<PAGE>   1
       As filed with the Securities and Exchange Commission on May 2, 1997
                                                            File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ANDOVER BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                                    <C>
                      DELAWARE                                                      04-2952665
(State or other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification No.)
</TABLE>

                  61 MAIN STREET, ANDOVER, MASSACHUSETTS 01810
               (Address of Principal Executive Offices) (Zip Code)

        DEFERRED COMPENSATION PLAN FOR DIRECTORS OF ANDOVER BANCORP, INC.
                              AND ITS SUBSIDIARIES
                            (Full Title of the Plan)

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

                               GERALD T. MULLIGAN
                      President and Chief Executive Officer
                              Andover Bancorp, Inc.
                                 61 Main Street
                          Andover, Massachusetts 01810
                     (Name and Address of Agent for Service)

                                 (508) 749-2000
          (Telephone Number, including Area Code, of Agent for Service)

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

                                 with a copy to:

                              REGINA M. PISA, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                              Boston, MA 02109-2881
                                 (617) 570-1000

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

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

                  Registration Statement consists of 16 pages.
                        Exhibit Index appears on page 8.



<PAGE>   2

<TABLE>

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
<CAPTION>

                                       Proposed        Proposed
                                        Maximum         Maximum
  Title of             Amount          Offering        Aggregate     Amount of
Securities to           to be            Price         Offering      Registra-
be Registered       Registered(1)    Per Share(2)        Price       tion Fee
--------------------------------------------------------------------------------
<S>                    <C>              <C>          <C>              <C>    
Common Stock,
 $.10 par value        50,000           $26.875      $1,343,750       $407.20

--------------------------------------------------------------------------------
</TABLE>

(1)     This registration statement also relates to such additional number of
        shares of the Company's common stock as may be required pursuant to the
        Deferred Compensation Plan for Directors of Andover Bancorp, Inc. and
        its Subsidiaries in the event of a stock dividend, stock split,
        split-up, recapitalization or other similar event.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act of 1993, as amended, solely for purposes of determining
        the registration fee and is equal to the average of the high and low
        sale prices of the Company's common stock reported on the NASDAQ
        National Market System on April 30, 1997.

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



                                        2

<PAGE>   3



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating directors as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         Andover Bancorp, Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below, which have previously been filed
with the Securities and Exchange Commission.

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996, filed with the Securities and
                  Exchange Commission pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act");

         (b)      All other reports filed since December 31, 1996 pursuant to
                  Section 13(a) or 15(d) of the Exchange Act; and

         (c)      The description of the Company's Common Stock contained in its
                  Registration Statement filed with the Securities and Exchange
                  Commission under the Exchange Act and any amendments or
                  reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.


Item 4.  Description of Securities.
         -------------------------

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under Section 145 of the Delaware General Corporation Law, as amended,
the Company has the power to indemnify directors, officers, employees or agents,
under certain prescribed circumstances, and subject to certain limitations,
against certain costs and expenses, including attorneys' fees, actually and
reasonably

                                        3

<PAGE>   4



         incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his or her being a director, officer, employee or agent of
the Company if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the 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
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article 6 of the Company's Restated Certificate of Incorporation
provides that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for breaches of their
fiduciary duty as directors, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.


Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.


Item 8.  Exhibits.
         --------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibit
-------

          5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered.
         23.1     Consent of Counsel (included in Exhibit 5.1 hereto).
         23.2     Consent of KPMG Peat Marwick LLP, Independent Accountants.
         24.1     Powers of Attorney (included in Part II of this registration
                  statement).
         99.1     Deferred Compensation Plan for Directors of Andover Bancorp,
                  Inc. and its Subsidiaries.


Item 9.  Undertakings.
         ------------

         (a)      The undersigned 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, as amended (the
                  "Securities Act");

                           (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

                                        4

<PAGE>   5



                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than 20 percent change
                  in the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (iii) To include any material information with
                  respect to the Deferred Compensation Plan for Directors
                  Andover Bancorp, Inc. and its Subsidiaries not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Securities and Exchange
         Commission by the registrant pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in the registration
         statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and

                  (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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.



                                        5

<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 Town of Andover, Commonwealth of Massachusetts, on this
30th day of April, 1997.


                                    ANDOVER BANCORP, INC.



