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 April 16, 2009 Merchants Bancshares, Inc. (the "Company") issued a press release announcing that its Board of Directors had declared a quarterly dividend of 28 cents per share on the Company's common stock. A copy of that press release, which is incorporated herein by reference, is included as Exhibit 99.1 to this Current Report on Form 8-K.

On April 16, 2009, the Board of Directors of Merchants Bancshares, Inc. (the "Company") approved amendments to the Company's Bylaws to (a) update the Company's place of office; (b) update the Company's date of annual meeting to bring it in line with current practices; (c) remove certain sections of the Bylaws relating to quorum, notice and voting at the annual meeting of stockholders, share certificates and fractional shares, in order to avoid potential inconsistencies with the Delaware General Corporation Law; (d) remove sections relating to Board meeting frequency and fees, in order to avoid potential inconsistencies going forward; (e) provide for Board action by consent by means of electronic transmission; and (f) update the description of duties of the Treasurer and Secretary. A copy of the Company's amended and restated Bylaws are attached hereto as Exhibit 3.2 hereto and incorporated herein by reference.

(c).

The following exhibits are included with this Report:

  Exhibit No.   Description
  3.2           Amended and Restated Bylaws of Merchants Bancshares, Inc.

  99.1          Press Release dated April 16, 2009