<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      ALLIANCE BANCORP OF NEW ENGLAND, INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State of Other Jurisdiction of Incorporation or Organization)

                                   06-1495617
                      I.R.S. Employer Identification Number

                              348 Hartford Turnpike
                                Vernon, CT 06066
                                 (860) 875-2500
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                      ALLIANCE BANCORP OF NEW ENGLAND, INC.
                1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                -------------------------------------------------
                              (Full Title of Plan)

                                Cynthia S. Harris
                                    Secretary
                      Alliance Bancorp of New England, Inc.
                              348 Hartford Turnpike
                                Vernon, CT 06066
                                 (860) 875-2500
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                 with a copy to:

                            Raymond J. Gustini, Esq.
                               Nixon Peabody, LLP
                               1255 23rd St., N.W.
                             Washington, D.C. 20037
                                 (202) 973-7700

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                         Proposed                  Proposed
     Title of                                             Maximum                   Maximum
   Securities                  Amount                    Offering                  Aggregate          Amount of
To Be Registered           To Be Registered          Price per Share(1)          Offering Price    Registration Fee
<S>                           <C>                        <C>                      <C>                  <C>
Common stock,
  par value $.01
  per share                     161,000                   $8.8125                 $1,418,813           $419
</TABLE>

(1) Estimated pursuant to Rules 457(c) and (h) based on the closing price of the
    common stock on October 21, 1999, as reported on the American Stock
    Exchange.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement as reference:

         A. Annual Report on Form 10-K of Alliance Bancorp of New England, Inc.
("Alliance") for the fiscal year ended December 31, 1998 previously filed on
March 29, 1999.

         B. Quarterly reports on Form 10-Q of Alliance for the fiscal quarter
ended March 31, 1999, filed on May 14, 1999, and for the fiscal quarter ended
June 30, 1999, filed on August 16, 1999.

         C. The description of Alliance common stock which is contained in the
Registration Statement on Form 8-A filed with the Commission on September 23,
1997, under Section 12 of the Securities Exchange Act of 1934.

         Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a) (8) of
Regulation S-K.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein 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 herein
modifies or supersedes such statement. Any 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.


                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities registered hereby is being passed upon
for Alliance by Nixon Peabody, LLP, Washington, D.C.

Item 6.  Indemnification of Directors and Officers.

         Alliance's Certificate of Incorporation or bylaws provide that it will
indemnify its directors and officers and may indemnify its employees and agents
to the full extent authorized by Delaware law in connection with certain matters
in which they may be involved because of their positions with Alliance,
including criminal, civil, administrative or investigative proceedings. Delaware
law permits indemnification for expenses (including attorney's fees), judgments,
fines, penalties and amounts paid in settlement in third-party actions involving
such persons, provided there is a determination by a majority vote of the
disinterested directors, by independent legal counsel, by the shareholders or by
a court that the person seeking indemnification acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
Alliance and, in the case of any criminal action, had no reason to believe his
conduct was unlawful.

         In the case of derivative actions on behalf of Alliance, Delaware law
generally permits indemnification for expenses (including attorneys' fees) in
defending oneself, assuming a determination as to the conduct of the person
seeking to be indemnified similar to that required for third-party actions.

         Delaware law provides for advances of legal expenses as they are
incurred to persons seeking to be indemnified, provided that the person
receiving the advances undertakes to repay such amounts if it is subsequently
determined that he or she is not entitled to indemnification.

         The obligation of Alliance to provide indemnification as described
above will continue, even if the Certificate of Incorporation or bylaws are
subsequently amended to restrict or eliminate the right to indemnification, with
respect to any state of facts existing at or before the time of such amendment
and any proceeding, whenever brought, based in whole or in part upon any such
state of facts. Alliance is presently unaware of any actual or threatened
actions or proceedings that might result in a claim for indemnification under
Alliance's bylaws.

