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:

          123 Church Street
          Burlington, VT  05401

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:

          123 Church Street
          Burlington, VT  05401

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, 1994, 500,102 shares were owned by The
     Merchants Bank 401(k) Employee Stock Ownership Plan.


b.   Percent of Class:

     11.78%

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.  The only time shares are
          disposed of is when terminated employee participant
          elects to have his/her account balance liquidated.

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.

          .......................................................
          Date

          ........................................................
          Signature

          Edward W. Haase, Treasurer and Chief Financial Officer,
          Senior Vice President of The Merchants Bank.  Treasurer
          of Merchants Bancshares, Inc. and Chairman of Retirement
          Plan Administration Committee.





































                                 Exhibit 1


                         Position with         Position
     Name             Merchants Bancshares     with Bank

Edward Haase             Treasurer           Treasurer and Chief 
                                             Financial Officer, 
                                             Senior Vice President

Robert Reed                                  Commercial Lender and
                                             Vice President 

John Savage                                  Trust Operations
                                             Officer and
                                             Treasurer of
                                             Merchants Trust
                                             Company