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)

                    INCENTIVE SAVINGS AND PROFIT SHARING PLAN
                                       and
                       SUPPLEMENTAL EXECUTIVE SAVINGS 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

                                                            
                           Exhibit Index is on Page 7
                        CALCULATION OF REGISTRATION FEE 


    Title of         Amount to be      Proposed      Proposed        Amount of 
Securities Being    Registered (2)     Maximum       Maximum        Registration
 Registered (1)                     Offering Price   Aggregate           Fee   
                                      Per Share      Offering Price
--------------------------------------------------------------------------------
Common Stock, par     200,000(3)      28.125(5)     $5,625,000.00    $1,704.55 
value $1.00 per                                             
share                  24,000(4)                       675,000.00       204.55  
================================================================================

(1)  In addition, pursuant  to Rule  416(c) under the  Securities Act of  1933, 
as amended (the Securities Act ), this Registration Statement also covers an 
indeterminate amount of interests to be offered or sold pursuant to the
Incentive Savings and Profit Sharing Plan described herein.

(2)  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.

(3)  Attributable to the Incentive Savings and Profit Sharing Plan

(4)  Attributable to the Supplemental Executive Savings Plan.

(5)  This estimate is made pursuant to Rule 457(c) and (h) under 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.  

<PAGE 1>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

    Chittenden Corporation (the Registrant) and the Incentive Savings and Profit
Sharing  Plan  (the  "Plan")  hereby  incorporate  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 or  the Plan 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   Incentive Savings and Profit Sharing Plan.***
   10.2   Supplemental Executive Savings 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.

<PAGE 3>

***  Incorporated  by reference to the  Registrant s Annual Report  on Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995.

     The  Registrant hereby  undertakes to  cause to be  submitted, in  a timely
manner, to the  Internal Revenue  Service ("IRS"), a  request for  determination
that the Plan  and any amendments thereto are qualified  under Section 401(a) of
the Internal Revenue Code and, in connection therewith, to cause to be made  all
changes, if any, required by the IRS in order to so qualify the Plan.

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

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


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

s/Frederic H. Bertrand  Director

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>

   Pursuant to the requirements of the Securities Act of 1933, the Plan's
Administrator 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 April 16, 1997.

                            CHITTENDEN TRUST COMPANY


                            By: s/ Sarah P. Merritt
                                   Sarah P. Merritt, Senior Vice President 
                                   of Human Resources, and Plan Administrator <PAGE>
 


<PAGE 7>


                                  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.        8
 10.1               Incentive  Savings and Profit Sharing Plan.***      ***
 10.2               Supplemental Executive Savings Plan.                9-19
 23.1               Consent of Independent Public Accountants, 
                    Arthur Andersen LLP.                                20     
 23.2               Consent of F. Sheldon Prentice (included in 
                    Exhibit 5.1 hereto).                                8
 24.1               Powers of Attorney.                                 21

____________________________

*    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  Annual Report on  Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995. 


<PAGE 8>

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 224,000  shares of the Common Stock, $1.00  par
value per share,  of the Company  (the  Shares )  to be issued  pursuant to  the
Incentive Savings  and Profit  Sharing Plan  and Supplemental  Executive Savings
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 9>
                                                           
EXHIBIT 10.2

                           THE CHITTENDEN CORPORATION

                       SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

                            Effective January 1, 1997 


<PAGE 10>
                                    PREAMBLE

This Supplemental Executive Savings Plan is a  nonqualified plan whose principal
objective is to make up contributions  for selected executives which would  have
been  made to the  Chittenden Corporation  Incentive Savings and  Profit Sharing
Plan  except for the  compensation and  contribution limits imposed  by Sections
401(a)(17),  401(k), 402(g), and  415 of the  Internal Revenue Code  of 1986, as
amended.  The plan  is designed to provide a benefit which,  when added to other
retirement  income of the  executive, will  meet the objective  described above.
Eligibility for participation  in the  Plan shall be  limited to the  executives
selected by the Board  of Directors.   This Plan is intended  to be an  unfunded
plan maintained solely for the purpose  of providing benefits for a select group
of  executives,  with such  benefits  to  be paid  from  the  general assets  of
Chittenden Corporation.  This Plan will become effective on January 1, 1997, and
becomes effective as to each Participant on  the date he or she is designated as
such hereunder. 


<PAGE 11>
                                TABLE OF CONTENTS
                                                           
PREAMBLE                                                   
SECTION I      -    DEFINITIONS
                    1.1       "Account"                    
                    1.2       "Basic Plan"                 
                    1.3       "Beneficiary"                
                    1.4       "Board"                      
                    1.5       "Code"                       

                    1.6       "Corporation"                
                    1.7       "Earnings"                   
                    1.8       "Effective Date"             
                    1.9       "Interest Credits"           
                    1.10      "Participant"                

                    1.11      "Plan"                       
                    1.12      "Plan Year"                  
                    1.13      "Salary Reduction            
                               Agreement"                  
                    1.14      "Salary Reduction 
                               Contributions"              
                    1.15      "Severance Date"


SECTION II          -         ELIGIBILITY FOR BENEFITS     

SECTION III         -         SUPPLEMENTAL PLAN CONTRIBUTIONS

                    3.1       Salary Reduction Agreement   
                    3.2       Matching Employer          
                              Contributions                
                    3.3       Income Credits               
                    3.4       Vesting                      


SECTION IV          -         PAYMENT OF RETIREMENT        
                              BENEFITS                      


SECTION V           -         DEATH BENEFITS PAYABLE         


SECTION VI          -         MISCELLANEOUS                 


<PAGE 12>
                                    SECTION I
                                   DEFINITIONS

1.1  "Account" means the  notional account  balance of a  Participant under  the
     Plan  represented  by  his  Salary  Reduction  Contributions  and  Matching
     Employer Contributions plus Interest Credits (as described in Section III).

