Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
             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 OR OTHER JURISDICTION         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)

                   100 MAIN STREET, BRATTLEBORO, VERMONT 05301
                                  802-257-7151
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                              --------------------

                   Vermont Federal Bank, FSB Stock Option Plan
                     Eastern Bancorp, Inc. Stock Option Plan
                            (FULL TITLE OF THE PLANS)
                              --------------------

                              JOHN D. HASHAGEN, JR.
                        VERMONT FINANCIAL SERVICES CORP.
                                 100 Main Street
                           Brattleboro, Vermont 05301
                                  802-257-7151
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                    COPY TO:
                             STEPHEN J. COUKOS, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              --------------------
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to  Amount to be     Proposed Maximum Offering        Proposed Maximum        Aggregate Amount of
          be Registered(1)             Registered        Price Per Security(2)    Aggregate Offering Price(2)    Registration Fee
------------------------------------  ------------     -------------------------  ---------------------------   -------------------
<S>                                  <C>                     <C>                         <C>                     <C>
Common Stock, par value $1.00           9,682 shares          $   5.16                    $    49,959.12           $    15.14
Common Stock, par value $1.00           1,936 shares          $   8.78                    $    16,998.08           $     5.15
Common Stock, par value $1.00          20,333 shares          $   9.03                    $   183,606.99           $    55.64
Common Stock, par value $1.00           9,485 shares          $  13.94                    $   132,220.90           $    40.07
Common Stock, par value $1.00          17,426 shares          $  14.21                    $   247,623.46           $    75.04
Common Stock, par value $1.00         118,366 shares          $  14.72                    $ 1,742,347.52           $   527.98
Common Stock, par value $1.00          21,780 shares          $  18.33                    $   399,227.40           $   120.98
Common Stock, par value $1.00             968 shares          $  21.04                    $    20,366.72           $     6.17
Common Stock, par value $1.00           6,776 shares          $  21.81                    $   147,784.56           $    44.78
Common Stock, par value $1.00          11,390 shares          $  24.52                    $   279,282.80           $    84.63
Common Stock, par value $1.00           7,744 shares          $  25.82                    $   199,950.08           $    60.59
    Total                             225,886 shares                                      $ 3,419,367.63           $ 1,036.17
<FN>
(1)  Options to purchase  Common Stock under the Vermont  Federal Bank,  FSB Stock Option Plan and the Eastern  Bancorp,  Inc. Stock
     Option Plan were assumed by Vermont  Financial  Services  Corp.  (the  "Company")  pursuant to a certain  Agreement and Plan of
     Reorganization by and among the Company, Eastern Bancorp, Inc. and Vermont Federal Bank, FSB, dated as of November 13, 1996.
(2)  The Proposed  Maximum  Offering  Price Per Share was estimated  pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of  calculating  the  registration  fee.  With respect to 226,222  shares which are subject to  outstanding  options to
     purchase  Common Stock under the Vermont Federal Bank, FSB Stock Option Plan and the Eastern  Bancorp,  Inc. Stock Option Plan,
     the Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h), under which the per share price of options
     to purchase stock under an employee stock option plan may be estimated by reference to the exercise price of such options.
</FN>
</TABLE>
<PAGE>


                        VERMONT FINANCIAL SERVICES CORP.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Securities and Exchange  Commission are  incorporated by reference in and made a
part of this Registration Statement, as of their respective dates:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1996;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997; and

         (c)      The  description of the Common Stock of the Company  contained
                  in the  Company's  Prospectus  dated  April 16, 1997 and filed
                  with  the  Commission   pursuant  to  Rule  424(b)  (File  No.
                  333-21023).

         All documents  subsequently  filed by the Company  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 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 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  of this  Registration  Statement  to the extent  that a statement
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 Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

                                     II - 1


<PAGE>


         Article Nine of the Company's  Certificate  of  Incorporation  provides
that VFSC shall  indemnify  each  person who is or was an officer or director of
VFSC to the fullest extent permitted by Section 145 of the DGCL.

