<PAGE>   1
      As filed with the Securites and Exchange Commission on June 11, 1998

                                                              File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                              WARREN BANCORP, INC.
               (Exact name of issuer as specified in its charter)


         MASSACHUSETTS                                         04-3024165
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                             10 MAIN STREET, PEABODY
                               MASSACHUSETTS 01960
                    (Address of Principal Executive Offices)

                              WARREN BANCORP, INC.
                1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------

                                 PAUL M. PEDUTO
                                    TREASURER
                              WARREN BANCORP, INC.
                                 10 MAIN STREET
                          PEABODY, MASSACHUSETTS 01960
                     (Name and address of agent of service)
                                 (978) 531-7400
          (Telephone number, including area code, of agent for service)
                                                  
                              --------------------

                                   Copies to:

                              JOHN O. NEWELL, ESQ.
                             GOODWIN, PROCTER & HOAR
                                 EXCHANGE PLACE
                                BOSTON, MA 02109
                                 (617) 570-1000

                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
  Title of Each Class of       Amount to be          Proposed Maximum           Proposed Maximum            Amount of
Securities Being Registered    Registered(1)     Offering Price Per Share    Aggregate Offering Price    Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>                      <C>     
Common Stock (2)              600,000 shares               $12.0625                     $7,237,500               $2,135
=========================================================================================================================
</TABLE>


(1)  Plus such additional number of shares as may be required pursuant to the
     1998 Incentive and Nonqualified Stock Option Plan in the event of a stock
     dividend, reverse stock split, split-up, recapitalization or other similar
     event.

(2)  This Registration Statement also relates to the rights (the "Rights") to
     purchase shares of Series A Junior Participating Cumulative Preferred Stock
     of the Registrant which are attached to all shares of Common Stock
     outstanding as of, and issued subsequent to, May 10, 1995, pursuant to the
     terms of the Registrant's Amended and Restated Shareholders Rights
     Agreement, dated as of May 10, 1998.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act, solely for purposes of determining the registration fee.


================================================================================





<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          There are hereby incorporated by reference: (i) the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as
amended and restated on Form 10-K/A filed on May 29, 1998; (ii) the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and
the Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 9, 1998; and (iii) the description of the
Registrant's common stock, par value $.10 per share, contained in the
Registrant's Registration Statement on Form 8-B dated May 10, 1995, as amended.

          All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable. See instructions to Item 4.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Article VI (B) of the Registrant's Articles of Organization provides
as follows:

          A.   No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a Director (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the Director
derived an improper personal benefit.

          B.   No amendment or repeal of this Article shall adversely affect the
rights and protection afforded to a Director of this Corporation under this
Article for acts or omissions occurring prior to such amendment or repeal. If
the Massachusetts Business Corporation Law is hereafter amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
Directors of this Corporation shall be eliminated or limited to the fullest
extent permitted by the Massachusetts Business Corporation Law as so amended.

          Article V of the Registrant's By-laws provides as follows:



                                        II-1


<PAGE>   3


          1.   ACTIONS, SUITS AND PROCEEDINGS. The Corporation shall indemnify
each person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or investigation,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a Director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a Director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Corporation or any subsidiary of the Corporation (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted to be taken in such capacity, against all expenses
(including reasonable attorneys' fees), judgments and fines incurred by him or
on his behalf in connection with such action, suit, proceeding or investigation,
and any appeal therefrom, unless the Indemnitee shall be finally adjudicated in
such action, suit, proceeding or investigation, not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Notwithstanding anything to the
contrary in this Article V, except as set forth in Section 7 of this Article V,
the Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with an action, suit, proceeding or investigation (or part thereof)
initiated by the Indemnitee unless the initiation thereof was approved by the
Board of Directors of the Corporation.

          2.   EMPLOYEES AND AGENTS. The Corporation may, at the discretion of
the Board of Directors, indemnify employees and agents of the Corporation as if
they were included in Section 1 of this Article V.