         Alliance has included in its Certificate of Incorporation a provision
which eliminates the personal liability of Directors and officers acting in the
capacity of Directors or performing duties as a Director, for monetary damages
to Alliance and its shareholders for breach of their fiduciary duty except for
liability for: (i) willful or negligent violations of certain provisions of the
Delaware General Corporation Law with respect to the unlawful payment of
dividends or unlawful stock purchases or redemptions; (ii) a breach of a
Director's duty of loyalty to Alliance or its shareholders; (iii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; or (iv) a transaction from which the Director derived
improper personal benefit. This provision relieves Alliance's directors of
liability to Alliance and to shareholders for negligence in the performance of
their duties, including gross negligence, subject to the limitations specified
below. It thus could eliminate liability of Directors, and officers acting as
Directors, even for grossly negligent business decisions in certain

                                       3
<PAGE>

circumstances. It does not eliminate or limit liability of Directors arising in
connection with causes of action brought under the federal securities laws or to
parties other than Alliance or its shareholders. The provision has no effect on
the availability of equitable remedies, such an injunction or rescission, based
upon a Director's breach of his fiduciary duty to Alliance and to shareholders.
At present, there are no pending or contemplated actions or proceedings against
any Directors of Alliance, and Alliance knows of no threatened litigation
against its Directors that would be affected by the foregoing provisions of law.

         The effect of these provisions would be to permit indemnification by
Alliance for liabilities arising out of the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Number                   Description

             4.1            Certificate of Incorporation of Alliance Bancorp of
                            New England, Inc. (incorporated herein by reference
                            to Exhibit 99.1 to Alliance's Registration Statement
                            on Form 8-A filed with the Commission on September
                            23, 1997)

             4.2            Bylaws  of Alliance Bancorp of New England, Inc.
                            (incorporated herein by reference to Exhibit 99.2 to
                            Alliance's Registration Statement on Form 8-A filed
                            with the Commission on September 23, 1997)

             4.3            Alliance Bancorp of New England, Inc. 1999 Stock
                            Option Plan for Non-Employee Directors

             5              Opinion of Nixon Peabody, LLP as to the legality of
                            securities registered hereby including consent of
                            such counsel

             23.1           Consent of KPMG LLP

             23.2           Consent of Nixon Peabody, LLP (See Exhibit 5)

             24             Power of Attorney (reference made to signature Page)

                                       4
<PAGE>

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;

                           (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. 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) 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.

                           (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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the
registrant pursuant to Section 13 or 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.

         B. The undersigned 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report 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.

                                       5
<PAGE>


         C. 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.



                                       6
<PAGE>


                                   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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vernon, Connecticut on this 28th day of October, 1999.

                                        ALLIANCE BANCORP OF
                                           NEW ENGLAND, INC.

                                   By:  /s/ Joseph H. Rossi
                                        ----------------------------------------
                                        Joseph H. Rossi
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW BY ALL THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Joseph H. Rossi and David H. Gonci, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, 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 by the following persons in the
capacities and on the dates indicated.


                                       7
<PAGE>
<TABLE>
<CAPTION>


      Signature                               Title                            Date
      ---------                               -----                            ----
<S>                                 <C>                                 <C>
/s/ Joseph H. Rossi                 President, Chief Executive          October 26, 1999
------------------------------      Officer and Director
Joseph H. Rossi                     (Principal Executive Officer)


/s/ David H. Gonci                  Senior Vice President and           October 26, 1999
------------------------------      Chief Financial Officer
David H. Gonci                      (Principal Accounting and
                                    Financial Officer)

/s/ Robert C. Boardman              Director                            October 26, 1999
------------------------------
Robert C. Boardman

/s/ Joseph P. Capossela             Director                            October 26, 1999
------------------------------
Joseph P. Capossela

/s/ William E. Dowty                Director                            October 26, 1999
------------------------------
William E. Dowty

/s/ D. Anthony Guglielmo            Director                            October 26, 1999
------------------------------
D. Anthony Guglielmo

/s/ Reginald U. Martin              Director                            October 26, 1999
------------------------------
Reginald U. Martin

Douglas J. Moser                    Director                            October 26, 1999
------------------------------

/s/ Patricia A. Noblet              Director                            October 26, 1999
------------------------------
Patricia A. Noblet

/s/ Kenneth R. Peterson             Director                            October 26, 1999
------------------------------
Kenneth R. Peterson

