CHITTENDEN CORP /VT/
10-K/A, 1995-06-06
STATE COMMERCIAL BANKS
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                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                              -----------------------
                                   FORM 10-K/A

(Mark One)
              X  Annual Report Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934 (Fee Required)
                   For the Fiscal Year Ended December 31, 1994
                  
                                      or                       

             ___ Transition Report Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934 (No Fee Required)
                 For the Transition Period from ________to_________

Commission File Number 0-7974

                             CHITTENDEN CORPORATION
            (Exact name of Registrant as specified in its charter)

      VERMONT                                          03-0228404
(State of Incorporation)                     (IRS Employer Identification)

TWO BURLINGTON SQUARE
BURLINGTON, VERMONT                                      05401
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number:  802-658-4000

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                         $1.00 Par Value Common Stock
                               (Title of Class)

Indicate by check mark wheter the registrant (1) gas filed all reports to be
filed by Section 13 or 15(d) of the Securities exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for 
the past 90 days.

                             YES  X         NO _______

The aggregate market value of the Registrant's common stock held by 
non-affiliates of the Registrant, based on the average of the high and low
prices of such stock on March 3, 1995, as reported on NASDAQ, was 
$134,728,639.50.

At March 3, 1995, there were 5,922,138 shares of the Registrant's common stock
issued and outstanding.

<PAGE>

April 25, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  CHITTENDEN CORPORATION - REGISTRATION NO. 0-7974
     ANNUAL REPORT AMENDMENT (FORM 10-K/A)

To Whom it May Concern:

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, there is, appended to this transmittal, an electronic file submitted as 
Exhibit 27 (Financial Data Schedule), as an amendment to the Annual Report
(on Form 10-K/A) previously filed on March 31, 1995, of Chittenden Corporation,
Two Burlington Square, Burlington, Vermont (the "Corporation"), for the year
ended December 31, 1994 (ACCESSION NUMBER:  0000200138-95-000014).

If there are any question concerning this filing, please telephone the under-
signed at (802) 660-1410.

Kindly acknowledge receipt of this filing via Compuserve E-MAIL.

Thank you.

Very truly yours,

/S/ F. Sheldon Prentice, Secretary

<PAGE>

                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

DATE:  June 6, 1995                              CHITTENDEN CORPORATION

                                                  BY: S/PAUL A. PERRAULT


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<INT-BEARING-DEPOSITS>                             100
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                                0
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<EPS-PRIMARY>                                     2.46
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<LOANS-NON>                                       7934
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<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


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