1.2  "Basis Plan" means the Chittenden  Corporation Incentive Savings and Profit
     Sharing Plan.

1.3  "Beneficiary"  means a  Participant's Beneficiary  as designated  under the
     terms of the Basic Plan.

1.4  "Board" means the Board of Directors of the Chittenden Corporation.

1.5  "Code" means the  Internal Revenue Code  of 1986, as  amended from time  to
     time and any regulations issued thereunder.  Reference to any  Code Section
     shall include any successor provision thereto.

1.6  "Corporation" means the Chittenden Corporation.

1.7  "Earnings" means the earnings of a Participant, as defined  under the terms
     of  the Basic Plan,  without regard to  the earnings limitation  that would
     otherwise be imposed by Code Section 401(a)(17).

1.8  "Effective Date" means January 1, 1997.

1.9  "Income  Credits" means  earnings credited to  a Participant's  Account, as
     described in Section 3.3.

1.10 "Participant" means the individual holding the  following positions and any
     other executive employee  of the Corporation  that may  be designated as  a
     Participant  by  the  Board,  provided  such  individual(s)  satisfies  the
     participation eligibility requirements of the Basic Plan:

     (a)  Chief Executive Officer;
     (b)  Chief Auditor;
     (c)  Chief Credit Policy Officer;
     (d)  Chief Financial Officer;
     (e)  Executive Vice President of Commercial Banking and Trust.
     (f)  Executive Vice President of Community Banking;
     (g)  Executive Vice President of Operations and Administration; and
     (h)  General Counsel;

     An employee shall become a Participant in the Plan as of the date he or she
     is individually selected by,  and specifically named in the  resolutions of
     the Board for inclusion in the Plan.

1.11 "Plan" means  the  Chittenden Corporation  Supplemental  Executive  Savings
     Plan, as set forth herein and as may be amended from time to time. 


<PAGE 13>

1.12 "Plan Year" means the 12-month period beginning on January 1  and ending on
     the following December 31.

1.13 "Salary Reduction  Agreement" means  the agreement between  the Corporation
     and the Participant pursuant to Section 3.1 of this Plan.

1.14 "Salary Reduction Contributions" means the Participant's contributions made
     pursuant to Section 3.1.

1.15 "Severance Date"  means the termination of a  Participant's employment with
     the Corporation on one of the dates specified in Section 2.1.

The masculine gender, where appearing in the Plan will be deemed to  include the
feminine gender, and  the singular  may include the  plural, unless the  context
clearly indicates the contrary.

                                   SECTION II
                            ELIGIBILITY FOR BENEFITS

2.1  Each Participant is eligible to receive a benefit under this Plan beginning
     on the earliest of one of the following Severance Dates:

     (a)  "Normal Retirement Date", which is the first day of the month in which
          the  Participant reaches age  65, or, if  later, the first  day of the
          month in which he terminates employment.

     (b)  "Disability Retirement Date", which is  the first day of the month  in
          which a  Participant is deemed to  be disabled under the  terms of the
          Basic Plan.

     (c)  The  date   the  Participant   has  terminated  employment   with  the
          Corporation and is entitled to receive a benefit under the Basic Plan.


                                   SECTION III
                         SUPPLEMENTAL PLAN CONTRIBUTIONS

3.1  SALARY REDUCTION AGREEMENT.

     (a)  Subject to the further  provisions of this Section 3.1,  if the Board,
          or  any  individual or  individuals to  whom  the Board  has delegated
          responsibilities for Plan administration, determines that  any portion
          or all of the amount that would otherwise be contributed  on behalf of
          a Participant  to the Basic  Plan as  a pre-tax  contribution will  be
          reduced  because  of  the  limitations in  Code  Sections  401(a)(17),
          401(k)(3)(A),  402(g)(1) and/or  415(c)(1), such Participant  shall be
          eligible to enter into  a Salary Reduction Agreement under  this Plan.
          Under this Salary Reduction Agreement, the Participant agrees to elect
          a reduction in  his Earnings  to make  corresponding Salary  Reduction
          Contributions and  the Corporation agrees  to credit  his Account  the
          amount  of  such Salary  Reduction  Contributions,  provided that  the
          amount  of   such  contributions,  when  combined   with  his  pre-tax
          contributions to the Basic Plan, shall  not exceed 16% (or such lesser
          amount or  percentage as may be permitted under the terms of the Basic
          Plan) of his Earnings.

<PAGE 14>

          The amounts determined under  this paragraph (a) shall be  credited as
          of  the date on which contributions to  the Basic Plan would have been
          credited and under the same terms  that would have applied but for the
          limitations  set forth  in  Code  Sections  401(a)(17),  401(k)(3)(A),
          402(g)(1) and/or 415(c)(1).

     (b)  In  order  to  make  Salary Reduction  Contributions  hereunder,  each
          Participant  shall  execute  a  Salary Reduction  Agreement  prior  to
          January 1 (or in the case of the initial Plan Year, prior to the first
          payroll  period for which the Plan actually becomes effective) of each
          Plan Year.  Such Salary Reduction Agreement shall be valid only to the
          extent that such Participant has elected to make the maximum allowable
          amount (percentage) of pre-tax contributions to the Basic Plan for the
          Plan  Year.   In the event  that such  Participant elects  at any time
          during the Plan Year to reduce his pre-tax contributions to  the Basic
          Plan,  his participation hereunder  shall be  forfeited for  such Plan
          Year.

          A Participant's Salary  Reduction Agreement, exclusive of the
          aforementioned limitations of the Plan, will  continue in effect until
          the earliest of:

          (i)  the date as  of which  the Participant is  no longer eligible  to
               make pre-tax contributions to the Basic Plan;

          (ii) the date as of which the Participant is no longer designated as a
               Participant hereunder;

         (iii) the January 1 as  of which the Participant elects  no longer
               to participate  or elects to  change his election  under the
               Plan,  provided written notice is given to the Board, or its
               delegate before such date; and

          (iv) the  date  the  Participant's  employment  with  the  Corporation
               terminates.