/s/ Mark L. Summers                 Director                            October 26, 1999
------------------------------
Mark L. Summers
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19562}]
{"company-data": {"conformed-name": "ALLIANCE BANCORP OF NEW ENGLAND INC", "cik": "0001046002", "assigned-sic": "6036", "irs-number": "061495617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89869", "film-number": "99736387"}, "business-address": {"street1": "348 HARTFORD TURNPIKE", "city": "VERNON", "state": "CT", "zip": "06066", "phone": "8608752500"}, "mail-address": {"street1": "348 HARTFORD TURNPIKE", "street2": "348 HARTFORD TURNPIKE", "city": "VERNON", "state": "CT", "zip": "06066"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ALLIANCE BANCORP OF NEW ENGLAND, INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State of Other Jurisdiction of Incorporation or Organization)

                                   06-1495617
                      I.R.S. Employer Identification Number

                              348 Hartford Turnpike
                                Vernon, CT 06066
                                 (860) 875-2500
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                      ALLIANCE BANCORP OF NEW ENGLAND, INC.
                1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                -------------------------------------------------
                              (Full Title of Plan)

                                Cynthia S. Harris
                                    Secretary
                      Alliance Bancorp of New England, Inc.
                              348 Hartford Turnpike
                                Vernon, CT 06066
                                 (860) 875-2500
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                 with a copy to:

                            Raymond J. Gustini, Esq.
                               Nixon Peabody, LLP
                               1255 23rd St., N.W.
                             Washington, D.C. 20037
                                 (202) 973-7700

                         CALCULATION OF REGISTRATION FEE
Proposed                  Proposed
     Title of                                             Maximum                   Maximum
   Securities                  Amount                    Offering                  Aggregate          Amount of
To Be Registered           To Be Registered          Price per Share(1)          Offering Price    Registration Fee
Common stock,
  par value $.01
  per share                     161,000                   $8.8125                 $1,418,813           $419
(1) Estimated pursuant to Rules 457(c) and (h) based on the closing price of the
    common stock on October 21, 1999, as reported on the American Stock
    Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement as reference:

         A. Annual Report on Form 10-K of Alliance Bancorp of New England, Inc.
("Alliance") for the fiscal year ended December 31, 1998 previously filed on
March 29, 1999.

         B. Quarterly reports on Form 10-Q of Alliance for the fiscal quarter
ended March 31, 1999, filed on May 14, 1999, and for the fiscal quarter ended
June 30, 1999, filed on August 16, 1999.

         C. The description of Alliance common stock which is contained in the
Registration Statement on Form 8-A filed with the Commission on September 23,
1997, under Section 12 of the Securities Exchange Act of 1934.

         Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a) (8) of
Regulation S-K.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein 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 herein
modifies or supersedes such statement. Any 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.

                                       2
Item 5.  Interests of Named Experts and Counsel.

         The validity of the securities registered hereby is being passed upon
for Alliance by Nixon Peabody, LLP, Washington, D.C.

Item 6.  Indemnification of Directors and Officers.

         Alliance's Certificate of Incorporation or bylaws provide that it will
indemnify its directors and officers and may indemnify its employees and agents
to the full extent authorized by Delaware law in connection with certain matters
in which they may be involved because of their positions with Alliance,
including criminal, civil, administrative or investigative proceedings. Delaware
law permits indemnification for expenses (including attorney's fees), judgments,
fines, penalties and amounts paid in settlement in third-party actions involving
such persons, provided there is a determination by a majority vote of the
disinterested directors, by independent legal counsel, by the shareholders or by
a court that the person seeking indemnification acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
Alliance and, in the case of any criminal action, had no reason to believe his
conduct was unlawful.

         In the case of derivative actions on behalf of Alliance, Delaware law
generally permits indemnification for expenses (including attorneys' fees) in
defending oneself, assuming a determination as to the conduct of the person
seeking to be indemnified similar to that required for third-party actions.

         Delaware law provides for advances of legal expenses as they are
incurred to persons seeking to be indemnified, provided that the person
receiving the advances undertakes to repay such amounts if it is subsequently
determined that he or she is not entitled to indemnification.

         The obligation of Alliance to provide indemnification as described
above will continue, even if the Certificate of Incorporation or bylaws are
subsequently amended to restrict or eliminate the right to indemnification, with
respect to any state of facts existing at or before the time of such amendment
and any proceeding, whenever brought, based in whole or in part upon any such
state of facts. Alliance is presently unaware of any actual or threatened
actions or proceedings that might result in a claim for indemnification under
Alliance's bylaws.

