SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Merchants Bancshares, Inc.
Common Stock
Cusip Number 588448100
Item 1
a. Name of Issuer:
Merchants Bancshares, Inc.
b. Address of Issuer's Principal Executive offices:
275 Kennedy Drive
S. Burlington, VT 05403
Item 2
a. Name of Person Filing:
The Merchants Bank 401(k) ESOP
Administration Committee
Tax I.D. #03-0284573
b. Address of Principal Business Office or, if none, Residence:
275 Kennedy Drive
S. Burlington, VT 05403
c. Citizenship:
U.S.A
d. Title of Class of Securities:
Common Stock
e. CUSIP Number
588448100
Item 3
Person Filing is a:
f. Employee Benefit Plan (401(k) Employee Stock Ownership Plan)
Item 4 Ownership
a. Amount Beneficially Owed:
As of December 31, 1998, 318,216.922 shares were owned by The
Merchants Bank 401(k) Employee Stock Ownership Plan.
b. Percent of Class:
7.24 %
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote *
ii. Shared power to vote or to direct the vote *
iii. Sole power to dispose or to direct the disposition of *
iv. Shared power to dispose or to direct the disposition
of *
The Merchants Bank 401(k) ESOP holds shares of Merchants
Bancshares, Inc. for the benefit of the employee
participants. If employee participants do not vote their
shares, the 401(k) ESOP Administration Committee will
vote their shares in accordance with the standard
provisions of Section 404 of the Employee Retirement
Income Security Act of 1974.
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
The Merchants Bank 401(k) Employee Stock Ownership Plan
is composed of employee participants who receive all
dividends from, and the proceeds from the sale of said
securities.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
N/A
Item 8 Identification and Classification of Members of the
Group:
See Exhibit 1
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
February 11, 1999
.......................................................
Date
/s/ Michael W. Breen
.......................................................
Signature
Michael Breen, Corporate Banking Officer and member of Retirement
Plan Administration Committee.
Exhibit 1
Position with Position
Name Merchants Bancshares with Bank
---- -------------------- ---------
Michael W. Breen VP & Corporate Banking
Officer
Thomas R. Havers SVP & Senior Operations &
Information System Officer
Janet P. Spitler Treasurer VP & CFO
