Registration No. 33-___

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                          ____________________

                                FORM S-8
                                   and
                                FORM S-3
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________

                    VERMONT FINANCIAL SERVICES CORP.
         (exact name of registrant as specified in its charter)

              DELAWARE                     03-0284445
      (State of Incorporation)  (IRS Employer Identification No.)

             100 MAIN STREET, BRATTLEBORO, VERMONT 05301
                           (802) 257-7151
    (Address and telephone number of principal executive offices)

                  John D. Hashagen, Jr., President
                  Vermont Financial Services Corp.
                           100 Main Street
                     Brattleboro, Vermont 05301
                           (802) 257-7151
     (Name, address and telephone number for agent for service)
                        ____________________

                              Copy to:
                     Christopher Cabot, Esquire
                        Sullivan & Worcester
                       One Post Office Square
                     Boston, Massachusetts 02109
                           (617) 338-2800

Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than the securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  / /

<TABLE>
<CAPTION>
                   CALCULATION OF REGISTRATION FEE
<S>                 <C>         <C>             <C>          <C>

   Title of Each     Amount      Proposed        Proposed     Amount of
      Class of        to be       Maximum         Maximum     Registrat
  Securities to be   Registe  Offering Price     Aggregate     ion Fee
     Registered       red *     Per Unit **   Offering Price
                                                    **

 Common Stock, Par   323,302      $22.63        $7,316,324    $2,522.89
    Value $1.00
/TABLE
<PAGE>
* In the event of a stock split, stock dividend or similar transaction
  involving Common Stock of the Company, the number of shares registered
  hereby shall automatically be increased to cover such additional shares
  in accordance with Rule 416(a).

**   Estimated solely for purposes of calculating the registration fee on
     the basis of the average of the closing bid and asked prices, as
     reported on NASDAQ, of the Common Stock, on March 23, 1995.<PAGE>



                   VERMONT FINANCIAL SERVICES CORP.



                CROSS REFERENCE SHEET SHOWING LOCATION

        OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3

<TABLE>
<CAPTION>
<S>   <C>                               <C>

      ITEMS OF PART I OF FORM S-3       HEADINGS IN PROSPECTUS

 1.   Forepart of Registration          Forepart and Outside Front Cover
      Statement and Outside Front       Page
      Cover Page of Prospectus

 2.   Inside Front and Outside Back     Inside Front Cover Page; Available
      Cover Pages of Prospectus         Information; Incorporation of
                                        Documents by Reference

 3.   Summary Information; Risk         Not Applicable
      Factors; and Ratio of Earnings
      to Fixed Charges Risk Factors
 4.   Use of Proceeds                   Not Applicable - See Cover Page of
                                        Prospectus

 5.   Determination of Offering Price   Cover Page
 6.   Dilution                          Not Applicable

 7.   Selling Security Holders          Selling Shareholders

 8.   Plan of Distribution              Selling Shareholders
 9.   Description of Securities to be   Description of Capital Stock
      Registered

 10.  Interests of Named Experts and    Not Applicable
      Counsel
 11.  Material Changes                  Not Applicable

 12.  Incorporation of Certain          Incorporation of Documents
      Information by Reference

 13.  Disclosure of Commission          Indemnification of Directors and
      Position on Indemnification for   Officers
      Securities Act Liabilities
</TABLE>

                                    (i)<PAGE>



                   VERMONT FINANCIAL SERVICES CORP.

                           RESALE PROSPECTUS
                             COMMON STOCK

                           ($1.00 Par Value)



     This  Prospectus  relates  to  an aggregate  of  323,302  shares  (the
"Shares") of Common Stock, $1.00 par value (the "Common Stock"), of Vermont
Financial Services Corporation  (the "Company") that  may be offered,  from
time to  time, by  directors and  certain officers of  the Company  and its
subsidiaries (the "Selling Shareholders").   The Common Stock is designated
on  the NASDAQ National Market  System ("NASDAQ") under  the symbol "VFSC".
Shares  may be issued to certain current  and former directors and officers
upon their exercise of stock options granted pursuant to one or more of the
Company's  1987 Non-Qualified Stock Option  Plan, as amended, the Company's
1988 Directors Non-Qualified Stock Option Plan, its 1994 Stock Option Plan,
as well as the Stock Option Plan of West Mass Bankshares, Inc. which merged
into the Company  in 1994 (together,  the "Plans").   When acquired by  the
Selling Shareholders,  Shares may be sold,  from time to time,  in ordinary
brokers' transactions through  the NASDAQ  at the price  prevailing at  the
time of such sales.  The commission payable will be  the regular commission
a broker receives for effecting such sales.  Shares may  also be offered in
block trades, private transactions or  otherwise.  The net proceeds  to the
Selling Shareholders will be  the proceeds received by them upon such sales
less brokerage commissions.  The Company  will receive no proceeds from the
sale  of Shares.   Information  regarding the  Selling Shareholders  is set
forth below under the heading "Selling Shareholders and Shares That  May Be
Offered."   All expenses of  registration incurred in  connection with this
offering are being borne by the Company, but the selling and other expenses
incurred by individual Selling Shareholders will be borne by them.

     No person  is  authorized  to give  any  information  or to  make  any
representations other than  those contained or incorporated by reference in
this Prospectus in connection  with the offer contained in  this Prospectus
and, if given or made,  any such information or representation must  not be
relied upon as having been authorized by the Company.  This Prospectus does
not  constitute an  offer to  sell or  a solicitation  of an  offer to  buy
securities in  any state or other  jurisdiction where, or to  any person to
whom, it is unlawful  to make such an  offer or solicitation.  Neither  the
delivery of this  Prospectus nor any sale  made hereunder shall,  under any
circumstances, create any implication that there  has been no change in the
affairs of the Company since the date hereof.

     On March 23,  1995, the last reported  sale price of the  Common Stock
on the NASDAQ was $22.63 per share.

                         ____________________

              THESE SECURITIES HAVE NOT BEEN APPROVED OR
         DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
            NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
          OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                TO THE CONTRARY IS A CRIMINAL OFFENCE.
                         ____________________


             The date of this Prospectus is March 24, 1995











                                    -2-<PAGE>

                         AVAILABLE INFORMATION

     Vermont   Financial  Services  Corp.,   a  Delaware  corporation  (the
"Company"), is the successor to Vermont Financial Services Corp., a Vermont
corporation  ("VFSC Vermont"),  as  a  result  of  a  merger  effective  on
April 17, 1990.  The  Company is subject to the  informational requirements
of  the Securities  Exchange Act of  1934, as amended  (the "Exchange Act")
and,  in accordance therewith, files reports and other information with the
Securities and  Exchange Commission (the "Commission").   Proxy statements,
reports and other information  concerning the Company can be  inspected and
copied at the  Commission's office at  450 Fifth Street, N.W.,  Washington,
D.C.  20549  and the  Commission's Regional  Offices  in New  York (75 Park
Place, Room 1228, New York, New York 10007) and Chicago (230 South Dearborn
Street, Room 3190, Chicago, Illinois  60604).  Copies of such  material can
be obtained from  the Public  Reference Section  of the  Commission at  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.


                INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following documents  heretofore  filed  with the  Commission  are
incorporated herein by reference:

         (i)  The Company's Annual Report on  Form 10-K for the  year ended
              December 31, 1994.

        (ii)  All other  reports filed  with the Commission  by the Company
              pursuant  to Section 13(a) or 15(d) of the Exchange Act since
              December 31, 1994 and prior to the date of this Prospectus.

     All documents  filed by  the Company  pursuant to  Sections 13, 14  or
15(d) of the Exchange Act, after the date hereof and before the termination
of  the  offering  shall be  deemed  incorporated  by  reference into  this
Prospectus and to be a part hereof from the date of filing 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  of this Prospectus to the extent  that a statement
contained herein, or in any subsequently filed document which also is or is
deemed  to  be  incorporated  by reference,  modifies  or  supersedes  such
statement.   Any statement so  modified or superseded  shall not be deemed,
except  as  so modified  or  superseded,  to  constitute  a  part  of  this
Prospectus.

     Any person  receiving a  copy of  this Prospectus  may obtain  without
charge, upon request, a copy of any of the documents incorporated herein by
reference, except for  the exhibits  to such documents.   Written  requests
should  be mailed  to Vermont  Financial Services  Corp., 100  Main Street,
Brattleboro, Vermont 05301, Attention:   Treasurer.  Telephone requests may
be directed to (802) 257-7151.






                                    -3-<PAGE>
                              THE COMPANY

     Vermont  Financial  Services   Corp.,  a  Delaware  corporation,   was
organized in  1990 and  became the successor  of VFSC Vermont  on April 17,
1990 pursuant to a merger of VFSC Vermont into the Company.  The merger was
carried   out  for  the  purpose   of  changing  the   Company's  state  of
incorporation from  Vermont to Delaware.   The  Company is  a bank  holding
company  and has  two wholly-owned  subsidiaries, Vermont National  Bank, a
national  banking association  ("VNB") which  operates out  of 31  branches
throughout  the State of Vermont,  and United Bank  ("UB"), a Massachusetts
chartered bank which operates out of six branches in Western Massachusetts.
The  principal  offices of  the Company  and VNB  are  located at  100 Main
Street,  Brattleboro, Vermont  05301.   The Company's  telephone  number is
(802) 257-7151.  UB's  principal offices are located  at 45 Federal Street,
Greenfield, Massachusetts  01301.   VNB  engages in  commercial and  retail
banking and  in the trust business,  including the taking of  deposits, the
making  of  secured  and  unsecured  loans,  the  financing  of  commercial
transactions, the  performance of  corporate,  pension and  personal  trust
services.   UB is engaged in  the business of attracting  deposits from the
general public and originating  residential mortgage loans.  UB  also makes
mortgage loans on commercial real estate and originates consumer loans.

     The Company, VNB and  UB are subject to federal, state  and local laws
applicable to banks  and bank holding  companies and to the  regulations of
the Board of Governors  of the Federal Reserve System,  the Federal Deposit
Insurance Corporation, the Comptroller of the Currency (in the case of VNB)
and the Massachusetts Board of Bank Incorporation (in the case of UB).


     SELLING SHAREHOLDERS AND SHARES THAT MAY BE OFFERED

     Shares acquired and offered by  Selling Shareholders upon the exercise
of  stock options  under one or  more of  the Plans  may be  authorized and
unissued shares, treasury  shares or  shares acquired on  the open  market,
although it is anticipated that  most of such Shares will be  acquired from
treasury.

     The following table sets  forth the name of each  Selling Shareholder,
his  or her  position with  the Company,  VNB or UB  during the  past three
years, the amount of Common Stock (including stock options under the Plans)
owned by  him or her as of December 31, 1994,  the maximum amount of Common
Stock that may be  offered by him or  her pursuant to this Prospectus  upon
the exercise  of stock options  under the Plans,  and the amount  of Common
Stock owned by  him or her  assuming sale of  the maximum number  of Shares
offered.   No Selling Shareholder will own  more that 1% of the outstanding
Common  Stock after  completion of  the offering  contemplated hereby.   In
addition to  the  Selling Shareholders  named below,  certain unnamed  non-
affiliates of the Company may use this Resale Prospectus each to sell up to
the lesser  of 1,000 Shares  of Common Stock  or 1% of  the Shares issuable
under the Plans.







                                    -4-<PAGE>

<TABLE>
<CAPTION>


 <S>                      <C>                 <C>            <C>

 Name and Position         Common Stock        Common         Common Stock
 with Company              Owned on            Stock          to be Owned
                           December 31,        Under          after any
                           19941               Options2        Offering3

 A.F. Abatiell, Dir.        60,669              1,500            59,169

 Z.V. Akins, Dir.            2,884              1,500             1,384
 C.A. Cairns, Dir.           5,527              1,500             4,027

 R.C. Cody, Dir.            16,696              1,500            15,196
 A.W. Coombs, Dir.           8,570                500             8,070

 B.G. Davidson, Dir.         3,917              1,500             2,417

 J.E. Griffin, Dir.          4,079              1,500             2,579
 F.L. Lemay, Dir.          108,831             35,667            73,164

 D.C. Lyons, Dir.           11,212              1,500             9,712
 K.E. Mann, Dir.            12,513              1,500            11,013

 S.A. Morse, Dir.            6,348              1,500             4,848
 D.E. O'Brien, Dir.          6,086              1,500             4,586

 R.W. Pike, Dir.             8,235              1,500             6,735
 M.W. Richards, Dir.        26,329              1,500            24,829

 J.D. Hashagen,             29,863             17,300            12,563
 Dir., CEO, Pres.

 R.O. Madden, EVP           12,785             10,600             2,185
 R.G. Soucy, EVP            19,895             11,100             8,795

 Vermont National
 Bank

 L.J. Dunham, EVP           11,508               8,700            2,808
 W.H. George, EVP           15,521               9,700            5,821

 W.B. Fenn, EVP             18,192              10,600            7,592
 J.R. Davidson, SVP          4,149               3,000            1,149

 P.G. Gibson, SVP            4,468               3,000            1,468

 M.J. McQuaide, SVP          9,854               3,000            6,854
 T.P. Johnson, SVP          14,258               3,000           11,258

 S.A. Johnson, VP            2,998               2,000              998
 G.C. Runge, Retired         6,734               2,000            4,734
 United Bank
                                           -5-<PAGE>


 <S>                       <C>               <C>                 <C>

 K.R. Cole, Pres.           17,936                   0           17,936

 J. Neill, SVP              19,157                   0           19,157
 R. Phillips, SVP           17,774                   0           17,774

 R. Ryan-Killeen, Off.       4,271               4,140              131
 C. Demerski, Off.           4,348               2,760            1,588

 E. Morton, Off.             4,378               2,760            1,618
 S. Ball, Off.               2,807                 600            2,207

 S. Bruso, Off               1,635                 525            1,110

 L. Cantell, Off.            1,882                 650            1,232
 K. Guy, Off.                1,207                 400              807

 P. Harris, Off.             1,388                   0            1,388
 L. Lefebvre, Off.           1,129                 400              729

 J. Martin, Off.             1,707                 600            1,107
 M. Noska, VP                2,111                 725            1,386

 R. Perkins, Off.            2,262                 525            1,737
 M. Shippee, Off.            1,201                   0            1,201

 M. Turley, Controller       1,678                 550            1,128
 

  UNALLOCATED, UNGRANTED   170,500             170,500                0
  TOTALS:                  689,492             323,302          366,190
</TABLE>
______________

1 Includes shares which the  Selling Shareholder has the  right to  acquire
  pursuant to stock options currently exercisable under the Plans.
2 Includes shares subject to options listed in the first column as well  as
  the maximum number of  shares which the Selling  Shareholder may  acquire
  under the  Plans pursuant  to yet-ungranted  options, if  such number  is
  ascertainable.  The maximum  amount of options which may be granted under
  the Plans which have  not been allocated to  any Selling Shareholder  are
  listed as "UNALLOCATED".