3.2  MATCHING EMPLOYER CONTRIBUTIONS.

     (a)  The Corporation shall make a contribution  to the Plan each Plan  Year
          on  behalf of each  Participant equal  to 35% of  the first  6% of his
          Earnings with respect to which he makes salary reduction contributions
          pursuant to Section 3.1; provided that the amount of such contribution
          shall  be reduced by the  amount of matching  contributions made under
          Section 4.1(a) of the Basic Plan on behalf of such Participant for the
          same Plan Year.

     (b)  The  Corporation may make a supplemental contribution to the Plan each
          Plan Year on  behalf of each Participant equal to  a percentage of his
          Earnings with respect to which he makes salary reduction contributions
          pursuant to  Section 3.1;  provided that such  contribution percentage
          shall be equal to the  supplemental contribution percentage made under
          Section 4.1(b) of  the Basic Plan.   The  amount of such  supplemental
          contribution hereunder shall be reduced by the amount of  supplemental
          matching  contributions made under Section 4.1(b) of the Basic Plan on
          behalf of such Participant for the same Plan Year.

<PAGE 15>

     (c)  The  amounts determined under paragraphs (a) and (b) shall be credited
          as of  the end of the Plan Year, under  the same terms that would have
          applied under the Basic Plan but for the limitations set forth in Code
          Sections 401(a)(17) and/or 415(c)(1).

3.3  INCOME CREDITS.  At the end of  each Plan Year, income shall be credited on
     any balance in the Participant's Account.   The amount of such income shall
     be determined on the basis of either the Corporation's average annual yield
     on earning  assets for the comparable  time period or  the Chittenden Stock
     Equivalent  Account (determined in the manner  described below), as elected
     by  the Participant  at the  same time  he enters  into a  Salary Reduction
     Agreement  for  such Plan  Year.   Income  Credits  on any  portion  of the
     Participant's Account added during a Plan Year shall be prorated to reflect
     the period  of time during  which such  added portion was  credited to  the
     Participant's Account.

     The  Participant's Chittenden  Stock Equivalent  Account shall  be credited
     with the number  of shares  (including fractional interests  in shares)  of
     Chittenden Corporation stock which  could be purchased with the  balance in
     his Account at the Crediting Price (described below).

     (a)  If a Participant has selected the Chittenden Stock Equivalent Account,
          as of each date of payment of dividends  on the Chittenden Corporation
          Stock there shall be credited, with respect to the equivalent share of
          Chittenden Corporation  Stock credited pursuant to this Section 3.3 on
          the  record date of such  dividend, the equivalent  of such additional
          shares   (including  fractional   interests  therein)   of  Chittenden
          Corporation Stock as follows:

          (i)  In the case of cash dividends, the number of shares that could be
               purchased  at the  Crediting  Price (defined  below)  as of  such
               payment  date with the dividends which would have been payable on
               the credited shares as if they had been outstanding;

          (ii) In the case of dividends payable in Chittenden Corporation Stock,
               the equivalent number of  shares that would have been  payable on
               the equivalent shares as if they had been outstanding.

     (b) CREDITING PRICE.   The Crediting Price at the time  any credit is to be
     made pursuant to  this Section 3.3  shall be the  fair market value of  the
     Chittenden Corporation Stock  as of the end of the Plan Year for which such
     election has  been made, and, pursuant  to paragraph (a) shall  be the fair
     market  value  of  the Chittenden  Corporation  Stock  on the  date  of the
     dividend payment.

     For purposes of this paragraph (b), fair market value on any day shall mean
     the average of the  high and low prices on the NASDAQ NMS  as of the end of
     the Plan  Year for  which such  election has been  made or  on the  date of
     dividend  payment.  If  there were no  sales on  said dates, then  the fair
     market value  shall  be the  average of  the  high and  low  prices on  the
     previous business day.

(c)  The  total number of equivalent shares of Chittenden Corporation Stock held
     for purposes of  this Section  3.3 shall be  proportionately adjusted  from
     time  to time, as determined by the Board,  for any increase or decrease in
     the  number of outstanding shares of Chittenden Corporation Stock resulting
     from  a  subdivision or  combination  of shares  of  Chittenden Corporation
     Stock,  a dividend payable in  Chittenden Corporation Stock  (to the extent
     that credits have not otherwise been  made with respect thereto pursuant to
     paragraph (a)(i)),  a reclassification  of Chittenden Corporation  Stock, a
     merger or  consolidation, or for  any other change in  capital structure of
     Chittenden Corporation Stock.

<PAGE 16>

3.4  VESTING.  A Participant  shall  be vested  in  his contributions  hereunder
     pursuant to the vesting provisions  set forth in Article VIII of  the Basic
     Plan.


                                   SECTION IV
                         PAYMENT OF RETIREMENT BENEFITS

4.1  Vested benefits payable in accordance with Section III will be  paid on the
     Participant's Severance Date pursuant to Section II.  Benefits will be paid
     in the form of a lump sum payment only.

4.2  It  is intended that  the benefits under  this Plan be  payable only in the
     event  of a Participant's  severance from  employment on  one of  the dates
     specified in Section 2.1, or death of a Participant as  provided in Section
     V.  Participants  will not be permitted to borrow  from or make withdrawals
     from their  Account prior  to termination of  employment, except as  may be
     permitted  by  the   Board,  in   its  sole   discretion,  in   exceptional
     circumstances.


                                    SECTION V
                             DEATH BENEFITS PAYABLE

5.1  If  a  Participant should  die before  payment  of benefits  hereunder, his
     Beneficiary  will receive  a benefit equal  to the  amount credited  to the
     Participant's  Account, determined in accordance with Section III as if the
     Participant had retired on the first day of the month following the date of
     his death.

