Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Ipswich Bancshares, Inc.
               (Exact name of issuer as specified in its charter)

       Massachusetts                                      04-3459169
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

23 Market Street, Ipswich, Massachusetts                               01938
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank
    Savings Banks Employees Retirement Association 401(k) Plan as adopted by
                              Ipswich Savings Bank
                 Ipswich Savings Bank 1998 Stock Incentive Plan
                 Ipswich Savings Bank 1996 Stock Incentive Plan
 Ipswich Savings Bank 1992 Incentive and Nonqualified Stock Incentive Plan
 -------------------------------------------------------------------------
                           (Full title of the plans)

                                  David L. Grey
                      President and Chief Executive Officer
                            Ipswich Bancshares, Inc.
                                23 Market Street
                          Ipswich, Massachusetts 01938
                                 (978) 356-7777
                   ------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                            Deborah Drosnin, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

                   ------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                         Amount           Proposed Maximum      Proposed Maximum       Amount of
      Title of Securities                to be             Offering Price      Aggregate Offering    Registration
        to be Registered             Registered (1)        Per Share (2)             Price                Fee
--------------------------------------------------------------------------------------------------------------------
<S>                     <C>          <C>                      <C>                 <C>                  <C>
Common Stock (par value $.10)        296,698 shares           $9.9075             $2,939,535.44        $ 817.19
--------------------------------- --------------------- --------------------- --------------------- ----------------
</TABLE>
<PAGE>
         (1)  Maximum number of shares  issuable under the Ipswich  Savings Bank
              1998 Stock Incentive Plan (100,000), the Ipswich Savings Bank 1996
              Stock  Incentive  Plan  (111,775),  the Ipswich  Savings Bank 1992
              Incentive  and  Nonqualified  Stock  Option  Plan  (11,323),   the
              Deferred Stock  Compensation Plan for Directors of Ipswich Savings
              Bank   (23,600)  and  the  Savings  Banks   Employees   Retirement
              Association  401(k)  Plan  as  adopted  by  Ipswich  Savings  Bank
              (50,000),  and such  additional  number of shares of the Company's
              common stock as may be required in the event of a stock  dividend,
              stock split, split-up, recapitalization or other similar event. In
              addition,  pursuant to Rule  416(c)  under the  Securities  Act of
              1933,  this  registration  statement also covers an  indeterminate
              amount of interests  to be offered or sold  pursuant to the 401(k)
              Plan.
<PAGE>
         (2)  Estimated  solely for the purpose of calculating the  registration
              fee pursuant to Rule 457(c) and (h), upon the basis of the average
              of the high and low prices of the common  stock of the  Registrant
              on July __, 1999, as reported on the Nasdaq Stock Market.

                                     PART I

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participating  employees and 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 Documents by Reference.

         The Registrant has not previously filed any annual or quarterly reports
with the Securities and Exchange  Commission  pursuant to Section 13(a) or 15(d)
of the Securities Act of 1934, as amended (the "Exchange  Act").  The Registrant
hereby  incorporates  by  reference  (i) the Annual  Report on Form 10-K for the
fiscal year ended December 31, 1998 filed by its  predecessor,  Ipswich  Savings
Bank, with the Federal Deposit Insurance  Corporation and (ii) all other reports
filed by Ipswich  Savings Bank with the Federal  Deposit  Insurance  Corporation
since December 31, 1998 pursuant to Section 13(a) of the Exchange Act.

         The  Registrant   hereby   incorporates   by  reference   the Company's
Current Report on Form 8-K (including  the  description of the Company's  Common
Stock) filed with the  Commission  on July 9, 1999,  including  any amendment or
report filed for the purpose of updating such description.

         In addition,  all documents  filed by the Company  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 securities  offered 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 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 such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                       -2-
<PAGE>
Item 4.  Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VI of the By-Laws of the Company  provides  that  directors and
officers of the Company  shall be  indemnified  by the Company (and  non-officer
employees of the Company may be so  indemnified,  at the discretion of the Board
of Directors)  against all expenses  incurred in connection with any proceedings
as a result of serving or having  served as a  director,  officer or employee of
the Company or any of its wholly owned subsidiaries, or serving or having served
in  any  capacity   with  respect  to  any  other   corporation,   organization,
partnership,  joint venture, trust, employee benefit plan or other entity at the
request or  direction of the  Company.  The By-laws of the Company  provide that
such  indemnification  shall not be provided if it is determined that the action
giving  rise to the  liability  was not  taken in good  faith in the  reasonable
belief that the action was in the best  interests  of the  Company.  The Company
also has a policy of directors' and officers'  liability  insurance to indemnify
its  directors  and  officers  against  certain  liabilities  incurred  in their
capacities as such.

         The  Articles of  Organization  provide that no director of the Company
shall be  personally  liable to the  Company or its  stockholders  for  monetary
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing such  liability.  However,  in conformity  with Section 13(b) (1
1/2) of Chapter 156B of the  Massachusetts  General  Laws,  a director  shall be
liable (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 law, (iii) under Sections 61 or
62 of Chapter 156B of the Massachusetts General Laws or (iv) with respect to any
transaction from which the director derived an improper personal benefit.