3 Assumes exercise  of all  options and  offering of  all shares issued  on
  such exercise.
_________________________________

    Shares  may  be sold  in  ordinary brokerage  transactions through  the
NASDAQ at the prices prevailing at the time of such sales.  The commissions
payable  will be  the  regular commissions  of brokers  for  affecting such
                                    -6-<PAGE>

sales.  Sales may also be offered in block trades,  private transactions or
otherwise.  The Company will pay all expenses in preparing  and reproducing
this Prospectus, but will not receive any part of the proceeds of the  sale
of  any  Shares.     The  Selling  Shareholders  will  pay   all  brokerage
commissions.

    The  Company  will supply  the  Selling  Shareholders  with  reasonable
quantities of  prospectuses.  There  can be no  assurances that any  of the
Selling  Shareholders will exercise their options to purchase any Shares or
that, if  purchased, the Selling Shareholders  will sell any or  all of the
Shares  offered by them hereunder.   Under the  1987 Officers Non-Qualified
Stock Option Plan, options are  exercisable at a price per share  of $19.00
and expire on  October 13, 1998.   Under the  1988 Directors  Non-Qualified
Stock Option Plan,  options are exercisable at a price  per share of $19.00
and expire on October 13, 1998.  No further options are available for grant
under  the 1987  and 1988  plans.  Under  the 1994  Stock Option  Plan, the
options granted to date are  exercisable at a price per share of $19.00 and
expire  on  July 13,  2004.    The  options  granted  under the  West  Mass
Bankshares,  Inc. Stock Option Plan,  which were converted  into options to
acquire Company  Stock, are exercisable at  a price per share  of $7.50 and
10.25 and expire on  November 6, 1996 and June 9,  2003, respectively.   No
further options are available for grant under the West Mass Plan.


                     DESCRIPTION OF CAPITAL STOCK

    The Company's authorized capital stock consists of 20,000,000 shares of
common stock, $1.00  par value,  and 5,000,000 shares  of preferred  stock,
$1.00 par  value.  As of  December 31, 1994 there were  4,685,219 shares of
Common Stock  outstanding and  no  shares of  Preferred Stock  outstanding.
Each holder  of Common  Stock is  entitled to one  vote per  share for  the
election of  directors and  for all  other matters  to be  voted on  by the
Company's stockholders.   With respect  to the election  of directors,  the
Company has a classified Board, consisting of  three classes, each of which
serves a three-year term.   Thus, holders of  the Common Stock vote  on the
election  of only one  class, or approximately  one-third, of the  Board at
each  annual meeting  of shareholders.   The  holders  of Common  Stock are
entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors from funds legally available therefor.

    Upon liquidation or  dissolution of the Company, the holders  of Common
Stock are  entitled  to  receive pro  rata  the net  assets  available  for
distribution to stockholders so long as no preferred stock has been issued.
The  shares of  outstanding  Common  Stock  have  no  preemptive  or  other
subscription  rights  with respect  to the  issue  of additional  shares of
capital stock  by the  Company.   All of the  outstanding shares  of Common
Stock are  fully paid  and nonassessable, and  the shares  of Common  Stock
which are the subject of  this Prospectus will, upon their  distribution in
accordance with the Plan, be fully paid and nonassessable.

    The  Company has  an authorized  class of  preferred stock  issuable in
series, no shares of  which have been  issued.  The  Board of Directors  is
authorized  to determine preferences as to dividends and liquidation nd the
voting, redemption, conversion or  other rights of any series  of preferred
stock.  Such preferences  and rights may be  superior to or may dilute  the
rights of holders of the Common Stock.

                                    -7-<PAGE>

    The  transfer agent  and  registrar  for the  Common Stock  is  Vermont
National Bank.

                                EXPERTS

    The consolidated balance sheets of the Company as of December 31,  1994
and  1993 and  the related  consolidated statements  of income,  changes in
stockholders' equity, and cash flow for each of the years in the three-year
period  ended   December 31,  1994,  incorporated  by   reference  in  this
Registration  Statement, have been  incorporated herein in  reliance on the
report,  which  includes  explanatory paragraphs  regarding  (i) Coopers  &
Lybrand L.L.P.'s  responsibility  related  to  the  Company's  consolidated
balance  sheet  as  of  December 31,  1993  and  the  related  consolidated
statements of income,  changes in  stockholders' equity and  cash flow  for
each  of the  two years  in the  period ended  December 31,  1993; (ii) the
Company's change in  its method  of accounting for  certain investments  in
debt and equity securities and accounting for postretirement benefits other
than  pensions in  1993; and (iii) the  Company's change  in its  method of
accounting  for  income  taxes  in  1992;  of  Coopers  &  Lybrand  L.L.P.,
independent accountants, given  on the authority of that firm as experts in
accounting and auditing.

                             LEGAL MATTERS

    The  validity of  the  shares of  Common Stock  offered hereby  will be
passed upon  for  the  Company by  Sullivan &  Worcester,  One Post  Office
Square, Boston, Massachusetts 02109.

               INDEMNIFICATION OF OFFICERS AND DIRECTORS

    The Certificate of Incorporation and By-Laws of the Company provide, in
general, that, under the circumstances permitted by the General Corporation
Law of  Delaware,  and to  the fullest  extent thereof,  the Company  shall
indemnify any person who  was or is a party  or is threatened to be  made a
party to  any action, suit  or proceeding  of the type  described above  by
reason  of the fact that he or she  is or was a director, officer, employee
or agent of the Company or is or was serving at the request of  the Company
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint   venture,  trust,  employee  benefit   plan  or  other
enterprise.  The Company carries directors and officers liability insurance
in connection with the foregoing.


                           - End of Prospectus -

                                    -8-<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The  following documents filed  by the Company with  the Securities and
Exchange  Commission pursuant  to  the  Securities  Exchange  Act  of  1934
("Exchange  Act")  are  incorporated  in  this  Registration  Statement  by
reference:

    (i)  The  Company's  Annual  Report  on  Form 10-K  for  the  year ended
         December 31, 1994.