5.2  If a Participant should die after payment of benefit  hereunder, no further
     amount shall be payable to his Beneficiary.



                                   SECTION VI
                                  MISCELLANEOUS

6.1  The Board may,  in its sole discretion,  terminate, suspend, or  amend this
     Plan at any time or from  time to time, in whole  or in part.  However,  no
     amendment or suspension  of the Plan will  affect a Participant's right  or
     the  right of  a Beneficiary to  receive a  benefit in  accordance with the
     applicable  provisions  of this  Plan as  in  effect on  such Participant's
     Severance Date.

<PAGE 17>

6.2  Nothing contained herein will confer  upon any Participant the right to  be
     retained in  the service of the Corporation, nor will it interfere with the
     right of the Corporation  to discharge or otherwise deal  with Participants
     without regard to the existence of this Plan.

6.3  This agreement  shall be binding upon,  and shall inure to  the benefit of,
     the parties hereto, their  respective heirs, assigns, successors, executors
     and administrators.  None  of the payments  provided for by this  agreement
     shall  be subject to seizure for payment  of any debts or judgments against
     the Participant or the Participant's Beneficiary; nor shall the Participant
     or  the  Participant's Beneficiary  have  any  right  to transfer,  modify,
     anticipate or encumber any rights or benefits hereunder; provided, however,
     that  the undistributed portion of  any benefit payable  hereunder shall at
     all times  be subject to set-off for  debts owed by the  Participant to the
     Corporation.

6.4  Notwithstanding  anything to  the  contrary contained  herein, any  benefit
     under  the Plan shall be  deemed fully vested  in the event of  a Change in
     Control  (as hereinafter defined).  In such case, the Participant's benefit
     shall become  immediately payable as of the closing date of the transaction
     deemed to effect such Change in 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:

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

     (b)  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  Corporation to effect  a transaction described  in
          paragraph (a), (c)  or (d) of this Section 6.4)  whose election by the
          Board or nomination for election by the Corporation'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;

     (c)  the  stockholders of the Corporation approve a merger or consolidation
          of the Corporation  with any other corporation, other than a merger or
          consolidation  which would  result  in the  voting  securities of  the
          Corporation  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  Corporation or such surviving entity
          outstanding immediately after such merger or consolidation; or

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

<PAGE 18>

6.5  The  Corporation  may  set  aside  assets  in  a  trust  or  other  funding
     arrangements  as  it, or  its  delegate,  deems appropriate  to  anticipate
     benefit liabilities accumulating under  the Plan; provided such arrangement
     is  not  considered "funded"  for purposes  of  the Code  and  the Employee
     Retirement Income  Security Act of  1974.   Accordingly, the assets  of any
     such arrangement shall  be subject to  the claims of  the creditors of  the
     Corporation in the event of the  Corporation's insolvency.  The rights of a
     Participant  or Beneficiary  shall  be  limited  to  those  of  a  general,
     unsecured creditor of the Corporation who has a claim equal to the value of
     the  Participant's benefit  hereunder.   Benefits under  this Plan  will be
     payable  from  the general  assets of  the Corporation  or from  such other
     funding vehicle established for such purpose as described above, or both.

6.6  The Board or its delegate  may adopt rules and regulations to assist  it in
     the administration of the Plan.

6.7  Each Participant shall receive  a copy of this Plan and the Board will make
     available  for  inspection by  any  Participant a  copy  of  the rules  and
     regulations used by the Board in administering the Plan.

6.8  CLAIMS PROCEDURES.   If any  application for a  distribution or  withdrawal
     under the  Plan shall be denied,  the Board, or its  delegate, shall notify
     the claimant  within a reasonable  time of  such denial  setting forth  the
     specific reasons therefor and afford such claimant a reasonable opportunity
     for a full and fair  review of the decision  denying his claim.  Notice  of
     such denial  shall set forth, in  addition to the specific  reasons for the
     denial, the following:

     (a)  reference to pertinent provisions of the Plan;

     (b)  such additional information as may be relevant to denial of the claim;

     (c)  an explanation of the claims review procedures; and

     (d)  advice  that  such  claimant  may request  the  opportunity  to review
          pertinent  Plan  documents  and  submit  a  statement  of  issues  and
          comments.

     Within  60 days following advice of denial  of his claim, upon request made
     by the  claimant for a review  of such denial, the Board,  or its delegate,
     shall take appropriate steps to review its decision in light of any further
     information  or comments  submitted by  such claimant.   The Board,  or its
     delegate, shall be empowered to hold a hearing at which such claimant shall
     be  entitled to present the basis  of his claim for review  and at which he
     may be represented by counsel. 

     The Board,  or its delegate, shall  render a decision within  60 days after
     claimant's request for  review and shall advise claimant in  writing of its
     decision on such review, specifying its reasons and identifying appropriate
     provisions of the Plan.

<PAGE 19>

6.9  The Corporation may  withhold from any payments  to be made  hereunder such
     amount as  it may  be required  to withhold  under any  applicable Federal,
     state or other law,  and transmit such withheld amounts to  the appropriate
     taxing authority.

6.10 This Plan is established under and will be construed according  to the laws
     of the State of Vermont.

IN  WITNESS WHEREOF, the Corporation has caused  this instrument to be signed by
its officer thereunto duly authorized on this 18th day of December, 1996.