         The effect of these  provisions would be to permit  indemnification  by
the Company for liabilities arising out of the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

5        Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
         being registered

                                      -3-
<PAGE>
23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)

23.2     Consent of Baker Newman & Noyes LLC

24       Power of Attorney (contained on the signature page)

99.1     Ipswich  Savings Bank 1992 Incentive and  Nonqualified  Stock Incentive
         Plan

99.2     Ipswich Savings Bank 1996 Stock Incentive Plan

99.3     Ipswich Savings Bank 1998 Stock Incentive Plan

99.4     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank

Item 9.  Undertakings.

              1. The undersigned Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  or the Plan'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  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

              2. The undersigned Registrant hereby undertakes:

                  (a) 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;

                           (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) 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

                                   -4-
<PAGE>
                      (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  2(a)(i) and  2(a)(ii) 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 the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

                  (b) 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) 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.

              3. 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 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.
                                      * * *

                                      -5-
<PAGE>
                                SIGNATURES

         Registrant. 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 Ipswich, Massachusetts, on July 21, 1999.

<PAGE>

                            IPSWICH BANCSHARES, INC.

                                       By: /s/ Francis Kenney
                                           -------------------------------------
                                           Francis Kenney
                                           Senior Vice President, Treasurer
                                           and Chief Financial Officer


<PAGE>



LIB_18/S-8.WPD


                           POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints David L. Grey and Francis Kenney 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.

                                 * * *

<PAGE>
         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
---------                                   -----

/s/ DAVID L. GREY             President, Chief Executive Officer   July 21, 1999
--------------------------    and Director (Principal Executive
     David Grey               Officer)



/s/ FRANCIS KENNEY            Senior Vice President, Treasurer     July 21, 1999
--------------------------    and Chief Financial Officer
    Francis Kenney            (Principal Financial and
                              Accounting Officer)


/s/ WILLIAM M. CRAFT          Director                             July 21, 1999
--------------------------
    William M. Craft


/s/ THOMAS A. ELLSWORTH        Director                            July 21, 1999
--------------------------
    Thomas A. Ellsworth


/s/ WILLIAM E. GEORGE          Director                            July 21, 1999
--------------------------
    William E. George


/s/ MARK L. KLAMAN             Director                            July 21, 1999
--------------------------
     Mark L. Klaman


/s/ JOHN H. MORROW             Director                            July 21, 1999
--------------------------
    John H. Morrow


/s/ LAWRENCE J. PSZENNY        Director                            July 21, 1999
--------------------------
    Lawrence J. Pszenny


/s/ WILLIAM J. TINTI           Director                            July 21, 1999
--------------------------
    William J. Tinti

                                       -7-
<PAGE>
     The 401(k) Plan.  Pursuant to the  requirements  of the  Securities  Act of
1933, the trustee of the Savings Banks Employees  Retirement  Association 401(k)
Plan as  adopted by  Ipswich  Savings  Bank has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Woburn, Massachusetts on July 21, 1999.

                                       SAVINGS BANKS EMPLOYEES  RETIREMENT
                                       ASSOCIATION 401(k) PLAN AS ADOPTED BY
                                       IPSWICH SAVINGS BANK


                                       By: /s/ Thomas Forese, Jr.
                                           -------------------------------------
                                           Plan Administrator
<PAGE>
                                  EXHIBIT INDEX

5        Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
         being registered.

23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)

23.2     Consent of Baker Newman & Noyes LLC

24       Power of Attorney (contained on the signature page)

99.1     Ipswich  Savings Bank 1992 Incentive and  Nonqualified  Stock Incentive
         Plan

99.2     Ipswich Savings Bank 1996 Stock Incentive Plan

99.3     Ipswich Savings Bank 1998 Stock Incentive Plan

99.4     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20490}]
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Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Ipswich Bancshares, Inc.
               (Exact name of issuer as specified in its charter)

       Massachusetts                                      04-3459169
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

23 Market Street, Ipswich, Massachusetts                               01938
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank
    Savings Banks Employees Retirement Association 401(k) Plan as adopted by
                              Ipswich Savings Bank
                 Ipswich Savings Bank 1998 Stock Incentive Plan
                 Ipswich Savings Bank 1996 Stock Incentive Plan
 Ipswich Savings Bank 1992 Incentive and Nonqualified Stock Incentive Plan
 -------------------------------------------------------------------------
                           (Full title of the plans)

                                  David L. Grey
                      President and Chief Executive Officer
                            Ipswich Bancshares, Inc.
                                23 Market Street
                          Ipswich, Massachusetts 01938
                                 (978) 356-7777
                   ------------------------------------------
                   (Name and address, including zip code, and
          telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                            Deborah Drosnin, Esquire
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

