Exhibit 31.2

         CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY
         PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

CERTIFICATION
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I, Janet P. Spitler, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Merchants
      Bancshares, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading with respect to
      the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in
      this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
      registrant and we have:

      (a)   designed such disclosure controls and procedures, or caused
            such disclosure controls and procedures to be designed under
            our supervision, to ensure that material information relating
            to the registrant, including its consolidated subsidiaries, is
            made known to us by others within those entities, particularly
            during the period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            report based on such evaluation; and

      (c)   Disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during
            the registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

6.    The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of
      registrant's board of directors:

      (a)   all significant deficiencies and material weaknesses in the
            design or operation of internal control over financial
            reporting which are reasonably likely to adversely affect the
            registrant's ability to record, process, summarize and report
            financial information; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date: August 14, 2003
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/s/ Janet P. Spitler
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Janet P. Spitler
Chief Financial Officer & Treasurer


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