                                               CHITTENDEN CORPORATION

ATTEST:  s/ F. Sheldon Prentice                By:s/Sarah P. Merritt           
         Corporate Secretary

(CORPORATE SEAL) 

<PAGE 20>

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/Arthur Andersen LLP

Boston, Massachusetts
April 15, 1997


<PAGE 21>

EXHIBIT 24.1

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 Incentive
Savings and Profit Sharing Plan and Supplemental Executive Savings 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": 49559}]
{"company-data": {"conformed-name": "CHITTENDEN CORP /VT/", "cik": "0000200138", "assigned-sic": "6022", "irs-number": "030228404", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25531", "film-number": "97584179"}, "business-address": {"street1": "TWO BURLINGTON SQ P O BOX 820", "street2": "C/O STOCKHOLDER RELATIONS", "city": "BURLINGTON", "state": "VT", "zip": "05401", "phone": "8026601410"}, "mail-address": {"street1": "2 BURLINGTON SQUARE", "city": "BURLINGTON", "state": "VT", "zip": "05401"}}
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)

                    INCENTIVE SAVINGS AND PROFIT SHARING PLAN
                                       and
                       SUPPLEMENTAL EXECUTIVE SAVINGS 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

                                                            
                           Exhibit Index is on Page 7
                        CALCULATION OF REGISTRATION FEE 

    Title of         Amount to be      Proposed      Proposed        Amount of 
Securities Being    Registered (2)     Maximum       Maximum        Registration
 Registered (1)                     Offering Price   Aggregate           Fee   
                                      Per Share      Offering Price
--------------------------------------------------------------------------------
Common Stock, par     200,000(3)      28.125(5)     $5,625,000.00    $1,704.55 
value $1.00 per                                             
share                  24,000(4)                       675,000.00       204.55  
================================================================================

(1)  In addition, pursuant  to Rule  416(c) under the  Securities Act of  1933, 
as amended (the Securities Act ), this Registration Statement also covers an 
indeterminate amount of interests to be offered or sold pursuant to the
Incentive Savings and Profit Sharing Plan described herein.

(2)  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.

(3)  Attributable to the Incentive Savings and Profit Sharing Plan

(4)  Attributable to the Supplemental Executive Savings Plan.

(5)  This estimate is made pursuant to Rule 457(c) and (h) under 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.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    Chittenden Corporation (the Registrant) and the Incentive Savings and Profit
Sharing  Plan  (the  "Plan")  hereby  incorporate  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 or  the Plan 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   Incentive Savings and Profit Sharing Plan.***
   10.2   Supplemental Executive Savings 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 Annual Report  on Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995.

     The  Registrant hereby  undertakes to  cause to be  submitted, in  a timely
manner, to the  Internal Revenue  Service ("IRS"), a  request for  determination
that the Plan  and any amendments thereto are qualified  under Section 401(a) of
the Internal Revenue Code and, in connection therewith, to cause to be made  all
changes, if any, required by the IRS in order to so qualify the Plan.

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

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

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

s/Frederic H. Bertrand  Director

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
Pursuant to the requirements of the Securities Act of 1933, the Plan's
Administrator 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 April 16, 1997.

                            CHITTENDEN TRUST COMPANY

                            By: s/ Sarah P. Merritt
                                   Sarah P. Merritt, Senior Vice President 
                                   of Human Resources, and Plan Administrator
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.        8
 10.1               Incentive  Savings and Profit Sharing Plan.***      ***
 10.2               Supplemental Executive Savings Plan.                9-19
 23.1               Consent of Independent Public Accountants, 
                    Arthur Andersen LLP.                                20     
 23.2               Consent of F. Sheldon Prentice (included in 
                    Exhibit 5.1 hereto).                                8
 24.1               Powers of Attorney.                                 21

____________________________

*    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  Annual Report on  Form 10-K
for the year ended December 31, 1994, as amended for the year ended December 31,
1995.
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 224,000  shares of the Common Stock, $1.00  par
value per share,  of the Company  (the  Shares )  to be issued  pursuant to  the
Incentive Savings  and Profit  Sharing Plan  and Supplemental  Executive Savings
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 10.2

                           THE CHITTENDEN CORPORATION

                       SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

                            Effective January 1, 1997
PREAMBLE

This Supplemental Executive Savings Plan is a  nonqualified plan whose principal
objective is to make up contributions  for selected executives which would  have
been  made to the  Chittenden Corporation  Incentive Savings and  Profit Sharing
Plan  except for the  compensation and  contribution limits imposed  by Sections
401(a)(17),  401(k), 402(g), and  415 of the  Internal Revenue Code  of 1986, as
amended.  The plan  is designed to provide a benefit which,  when added to other
retirement  income of the  executive, will  meet the objective  described above.
Eligibility for participation  in the  Plan shall be  limited to the  executives
selected by the Board  of Directors.   This Plan is intended  to be an  unfunded
plan maintained solely for the purpose  of providing benefits for a select group
of  executives,  with such  benefits  to  be paid  from  the  general assets  of
Chittenden Corporation.  This Plan will become effective on January 1, 1997, and
becomes effective as to each Participant on  the date he or she is designated as
such hereunder.
TABLE OF CONTENTS
                                                           
PREAMBLE                                                   
SECTION I      -    DEFINITIONS
                    1.1       "Account"                    
                    1.2       "Basic Plan"                 
                    1.3       "Beneficiary"                
                    1.4       "Board"                      
                    1.5       "Code"                       

                    1.6       "Corporation"                
                    1.7       "Earnings"                   
                    1.8       "Effective Date"             
                    1.9       "Interest Credits"           
                    1.10      "Participant"                

                    1.11      "Plan"                       
                    1.12      "Plan Year"                  
                    1.13      "Salary Reduction            
                               Agreement"                  
                    1.14      "Salary Reduction 
                               Contributions"              
                    1.15      "Severance Date"

SECTION II          -         ELIGIBILITY FOR BENEFITS     

SECTION III         -         SUPPLEMENTAL PLAN CONTRIBUTIONS

                    3.1       Salary Reduction Agreement   
                    3.2       Matching Employer          
                              Contributions                
                    3.3       Income Credits               
                    3.4       Vesting                      

SECTION IV          -         PAYMENT OF RETIREMENT        
                              BENEFITS                      

SECTION V           -         DEATH BENEFITS PAYABLE         

SECTION VI          -         MISCELLANEOUS
SECTION I
                                   DEFINITIONS

1.1  "Account" means the  notional account  balance of a  Participant under  the
     Plan  represented  by  his  Salary  Reduction  Contributions  and  Matching
     Employer Contributions plus Interest Credits (as described in Section III).

