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. 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 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