         Alliance has included in its Certificate of Incorporation a provision
which eliminates the personal liability of Directors and officers acting in the
capacity of Directors or performing duties as a Director, for monetary damages
to Alliance and its shareholders for breach of their fiduciary duty except for
liability for: (i) willful or negligent violations of certain provisions of the
Delaware General Corporation Law with respect to the unlawful payment of
dividends or unlawful stock purchases or redemptions; (ii) a breach of a
Director's duty of loyalty to Alliance or its shareholders; (iii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; or (iv) a transaction from which the Director derived
improper personal benefit. This provision relieves Alliance's directors of
liability to Alliance and to shareholders for negligence in the performance of
their duties, including gross negligence, subject to the limitations specified
below. It thus could eliminate liability of Directors, and officers acting as
Directors, even for grossly negligent business decisions in certain

                                       3
circumstances. It does not eliminate or limit liability of Directors arising in
connection with causes of action brought under the federal securities laws or to
parties other than Alliance or its shareholders. The provision has no effect on
the availability of equitable remedies, such an injunction or rescission, based
upon a Director's breach of his fiduciary duty to Alliance and to shareholders.
At present, there are no pending or contemplated actions or proceedings against
any Directors of Alliance, and Alliance knows of no threatened litigation
against its Directors that would be affected by the foregoing provisions of law.

         The effect of these provisions would be to permit indemnification by
Alliance for liabilities arising out of the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Number                   Description

             4.1            Certificate of Incorporation of Alliance Bancorp of
                            New England, Inc. (incorporated herein by reference
                            to Exhibit 99.1 to Alliance's Registration Statement
                            on Form 8-A filed with the Commission on September
                            23, 1997)

             4.2            Bylaws  of Alliance Bancorp of New England, Inc.
                            (incorporated herein by reference to Exhibit 99.2 to
                            Alliance's Registration Statement on Form 8-A filed
                            with the Commission on September 23, 1997)

             4.3            Alliance Bancorp of New England, Inc. 1999 Stock
                            Option Plan for Non-Employee Directors

             5              Opinion of Nixon Peabody, LLP as to the legality of
                            securities registered hereby including consent of
                            such counsel

             23.1           Consent of KPMG LLP

             23.2           Consent of Nixon Peabody, LLP (See Exhibit 5)

             24             Power of Attorney (reference made to signature Page)

                                       4
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;

                           (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. 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) 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.

                           (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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the
registrant pursuant to Section 13 or 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.

         B. The undersigned 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report 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.

                                       5
C. 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.

                                       6
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vernon, Connecticut on this 28th day of October, 1999.

                                        ALLIANCE BANCORP OF
                                           NEW ENGLAND, INC.

                                   By:  /s/ Joseph H. Rossi
                                        ----------------------------------------
                                        Joseph H. Rossi
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW BY ALL THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Joseph H. Rossi and David H. Gonci, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, 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 by the following persons in the
capacities and on the dates indicated.

                                       7
Signature                               Title                            Date
      ---------                               -----                            ----
/s/ Joseph H. Rossi                 President, Chief Executive          October 26, 1999
------------------------------      Officer and Director
Joseph H. Rossi                     (Principal Executive Officer)

/s/ David H. Gonci                  Senior Vice President and           October 26, 1999
------------------------------      Chief Financial Officer
David H. Gonci                      (Principal Accounting and
                                    Financial Officer)

/s/ Robert C. Boardman              Director                            October 26, 1999
------------------------------
Robert C. Boardman

/s/ Joseph P. Capossela             Director                            October 26, 1999
------------------------------
Joseph P. Capossela

/s/ William E. Dowty                Director                            October 26, 1999
------------------------------
William E. Dowty

/s/ D. Anthony Guglielmo            Director                            October 26, 1999
------------------------------
D. Anthony Guglielmo

/s/ Reginald U. Martin              Director                            October 26, 1999
------------------------------
Reginald U. Martin

Douglas J. Moser                    Director                            October 26, 1999
------------------------------

/s/ Patricia A. Noblet              Director                            October 26, 1999
------------------------------
Patricia A. Noblet

/s/ Kenneth R. Peterson             Director                            October 26, 1999
------------------------------
Kenneth R. Peterson

/s/ Mark L. Summers                 Director                            October 26, 1999
------------------------------
Mark L. Summers
8