<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997

                              REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                                 CFX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     NEW HAMPSHIRE                                         02-0402421
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

                                 102 MAIN STREET
                           KEENE, NEW HAMPSHIRE 03431
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                  CFX CORPORATION 1997 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               GREGG R. TEWKSBURY
                             CHIEF FINANCIAL OFFICER
                                 CFX CORPORATION
                                 102 MAIN STREET
                           KEENE, NEW HAMPSHIRE 03431
                                 (603) 352-2502

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               STEVEN KAPLAN, ESQ.
                                 ARNOLD & PORTER
                             555 12TH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 942-5998


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
TITLE OF SECURITIES                  AMOUNT TO BE           PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
TO BE REGISTERED                      REGISTERED              OFFERING PRICE        AGGREGATE OFFERING    REGISTRATION FEE
                                                                PER UNIT                  PRICE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                   <C>                   <C>   
COMMON STOCK,                            251,500                    $20.88               $5,251,320              $1,550
PAR VALUE $0.66 2/3                      SHARES
================================================================================================================================
</TABLE>
<PAGE>   2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement covers 251,500 shares of common stock of
CFX Corporation ("CFX"), par value $0.66 2/3 per share, that are subject to
options granted on September 29, 1997 under CFX's 1997 Long-Term Incentive Plan
(the "Plan"). A maximum of 500,000 shares of CFX Common Stock, in the aggregate,
are authorized for issuance under the Plan.


         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by CFX (File No. 1-10633) with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

         (a)      CFX's Annual Report on Form 10-K for the year ended December
                  31, 1996, as amended by Amendment No. 1 on Form 10-K/A filed
                  on April 29, 1997.

         (b)      CFX's Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 1997, June 30, 1997 and September 30, 1997.

         (c)      CFX's Current Reports on Form 8-K dated as of February 13,
                  1997, August 29, 1997, October 27, 1997 and December 12, 1997.

         (d)      The description of the common stock of CFX, par value $0.66
                  2/3 per share ("CFX Common Stock"), contained in a
                  registration statement on Form 8-A filed by Cheshire Financial
                  Corporation (now named CFX Corporation) on November 13, 1990,
                  and any amendments or reports filed for the purpose of
                  updating such description.

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


                                      II-1
<PAGE>   3
         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited consolidated financial statements of CFX and subsidiaries
as of December 31, 1996 and 1995 and for each of the years ended December 31,
1996, 1995 and 1994, included in CFX's 1996 Annual Report and incorporated by
reference on Form 10-K for the year ended December 31, 1996, have been
superseded by the restated audited consolidated financial statements of CFX and
subsidiaries as of December 31, 1996 and 1995 and for each of the years ended
December 31, 1996, 1995 and 1994, included in CFX's Current Report on Form 8-K
dated as of December 12, 1997 ("CFX Form 8-K") and incorporated herein by
reference to the CFX Form 8-K. Such restated audited consolidated financial
statements of CFX and subsidiaries have been audited by Wolf & Company, P.C.
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference to the CFX Form 8-K. Such restated audited
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

         In rendering its report, Wolf & Company, P.C. relied upon (i) the
report of Shatswell, MacLeod & Company, P.C. relating to the consolidated
balance sheets of Portsmouth Bank Shares, Inc. and Subsidiary as of December 31,
1996 and 1995 and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, included in the CFX Form 8-K, (ii) the report of
KPMG Peat Marwick LLP relating to the consolidated balance sheets of Community
Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995, and for each of the years in the two year
period ended June 30, 1995, included in the CFX Form 8-K, (iii) the report of
KPMG Peat Marwick relating to the consolidated balance sheets of The Safety Fund
Corporation and subsidiaries as of December 31, 1995 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the two-year period ended December 31, 1995, included in
the CFX Form 8-K, (iv) the report of Deloitte & Touche LLP relating to the
consolidated statements of operations, stockholders' equity and cash flows of
Orange Savings Bank and subsidiary for the year ended December 31, 1994,
included in the CFX Form 8-K, and (v) to the authority of such firms as experts
in accounting and auditing.

         Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so audited and consent to

                                      II-2
<PAGE>   4
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.

         Devine, Millimet & Branch, P.A., has delivered its legal opinion to the
effect that the CFX Common Stock offered hereby has been duly authorized and
that such CFX Common Stock will be when issued, validly issued, fully paid and
nonassessable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and the belief that the particular action is in the
best interests of the corporation. In general, this power to indemnify does not
exist in the case of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall have been
adjudged to be liable to the corporation or in connection with a proceeding
charging improper personal benefit. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

         The Bylaws of CFX provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the laws of New Hampshire as in effect at the time of such indemnification. CFX
has purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of CFX in
connection with the performance of their duties.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The exhibits listed on the Exhibit Index on page II-8 of this
Registration Statement are filed herewith.

         ITEM 9.  UNDERTAKINGS.

         CFX hereby undertakes:

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

                  (a)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                                      II-3
<PAGE>   5
                  (b)      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.
                           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 end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement.

                  (c)      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,

                           Provided, however, that the undertakings set forth in
                           paragraphs 1(a) and 1(b) above do not apply if the
                           information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by CFX pursuant
                           to Section 13 or 15(d) of the Exchange Act, that are
                           incorporated by reference in this 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.

         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.

         4.       That, for purposes of determining any liability under the
                  Securities Act, each filing of CFX's annual report pursuant to
                  section 13(a) or 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.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of CFX pursuant to the foregoing
                  provisions, or otherwise, CFX has been advised that in the
                  opinion of the Commission such indemnification is against
                  public policy as expressed in the Securities Act and is,
                  therefore, unenforceable. In the event that a claim for

                                      II-4
<PAGE>   6
                  indemnification against such liabilities (other than the
                  payment by CFX of expenses incurred or paid by a director,
                  officer or controlling person of CFX 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, CFX 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.


                                      II-5
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, CFX
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 City of Keene, State of New Hampshire, on December 24, 1997.

                                     CFX CORPORATION



                                     By: /s/ Peter J. Baxter
                                         -------------------------------------
                                         Peter J. Baxter
                                         President and Chief Executive Officer


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

<TABLE>
<CAPTION>
Signature                                         Title                                    Date
---------                                         -----                                    ----
<S>                                               <C>                                      <C> 
*                                                 Director                                 December 24, 1997
------------------------------
Richard F. Astrella

*                                                 Director                                 December 24, 1997
------------------------------
William E. Aubuchon, III

/s/ Peter J. Baxter                               President, Chief Executive               December 24, 1997
------------------------------                    Officer and Director
Peter J. Baxter                                   (Principal Executive Officer)

                                                  Director
------------------------------
Richard B. Baybutt

*                                                 Director                                 December 24, 1997
------------------------------
Christopher V. Bean

*                                                 Director                                 December 24, 1997
------------------------------
Christopher W. Bramley

*                                                 Director                                 December 24, 1997
------------------------------
John N. Buxton

*                                                 Director                                 December 24, 1997
------------------------------
P. Kevin Condron
</TABLE>


                                      II-6
<PAGE>   8
<TABLE>
<CAPTION>

<S>                                               <C>                                      <C> 
*                                                 Director                                 December 24, 1997
------------------------------
Timothy J. Connors

*                                                 Director                                 December 24, 1997
------------------------------
Douglas Crichfield

*                                                 Director                                 December 24, 1997
------------------------------
Calvin L. Frink

*                                                 Director                                 December 24, 1997
------------------------------
Eugene E. Gaffey

*                                                 Director                                 December 24, 1997
------------------------------
David R. Grenon

*                                                 Director                                 December 24, 1997
------------------------------
Elizabeth Sears Hager

*                                                 Director                                 December 24, 1997
------------------------------
Douglas S. Hatfield, Jr.