1.2  "Basis Plan" means the Chittenden  Corporation Incentive Savings and Profit
     Sharing Plan.

1.3  "Beneficiary"  means a  Participant's Beneficiary  as designated  under the
     terms of the Basic Plan.

1.4  "Board" means the Board of Directors of the Chittenden Corporation.

1.5  "Code" means the  Internal Revenue Code  of 1986, as  amended from time  to
     time and any regulations issued thereunder.  Reference to any  Code Section
     shall include any successor provision thereto.

1.6  "Corporation" means the Chittenden Corporation.

1.7  "Earnings" means the earnings of a Participant, as defined  under the terms
     of  the Basic Plan,  without regard to  the earnings limitation  that would
     otherwise be imposed by Code Section 401(a)(17).

1.8  "Effective Date" means January 1, 1997.

1.9  "Income  Credits" means  earnings credited to  a Participant's  Account, as
     described in Section 3.3.

1.10 "Participant" means the individual holding the  following positions and any
     other executive employee  of the Corporation  that may  be designated as  a
     Participant  by  the  Board,  provided  such  individual(s)  satisfies  the
     participation eligibility requirements of the Basic Plan:

     (a)  Chief Executive Officer;
     (b)  Chief Auditor;
     (c)  Chief Credit Policy Officer;
     (d)  Chief Financial Officer;
     (e)  Executive Vice President of Commercial Banking and Trust.
     (f)  Executive Vice President of Community Banking;
     (g)  Executive Vice President of Operations and Administration; and
     (h)  General Counsel;

     An employee shall become a Participant in the Plan as of the date he or she
     is individually selected by,  and specifically named in the  resolutions of
     the Board for inclusion in the Plan.

1.11 "Plan" means  the  Chittenden Corporation  Supplemental  Executive  Savings
     Plan, as set forth herein and as may be amended from time to time.
1.12 "Plan Year" means the 12-month period beginning on January 1  and ending on
     the following December 31.

1.13 "Salary Reduction  Agreement" means  the agreement between  the Corporation
     and the Participant pursuant to Section 3.1 of this Plan.

1.14 "Salary Reduction Contributions" means the Participant's contributions made
     pursuant to Section 3.1.

1.15 "Severance Date"  means the termination of a  Participant's employment with
     the Corporation on one of the dates specified in Section 2.1.

The masculine gender, where appearing in the Plan will be deemed to  include the
feminine gender, and  the singular  may include the  plural, unless the  context
clearly indicates the contrary.

                                   SECTION II
                            ELIGIBILITY FOR BENEFITS

2.1  Each Participant is eligible to receive a benefit under this Plan beginning
     on the earliest of one of the following Severance Dates:

     (a)  "Normal Retirement Date", which is the first day of the month in which
          the  Participant reaches age  65, or, if  later, the first  day of the
          month in which he terminates employment.

     (b)  "Disability Retirement Date", which is  the first day of the month  in
          which a  Participant is deemed to  be disabled under the  terms of the
          Basic Plan.

     (c)  The  date   the  Participant   has  terminated  employment   with  the
          Corporation and is entitled to receive a benefit under the Basic Plan.

                                   SECTION III
                         SUPPLEMENTAL PLAN CONTRIBUTIONS

3.1  SALARY REDUCTION AGREEMENT.

     (a)  Subject to the further  provisions of this Section 3.1,  if the Board,
          or  any  individual or  individuals to  whom  the Board  has delegated
          responsibilities for Plan administration, determines that  any portion
          or all of the amount that would otherwise be contributed  on behalf of
          a Participant  to the Basic  Plan as  a pre-tax  contribution will  be
          reduced  because  of  the  limitations in  Code  Sections  401(a)(17),
          401(k)(3)(A),  402(g)(1) and/or  415(c)(1), such Participant  shall be
          eligible to enter into  a Salary Reduction Agreement under  this Plan.
          Under this Salary Reduction Agreement, the Participant agrees to elect
          a reduction in  his Earnings  to make  corresponding Salary  Reduction
          Contributions and  the Corporation agrees  to credit  his Account  the
          amount  of  such Salary  Reduction  Contributions,  provided that  the
          amount  of   such  contributions,  when  combined   with  his  pre-tax
          contributions to the Basic Plan, shall  not exceed 16% (or such lesser
          amount or  percentage as may be permitted under the terms of the Basic
          Plan) of his Earnings.
The amounts determined under  this paragraph (a) shall be  credited as
          of  the date on which contributions to  the Basic Plan would have been
          credited and under the same terms  that would have applied but for the
          limitations  set forth  in  Code  Sections  401(a)(17),  401(k)(3)(A),
          402(g)(1) and/or 415(c)(1).

     (b)  In  order  to  make  Salary Reduction  Contributions  hereunder,  each
          Participant  shall  execute  a  Salary Reduction  Agreement  prior  to
          January 1 (or in the case of the initial Plan Year, prior to the first
          payroll  period for which the Plan actually becomes effective) of each
          Plan Year.  Such Salary Reduction Agreement shall be valid only to the
          extent that such Participant has elected to make the maximum allowable
          amount (percentage) of pre-tax contributions to the Basic Plan for the
          Plan  Year.   In the event  that such  Participant elects  at any time
          during the Plan Year to reduce his pre-tax contributions to  the Basic
          Plan,  his participation hereunder  shall be  forfeited for  such Plan
          Year.

          A Participant's Salary  Reduction Agreement, exclusive of the
          aforementioned limitations of the Plan, will  continue in effect until
          the earliest of:

          (i)  the date as  of which  the Participant is  no longer eligible  to
               make pre-tax contributions to the Basic Plan;

          (ii) the date as of which the Participant is no longer designated as a
               Participant hereunder;

         (iii) the January 1 as  of which the Participant elects  no longer
               to participate  or elects to  change his election  under the
               Plan,  provided written notice is given to the Board, or its
               delegate before such date; and

          (iv) the  date  the  Participant's  employment  with  the  Corporation
               terminates.

