Item 2.02. Results of Operations and Financial Condition

The following information is furnished under Item 2.02 -- "Results of Operations and Financial Condition" and such information, including the exhibits attached hereto, shall not be deemed "filed" for any purpose, including for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On January 28, 2009 Merchants Bancshares, Inc. issued the press release included as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, announcing its earnings for its fourth quarter and year ended December 31, 2008.

Item 9.01. Financial Statements and Exhibits

(c). The following exhibits are included with this Report:

Exhibit No. Description
99.1 Press Release dated January 28, 2009

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