          3.   SETTLEMENTS. The right to indemnification conferred in this
Article V shall include the right to be paid by the Corporation for amounts paid
in settlement of any such action, suit, proceeding or investigation and any
appeal therefrom, and all expenses (including reasonable attorneys' fees)
incurred in connection with such settlement, pursuant to a consent decree or
otherwise, unless and to the extent it is determined pursuant to Section 6 of
this Article V that the Indemnitee did not act in good faith in the reasonable
belief that his or her action was in the best interests of the Corporation or,
to the extent such matter relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

          4.   NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
his or her right to be indemnified, the Indemnitee must notify the Corporation
in writing as soon as practicable of any action, suit, proceeding or
investigation involving such Indemnitee or with respect to which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee. After notice from the Corporation to the Indemnitee of its election
so to assume such defense, the Corporation shall not be liable to the Indemnitee
for any legal or other expenses subsequently incurred by the Indemnitee in
connection with such claim, other than as provided below in this Section 4 of
this Article V. The Indemnitee shall have the right to employ his or her own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the Corporation, except as otherwise expressly provided by
this Article V. The Corporation shall not be entitled, without the consent of
the Indemnitee, to assume the defense of any claim brought by or in the right of
the Corporation or as to which counsel for the Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) above.

          5.   ADVANCE OF EXPENSES. Subject to the provisions of Section 6 of
this Article V, in the event that the Corporation does not assume the defense,
or unless and until the Corporation assumes the defense, pursuant to



                                      II-2

<PAGE>   4


Section 4 of this Article V of any action, suit, proceeding or investigation of
which the Corporation receives notice under this Article V, any expenses
(including reasonable attorneys' fees) incurred by an Indemnitee in defending a
civil or criminal action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final disposition
of such matter, PROVIDED, HOWEVER, that the payment of such expenses incurred by
an Indemnitee in advance of the final disposition of such matter shall be made
only upon receipt of an undertaking by or on behalf of the Indemnitee to repay
all amounts so advanced in the event that it shall ultimately be determined that
the Indemnitee is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such undertaking may be accepted without reference
to the financial ability of the Indemnitee to make such repayment.

          6.   PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification
or advancement of expenses pursuant to Sections 1, 3 or 5 of this Article V, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification pursuant to Section 1 of this Article V shall be made
promptly, and in any event within 60 days after receipt by the Corporation of
the written request of the Indemnitee, unless a court of competent jurisdiction
finally adjudicates that the Indemnitee did not meet the applicable standard of
conduct set forth in Section 1 of this Article V. Any such indemnification
pursuant to Section 3 of this Article V or advancement of expenses pursuant to
Section 5 of this Article V shall be made promptly, and in any event within 60
days after receipt by the Corporation of the written request of the Indemnitee,
unless the Corporation determines, by clear and convincing evidence, within such
60-day period that the Indemnitee did not meet the applicable standard of
conduct set forth in Sections 1 or 3 of this Article V, as the case may be. Such
determination by the Corporation shall be made in each instance by (a) a
majority vote of a quorum of the Directors of the Corporation, (b) a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote for Directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit, proceeding or
investigation in question, or (c) independent legal counsel (who may be regular
legal counsel to the Corporation).

          7.   REMEDIES. The right to indemnification or advances as granted by
this Article V shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6 of this Article V. Unless otherwise provided by law, the Corporation
shall have the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of expenses under this Article V. Neither the
failure of the Corporation to have made a determination prior to the
commencement of any such action by the Indemnitee that indemnification is proper
in the circumstances because the Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Corporation pursuant to Section 6 of
this Article V that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct. The Indemnitee's
expenses (including attorneys' fees) incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

          8.   SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this
Article V or of the relevant provisions of Chapter 156B of the Massachusetts
General Laws or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

          9.   OTHER RIGHTS. The indemnification and advancement of expenses
provided by this Article V shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or Directors or otherwise, both as to action in his or her official capacity and
as to action in any other capacity while holding office for the Corporation, and
shall continue as to an Indemnitee who has ceased to be a Director or officer,
and shall



                                      II-3

<PAGE>   5


inure to the benefit of the estate, heirs, executors, personal representatives
and administrators of the Indemnitee. Nothing contained in this Article V shall
be deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and Directors providing indemnification rights
and procedures different from those set forth in this Article V. In addition,
the Corporation may, to the extent authorized from time to time by its Board of
Directors pursuant to Section 2 of this Article V or otherwise, grant
indemnification rights to other employees or agents of the Corporation or other
persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article V.

          10.  PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article V to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by such Indemnitee or on
such Indemnitee's behalf in connection with any action, suit, proceeding or
investigation and any appeal therefrom but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the Indemnitee for the
portion of such expenses (including reasonable attorneys' fees), judgments,
fines or amounts paid in settlement to which such Indemnitee is entitled.