3.2  MATCHING EMPLOYER CONTRIBUTIONS.

     (a)  The Corporation shall make a contribution  to the Plan each Plan  Year
          on  behalf of each  Participant equal  to 35% of  the first  6% of his
          Earnings with respect to which he makes salary reduction contributions
          pursuant to Section 3.1; provided that the amount of such contribution
          shall  be reduced by the  amount of matching  contributions made under
          Section 4.1(a) of the Basic Plan on behalf of such Participant for the
          same Plan Year.

     (b)  The  Corporation may make a supplemental contribution to the Plan each
          Plan Year on  behalf of each Participant equal to  a percentage of his
          Earnings with respect to which he makes salary reduction contributions
          pursuant to  Section 3.1;  provided that such  contribution percentage
          shall be equal to the  supplemental contribution percentage made under
          Section 4.1(b) of  the Basic Plan.   The  amount of such  supplemental
          contribution hereunder shall be reduced by the amount of  supplemental
          matching  contributions made under Section 4.1(b) of the Basic Plan on
          behalf of such Participant for the same Plan Year.
(c)  The  amounts determined under paragraphs (a) and (b) shall be credited
          as of  the end of the Plan Year, under  the same terms that would have
          applied under the Basic Plan but for the limitations set forth in Code
          Sections 401(a)(17) and/or 415(c)(1).

3.3  INCOME CREDITS.  At the end of  each Plan Year, income shall be credited on
     any balance in the Participant's Account.   The amount of such income shall
     be determined on the basis of either the Corporation's average annual yield
     on earning  assets for the comparable  time period or  the Chittenden Stock
     Equivalent  Account (determined in the manner  described below), as elected
     by  the Participant  at the  same time  he enters  into a  Salary Reduction
     Agreement  for  such Plan  Year.   Income  Credits  on any  portion  of the
     Participant's Account added during a Plan Year shall be prorated to reflect
     the period  of time during  which such  added portion was  credited to  the
     Participant's Account.

     The  Participant's Chittenden  Stock Equivalent  Account shall  be credited
     with the number  of shares  (including fractional interests  in shares)  of
     Chittenden Corporation stock which  could be purchased with the  balance in
     his Account at the Crediting Price (described below).

     (a)  If a Participant has selected the Chittenden Stock Equivalent Account,
          as of each date of payment of dividends  on the Chittenden Corporation
          Stock there shall be credited, with respect to the equivalent share of
          Chittenden Corporation  Stock credited pursuant to this Section 3.3 on
          the  record date of such  dividend, the equivalent  of such additional
          shares   (including  fractional   interests  therein)   of  Chittenden
          Corporation Stock as follows:

          (i)  In the case of cash dividends, the number of shares that could be
               purchased  at the  Crediting  Price (defined  below)  as of  such
               payment  date with the dividends which would have been payable on
               the credited shares as if they had been outstanding;

          (ii) In the case of dividends payable in Chittenden Corporation Stock,
               the equivalent number of  shares that would have been  payable on
               the equivalent shares as if they had been outstanding.

     (b) CREDITING PRICE.   The Crediting Price at the time  any credit is to be
     made pursuant to  this Section 3.3  shall be the  fair market value of  the
     Chittenden Corporation Stock  as of the end of the Plan Year for which such
     election has  been made, and, pursuant  to paragraph (a) shall  be the fair
     market  value  of  the Chittenden  Corporation  Stock  on the  date  of the
     dividend payment.

     For purposes of this paragraph (b), fair market value on any day shall mean
     the average of the  high and low prices on the NASDAQ NMS  as of the end of
     the Plan  Year for  which such  election has been  made or  on the  date of
     dividend  payment.  If  there were no  sales on  said dates, then  the fair
     market value  shall  be the  average of  the  high and  low  prices on  the
     previous business day.

(c)  The  total number of equivalent shares of Chittenden Corporation Stock held
     for purposes of  this Section  3.3 shall be  proportionately adjusted  from
     time  to time, as determined by the Board,  for any increase or decrease in
     the  number of outstanding shares of Chittenden Corporation Stock resulting
     from  a  subdivision or  combination  of shares  of  Chittenden Corporation
     Stock,  a dividend payable in  Chittenden Corporation Stock  (to the extent
     that credits have not otherwise been  made with respect thereto pursuant to
     paragraph (a)(i)),  a reclassification  of Chittenden Corporation  Stock, a
     merger or  consolidation, or for  any other change in  capital structure of
     Chittenden Corporation Stock.
3.4  VESTING.  A Participant  shall  be vested  in  his contributions  hereunder
     pursuant to the vesting provisions  set forth in Article VIII of  the Basic
     Plan.

                                   SECTION IV
                         PAYMENT OF RETIREMENT BENEFITS

4.1  Vested benefits payable in accordance with Section III will be  paid on the
     Participant's Severance Date pursuant to Section II.  Benefits will be paid
     in the form of a lump sum payment only.

4.2  It  is intended that  the benefits under  this Plan be  payable only in the
     event  of a Participant's  severance from  employment on  one of  the dates
     specified in Section 2.1, or death of a Participant as  provided in Section
     V.  Participants  will not be permitted to borrow  from or make withdrawals
     from their  Account prior  to termination of  employment, except as  may be
     permitted  by  the   Board,  in   its  sole   discretion,  in   exceptional
     circumstances.

                                    SECTION V
                             DEATH BENEFITS PAYABLE

5.1  If  a  Participant should  die before  payment  of benefits  hereunder, his
     Beneficiary  will receive  a benefit equal  to the  amount credited  to the
     Participant's  Account, determined in accordance with Section III as if the
     Participant had retired on the first day of the month following the date of
     his death.