    All documents subsequently filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act prior the  filing by the Company of a post-
effective amendment which indicates that all securities offered hereby 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  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  of this  Registration Statement  to the  extent that  a statement
contained herein or any other subsequently filed document which also  is or
is deemed to  be incorporated  by reference herein  modifies or  supersedes
such statement.  Any such statements 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.  Interest of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    The  General  Corporation  Law of  Delaware  empowers a  corporation to
indemnify any person who  was or is a party  or is threatened to be  made a
party to any threatened,  pending or completed action, suit  or proceeding,
whether civil,  criminal, administrative or investigative by  reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or  was serving at  the request of  the corporation as  a
director, officer,  employee or agent of  another corporation, partnership,
joint  venture, trust  or other  enterprise.   A corporation  may indemnify
against  expenses (including attorneys' fees) and, other than in respect of
any action by or in the right of the corporation,  against judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  in
connection with such action,  suit or proceeding if the  person indemnified
acted in good faith and in a manner he  or she reasonably believed to be in
or not opposed to the best  interests of the corporation, and, with respect
to any criminal action  or proceeding, had no  reasonable cause to  believe
his or her conduct  was unlawful.  In the case  of any action by or  in the

                                    II-1<PAGE>

right of the corporation, no indemnification may be made in  respect to any
claim, issue or matter as to which such  person shall have been adjudged to
be liable to  the corporation unless and only to the  extent that the Court
of  Chancery or the court in which  such action was brought shall determine
that  despite the  adjudication  of liability  such  person is  fairly  and
reasonably  entitled to indemnity for  such expenses which  the court shall
deem proper.  The Delaware General Corporation Law further provides that to
the extent a director, officer, employee or agent of a corporation has been
successful  in the  defense of any  action, suit or  proceeding referred to
above  or in the defense of  any claim, issue or matter  therein, he or she
shall be indemnified against expenses (including attorneys' fees)  actually
and reasonably incurred by him or her in connection therewith.

    The Certificate of Incorporation  and By-Laws of registrant provide, in
general, that, under the circumstances permitted by the General Corporation
Law of  the State  of  Delaware, and  to the  fullest  extent thereof,  the
registrant  shall  indemnify  any person  who  was  or  is  a party  or  is
threatened to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he  or she is or was a director,
officer,  employee or  agent of  registrant  or is  or was  serving at  the
request of registrant as  a director, officer, employee or agent of another
corporation, partnership, joint  venture, trust, employee  benefit plan  or
other enterprise.

    The registrant  carries Directors and Officers  Liability Insurance  in
connection with the foregoing.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

  Exhibit
   4.1.a    Company's 1987 Non-Qualified Stock Option Plan,
            as amended.

   4.1.b    Company's 1988 Directors Non-Qualified Stock
            Option Plan.

   4.1.c    Company's 1994 Stock Option Plan.
   4.1.d    West Mass Bankshares, Inc. Stock Option Plan.

    5.1     Opinion of Sullivan & Worcester.
    24.1    Consent of Coopers & Lybrand.

    24.2    Consent of Sullivan & Worcester (included in
            Exhibit 5).

    25.1    Power of Attorney (included on the Signature
            Page attached hereto).

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:
                                    II-2<PAGE>

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

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

                (ii)  To reflect  in  the prospectus  any facts  or  events
           arising after  the effective date of  the registration statement
           (or the  most  recent post-effective  amendment thereof)  which,
           individually or in the aggregate, represent a fundamental change
           in the information set forth in the registration statement;

               (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;

    (2)  That,  for the  purpose  of determining  any  liability under  the
         Securities Act  of 1933, each such  post-effective amendment shall
         be  deemed  to be  a new  registration  statement relating  to the
         securities offered therein, and the offering of such securities at
         that time  shall be deemed  to be  the initial bona  fide offering
         thereof.

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

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

    (5)  Insofar  as  indemnification  for liabilities  arising  under  the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of  the registrant pursuant  to the  foregoing
         provisions, or  otherwise, the registrant has been advised that in
         the  opinion  of  the  Securities  and  Exchange  Commission  such
         indemnification is against public  policy as expressed in  the 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 of controlling person of  the registrant in the successful
         defense of any  action, suit  or proceeding) is  asserted by  such
         director,  officer of  controlling person  in connection  with the
         securities being registered, the registrant will submit to a court
         of   appropriate  jurisdiction  the   question  of   whether  such

                                    II-3<PAGE>

         indemnification by it is against public policy as expressed in the
         act and will be governed by the final adjudication of such issue.














                                    II-4<PAGE>

                                 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-3 and  Form S-8 and has
duly caused this  Registration Statement to be signed on  its behalf by the
undersigned, thereunto duly  authorized, in the Town of  Brattleboro, State
of Vermont, on March 22, 1995.

                             VERMONT FINANCIAL SERVICES CORP.


                             By: /s/John D. Hashagen, Jr.
                                John D. Hashagen, Jr., President


     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.

     By  so signing,  each of the  undersigned in his  or her capacity  as a
director or officer,  or both,  as the case  may be,  of the Company,  does
hereby appoint John  D. Hashagen, Jr., and  Richard O. Madden, and each  of
them, with full power of substitution, his or her true and lawful attorneys
or  attorney in-fact  and agent  to execute  in his or  her name,  place or
stead, in his or her capacity as a director or officer or both, as the case
may be, of the Company, any  and all amendments thereto and all instruments
necessary or incidental in connection therewith, and to  file the same with
the  Securities and Exchange Commission.  Each of said attorneys shall have
full  power and authority to  do and perform  in the name and  on behalf of
each of the  undersigned, in any and  all capacities, every  act whatsoever
requisite  or necessary  to be done  in the  premises as  fully and  to all
intents  and purposes  as each  of  the undersigned  might or  could do  in
person,  hereby ratifying and approving the  acts of said attorney and each
of them.

<TABLE>
<CAPTION>
<S>                               <C>                              <C>
   Signature                        Title                               Date

/s/John D. Hashagen, Jr.            President and Director
John D. Hashagen, Jr.                (Principal Executive Officer)      March 22, 1995

/s/Richard O. Madden                Treasurer (Chief Financial
Richard O. Madden                     and Accounting Officer)           March 22, 1995

/s/Anthony F. Abatiell              Director                            March 22, 1995
Anthony F. Abatiell


/s/Zane V. Akins                    Director                            March 22, 1995
Zane V. Akins

                                           II-5<PAGE>

/s/Charles A. Cairns                Director                            March 22, 1995
Charles A. Cairns


/s/Robert C. Cody                   Director                            March 22, 1995
Robert C. Cody


/s/Allyn W. Coombs                  Director                            March 22, 1995
Allyn W. Coombs


/s/Beverly G. Davidson              Director                            March 22, 1995
Beverly G. Davidson


/s/James E. Griffin                 Director                            March 22, 1995
James E. Griffin


/s/Francis L. Lemay                 Director                            March 22, 1995
Francis L. Lemay


/s/Daniel C. Lyons                  Director                            March 22, 1995
Daniel C. Lyons


/s/Kimball E. Mann                  Director                            March 22, 1995
Kimball E. Mann


/s/Stephen A. Morse                 Director                            March 22, 1995
Stephen A. Morse


/s/ Donald E. O'Brien               Director                            March 22, 1995
Donald E. O'Brien


/s/Roger M. Pike                    Director                            March 22, 1995
Roger M. Pike


/s/Mark W. Richards                 Director                            March 22, 1995
Mark W. Richards
</TABLE>
                                           II-6<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38350}]
Registration No. 33-___

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                          ____________________

                                FORM S-8
                                   and
                                FORM S-3
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________

                    VERMONT FINANCIAL SERVICES CORP.
         (exact name of registrant as specified in its charter)

              DELAWARE                     03-0284445
      (State of Incorporation)  (IRS Employer Identification No.)