         Article Nine of the Company's  Certificate of Incorporation states that
no director of the  Company  shall be liable to the Company or its  stockholders
for monetary  damages for breach of fiduciary duty as a director,  except to the
extent that  exculpation  from  liability is not permitted  under the DGCL as in
effect when such breach occurred.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.


Exhibit No.      Description
     4.1         Vermont Federal Bank, FSB Stock Option Plan
     4.2         Eastern Bancorp, Inc. Stock Option Plan
     5.1         Opinion of Sullivan & Worcester LLP
    23.1         Consent of Coopers & Lybrand LLP
    23.2         Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1)
    24           Power of Attorney (included in signature page of this 
                 Registration Statement)


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 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:

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  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; 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;


                                     II - 2


<PAGE>



         (b) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 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; and

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 of 1933 and will be
governed by the final adjudication of such issue.


                                     II - 3


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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 June 25, 1997.


                          VERMONT FINANCIAL SERVICES CORP.



                          By: /s/ John D. Hashagen, Jr.
                              Name:  John D. Hashagen, Jr.
                              Title: President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the  capacities  and  on  the  dates  indicated.  By so  signing,  each  of  the
undersigned  in his capacity as a director or officer,  or both, as the case may
be, of the registrant, does hereby appoint John D. Hashagen, Jr., and Richard O.
Madden,  and each of them, with full power of substitution,  his true and lawful
attorneys or attorney  in-fact and agent to execute in his name, place or stead,
in his  capacity  as a director  or officer or both,  as the case may be, of the
registrant,  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>
Signature                                       Title                                          Date
---------                                       -----                                          ----
<S>                                            <C>                                          <C>


/s/ John D. Hashagen, Jr.                       President, Director and Chief                June 25, 1997
John D. Hashagen, Jr.                             Executive Officer (Principal Executive
                                                  Officer)



/s/ Richard O. Madden                           Executive Vice President,                    June 25, 1997
Richard O. Madden                                 Treasurer and Chief Financial
                                                  Officer (Principal Financial and
                                                  Accounting Officer)


/s/ Anthony F. Abatiell                         Director                                     June 25, 1997
Anthony F. Abatiell


                                                Director                                     June __, 1997
Zane V. Akins



                                                Director                                     June __, 1997
Charles A. Cairns

                                     II - 4


<PAGE>



/s/ William P. Cody                             Director                                     June 25, 1997
William P. Cody


                                                Director                                     June __, 1997
Allyn W. Coombs


                                                Director                                     June __, 1997
Beverly G. Davidson


/s/ Philip M. Drumheller                        Director                                     June 25, 1997
Philip M. Drumheller


/s/ James E. Griffin                            Director                                     June 25, 1997
James E. Griffin


                                                Director                                     June __, 1997
Francis L. Lemay


/s/ Kimball E. Mann                             Director                                     June 25, 1997
Kimball E. Mann


/s/ Stephan A. Morse                            Director                                     June 25, 1997
Stephan A. Morse


                                                Director                                     June __, 1997
Roger M. Pike


/s/ Mark W. Richards                            Director                                     June 25, 1997
Mark W. Richards
</TABLE>




                                     II - 5


<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.                        Description                     

4.1          Vermont Federal Bank, FSB Stock Option Plan

4.2          Eastern Bancorp, Inc. Stock Option Plan

5.1          Opinion of Sullivan & Worcester LLP

23.1         Consent of Coopers & Lybrand LLP

23.2         Consent of Sullivan & Worcester LLP (contained in Exhibit 5)

24           Power of Attorney (included in signature page of this 
             Registration Statement)




                                     II - 6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19008}]
{"company-data": {"conformed-name": "VERMONT FINANCIAL SERVICES CORP", "cik": "0000706116", "assigned-sic": "6022", "irs-number": "030284445", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30251", "film-number": "97631978"}, "business-address": {"street1": "100 MAIN STREET", "city": "BRATTLEBORO", "state": "VT", "zip": "05301", "phone": "8022577151"}, "mail-address": {"street1": "100 MAIN STREET", "city": "BRATTLEBORO", "state": "UT", "zip": "05301"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
             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 OR OTHER JURISDICTION         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)