          11.  INSURANCE. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any Director, officer, employee or agent
of the Corporation, any subsidiary, another organization or employee benefit
plan against any expense, liability or loss incurred by him of her in any such
capacity, or arising out of his of her status as such, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Chapter 156B of the Massachusetts General Laws.

          12.  MERGER OR CONSOLIDATION. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving Corporation shall assume the obligations of the
Corporation under this Article V with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring at or prior to the date of such merger or consolidation.

          13.  SAVINGS CLAUSE. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement in connection with any action, suit, proceeding or investigation,
whether civil, criminal or administrative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article V that shall not have been invalidated and to the
fullest extent permitted by applicable law.

          14.  SUBSEQUENT LEGISLATION. If the Massachusetts General Laws are
amended after adoption of this Article V to expand further the indemnification
permitted to Indemnitees, then the Corporation shall indemnify such persons to
the fullest extent permitted by the Massachusetts General Laws, as so amended.

          The pertinent statutory provision relating to indemnification, Chapter
156B, Section 67 of the General Laws of the Commonwealth of Massachusetts,
provides as follows:

INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence


                                      II-4

<PAGE>   6


who are not directors of the corporation may be provided by it to the extent
authorized by the directors. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

          No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

          The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

          A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.



                                      II-5
<PAGE>   7



ITEM 8.  EXHIBITS

                                    EXHIBITS

   Exhibit
   Number                           Exhibit
   -------                          -------
 
     4.1       Articles of Organization of Warren Bancorp, Inc., as amended (1)

     4.2       By-laws of Warren Bancorp, Inc., as amended (1)

     5.1*      Opinion of Goodwin, Procter & Hoar LLP regarding the legality of
               securities being offered

    23.1       Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)

    23.2*      Consent of Arthur Andersen LLP

    23.3*      Consent of KPMG Peat Marwick LLP
    
    24.1       Power of Attorney (see page II-9)

    99.1*      Warren Bancorp, Inc. 1998 Incentive and Nonqualified Stock Option
               Plan

----------

(1)  Previously filed as an Exhibit to the Registrant's Current Report on Form
     8-K filed with the Securities and Exchange Commission on May 10, 1995 and
     incorporated herein by reference.

*    Filed herewith.


ITEM 9.  UNDERTAKINGS

          The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;



                                      II-6

<PAGE>   8


          Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-7
<PAGE>   9


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Peabody, Commonwealth of
Massachusetts, on May 29, 1998.


                                             WARREN BANCORP, INC.



                                             By: /s/ Paul M. Peduto
                                                 ------------------------------ 
                                                 Paul M. Peduto
                                                 Treasurer


                                      II-8
<PAGE>   10

          We, the undersigned officers and Directors of Warren Bancorp, Inc.,
hereby severally constitute John R. Putney and Paul M. Peduto, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, this
Registration Statement and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names in our capacities as officers and Directors to enable Warren
Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


                                   SIGNATURES

      NAME                             TITLE                          DATE



/s/ John R. Putney                 President and Chief             May 29, 1998
-----------------------------      Executive Officer; 
John R. Putney                     Director (Principal
                                   Executive Officer) 
                                   


/s/ Paul M. Peduto                 Treasurer; Director             May 29, 1998
-----------------------------      (Principal Accounting 
Paul M. Peduto                     and Financial Officer)
                                   


/s/ Peter V. Bent                  Director                        May 29, 1998
-----------------------------
Peter V. Bent


/s/ Stephen J. Connolly IV         Director                        May 29, 1998
-----------------------------
Stephen J. Connolly IV


/s/ Francis L. Conway              Director                        May 29, 1998
-----------------------------
Francis L. Conway


                                   Director
-----------------------------
Paul J. Curtin


/s/ Robert R. Fanning, Jr.         Director                        May 29, 1998
-----------------------------
Robert R. Fanning, Jr.




                                      II-9
<PAGE>   11

       NAME                             TITLE                       DATE



/s/ Arthur E. Holden, Jr.              Director                   May 29, 1998
--------------------------------
Arthur E. Holden, Jr.