5.2  If a Participant should die after payment of benefit  hereunder, no further
     amount shall be payable to his Beneficiary.

                                   SECTION VI
                                  MISCELLANEOUS

6.1  The Board may,  in its sole discretion,  terminate, suspend, or  amend this
     Plan at any time or from  time to time, in whole  or in part.  However,  no
     amendment or suspension  of the Plan will  affect a Participant's right  or
     the  right of  a Beneficiary to  receive a  benefit in  accordance with the
     applicable  provisions  of this  Plan as  in  effect on  such Participant's
     Severance Date.
6.2  Nothing contained herein will confer  upon any Participant the right to  be
     retained in  the service of the Corporation, nor will it interfere with the
     right of the Corporation  to discharge or otherwise deal  with Participants
     without regard to the existence of this Plan.

6.3  This agreement  shall be binding upon,  and shall inure to  the benefit of,
     the parties hereto, their  respective heirs, assigns, successors, executors
     and administrators.  None  of the payments  provided for by this  agreement
     shall  be subject to seizure for payment  of any debts or judgments against
     the Participant or the Participant's Beneficiary; nor shall the Participant
     or  the  Participant's Beneficiary  have  any  right  to transfer,  modify,
     anticipate or encumber any rights or benefits hereunder; provided, however,
     that  the undistributed portion of  any benefit payable  hereunder shall at
     all times  be subject to set-off for  debts owed by the  Participant to the
     Corporation.

6.4  Notwithstanding  anything to  the  contrary contained  herein, any  benefit
     under  the Plan shall be  deemed fully vested  in the event of  a Change in
     Control  (as hereinafter defined).  In such case, the Participant's benefit
     shall become  immediately payable as of the closing date of the transaction
     deemed to effect such Change in 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:

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

     (b)  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  Corporation to effect  a transaction described  in
          paragraph (a), (c)  or (d) of this Section 6.4)  whose election by the
          Board or nomination for election by the Corporation'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;

     (c)  the  stockholders of the Corporation approve a merger or consolidation
          of the Corporation  with any other corporation, other than a merger or
          consolidation  which would  result  in the  voting  securities of  the
          Corporation  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  Corporation or such surviving entity
          outstanding immediately after such merger or consolidation; or

     (d)  the stockholders  of  the  Corporation  approve  a  plan  of  complete
          liquidation  of  the  Corporation or  an  agreement  for  the sale  or
          disposition  by the  Corporation of  all or  substantially all  of the
          Corporation's assets.
6.5  The  Corporation  may  set  aside  assets  in  a  trust  or  other  funding
     arrangements  as  it, or  its  delegate,  deems appropriate  to  anticipate
     benefit liabilities accumulating under  the Plan; provided such arrangement
     is  not  considered "funded"  for purposes  of  the Code  and  the Employee
     Retirement Income  Security Act of  1974.   Accordingly, the assets  of any
     such arrangement shall  be subject to  the claims of  the creditors of  the
     Corporation in the event of the  Corporation's insolvency.  The rights of a
     Participant  or Beneficiary  shall  be  limited  to  those  of  a  general,
     unsecured creditor of the Corporation who has a claim equal to the value of
     the  Participant's benefit  hereunder.   Benefits under  this Plan  will be
     payable  from  the general  assets of  the Corporation  or from  such other
     funding vehicle established for such purpose as described above, or both.

6.6  The Board or its delegate  may adopt rules and regulations to assist  it in
     the administration of the Plan.

6.7  Each Participant shall receive  a copy of this Plan and the Board will make
     available  for  inspection by  any  Participant a  copy  of  the rules  and
     regulations used by the Board in administering the Plan.

6.8  CLAIMS PROCEDURES.   If any  application for a  distribution or  withdrawal
     under the  Plan shall be denied,  the Board, or its  delegate, shall notify
     the claimant  within a reasonable  time of  such denial  setting forth  the
     specific reasons therefor and afford such claimant a reasonable opportunity
     for a full and fair  review of the decision  denying his claim.  Notice  of
     such denial  shall set forth, in  addition to the specific  reasons for the
     denial, the following:

     (a)  reference to pertinent provisions of the Plan;

     (b)  such additional information as may be relevant to denial of the claim;

     (c)  an explanation of the claims review procedures; and

     (d)  advice  that  such  claimant  may request  the  opportunity  to review
          pertinent  Plan  documents  and  submit  a  statement  of  issues  and
          comments.

     Within  60 days following advice of denial  of his claim, upon request made
     by the  claimant for a review  of such denial, the Board,  or its delegate,
     shall take appropriate steps to review its decision in light of any further
     information  or comments  submitted by  such claimant.   The Board,  or its
     delegate, shall be empowered to hold a hearing at which such claimant shall
     be  entitled to present the basis  of his claim for review  and at which he
     may be represented by counsel. 

     The Board,  or its delegate, shall  render a decision within  60 days after
     claimant's request for  review and shall advise claimant in  writing of its
     decision on such review, specifying its reasons and identifying appropriate
     provisions of the Plan.
6.9  The Corporation may  withhold from any payments  to be made  hereunder such
     amount as  it may  be required  to withhold  under any  applicable Federal,
     state or other law,  and transmit such withheld amounts to  the appropriate
     taxing authority.

6.10 This Plan is established under and will be construed according  to the laws
     of the State of Vermont.

IN  WITNESS WHEREOF, the Corporation has caused  this instrument to be signed by
its officer thereunto duly authorized on this 18th day of December, 1996.

                                               CHITTENDEN CORPORATION

ATTEST:  s/ F. Sheldon Prentice                By:s/Sarah P. Merritt           
         Corporate Secretary

(CORPORATE SEAL)
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/Arthur Andersen LLP

Boston, Massachusetts
April 15, 1997
EXHIBIT 24.1

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 Incentive
Savings and Profit Sharing Plan and Supplemental Executive Savings 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