             100 MAIN STREET, BRATTLEBORO, VERMONT 05301
                           (802) 257-7151
    (Address and telephone number of principal executive offices)

                  John D. Hashagen, Jr., President
                  Vermont Financial Services Corp.
                           100 Main Street
                     Brattleboro, Vermont 05301
                           (802) 257-7151
     (Name, address and telephone number for agent for service)
                        ____________________

                              Copy to:
                     Christopher Cabot, Esquire
                        Sullivan & Worcester
                       One Post Office Square
                     Boston, Massachusetts 02109
                           (617) 338-2800

Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.  / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than the securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  / /
CALCULATION OF REGISTRATION FEE
Title of Each     Amount      Proposed        Proposed     Amount of
      Class of        to be       Maximum         Maximum     Registrat
  Securities to be   Registe  Offering Price     Aggregate     ion Fee
     Registered       red *     Per Unit **   Offering Price
                                                    **

 Common Stock, Par   323,302      $22.63        $7,316,324    $2,522.89
    Value $1.00
/TABLE
* In the event of a stock split, stock dividend or similar transaction
  involving Common Stock of the Company, the number of shares registered
  hereby shall automatically be increased to cover such additional shares
  in accordance with Rule 416(a).

**   Estimated solely for purposes of calculating the registration fee on
     the basis of the average of the closing bid and asked prices, as
     reported on NASDAQ, of the Common Stock, on March 23, 1995.
VERMONT FINANCIAL SERVICES CORP.

                CROSS REFERENCE SHEET SHOWING LOCATION

        OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
ITEMS OF PART I OF FORM S-3       HEADINGS IN PROSPECTUS

 1.   Forepart of Registration          Forepart and Outside Front Cover
      Statement and Outside Front       Page
      Cover Page of Prospectus

 2.   Inside Front and Outside Back     Inside Front Cover Page; Available
      Cover Pages of Prospectus         Information; Incorporation of
                                        Documents by Reference

 3.   Summary Information; Risk         Not Applicable
      Factors; and Ratio of Earnings
      to Fixed Charges Risk Factors
 4.   Use of Proceeds                   Not Applicable - See Cover Page of
                                        Prospectus

 5.   Determination of Offering Price   Cover Page
 6.   Dilution                          Not Applicable

 7.   Selling Security Holders          Selling Shareholders

 8.   Plan of Distribution              Selling Shareholders
 9.   Description of Securities to be   Description of Capital Stock
      Registered

 10.  Interests of Named Experts and    Not Applicable
      Counsel
 11.  Material Changes                  Not Applicable

 12.  Incorporation of Certain          Incorporation of Documents
      Information by Reference

 13.  Disclosure of Commission          Indemnification of Directors and
      Position on Indemnification for   Officers
      Securities Act Liabilities
(i)
VERMONT FINANCIAL SERVICES CORP.

                           RESALE PROSPECTUS
                             COMMON STOCK

                           ($1.00 Par Value)

     This  Prospectus  relates  to  an aggregate  of  323,302  shares  (the
"Shares") of Common Stock, $1.00 par value (the "Common Stock"), of Vermont
Financial Services Corporation  (the "Company") that  may be offered,  from
time to  time, by  directors and  certain officers of  the Company  and its
subsidiaries (the "Selling Shareholders").   The Common Stock is designated
on  the NASDAQ National Market  System ("NASDAQ") under  the symbol "VFSC".
Shares  may be issued to certain current  and former directors and officers
upon their exercise of stock options granted pursuant to one or more of the
Company's  1987 Non-Qualified Stock Option  Plan, as amended, the Company's
1988 Directors Non-Qualified Stock Option Plan, its 1994 Stock Option Plan,
as well as the Stock Option Plan of West Mass Bankshares, Inc. which merged
into the Company  in 1994 (together,  the "Plans").   When acquired by  the
Selling Shareholders,  Shares may be sold,  from time to time,  in ordinary
brokers' transactions through  the NASDAQ  at the price  prevailing at  the
time of such sales.  The commission payable will be  the regular commission
a broker receives for effecting such sales.  Shares may  also be offered in
block trades, private transactions or  otherwise.  The net proceeds  to the
Selling Shareholders will be  the proceeds received by them upon such sales
less brokerage commissions.  The Company  will receive no proceeds from the
sale  of Shares.   Information  regarding the  Selling Shareholders  is set
forth below under the heading "Selling Shareholders and Shares That  May Be
Offered."   All expenses of  registration incurred in  connection with this
offering are being borne by the Company, but the selling and other expenses
incurred by individual Selling Shareholders will be borne by them.

     No person  is  authorized  to give  any  information  or to  make  any
representations other than  those contained or incorporated by reference in
this Prospectus in connection  with the offer contained in  this Prospectus
and, if given or made,  any such information or representation must  not be
relied upon as having been authorized by the Company.  This Prospectus does
not  constitute an  offer to  sell or  a solicitation  of an  offer to  buy
securities in  any state or other  jurisdiction where, or to  any person to
whom, it is unlawful  to make such an  offer or solicitation.  Neither  the
delivery of this  Prospectus nor any sale  made hereunder shall,  under any
circumstances, create any implication that there  has been no change in the
affairs of the Company since the date hereof.

     On March 23,  1995, the last reported  sale price of the  Common Stock
on the NASDAQ was $22.63 per share.

                         ____________________

              THESE SECURITIES HAVE NOT BEEN APPROVED OR
         DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
            NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
          OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
                TO THE CONTRARY IS A CRIMINAL OFFENCE.
                         ____________________

             The date of this Prospectus is March 24, 1995

                                    -2-
AVAILABLE INFORMATION

     Vermont   Financial  Services  Corp.,   a  Delaware  corporation  (the
"Company"), is the successor to Vermont Financial Services Corp., a Vermont
corporation  ("VFSC Vermont"),  as  a  result  of  a  merger  effective  on
April 17, 1990.  The  Company is subject to the  informational requirements
of  the Securities  Exchange Act of  1934, as amended  (the "Exchange Act")
and,  in accordance therewith, files reports and other information with the
Securities and  Exchange Commission (the "Commission").   Proxy statements,
reports and other information  concerning the Company can be  inspected and
copied at the  Commission's office at  450 Fifth Street, N.W.,  Washington,
D.C.  20549  and the  Commission's Regional  Offices  in New  York (75 Park
Place, Room 1228, New York, New York 10007) and Chicago (230 South Dearborn
Street, Room 3190, Chicago, Illinois  60604).  Copies of such  material can
be obtained from  the Public  Reference Section  of the  Commission at  450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

                INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following documents  heretofore  filed  with the  Commission  are
incorporated herein by reference:

         (i)  The Company's Annual Report on  Form 10-K for the  year ended
              December 31, 1994.

