MERCHANTS BANCSHARES INC
11-K/A, 1994-06-30
STATE COMMERCIAL BANKS
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                              June 30, 1994





Securities and Exchange Commission
Branch of Document Control, 1-4
450 Fifth St. NW
Washington, D.C. 20549

Dear Sir or Madam:

     This letter is to inform you that the exhibit of financials for the Form 
11K filed on 3-31-94 for Merchants Bancshares, Inc. 401(k) Plan are being sub-
mitted to the SEC under cover of Form SE and should be received by your office
today.

     If you have any questions please contact me at (802) 865-1822.

                              Sincerely,



                              Wanda F.S. Morin
                              Shareholder Relations Administrator






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