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):    December 31, 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	05401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (802) 658-4000

Not Applicable

(Former name or former address,

if changed since last report)

ITEM 9.    Regulation FD Disclosure

A slide presentation as of December 31, 2002 distributed at various analyst meetings included herein as Exhibit 99.1 is not filed but is furnished pursuant to Resolution FD.

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 31, 2003