                   100 MAIN STREET, BRATTLEBORO, VERMONT 05301
                                  802-257-7151
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                              --------------------

                   Vermont Federal Bank, FSB Stock Option Plan
                     Eastern Bancorp, Inc. Stock Option Plan
                            (FULL TITLE OF THE PLANS)
                              --------------------

                              JOHN D. HASHAGEN, JR.
                        VERMONT FINANCIAL SERVICES CORP.
                                 100 Main Street
                           Brattleboro, Vermont 05301
                                  802-257-7151
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                    COPY TO:
                             STEPHEN J. COUKOS, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              --------------------
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to  Amount to be     Proposed Maximum Offering        Proposed Maximum        Aggregate Amount of
          be Registered(1)             Registered        Price Per Security(2)    Aggregate Offering Price(2)    Registration Fee
------------------------------------  ------------     -------------------------  ---------------------------   -------------------
Common Stock, par value $1.00           9,682 shares          $   5.16                    $    49,959.12           $    15.14
Common Stock, par value $1.00           1,936 shares          $   8.78                    $    16,998.08           $     5.15
Common Stock, par value $1.00          20,333 shares          $   9.03                    $   183,606.99           $    55.64
Common Stock, par value $1.00           9,485 shares          $  13.94                    $   132,220.90           $    40.07
Common Stock, par value $1.00          17,426 shares          $  14.21                    $   247,623.46           $    75.04
Common Stock, par value $1.00         118,366 shares          $  14.72                    $ 1,742,347.52           $   527.98
Common Stock, par value $1.00          21,780 shares          $  18.33                    $   399,227.40           $   120.98
Common Stock, par value $1.00             968 shares          $  21.04                    $    20,366.72           $     6.17
Common Stock, par value $1.00           6,776 shares          $  21.81                    $   147,784.56           $    44.78
Common Stock, par value $1.00          11,390 shares          $  24.52                    $   279,282.80           $    84.63
Common Stock, par value $1.00           7,744 shares          $  25.82                    $   199,950.08           $    60.59
    Total                             225,886 shares                                      $ 3,419,367.63           $ 1,036.17
(1)  Options to purchase  Common Stock under the Vermont  Federal Bank,  FSB Stock Option Plan and the Eastern  Bancorp,  Inc. Stock
     Option Plan were assumed by Vermont  Financial  Services  Corp.  (the  "Company")  pursuant to a certain  Agreement and Plan of
     Reorganization by and among the Company, Eastern Bancorp, Inc. and Vermont Federal Bank, FSB, dated as of November 13, 1996.
(2)  The Proposed  Maximum  Offering  Price Per Share was estimated  pursuant to Rule 457(h) under the Securities Act solely for the
     purpose of  calculating  the  registration  fee.  With respect to 226,222  shares which are subject to  outstanding  options to
     purchase  Common Stock under the Vermont Federal Bank, FSB Stock Option Plan and the Eastern  Bancorp,  Inc. Stock Option Plan,
     the Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h), under which the per share price of options
     to purchase stock under an employee stock option plan may be estimated by reference to the exercise price of such options.
VERMONT FINANCIAL SERVICES CORP.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Securities and Exchange  Commission are  incorporated by reference in and made a
part of this Registration Statement, as of their respective dates:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1996;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997; and

         (c)      The  description of the Common Stock of the Company  contained
                  in the  Company's  Prospectus  dated  April 16, 1997 and filed
                  with  the  Commission   pursuant  to  Rule  424(b)  (File  No.
                  333-21023).