/s/ Stephen R. Howe                    Director                   May 29, 1998
--------------------------------
Stephen R. Howe


/s/ John C. Jeffers                    Director                   May 29, 1998
--------------------------------
John C. Jeffers


/s/ Stephen G. Kasnet                  Director                   May 29, 1998
--------------------------------
Stephen G. Kasnet


/s/ Linda Lerner                       Director                   May 29, 1998
--------------------------------
Linda Lerner


/s/ Arthur E. McCarthy                 Director                   May 29, 1998
--------------------------------
Arthur E. McCarthy


/s/ Arthur J. Pappathanasi             Director                   May 29, 1998
--------------------------------
Arthur J. Pappathanasi


/s/ George W. Phillips                 Director                   May 29, 1998
--------------------------------
George W. Phillips


/s/ John D. Smidt                      Director                   May 29, 1998
--------------------------------
John D. Smidt


/s/ John H. Womack                     Director                   May 29, 1998
--------------------------------
John H. Womack




                                      II-10

<PAGE>   12


                    INDEX OF EXHIBITS

Exhibit
Number               Exhibit
------               -------

  4.1              Articles of
                   Organization of
                   Warren Bancorp, Inc.,
                   as amended.(1)

  4.2              By-laws of Warren Bancorp,
                   Inc., as amended (1)

  5.1*             Opinion of Goodwin,
                   Procter & Hoar LLP regarding
                   the legality of securities
                   being offered

 23.1              Consent of Goodwin,
                   Procter & Hoar LLP (included
                   in Exhibit 5)

 23.2*             Consent of Arthur Andersen LLP

 23.3*             Consent of KPMG Peat Marwick LLP

 24.1              Power of Attorney (see page II-9)

 99.1*             Warren Bancorp, Inc. 1998 Incentive and Nonqualified 
                   Stock Option Plan

----------


(1)  Previously filed as an Exhibit to the Registrant's Current Report on Form
     8-K filed with the Securities and Exchange Commission on May 10, 1995 and
     incorporated herein by reference.

*    Filed herewith.



                                       II-11
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{"company-data": {"conformed-name": "WARREN BANCORP INC", "cik": "0000830750", "assigned-sic": "6036", "irs-number": "043024165", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56625", "film-number": "98646662"}, "business-address": {"street1": "10 MAIN ST", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "5085317400"}, "mail-address": {"street1": "10 MAIN STREET", "street2": "PO BOX 6159", "city": "PEABODY", "state": "MA", "zip": "01961-6159"}, "former-company": {"former-conformed-name": "NORTHBANC CORP", "date-changed": "19880503"}}
1
      As filed with the Securites and Exchange Commission on June 11, 1998

                                                              File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                              WARREN BANCORP, INC.
               (Exact name of issuer as specified in its charter)

         MASSACHUSETTS                                         04-3024165
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                             10 MAIN STREET, PEABODY
                               MASSACHUSETTS 01960
                    (Address of Principal Executive Offices)

                              WARREN BANCORP, INC.
                1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------

                                 PAUL M. PEDUTO
                                    TREASURER
                              WARREN BANCORP, INC.
                                 10 MAIN STREET
                          PEABODY, MASSACHUSETTS 01960
                     (Name and address of agent of service)
                                 (978) 531-7400
          (Telephone number, including area code, of agent for service)
                                                  
                              --------------------

                                   Copies to:

                              JOHN O. NEWELL, ESQ.
                             GOODWIN, PROCTER & HOAR
                                 EXCHANGE PLACE
                                BOSTON, MA 02109
                                 (617) 570-1000

                              --------------------

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
  Title of Each Class of       Amount to be          Proposed Maximum           Proposed Maximum            Amount of
Securities Being Registered    Registered(1)     Offering Price Per Share    Aggregate Offering Price    Registration Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock (2)              600,000 shares               $12.0625                     $7,237,500               $2,135
=========================================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the
     1998 Incentive and Nonqualified Stock Option Plan in the event of a stock
     dividend, reverse stock split, split-up, recapitalization or other similar
     event.

(2)  This Registration Statement also relates to the rights (the "Rights") to
     purchase shares of Series A Junior Participating Cumulative Preferred Stock
     of the Registrant which are attached to all shares of Common Stock
     outstanding as of, and issued subsequent to, May 10, 1995, pursuant to the
     terms of the Registrant's Amended and Restated Shareholders Rights
     Agreement, dated as of May 10, 1998.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act, solely for purposes of determining the registration fee.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          There are hereby incorporated by reference: (i) the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as
amended and restated on Form 10-K/A filed on May 29, 1998; (ii) the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 and
the Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 9, 1998; and (iii) the description of the
Registrant's common stock, par value $.10 per share, contained in the
Registrant's Registration Statement on Form 8-B dated May 10, 1995, as amended.