*                                                 Director                                 December 24, 1997
------------------------------
Philip A. Mason

*                                                 Director                                 December 24, 1997
------------------------------
Walter R. Peterson

*                                                 Director                                 December 24, 1997
------------------------------
Seth A. Resnicoff

*                                                 Director                                 December 24, 1997
------------------------------
Mark E. Simpson

*                                                 Director                                 December 24, 1997
------------------------------
Robert W. Simpson

*                                                 Director                                 December 24, 1997
------------------------------
L. William Slanetz

*                                                 Chief Financial Officer                  December 24, 1997
------------------------------
Gregg R. Tewksbury                                (Principal Financial and
                                                   Accounting Officer)


                                            * By /s/ Peter J. Baxter                    December 24, 1997
                                                 ----------------------------
                                                 (Attorney-in-fact)
</TABLE>


                                      II-7
<PAGE>   9
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>                        <C>

Exhibit 4                  CFX Corporation 1997 Long-Term Incentive Plan, filed herewith.

Exhibit 5                  Opinion of Devine, Millimet & Branch, P.C., filed herewith.

Exhibit 23.1               Consent of Devine, Millimet & Branch, P.C., included in the opinion
                           filed as Exhibit 5 hereto.

Exhibit 23.2               Consent of Wolf & Company, P.C., filed herewith.

Exhibit 23.3               Consent of Shatswell, MacLeod & Company, P.C., filed herewith.

Exhibit 23.4               Consent of KPMG Peat Marwick LLP, filed herewith.

Exhibit 23.5               Consent of KPMG Peat Marwick LLP, filed herewith.

Exhibit 23.6               Consent of Deloitte & Touche LLP, filed herewith.

Exhibit 24                 Powers of Attorney of certain directors and officers of CFX, filed
                           herewith.
</TABLE>


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22851}]
{"company-data": {"conformed-name": "CFX CORP", "cik": "0000800042", "assigned-sic": "6036", "irs-number": "020402421", "state-of-incorporation": "NH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43255", "film-number": "97744358"}, "business-address": {"street1": "102 MAIN ST", "city": "KEENE", "state": "NH", "zip": "03431", "phone": "6033522502"}, "mail-address": {"street1": "194 WEST STREET", "street2": "P O BOX 429", "city": "KEENE", "state": "NH", "zip": "03431"}, "former-company": {"former-conformed-name": "CHESHIRE FINANCIAL CORP", "date-changed": "19920703"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 CFX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     NEW HAMPSHIRE                                         02-0402421
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

                                 102 MAIN STREET
                           KEENE, NEW HAMPSHIRE 03431
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                  CFX CORPORATION 1997 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               GREGG R. TEWKSBURY
                             CHIEF FINANCIAL OFFICER
                                 CFX CORPORATION
                                 102 MAIN STREET
                           KEENE, NEW HAMPSHIRE 03431
                                 (603) 352-2502

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               STEVEN KAPLAN, ESQ.
                                 ARNOLD & PORTER
                             555 12TH STREET, N.W.
                             WASHINGTON, D.C. 20004
                                 (202) 942-5998

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
TITLE OF SECURITIES                  AMOUNT TO BE           PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
TO BE REGISTERED                      REGISTERED              OFFERING PRICE        AGGREGATE OFFERING    REGISTRATION FEE
                                                                PER UNIT                  PRICE
--------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK,                            251,500                    $20.88               $5,251,320              $1,550
PAR VALUE $0.66 2/3                      SHARES
================================================================================================================================
2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement covers 251,500 shares of common stock of
CFX Corporation ("CFX"), par value $0.66 2/3 per share, that are subject to
options granted on September 29, 1997 under CFX's 1997 Long-Term Incentive Plan
(the "Plan"). A maximum of 500,000 shares of CFX Common Stock, in the aggregate,
are authorized for issuance under the Plan.

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by CFX (File No. 1-10633) with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

         (a)      CFX's Annual Report on Form 10-K for the year ended December
                  31, 1996, as amended by Amendment No. 1 on Form 10-K/A filed
                  on April 29, 1997.