        (ii)  All other  reports filed  with the Commission  by the Company
              pursuant  to Section 13(a) or 15(d) of the Exchange Act since
              December 31, 1994 and prior to the date of this Prospectus.

     All documents  filed by  the Company  pursuant to  Sections 13, 14  or
15(d) of the Exchange Act, after the date hereof and before the termination
of  the  offering  shall be  deemed  incorporated  by  reference into  this
Prospectus and to be a part hereof from the date of filing 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  of this Prospectus to the extent  that a statement
contained herein, or in any subsequently filed document which also is or is
deemed  to  be  incorporated  by reference,  modifies  or  supersedes  such
statement.   Any statement so  modified or superseded  shall not be deemed,
except  as  so modified  or  superseded,  to  constitute  a  part  of  this
Prospectus.

     Any person  receiving a  copy of  this Prospectus  may obtain  without
charge, upon request, a copy of any of the documents incorporated herein by
reference, except for  the exhibits  to such documents.   Written  requests
should  be mailed  to Vermont  Financial Services  Corp., 100  Main Street,
Brattleboro, Vermont 05301, Attention:   Treasurer.  Telephone requests may
be directed to (802) 257-7151.

                                    -3-
THE COMPANY

     Vermont  Financial  Services   Corp.,  a  Delaware  corporation,   was
organized in  1990 and  became the successor  of VFSC Vermont  on April 17,
1990 pursuant to a merger of VFSC Vermont into the Company.  The merger was
carried   out  for  the  purpose   of  changing  the   Company's  state  of
incorporation from  Vermont to Delaware.   The  Company is  a bank  holding
company  and has  two wholly-owned  subsidiaries, Vermont National  Bank, a
national  banking association  ("VNB") which  operates out  of 31  branches
throughout  the State of Vermont,  and United Bank  ("UB"), a Massachusetts
chartered bank which operates out of six branches in Western Massachusetts.
The  principal  offices of  the Company  and VNB  are  located at  100 Main
Street,  Brattleboro, Vermont  05301.   The Company's  telephone  number is
(802) 257-7151.  UB's  principal offices are located  at 45 Federal Street,
Greenfield, Massachusetts  01301.   VNB  engages in  commercial and  retail
banking and  in the trust business,  including the taking of  deposits, the
making  of  secured  and  unsecured  loans,  the  financing  of  commercial
transactions, the  performance of  corporate,  pension and  personal  trust
services.   UB is engaged in  the business of attracting  deposits from the
general public and originating  residential mortgage loans.  UB  also makes
mortgage loans on commercial real estate and originates consumer loans.

     The Company, VNB and  UB are subject to federal, state  and local laws
applicable to banks  and bank holding  companies and to the  regulations of
the Board of Governors  of the Federal Reserve System,  the Federal Deposit
Insurance Corporation, the Comptroller of the Currency (in the case of VNB)
and the Massachusetts Board of Bank Incorporation (in the case of UB).

     SELLING SHAREHOLDERS AND SHARES THAT MAY BE OFFERED

     Shares acquired and offered by  Selling Shareholders upon the exercise
of  stock options  under one or  more of  the Plans  may be  authorized and
unissued shares, treasury  shares or  shares acquired on  the open  market,
although it is anticipated that  most of such Shares will be  acquired from
treasury.

     The following table sets  forth the name of each  Selling Shareholder,
his  or her  position with  the Company,  VNB or UB  during the  past three
years, the amount of Common Stock (including stock options under the Plans)
owned by  him or her as of December 31, 1994,  the maximum amount of Common
Stock that may be  offered by him or  her pursuant to this Prospectus  upon
the exercise  of stock options  under the Plans,  and the amount  of Common
Stock owned by  him or her  assuming sale of  the maximum number  of Shares
offered.   No Selling Shareholder will own  more that 1% of the outstanding
Common  Stock after  completion of  the offering  contemplated hereby.   In
addition to  the  Selling Shareholders  named below,  certain unnamed  non-
affiliates of the Company may use this Resale Prospectus each to sell up to
the lesser  of 1,000 Shares  of Common Stock  or 1% of  the Shares issuable
under the Plans.

                                    -4-
Name and Position         Common Stock        Common         Common Stock
 with Company              Owned on            Stock          to be Owned
                           December 31,        Under          after any
                           19941               Options2        Offering3

 A.F. Abatiell, Dir.        60,669              1,500            59,169

 Z.V. Akins, Dir.            2,884              1,500             1,384
 C.A. Cairns, Dir.           5,527              1,500             4,027

 R.C. Cody, Dir.            16,696              1,500            15,196
 A.W. Coombs, Dir.           8,570                500             8,070

 B.G. Davidson, Dir.         3,917              1,500             2,417

 J.E. Griffin, Dir.          4,079              1,500             2,579
 F.L. Lemay, Dir.          108,831             35,667            73,164

 D.C. Lyons, Dir.           11,212              1,500             9,712
 K.E. Mann, Dir.            12,513              1,500            11,013

 S.A. Morse, Dir.            6,348              1,500             4,848
 D.E. O'Brien, Dir.          6,086              1,500             4,586

 R.W. Pike, Dir.             8,235              1,500             6,735
 M.W. Richards, Dir.        26,329              1,500            24,829

 J.D. Hashagen,             29,863             17,300            12,563
 Dir., CEO, Pres.

 R.O. Madden, EVP           12,785             10,600             2,185
 R.G. Soucy, EVP            19,895             11,100             8,795

 Vermont National
 Bank

 L.J. Dunham, EVP           11,508               8,700            2,808
 W.H. George, EVP           15,521               9,700            5,821

 W.B. Fenn, EVP             18,192              10,600            7,592
 J.R. Davidson, SVP          4,149               3,000            1,149

 P.G. Gibson, SVP            4,468               3,000            1,468

 M.J. McQuaide, SVP          9,854               3,000            6,854
 T.P. Johnson, SVP          14,258               3,000           11,258

 S.A. Johnson, VP            2,998               2,000              998
 G.C. Runge, Retired         6,734               2,000            4,734
 United Bank
                                           -5-
K.R. Cole, Pres.           17,936                   0           17,936

 J. Neill, SVP              19,157                   0           19,157
 R. Phillips, SVP           17,774                   0           17,774

 R. Ryan-Killeen, Off.       4,271               4,140              131
 C. Demerski, Off.           4,348               2,760            1,588

 E. Morton, Off.             4,378               2,760            1,618
 S. Ball, Off.               2,807                 600            2,207

 S. Bruso, Off               1,635                 525            1,110

 L. Cantell, Off.            1,882                 650            1,232
 K. Guy, Off.                1,207                 400              807

 P. Harris, Off.             1,388                   0            1,388
 L. Lefebvre, Off.           1,129                 400              729

 J. Martin, Off.             1,707                 600            1,107
 M. Noska, VP                2,111                 725            1,386

 R. Perkins, Off.            2,262                 525            1,737
 M. Shippee, Off.            1,201                   0            1,201

 M. Turley, Controller       1,678                 550            1,128
 

  UNALLOCATED, UNGRANTED   170,500             170,500                0
  TOTALS:                  689,492             323,302          366,190
______________

1 Includes shares which the  Selling Shareholder has the  right to  acquire
  pursuant to stock options currently exercisable under the Plans.
2 Includes shares subject to options listed in the first column as well  as
  the maximum number of  shares which the Selling  Shareholder may  acquire
  under the  Plans pursuant  to yet-ungranted  options, if  such number  is
  ascertainable.  The maximum  amount of options which may be granted under
  the Plans which have  not been allocated to  any Selling Shareholder  are
  listed as "UNALLOCATED".