          All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable. See instructions to Item 4.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Article VI (B) of the Registrant's Articles of Organization provides
as follows:

          A.   No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided, however, that this Article shall not eliminate or limit any liability
of a Director (i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the Director
derived an improper personal benefit.

          B.   No amendment or repeal of this Article shall adversely affect the
rights and protection afforded to a Director of this Corporation under this
Article for acts or omissions occurring prior to such amendment or repeal. If
the Massachusetts Business Corporation Law is hereafter amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
Directors of this Corporation shall be eliminated or limited to the fullest
extent permitted by the Massachusetts Business Corporation Law as so amended.

          Article V of the Registrant's By-laws provides as follows:

                                        II-1
3

          1.   ACTIONS, SUITS AND PROCEEDINGS. The Corporation shall indemnify
each person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, proceeding or investigation,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a Director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a Director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Corporation or any subsidiary of the Corporation (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted to be taken in such capacity, against all expenses
(including reasonable attorneys' fees), judgments and fines incurred by him or
on his behalf in connection with such action, suit, proceeding or investigation,
and any appeal therefrom, unless the Indemnitee shall be finally adjudicated in
such action, suit, proceeding or investigation, not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Notwithstanding anything to the
contrary in this Article V, except as set forth in Section 7 of this Article V,
the Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with an action, suit, proceeding or investigation (or part thereof)
initiated by the Indemnitee unless the initiation thereof was approved by the
Board of Directors of the Corporation.

          2.   EMPLOYEES AND AGENTS. The Corporation may, at the discretion of
the Board of Directors, indemnify employees and agents of the Corporation as if
they were included in Section 1 of this Article V.

          3.   SETTLEMENTS. The right to indemnification conferred in this
Article V shall include the right to be paid by the Corporation for amounts paid
in settlement of any such action, suit, proceeding or investigation and any
appeal therefrom, and all expenses (including reasonable attorneys' fees)
incurred in connection with such settlement, pursuant to a consent decree or
otherwise, unless and to the extent it is determined pursuant to Section 6 of
this Article V that the Indemnitee did not act in good faith in the reasonable
belief that his or her action was in the best interests of the Corporation or,
to the extent such matter relates to service with respect to an employee benefit
plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

          4.   NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
his or her right to be indemnified, the Indemnitee must notify the Corporation
in writing as soon as practicable of any action, suit, proceeding or
investigation involving such Indemnitee or with respect to which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee. After notice from the Corporation to the Indemnitee of its election
so to assume such defense, the Corporation shall not be liable to the Indemnitee
for any legal or other expenses subsequently incurred by the Indemnitee in
connection with such claim, other than as provided below in this Section 4 of
this Article V. The Indemnitee shall have the right to employ his or her own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the Corporation, except as otherwise expressly provided by
this Article V. The Corporation shall not be entitled, without the consent of
the Indemnitee, to assume the defense of any claim brought by or in the right of
the Corporation or as to which counsel for the Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) above.

          5.   ADVANCE OF EXPENSES. Subject to the provisions of Section 6 of
this Article V, in the event that the Corporation does not assume the defense,
or unless and until the Corporation assumes the defense, pursuant to

                                      II-2
4

Section 4 of this Article V of any action, suit, proceeding or investigation of
which the Corporation receives notice under this Article V, any expenses
(including reasonable attorneys' fees) incurred by an Indemnitee in defending a
civil or criminal action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final disposition
of such matter, PROVIDED, HOWEVER, that the payment of such expenses incurred by
an Indemnitee in advance of the final disposition of such matter shall be made
only upon receipt of an undertaking by or on behalf of the Indemnitee to repay
all amounts so advanced in the event that it shall ultimately be determined that
the Indemnitee is not entitled to be indemnified by the Corporation as
authorized in this Article V. Such undertaking may be accepted without reference
to the financial ability of the Indemnitee to make such repayment.