         (b)      CFX's Quarterly Reports on Form 10-Q for the quarters ended
                  March 31, 1997, June 30, 1997 and September 30, 1997.

         (c)      CFX's Current Reports on Form 8-K dated as of February 13,
                  1997, August 29, 1997, October 27, 1997 and December 12, 1997.

         (d)      The description of the common stock of CFX, par value $0.66
                  2/3 per share ("CFX Common Stock"), contained in a
                  registration statement on Form 8-A filed by Cheshire Financial
                  Corporation (now named CFX Corporation) on November 13, 1990,
                  and any amendments or reports filed for the purpose of
                  updating such description.

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

                                      II-1
3
         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The audited consolidated financial statements of CFX and subsidiaries
as of December 31, 1996 and 1995 and for each of the years ended December 31,
1996, 1995 and 1994, included in CFX's 1996 Annual Report and incorporated by
reference on Form 10-K for the year ended December 31, 1996, have been
superseded by the restated audited consolidated financial statements of CFX and
subsidiaries as of December 31, 1996 and 1995 and for each of the years ended
December 31, 1996, 1995 and 1994, included in CFX's Current Report on Form 8-K
dated as of December 12, 1997 ("CFX Form 8-K") and incorporated herein by
reference to the CFX Form 8-K. Such restated audited consolidated financial
statements of CFX and subsidiaries have been audited by Wolf & Company, P.C.
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference to the CFX Form 8-K. Such restated audited
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

         In rendering its report, Wolf & Company, P.C. relied upon (i) the
report of Shatswell, MacLeod & Company, P.C. relating to the consolidated
balance sheets of Portsmouth Bank Shares, Inc. and Subsidiary as of December 31,
1996 and 1995 and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, included in the CFX Form 8-K, (ii) the report of
KPMG Peat Marwick LLP relating to the consolidated balance sheets of Community
Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995, and for each of the years in the two year
period ended June 30, 1995, included in the CFX Form 8-K, (iii) the report of
KPMG Peat Marwick relating to the consolidated balance sheets of The Safety Fund
Corporation and subsidiaries as of December 31, 1995 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the two-year period ended December 31, 1995, included in
the CFX Form 8-K, (iv) the report of Deloitte & Touche LLP relating to the
consolidated statements of operations, stockholders' equity and cash flows of
Orange Savings Bank and subsidiary for the year ended December 31, 1994,
included in the CFX Form 8-K, and (v) to the authority of such firms as experts
in accounting and auditing.

         Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and auditors' reports,
which financial statements and schedules will have been audited to the extent
and for the periods set forth in such reports by the firm or firms rendering
such reports, and, to the extent so audited and consent to

                                      II-2
4
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.

         Devine, Millimet & Branch, P.A., has delivered its legal opinion to the
effect that the CFX Common Stock offered hereby has been duly authorized and
that such CFX Common Stock will be when issued, validly issued, fully paid and
nonassessable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and the belief that the particular action is in the
best interests of the corporation. In general, this power to indemnify does not
exist in the case of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall have been
adjudged to be liable to the corporation or in connection with a proceeding
charging improper personal benefit. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

         The Bylaws of CFX provide for the mandatory indemnification of
directors and officers in accordance with and to the full extent permitted by
the laws of New Hampshire as in effect at the time of such indemnification. CFX
has purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of CFX in
connection with the performance of their duties.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The exhibits listed on the Exhibit Index on page II-8 of this
Registration Statement are filed herewith.

         ITEM 9.  UNDERTAKINGS.

         CFX hereby undertakes:

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

                  (a)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                                      II-3
5
                  (b)      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.
                           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 end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement.

                  (c)      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,

                           Provided, however, that the undertakings set forth in
                           paragraphs 1(a) and 1(b) above do not apply if the
                           information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by CFX pursuant
                           to Section 13 or 15(d) of the Exchange Act, that are
                           incorporated by reference in this 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.

         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.