3 Assumes exercise  of all  options and  offering of  all shares issued  on
  such exercise.
_________________________________

    Shares  may  be sold  in  ordinary brokerage  transactions through  the
NASDAQ at the prices prevailing at the time of such sales.  The commissions
payable  will be  the  regular commissions  of brokers  for  affecting such
                                    -6-
sales.  Sales may also be offered in block trades,  private transactions or
otherwise.  The Company will pay all expenses in preparing  and reproducing
this Prospectus, but will not receive any part of the proceeds of the  sale
of  any  Shares.     The  Selling  Shareholders  will  pay   all  brokerage
commissions.

    The  Company  will supply  the  Selling  Shareholders  with  reasonable
quantities of  prospectuses.  There  can be no  assurances that any  of the
Selling  Shareholders will exercise their options to purchase any Shares or
that, if  purchased, the Selling Shareholders  will sell any or  all of the
Shares  offered by them hereunder.   Under the  1987 Officers Non-Qualified
Stock Option Plan, options are  exercisable at a price per share  of $19.00
and expire on  October 13, 1998.   Under the  1988 Directors  Non-Qualified
Stock Option Plan,  options are exercisable at a price  per share of $19.00
and expire on October 13, 1998.  No further options are available for grant
under  the 1987  and 1988  plans.  Under  the 1994  Stock Option  Plan, the
options granted to date are  exercisable at a price per share of $19.00 and
expire  on  July 13,  2004.    The  options  granted  under the  West  Mass
Bankshares,  Inc. Stock Option Plan,  which were converted  into options to
acquire Company  Stock, are exercisable at  a price per share  of $7.50 and
10.25 and expire on  November 6, 1996 and June 9,  2003, respectively.   No
further options are available for grant under the West Mass Plan.

                     DESCRIPTION OF CAPITAL STOCK

    The Company's authorized capital stock consists of 20,000,000 shares of
common stock, $1.00  par value,  and 5,000,000 shares  of preferred  stock,
$1.00 par  value.  As of  December 31, 1994 there were  4,685,219 shares of
Common Stock  outstanding and  no  shares of  Preferred Stock  outstanding.
Each holder  of Common  Stock is  entitled to one  vote per  share for  the
election of  directors and  for all  other matters  to be  voted on  by the
Company's stockholders.   With respect  to the election  of directors,  the
Company has a classified Board, consisting of  three classes, each of which
serves a three-year term.   Thus, holders of  the Common Stock vote  on the
election  of only one  class, or approximately  one-third, of the  Board at
each  annual meeting  of shareholders.   The  holders  of Common  Stock are
entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors from funds legally available therefor.

    Upon liquidation or  dissolution of the Company, the holders  of Common
Stock are  entitled  to  receive pro  rata  the net  assets  available  for
distribution to stockholders so long as no preferred stock has been issued.
The  shares of  outstanding  Common  Stock  have  no  preemptive  or  other
subscription  rights  with respect  to the  issue  of additional  shares of
capital stock  by the  Company.   All of the  outstanding shares  of Common
Stock are  fully paid  and nonassessable, and  the shares  of Common  Stock
which are the subject of  this Prospectus will, upon their  distribution in
accordance with the Plan, be fully paid and nonassessable.

    The  Company has  an authorized  class of  preferred stock  issuable in
series, no shares of  which have been  issued.  The  Board of Directors  is
authorized  to determine preferences as to dividends and liquidation nd the
voting, redemption, conversion or  other rights of any series  of preferred
stock.  Such preferences  and rights may be  superior to or may dilute  the
rights of holders of the Common Stock.

                                    -7-
The  transfer agent  and  registrar  for the  Common Stock  is  Vermont
National Bank.

                                EXPERTS

    The consolidated balance sheets of the Company as of December 31,  1994
and  1993 and  the related  consolidated statements  of income,  changes in
stockholders' equity, and cash flow for each of the years in the three-year
period  ended   December 31,  1994,  incorporated  by   reference  in  this
Registration  Statement, have been  incorporated herein in  reliance on the
report,  which  includes  explanatory paragraphs  regarding  (i) Coopers  &
Lybrand L.L.P.'s  responsibility  related  to  the  Company's  consolidated
balance  sheet  as  of  December 31,  1993  and  the  related  consolidated
statements of income,  changes in  stockholders' equity and  cash flow  for
each  of the  two years  in the  period ended  December 31,  1993; (ii) the
Company's change in  its method  of accounting for  certain investments  in
debt and equity securities and accounting for postretirement benefits other
than  pensions in  1993; and (iii) the  Company's change  in its  method of
accounting  for  income  taxes  in  1992;  of  Coopers  &  Lybrand  L.L.P.,
independent accountants, given  on the authority of that firm as experts in
accounting and auditing.

                             LEGAL MATTERS

    The  validity of  the  shares of  Common Stock  offered hereby  will be
passed upon  for  the  Company by  Sullivan &  Worcester,  One Post  Office
Square, Boston, Massachusetts 02109.

               INDEMNIFICATION OF OFFICERS AND DIRECTORS

    The Certificate of Incorporation and By-Laws of the Company provide, in
general, that, under the circumstances permitted by the General Corporation
Law of  Delaware,  and to  the fullest  extent thereof,  the Company  shall
indemnify any person who  was or is a party  or is threatened to be  made a
party to  any action, suit  or proceeding  of the type  described above  by
reason  of the fact that he or she  is or was a director, officer, employee
or agent of the Company or is or was serving at the request of  the Company
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint   venture,  trust,  employee  benefit   plan  or  other
enterprise.  The Company carries directors and officers liability insurance
in connection with the foregoing.

                           - End of Prospectus -

                                    -8-
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The  following documents filed  by the Company with  the Securities and
Exchange  Commission pursuant  to  the  Securities  Exchange  Act  of  1934
("Exchange  Act")  are  incorporated  in  this  Registration  Statement  by
reference:

    (i)  The  Company's  Annual  Report  on  Form 10-K  for  the  year ended
         December 31, 1994.