                                    By:  /s/ Gerald T. Mulligan
                                         ------------------------------------- 
                                         Gerald T. Mulligan,
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Gerald T. Mulligan and Joseph F. Casey, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any or all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute, may lawfully do or cause to be done by virtue hereof.

<TABLE>
        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.
<CAPTION>

       Signature                    Title                             Date
       ---------                    -----                             ----

<S>                            <C>                                   <C>
/s/ Gerald T. Mulligan         President, Chief                      April 30, 1997
----------------------------   Executive Officer     
Gerald T. Mulligan             and Director          
                               (Principal Executive  
                               Officer)              
                                                     
                               

/s/ Joseph F. Casey            Treasurer and Chief                   April 30, 1997
----------------------------   Financial Officer (Principal       
Joseph F. Casey                Financial and Accounting Officer)  
                               


/s/ Thomas F. Caffrey          Director                              April 30, 1997
----------------------------
Thomas F. Caffrey


/s/ Cornelius J. McCarthy      Director                              April 30, 1997
----------------------------
Cornelius J. McCarthy


</TABLE>



                                       6
<PAGE>   7

<TABLE>

<S>                            <C>                                   <C>

/s/ Clifford E. Elias         Director                               April 30, 1997
---------------------------
Clifford E. Elias


/s/ Naomi A. Gardner          Director                               April 30, 1997
---------------------------
Naomi A. Gardner


/s/ Robert J. Scribner        Director                               April 30, 1997
---------------------------
Robert J. Scribner


/s/ Fred P. Shaheen           Director                               April 30, 1997
---------------------------
Fred P. Shaheen

</TABLE>



                                       7
<PAGE>   8



                                  EXHIBIT INDEX


Exhibit No.    Description                                                Page+
-----------    -----------                                                -----

    5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality     9
              of the securities being registered.

   23.1       Consent of Counsel (included in Exhibit 5.1 hereto)          --

   23.2       Consent of KPMG Peat Marwick LLP, Independent Accountants    10

   24.1       Powers of Attorney (included in Part II of this              --
              registration statement).

   99.1       Deferred Compensation Plan for Directors of                  11
              Andover Bancorp, Inc. and its Subsidiaries


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

+  Refers to sequentially numbered copy.





                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19691}]
{"company-data": {"conformed-name": "ANDOVER BANCORP INC", "cik": "0000810589", "assigned-sic": "6022", "irs-number": "042952665", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26401", "film-number": "97594498"}, "business-address": {"street1": "61 MAIN ST", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "5087492000"}}
1
       As filed with the Securities and Exchange Commission on May 2, 1997
                                                            File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ANDOVER BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                                                      04-2952665
(State or other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification No.)
61 MAIN STREET, ANDOVER, MASSACHUSETTS 01810
               (Address of Principal Executive Offices) (Zip Code)

        DEFERRED COMPENSATION PLAN FOR DIRECTORS OF ANDOVER BANCORP, INC.
                              AND ITS SUBSIDIARIES
                            (Full Title of the Plan)

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

                               GERALD T. MULLIGAN
                      President and Chief Executive Officer
                              Andover Bancorp, Inc.
                                 61 Main Street
                          Andover, Massachusetts 01810
                     (Name and Address of Agent for Service)

                                 (508) 749-2000
          (Telephone Number, including Area Code, of Agent for Service)

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

                                 with a copy to:

                              REGINA M. PISA, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                              Boston, MA 02109-2881
                                 (617) 570-1000

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

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

                  Registration Statement consists of 16 pages.
                        Exhibit Index appears on page 8.
2

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Proposed        Proposed
                                        Maximum         Maximum
  Title of             Amount          Offering        Aggregate     Amount of
Securities to           to be            Price         Offering      Registra-
be Registered       Registered(1)    Per Share(2)        Price       tion Fee
--------------------------------------------------------------------------------
Common Stock,
 $.10 par value        50,000           $26.875      $1,343,750       $407.20

--------------------------------------------------------------------------------
(1)     This registration statement also relates to such additional number of
        shares of the Company's common stock as may be required pursuant to the
        Deferred Compensation Plan for Directors of Andover Bancorp, Inc. and
        its Subsidiaries in the event of a stock dividend, stock split,
        split-up, recapitalization or other similar event.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under the
        Securities Act of 1993, as amended, solely for purposes of determining
        the registration fee and is equal to the average of the high and low
        sale prices of the Company's common stock reported on the NASDAQ
        National Market System on April 30, 1997.

