CHITTENDEN CORP /VT/
8-K, 1996-12-20
STATE COMMERCIAL BANKS
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December 19, 1996

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D. C. 20459

RE:  CHITTENDEN CORPORATION CURRENT REPORT ON FORM 8-K
     REGISTRATION NUMBER 0-7974

To Whom it May Concern:

Pursuant to 8-K filing requirements, under the Securities and Exchange Act of
1934, there is appended to this transmittal, an electronic file of the current
report (on Form 8-K) of Chittenden Corporation, Two Burlington Square,
Burlington, Vermont 05401.

If you have any questions concerning this report, please telephone the
undersigned at (802) 660-1410.

Kindly acknowledge receipt of this letter by COMPUSERVE E-MAIL.

Very truly yours,

S/ F. SHELDON PRENTICE
   Senior Vice President,
   General Counsel & Secretary

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                            _________________________

                                     FORM 8-K

                                  CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):  December 19, 1996



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


Vermont                             0-7974                  03-0228404
(State or other jurisdiction        (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)

Two Burlington Square 
Burlington, Vermont                                         05401
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (802) 658-4000


                                   Not Applicable
                           (Former name or former address,
                            if changed since last report.)

<PAGE>

ITEM 5.  OTHER EVENTS

On December 18, 1996, the Registrant announced that Kirk W. Walters had been
approved by the Board of Directors of Chittenden Corporation and Chittenden Bank
as Executive Vice President, Chief Financial Officer and Treasurer. A press
release dated December 18, 1996 is attached as an exhibit to this Form 8-K.


<PAGE>

ITEM 7.  EXHIBITS


                                INDEX TO EXHIBITS

EXHIBIT NUMBER                                                 PAGE NUMBER

     (28) Additional Exhibits                                       5

               Press release related to announcement that Kirk W.
               Walters has been appointed Executive Vice
               President, Chief Financial Officer and Treasurer.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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:  December 19, 1996                CHITTENDEN CORPORATION
                                        (Registrant)


                                        BY: S/ F. Sheldon Prentice
                                        Senior Vice President,
                                        General Counsel & Secretary



                             CHITTENDEN CORPORATION
                              TWO BURLINGTON SQUARE
                              BURLINGTON, VT 05401

                                 (802) 658-4000

FOR IMMEDIATE RELEASE                                                   #64/96

December 19, 1996

KIRK W. WALTERS JOINS CHITTENDEN CORPORATION AND
CHITTENDEN BANK AS CHIEF FINANCIAL OFFICER             

Burlington, Vermont--Paul A. Perrault, President and Chief Executive Officer of
Chittenden Corporation and Chittenden Bank, is pleased to announce that Kirk W.
Walters has been approved by the Board of Directors on December 18, 1996, as
Executive Vice President, Chief Financial Officer and Treasurer.

     "We're extremely pleased that Kirk has accepted the position of Chief
Financial Officer," stated Perrault.  "Kirk brings to the position many years of
experience in the financial services industry and we feel he will make a strong
contribution to the continuing success of Chittenden Corporation."

     Walters has an extensive background of expertise in the banking and
financial services industry.  Before accepting the position at Chittenden,
Walters was with Northeast Federal Corporation of Hartford, Connecticut, where
he was Chairman of the Board, President and Chief Executive Officer.  He started
with Northeast Federal in 1989 as Senior Executive Vice President and Chief
Financial Officer.

     Previous to his experience with Northeast Federal Corporation Walters was
with California Federal Bank in Los Angeles, a $26 billion financial services
company.

     Walters is a graduate of the University of Southern California with a B.S.
in Accounting.  He is also a Certified Public Accountant.

     Walters was a Bronze Award Winner of the 1995 Financial World's Chief
Executive Officer of the Year Competition.  He is currently a member of the
Financial Executives Institution, and the California Society of Certified Public
Accountants.

     Kirk, his wife Loretta, and their two children will be relocating to
Vermont in the near future.




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