         4.       That, for purposes of determining any liability under the
                  Securities Act, each filing of CFX's annual report pursuant to
                  section 13(a) or 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.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of CFX pursuant to the foregoing
                  provisions, or otherwise, CFX has been advised that in the
                  opinion of the Commission such indemnification is against
                  public policy as expressed in the Securities Act and is,
                  therefore, unenforceable. In the event that a claim for

                                      II-4
6
                  indemnification against such liabilities (other than the
                  payment by CFX of expenses incurred or paid by a director,
                  officer or controlling person of CFX 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, CFX 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.

                                      II-5
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, CFX
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 City of Keene, State of New Hampshire, on December 24, 1997.

                                     CFX CORPORATION

                                     By: /s/ Peter J. Baxter
                                         -------------------------------------
                                         Peter J. Baxter
                                         President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                                         Title                                    Date
---------                                         -----                                    ----
*                                                 Director                                 December 24, 1997
------------------------------
Richard F. Astrella

*                                                 Director                                 December 24, 1997
------------------------------
William E. Aubuchon, III

/s/ Peter J. Baxter                               President, Chief Executive               December 24, 1997
------------------------------                    Officer and Director
Peter J. Baxter                                   (Principal Executive Officer)

                                                  Director
------------------------------
Richard B. Baybutt

*                                                 Director                                 December 24, 1997
------------------------------
Christopher V. Bean

*                                                 Director                                 December 24, 1997
------------------------------
Christopher W. Bramley

*                                                 Director                                 December 24, 1997
------------------------------
John N. Buxton

*                                                 Director                                 December 24, 1997
------------------------------
P. Kevin Condron
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*                                                 Director                                 December 24, 1997
------------------------------
Timothy J. Connors

*                                                 Director                                 December 24, 1997
------------------------------
Douglas Crichfield

*                                                 Director                                 December 24, 1997
------------------------------
Calvin L. Frink

*                                                 Director                                 December 24, 1997
------------------------------
Eugene E. Gaffey

*                                                 Director                                 December 24, 1997
------------------------------
David R. Grenon

*                                                 Director                                 December 24, 1997
------------------------------
Elizabeth Sears Hager

*                                                 Director                                 December 24, 1997
------------------------------
Douglas S. Hatfield, Jr.

*                                                 Director                                 December 24, 1997
------------------------------
Philip A. Mason

*                                                 Director                                 December 24, 1997
------------------------------
Walter R. Peterson

*                                                 Director                                 December 24, 1997
------------------------------
Seth A. Resnicoff

*                                                 Director                                 December 24, 1997
------------------------------
Mark E. Simpson

*                                                 Director                                 December 24, 1997
------------------------------
Robert W. Simpson

*                                                 Director                                 December 24, 1997
------------------------------
L. William Slanetz

*                                                 Chief Financial Officer                  December 24, 1997
------------------------------
Gregg R. Tewksbury                                (Principal Financial and
                                                   Accounting Officer)

                                            * By /s/ Peter J. Baxter                    December 24, 1997
                                                 ----------------------------
                                                 (Attorney-in-fact)
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                                INDEX TO EXHIBITS
Exhibit 4                  CFX Corporation 1997 Long-Term Incentive Plan, filed herewith.

Exhibit 5                  Opinion of Devine, Millimet & Branch, P.C., filed herewith.

Exhibit 23.1               Consent of Devine, Millimet & Branch, P.C., included in the opinion
                           filed as Exhibit 5 hereto.

Exhibit 23.2               Consent of Wolf & Company, P.C., filed herewith.

Exhibit 23.3               Consent of Shatswell, MacLeod & Company, P.C., filed herewith.

Exhibit 23.4               Consent of KPMG Peat Marwick LLP, filed herewith.

Exhibit 23.5               Consent of KPMG Peat Marwick LLP, filed herewith.

Exhibit 23.6               Consent of Deloitte & Touche LLP, filed herewith.

Exhibit 24                 Powers of Attorney of certain directors and officers of CFX, filed
                           herewith.
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