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

                                        2
3

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating directors as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         Andover Bancorp, Inc. (the "Company") hereby incorporates by reference
the documents listed in (a) through (c) below, which have previously been filed
with the Securities and Exchange Commission.

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996, filed with the Securities and
                  Exchange Commission pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act");

         (b)      All other reports filed since December 31, 1996 pursuant to
                  Section 13(a) or 15(d) of the Exchange Act; and

         (c)      The description of the Company's Common Stock contained in its
                  Registration Statement filed with the Securities and Exchange
                  Commission under the Exchange Act and any amendments or
                  reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under Section 145 of the Delaware General Corporation Law, as amended,
the Company has the power to indemnify directors, officers, employees or agents,
under certain prescribed circumstances, and subject to certain limitations,
against certain costs and expenses, including attorneys' fees, actually and
reasonably

                                        3
4

         incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his or her being a director, officer, employee or agent of
the Company if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the 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
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article 6 of the Company's Restated Certificate of Incorporation
provides that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for breaches of their
fiduciary duty as directors, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibit
-------

          5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered.
         23.1     Consent of Counsel (included in Exhibit 5.1 hereto).
         23.2     Consent of KPMG Peat Marwick LLP, Independent Accountants.
         24.1     Powers of Attorney (included in Part II of this registration
                  statement).
         99.1     Deferred Compensation Plan for Directors of Andover Bancorp,
                  Inc. and its Subsidiaries.

Item 9.  Undertakings.
         ------------

         (a)      The undersigned 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, as amended (the
                  "Securities Act");

                           (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

                                        4
5

                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than 20 percent change
                  in the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (iii) To include any material information with
                  respect to the Deferred Compensation Plan for Directors
                  Andover Bancorp, Inc. and its Subsidiaries not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Securities and Exchange
         Commission by the registrant pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in the registration
         statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and

                  (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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                        5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 Town of Andover, Commonwealth of Massachusetts, on this
30th day of April, 1997.

                                    ANDOVER BANCORP, INC.

                                    By:  /s/ Gerald T. Mulligan
                                         ------------------------------------- 
                                         Gerald T. Mulligan,
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Gerald T. Mulligan and Joseph F. Casey, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any or all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        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.
Signature                    Title                             Date
       ---------                    -----                             ----
/s/ Gerald T. Mulligan         President, Chief                      April 30, 1997
----------------------------   Executive Officer     
Gerald T. Mulligan             and Director          
                               (Principal Executive  
                               Officer)              
                                                     
                               

/s/ Joseph F. Casey            Treasurer and Chief                   April 30, 1997
----------------------------   Financial Officer (Principal       
Joseph F. Casey                Financial and Accounting Officer)  
                               

/s/ Thomas F. Caffrey          Director                              April 30, 1997
----------------------------
Thomas F. Caffrey

/s/ Cornelius J. McCarthy      Director                              April 30, 1997
----------------------------
Cornelius J. McCarthy
6
7
/s/ Clifford E. Elias         Director                               April 30, 1997
---------------------------
Clifford E. Elias

/s/ Naomi A. Gardner          Director                               April 30, 1997
---------------------------
Naomi A. Gardner

/s/ Robert J. Scribner        Director                               April 30, 1997
---------------------------
Robert J. Scribner

/s/ Fred P. Shaheen           Director                               April 30, 1997
---------------------------
Fred P. Shaheen
7
8

                                  EXHIBIT INDEX

Exhibit No.    Description                                                Page+
-----------    -----------                                                -----

    5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality     9
              of the securities being registered.

   23.1       Consent of Counsel (included in Exhibit 5.1 hereto)          --

   23.2       Consent of KPMG Peat Marwick LLP, Independent Accountants    10

   24.1       Powers of Attorney (included in Part II of this              --
              registration statement).

   99.1       Deferred Compensation Plan for Directors of                  11
              Andover Bancorp, Inc. and its Subsidiaries

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

+  Refers to sequentially numbered copy.

                                       8