    All documents subsequently filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act prior the  filing by the Company of a post-
effective amendment which indicates that all securities offered hereby 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  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  of this  Registration Statement  to the  extent that  a statement
contained herein or any other subsequently filed document which also  is or
is deemed to  be incorporated  by reference herein  modifies or  supersedes
such statement.  Any such statements 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.  Interest of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    The  General  Corporation  Law of  Delaware  empowers a  corporation to
indemnify any person who  was or is a party  or is threatened to be  made a
party to any threatened,  pending or completed action, suit  or proceeding,
whether civil,  criminal, administrative or investigative by  reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or  was serving at  the request of  the corporation as  a
director, officer,  employee or agent of  another corporation, partnership,
joint  venture, trust  or other  enterprise.   A corporation  may indemnify
against  expenses (including attorneys' fees) and, other than in respect of
any action by or in the right of the corporation,  against judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  in
connection with such action,  suit or proceeding if the  person indemnified
acted in good faith and in a manner he  or she reasonably believed to be in
or not opposed to the best  interests of the corporation, and, with respect
to any criminal action  or proceeding, had no  reasonable cause to  believe
his or her conduct  was unlawful.  In the case  of any action by or  in the

                                    II-1
right of the corporation, no indemnification may be made in  respect to any
claim, issue or matter as to which such  person shall have been adjudged to
be liable to  the corporation unless and only to the  extent that the Court
of  Chancery or the court in which  such action was brought shall determine
that  despite the  adjudication  of liability  such  person is  fairly  and
reasonably  entitled to indemnity for  such expenses which  the court shall
deem proper.  The Delaware General Corporation Law further provides that to
the extent a director, officer, employee or agent of a corporation has been
successful  in the  defense of any  action, suit or  proceeding referred to
above  or in the defense of  any claim, issue or matter  therein, he or she
shall be indemnified against expenses (including attorneys' fees)  actually
and reasonably incurred by him or her in connection therewith.

    The Certificate of Incorporation  and By-Laws of registrant provide, in
general, that, under the circumstances permitted by the General Corporation
Law of  the State  of  Delaware, and  to the  fullest  extent thereof,  the
registrant  shall  indemnify  any person  who  was  or  is  a party  or  is
threatened to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he  or she is or was a director,
officer,  employee or  agent of  registrant  or is  or was  serving at  the
request of registrant as  a director, officer, employee or agent of another
corporation, partnership, joint  venture, trust, employee  benefit plan  or
other enterprise.

    The registrant  carries Directors and Officers  Liability Insurance  in
connection with the foregoing.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

  Exhibit
   4.1.a    Company's 1987 Non-Qualified Stock Option Plan,
            as amended.

   4.1.b    Company's 1988 Directors Non-Qualified Stock
            Option Plan.

   4.1.c    Company's 1994 Stock Option Plan.
   4.1.d    West Mass Bankshares, Inc. Stock Option Plan.

    5.1     Opinion of Sullivan & Worcester.
    24.1    Consent of Coopers & Lybrand.

    24.2    Consent of Sullivan & Worcester (included in
            Exhibit 5).

    25.1    Power of Attorney (included on the Signature
            Page attached hereto).

Item 9.  Undertakings.

    The undersigned registrant hereby undertakes:
                                    II-2
(1)  To  file, during any  period in  which offers  or sales  are being
         made, a post-effective amendment to this registration statement:

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

                (ii)  To reflect  in  the prospectus  any facts  or  events
           arising after  the effective date of  the registration statement
           (or the  most  recent post-effective  amendment thereof)  which,
           individually or in the aggregate, represent a fundamental change
           in the information set forth in the registration statement;

               (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;

    (2)  That,  for the  purpose  of determining  any  liability under  the
         Securities Act  of 1933, each such  post-effective amendment shall
         be  deemed  to be  a new  registration  statement relating  to the
         securities offered therein, and the offering of such securities at
         that time  shall be deemed  to be  the initial bona  fide offering
         thereof.

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

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

    (5)  Insofar  as  indemnification  for liabilities  arising  under  the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of  the registrant pursuant  to the  foregoing
         provisions, or  otherwise, the registrant has been advised that in
         the  opinion  of  the  Securities  and  Exchange  Commission  such
         indemnification is against public  policy as expressed in  the 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 of controlling person of  the registrant in the successful
         defense of any  action, suit  or proceeding) is  asserted by  such
         director,  officer of  controlling person  in connection  with the
         securities being registered, the registrant will submit to a court
         of   appropriate  jurisdiction  the   question  of   whether  such

                                    II-3
indemnification by it is against public policy as expressed in the
         act and will be governed by the final adjudication of such issue.

                                    II-4
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-3 and  Form S-8 and has
duly caused this  Registration Statement to be signed on  its behalf by the
undersigned, thereunto duly  authorized, in the Town of  Brattleboro, State
of Vermont, on March 22, 1995.

                             VERMONT FINANCIAL SERVICES CORP.

                             By: /s/John D. Hashagen, Jr.
                                John D. Hashagen, Jr., President

     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.

     By  so signing,  each of the  undersigned in his  or her capacity  as a
director or officer,  or both,  as the case  may be,  of the Company,  does
hereby appoint John  D. Hashagen, Jr., and  Richard O. Madden, and each  of
them, with full power of substitution, his or her true and lawful attorneys
or  attorney in-fact  and agent  to execute  in his or  her name,  place or
stead, in his or her capacity as a director or officer or both, as the case
may be, of the Company, any  and all amendments thereto and all instruments
necessary or incidental in connection therewith, and to  file the same with
the  Securities and Exchange Commission.  Each of said attorneys shall have
full  power and authority to  do and perform  in the name and  on behalf of
each of the  undersigned, in any and  all capacities, every  act whatsoever
requisite  or necessary  to be done  in the  premises as  fully and  to all
intents  and purposes  as each  of  the undersigned  might or  could do  in
person,  hereby ratifying and approving the  acts of said attorney and each
of them.
Signature                        Title                               Date

/s/John D. Hashagen, Jr.            President and Director
John D. Hashagen, Jr.                (Principal Executive Officer)      March 22, 1995

/s/Richard O. Madden                Treasurer (Chief Financial
Richard O. Madden                     and Accounting Officer)           March 22, 1995

/s/Anthony F. Abatiell              Director                            March 22, 1995
Anthony F. Abatiell

/s/Zane V. Akins                    Director                            March 22, 1995
Zane V. Akins

                                           II-5
/s/Charles A. Cairns                Director                            March 22, 1995
Charles A. Cairns

/s/Robert C. Cody                   Director                            March 22, 1995
Robert C. Cody

/s/Allyn W. Coombs                  Director                            March 22, 1995
Allyn W. Coombs

/s/Beverly G. Davidson              Director                            March 22, 1995
Beverly G. Davidson

/s/James E. Griffin                 Director                            March 22, 1995
James E. Griffin

/s/Francis L. Lemay                 Director                            March 22, 1995
Francis L. Lemay

/s/Daniel C. Lyons                  Director                            March 22, 1995
Daniel C. Lyons

/s/Kimball E. Mann                  Director                            March 22, 1995
Kimball E. Mann

/s/Stephen A. Morse                 Director                            March 22, 1995
Stephen A. Morse

/s/ Donald E. O'Brien               Director                            March 22, 1995
Donald E. O'Brien

/s/Roger M. Pike                    Director                            March 22, 1995
Roger M. Pike

/s/Mark W. Richards                 Director                            March 22, 1995
Mark W. Richards
II-6