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): January 17, 2002

CHITTENDEN CORPORATION
(Exact name of Registrant
as specified in charter)

 

Vermont	0-7974	03-0228404
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Burlington Square, Burlington, Vermont
(Address of principal executive offices) 05401
(Zip Code)

Registrant’s telephone number, including area code: (802) 660-1410

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

ITEM 5. OTHER EVENTS

A copy of the quarterly earnings release and attached financial statements is attached as an exhibit to this Form 8-K.

Also attached is a copy of the quarterly comparative financial statements as an exhibit to this Form 8-K.

INDEX TO EXHIBITS

EXHIBIT NUMBER PAGE NUMBER

(28) Additional Exhibits 5

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
	Senior Vice President, General Counsel and Secretary
DATE: January 17, 2002