CHITTENDEN CORP /VT/
8-K, 1998-04-29
STATE COMMERCIAL BANKS
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April 29, 1998


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
   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):  April 29, 1998



                             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) 660-1410



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


<PAGE>

ITEM 5.  OTHER EVENTS

On April 29, 1998, the Registrant announced that Paul A. Perrault had been
elected as the new Chairman of the Board of Chittenden Corporation.  A copy of
the press release dated April 29, 1998 is attached as an exhibit to this Form 
8-K.  

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NUMBER                                                 PAGE NUMBER

     (28) Additional Exhibits                                      5

          Press Release related to announcement
          of Paul A. Perrault's election as Chairman 
          of the Board of Directors of Chittenden Corporation  


<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.

CHITTENDEN CORPORATION
(Registrant)

BY:  /S/ F. Sheldon Prentice, Secretary        DATE:  April 29, 1998




EXHIBIT 28

                             CHITTENDEN CORPORATION
                              TWO BURLINGTON SQUARE
                              BURLINGTON, VT 05401

                                 (802) 658-4000

FOR IMMEDIATE RELEASE                                  #40/98

April 29, 1998

PAUL A. PERRAULT ELECTED CHAIRMAN OF THE
BOARD OF DIRECTORS OF CHITTENDEN CORPORATION 

Burlington, Vermont - The Board of Directors of the Chittenden Corporation
(NYSE:CHZ) are pleased to announce that Paul A. Perrault has been elected as the
new Chairman of the Board.  The Board of Directors unanimously voted in Perrault
at the board meeting on April 15, 1998.  Perrault has served as the President,
Chief Executive Officer, and a member of the Board of Directors of the
Chittenden Corporation and Chittenden Bank since August of 1990.  In his role as
President and Chief Executive, he has led the Corporation through the
acquisition of three banks, a move to the New York Stock Exchange and the
purchase of the Pomerleau Insurance Agency.

     "I am extremely honored by the confidence the Board of Directors has placed
in me by electing me to the Chair," stated Perrault.  "I will continue to forge
ahead with our plans and will continue to work closely with the Board to achieve
our goals."

     Prior to joining Chittenden, Perrault was president of Bank of New England
Corporation's Old Colony Bank, in Providence, Rhode Island.  Before becoming
President, Perrault was Executive Vice President and Senior Loan Officer when
Bank of New England acquired the $800 million Providence-based Old Colony Bank. 
Previous to his employment with Old Colony Bank, Perrault has served in a
variety of commercial banking positions in Rhode Island and Boston.

     Perrault is a 1973 graduate of Babson College and earned his MBA from
Boston College School of Management in 1975.

     Perrault is a Director of the Lake Champlain Regional Chamber of Commerce,
a member of the Advisory Board of the Fleming Museum and a Trustee of Champlain
College.

     Chittenden Corporation is a bank holding company with headquarters in
Burlington, Vermont with total assets of $2.0 billion at March 31, 1998.  Its
subsidiary banks are Chittenden Bank, The Bank of Western Massachusetts, and
Flagship Bank and Trust Company.

     Perrault and his wife, Lisa, live in Shelburne with their three children,
Ian, Graham, and Ana.
                                        5 


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