          6.   PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification
or advancement of expenses pursuant to Sections 1, 3 or 5 of this Article V, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification pursuant to Section 1 of this Article V shall be made
promptly, and in any event within 60 days after receipt by the Corporation of
the written request of the Indemnitee, unless a court of competent jurisdiction
finally adjudicates that the Indemnitee did not meet the applicable standard of
conduct set forth in Section 1 of this Article V. Any such indemnification
pursuant to Section 3 of this Article V or advancement of expenses pursuant to
Section 5 of this Article V shall be made promptly, and in any event within 60
days after receipt by the Corporation of the written request of the Indemnitee,
unless the Corporation determines, by clear and convincing evidence, within such
60-day period that the Indemnitee did not meet the applicable standard of
conduct set forth in Sections 1 or 3 of this Article V, as the case may be. Such
determination by the Corporation shall be made in each instance by (a) a
majority vote of a quorum of the Directors of the Corporation, (b) a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote for Directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit, proceeding or
investigation in question, or (c) independent legal counsel (who may be regular
legal counsel to the Corporation).

          7.   REMEDIES. The right to indemnification or advances as granted by
this Article V shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6 of this Article V. Unless otherwise provided by law, the Corporation
shall have the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of expenses under this Article V. Neither the
failure of the Corporation to have made a determination prior to the
commencement of any such action by the Indemnitee that indemnification is proper
in the circumstances because the Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Corporation pursuant to Section 6 of
this Article V that the Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
Indemnitee has not met the applicable standard of conduct. The Indemnitee's
expenses (including attorneys' fees) incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.

          8.   SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this
Article V or of the relevant provisions of Chapter 156B of the Massachusetts
General Laws or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

          9.   OTHER RIGHTS. The indemnification and advancement of expenses
provided by this Article V shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or Directors or otherwise, both as to action in his or her official capacity and
as to action in any other capacity while holding office for the Corporation, and
shall continue as to an Indemnitee who has ceased to be a Director or officer,
and shall

                                      II-3
5

inure to the benefit of the estate, heirs, executors, personal representatives
and administrators of the Indemnitee. Nothing contained in this Article V shall
be deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and Directors providing indemnification rights
and procedures different from those set forth in this Article V. In addition,
the Corporation may, to the extent authorized from time to time by its Board of
Directors pursuant to Section 2 of this Article V or otherwise, grant
indemnification rights to other employees or agents of the Corporation or other
persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article V.

          10.  PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article V to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by such Indemnitee or on
such Indemnitee's behalf in connection with any action, suit, proceeding or
investigation and any appeal therefrom but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify the Indemnitee for the
portion of such expenses (including reasonable attorneys' fees), judgments,
fines or amounts paid in settlement to which such Indemnitee is entitled.

          11.  INSURANCE. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any Director, officer, employee or agent
of the Corporation, any subsidiary, another organization or employee benefit
plan against any expense, liability or loss incurred by him of her in any such
capacity, or arising out of his of her status as such, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Chapter 156B of the Massachusetts General Laws.

          12.  MERGER OR CONSOLIDATION. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving Corporation shall assume the obligations of the
Corporation under this Article V with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring at or prior to the date of such merger or consolidation.

          13.  SAVINGS CLAUSE. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement in connection with any action, suit, proceeding or investigation,
whether civil, criminal or administrative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article V that shall not have been invalidated and to the
fullest extent permitted by applicable law.

          14.  SUBSEQUENT LEGISLATION. If the Massachusetts General Laws are
amended after adoption of this Article V to expand further the indemnification
permitted to Indemnitees, then the Corporation shall indemnify such persons to
the fullest extent permitted by the Massachusetts General Laws, as so amended.

          The pertinent statutory provision relating to indemnification, Chapter
156B, Section 67 of the General Laws of the Commonwealth of Massachusetts,
provides as follows:

INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Indemnification of directors, officers, employees and other agents of
a corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence

                                      II-4
6

who are not directors of the corporation may be provided by it to the extent
authorized by the directors. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

          No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

          The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.