         All documents  subsequently  filed by the Company  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 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 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  of this  Registration  Statement  to the extent  that a statement
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 Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company may
and, in certain cases,  must be indemnified by the Company against,  in the case
of a non-derivative  action,  judgments,  fines,  amounts paid in settlement and
reasonable expenses (including  attorney's fees), if in either type of action he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests of the Company and, in a  non-derivative  action,
which  involves a criminal  proceeding,  in which such person had no  reasonable
cause to believe his conduct was unlawful.  This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer,  employee or agent is liable to the Company, unless upon court order it
is determined that,  despite such adjudication of liability,  but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

                                     II - 1
Article Nine of the Company's  Certificate  of  Incorporation  provides
that VFSC shall  indemnify  each  person who is or was an officer or director of
VFSC to the fullest extent permitted by Section 145 of the DGCL.

         Article Nine of the Company's  Certificate of Incorporation states that
no director of the  Company  shall be liable to the Company or its  stockholders
for monetary  damages for breach of fiduciary duty as a director,  except to the
extent that  exculpation  from  liability is not permitted  under the DGCL as in
effect when such breach occurred.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

Exhibit No.      Description
     4.1         Vermont Federal Bank, FSB Stock Option Plan
     4.2         Eastern Bancorp, Inc. Stock Option Plan
     5.1         Opinion of Sullivan & Worcester LLP
    23.1         Consent of Coopers & Lybrand LLP
    23.2         Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1)
    24           Power of Attorney (included in signature page of this 
                 Registration Statement)

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 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:

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company  pursuant to Section 13 or Section 15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  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; 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;

                                     II - 2
(b) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 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; and

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against public policy as expressed in that
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company  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 of 1933 and will be
governed by the final adjudication of such issue.

                                     II - 3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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 June 25, 1997.

                          VERMONT FINANCIAL SERVICES CORP.

                          By: /s/ John D. Hashagen, Jr.
                              Name:  John D. Hashagen, Jr.
                              Title: President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the  capacities  and  on  the  dates  indicated.  By so  signing,  each  of  the
undersigned  in his capacity as a director or officer,  or both, as the case may
be, of the registrant, does hereby appoint John D. Hashagen, Jr., and Richard O.
Madden,  and each of them, with full power of substitution,  his true and lawful
attorneys or attorney  in-fact and agent to execute in his name, place or stead,
in his  capacity  as a director  or officer or both,  as the case may be, of the
registrant,  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, Director and Chief                June 25, 1997
John D. Hashagen, Jr.                             Executive Officer (Principal Executive
                                                  Officer)

/s/ Richard O. Madden                           Executive Vice President,                    June 25, 1997
Richard O. Madden                                 Treasurer and Chief Financial
                                                  Officer (Principal Financial and
                                                  Accounting Officer)

/s/ Anthony F. Abatiell                         Director                                     June 25, 1997
Anthony F. Abatiell

                                                Director                                     June __, 1997
Zane V. Akins

                                                Director                                     June __, 1997
Charles A. Cairns

                                     II - 4
/s/ William P. Cody                             Director                                     June 25, 1997
William P. Cody

                                                Director                                     June __, 1997
Allyn W. Coombs

                                                Director                                     June __, 1997
Beverly G. Davidson

/s/ Philip M. Drumheller                        Director                                     June 25, 1997
Philip M. Drumheller

/s/ James E. Griffin                            Director                                     June 25, 1997
James E. Griffin

                                                Director                                     June __, 1997
Francis L. Lemay

/s/ Kimball E. Mann                             Director                                     June 25, 1997
Kimball E. Mann

/s/ Stephan A. Morse                            Director                                     June 25, 1997
Stephan A. Morse

                                                Director                                     June __, 1997
Roger M. Pike

/s/ Mark W. Richards                            Director                                     June 25, 1997
Mark W. Richards
II - 5
INDEX TO EXHIBITS

Exhibit No.                        Description                     

4.1          Vermont Federal Bank, FSB Stock Option Plan

4.2          Eastern Bancorp, Inc. Stock Option Plan

5.1          Opinion of Sullivan & Worcester LLP

23.1         Consent of Coopers & Lybrand LLP

23.2         Consent of Sullivan & Worcester LLP (contained in Exhibit 5)

24           Power of Attorney (included in signature page of this 
             Registration Statement)

                                     II - 6