Steady, heavy rain has saturated the ground across Vermont and forced rivers to rise.
Some rivers have already overflowed their banks and a number of roads have been closed.
They include Route 116 in Bristol and Route 100 in Rochester. Town roads also have been shut down, including in Middlebury and Waitsfield.
Other roads are down to one lane and could be closed altogether as the rain continues to fall.
In Montpelier, most state workers were sent home early because the Winooski River was rising alongside the downtown state office complex.
At least two homes in Bristol were evacuated and the American Red Cross opened a temporary emergency shelter in downtown Rutland.
Authorities say conditions are continuing to change and a flood warning is in effect for most of the state.