          A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

                                      II-5
7

ITEM 8.  EXHIBITS

                                    EXHIBITS

   Exhibit
   Number                           Exhibit
   -------                          -------
 
     4.1       Articles of Organization of Warren Bancorp, Inc., as amended (1)

     4.2       By-laws of Warren Bancorp, Inc., as amended (1)

     5.1*      Opinion of Goodwin, Procter & Hoar LLP regarding the legality of
               securities being offered

    23.1       Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)

    23.2*      Consent of Arthur Andersen LLP

    23.3*      Consent of KPMG Peat Marwick LLP
    
    24.1       Power of Attorney (see page II-9)

    99.1*      Warren Bancorp, Inc. 1998 Incentive and Nonqualified Stock Option
               Plan

----------

(1)  Previously filed as an Exhibit to the Registrant's Current Report on Form
     8-K filed with the Securities and Exchange Commission on May 10, 1995 and
     incorporated herein by reference.

*    Filed herewith.

ITEM 9.  UNDERTAKINGS

          The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

                                      II-6
8

          Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-7
9

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Peabody, Commonwealth of
Massachusetts, on May 29, 1998.

                                             WARREN BANCORP, INC.

                                             By: /s/ Paul M. Peduto
                                                 ------------------------------ 
                                                 Paul M. Peduto
                                                 Treasurer

                                      II-8
10

          We, the undersigned officers and Directors of Warren Bancorp, Inc.,
hereby severally constitute John R. Putney and Paul M. Peduto, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, this
Registration Statement and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names in our capacities as officers and Directors to enable Warren
Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

                                   SIGNATURES

      NAME                             TITLE                          DATE

/s/ John R. Putney                 President and Chief             May 29, 1998
-----------------------------      Executive Officer; 
John R. Putney                     Director (Principal
                                   Executive Officer) 
                                   

/s/ Paul M. Peduto                 Treasurer; Director             May 29, 1998
-----------------------------      (Principal Accounting 
Paul M. Peduto                     and Financial Officer)
                                   

/s/ Peter V. Bent                  Director                        May 29, 1998
-----------------------------
Peter V. Bent

/s/ Stephen J. Connolly IV         Director                        May 29, 1998
-----------------------------
Stephen J. Connolly IV

/s/ Francis L. Conway              Director                        May 29, 1998
-----------------------------
Francis L. Conway

                                   Director
-----------------------------
Paul J. Curtin

/s/ Robert R. Fanning, Jr.         Director                        May 29, 1998
-----------------------------
Robert R. Fanning, Jr.

                                      II-9
11

       NAME                             TITLE                       DATE

/s/ Arthur E. Holden, Jr.              Director                   May 29, 1998
--------------------------------
Arthur E. Holden, Jr.

/s/ Stephen R. Howe                    Director                   May 29, 1998
--------------------------------
Stephen R. Howe

/s/ John C. Jeffers                    Director                   May 29, 1998
--------------------------------
John C. Jeffers

/s/ Stephen G. Kasnet                  Director                   May 29, 1998
--------------------------------
Stephen G. Kasnet

/s/ Linda Lerner                       Director                   May 29, 1998
--------------------------------
Linda Lerner

/s/ Arthur E. McCarthy                 Director                   May 29, 1998
--------------------------------
Arthur E. McCarthy

/s/ Arthur J. Pappathanasi             Director                   May 29, 1998
--------------------------------
Arthur J. Pappathanasi

/s/ George W. Phillips                 Director                   May 29, 1998
--------------------------------
George W. Phillips

/s/ John D. Smidt                      Director                   May 29, 1998
--------------------------------
John D. Smidt

/s/ John H. Womack                     Director                   May 29, 1998
--------------------------------
John H. Womack

                                      II-10
12

                    INDEX OF EXHIBITS

Exhibit
Number               Exhibit
------               -------

  4.1              Articles of
                   Organization of
                   Warren Bancorp, Inc.,
                   as amended.(1)

  4.2              By-laws of Warren Bancorp,
                   Inc., as amended (1)

  5.1*             Opinion of Goodwin,
                   Procter & Hoar LLP regarding
                   the legality of securities
                   being offered

 23.1              Consent of Goodwin,
                   Procter & Hoar LLP (included
                   in Exhibit 5)

 23.2*             Consent of Arthur Andersen LLP

 23.3*             Consent of KPMG Peat Marwick LLP

 24.1              Power of Attorney (see page II-9)

 99.1*             Warren Bancorp, Inc. 1998 Incentive and Nonqualified 
                   Stock Option Plan

----------

(1)  Previously filed as an Exhibit to the Registrant's Current Report on Form
     8-K filed with the Securities and Exchange Commission on May 10, 1995 and
     incorporated herein by reference.

*    Filed herewith.

                                       II-11