                   ------------------------------------------
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                         Amount           Proposed Maximum      Proposed Maximum       Amount of
      Title of Securities                to be             Offering Price      Aggregate Offering    Registration
        to be Registered             Registered (1)        Per Share (2)             Price                Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock (par value $.10)        296,698 shares           $9.9075             $2,939,535.44        $ 817.19
--------------------------------- --------------------- --------------------- --------------------- ----------------
(1)  Maximum number of shares  issuable under the Ipswich  Savings Bank
              1998 Stock Incentive Plan (100,000), the Ipswich Savings Bank 1996
              Stock  Incentive  Plan  (111,775),  the Ipswich  Savings Bank 1992
              Incentive  and  Nonqualified  Stock  Option  Plan  (11,323),   the
              Deferred Stock  Compensation Plan for Directors of Ipswich Savings
              Bank   (23,600)  and  the  Savings  Banks   Employees   Retirement
              Association  401(k)  Plan  as  adopted  by  Ipswich  Savings  Bank
              (50,000),  and such  additional  number of shares of the Company's
              common stock as may be required in the event of a stock  dividend,
              stock split, split-up, recapitalization or other similar event. In
              addition,  pursuant to Rule  416(c)  under the  Securities  Act of
              1933,  this  registration  statement also covers an  indeterminate
              amount of interests  to be offered or sold  pursuant to the 401(k)
              Plan.
(2)  Estimated  solely for the purpose of calculating the  registration
              fee pursuant to Rule 457(c) and (h), upon the basis of the average
              of the high and low prices of the common  stock of the  Registrant
              on July __, 1999, as reported on the Nasdaq Stock Market.

                                     PART I

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participating  employees and 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 Documents by Reference.

         The Registrant has not previously filed any annual or quarterly reports
with the Securities and Exchange  Commission  pursuant to Section 13(a) or 15(d)
of the Securities Act of 1934, as amended (the "Exchange  Act").  The Registrant
hereby  incorporates  by  reference  (i) the Annual  Report on Form 10-K for the
fiscal year ended December 31, 1998 filed by its  predecessor,  Ipswich  Savings
Bank, with the Federal Deposit Insurance  Corporation and (ii) all other reports
filed by Ipswich  Savings Bank with the Federal  Deposit  Insurance  Corporation
since December 31, 1998 pursuant to Section 13(a) of the Exchange Act.

         The  Registrant   hereby   incorporates   by  reference   the Company's
Current Report on Form 8-K (including  the  description of the Company's  Common
Stock) filed with the  Commission  on July 9, 1999,  including  any amendment or
report filed for the purpose of updating such description.

         In addition,  all documents  filed by the Company  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 securities  offered 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 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 such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                       -2-
Item 4.  Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VI of the By-Laws of the Company  provides  that  directors and
officers of the Company  shall be  indemnified  by the Company (and  non-officer
employees of the Company may be so  indemnified,  at the discretion of the Board
of Directors)  against all expenses  incurred in connection with any proceedings
as a result of serving or having  served as a  director,  officer or employee of
the Company or any of its wholly owned subsidiaries, or serving or having served
in  any  capacity   with  respect  to  any  other   corporation,   organization,
partnership,  joint venture, trust, employee benefit plan or other entity at the
request or  direction of the  Company.  The By-laws of the Company  provide that
such  indemnification  shall not be provided if it is determined that the action
giving  rise to the  liability  was not  taken in good  faith in the  reasonable
belief that the action was in the best  interests  of the  Company.  The Company
also has a policy of directors' and officers'  liability  insurance to indemnify
its  directors  and  officers  against  certain  liabilities  incurred  in their
capacities as such.

         The  Articles of  Organization  provide that no director of the Company
shall be  personally  liable to the  Company or its  stockholders  for  monetary
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing such  liability.  However,  in conformity  with Section 13(b) (1
1/2) of Chapter 156B of the  Massachusetts  General  Laws,  a director  shall be
liable (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 law, (iii) under Sections 61 or
62 of Chapter 156B of the Massachusetts General Laws or (iv) with respect to any
transaction from which the director derived an improper personal benefit.

         The effect of these  provisions would be to permit  indemnification  by
the Company for liabilities arising out of the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

5        Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
         being registered

                                      -3-
23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)

23.2     Consent of Baker Newman & Noyes LLC

24       Power of Attorney (contained on the signature page)

99.1     Ipswich  Savings Bank 1992 Incentive and  Nonqualified  Stock Incentive
         Plan

99.2     Ipswich Savings Bank 1996 Stock Incentive Plan

99.3     Ipswich Savings Bank 1998 Stock Incentive Plan

99.4     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank

Item 9.  Undertakings.

              1. The undersigned Registrant hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  or the Plan'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  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

              2. The undersigned Registrant hereby undertakes:

                  (a) 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;

                           (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) 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

                                   -4-
(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  2(a)(i) and  2(a)(ii) 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 the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

                  (b) 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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) 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.

              3. 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 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.
                                      * * *

                                      -5-
SIGNATURES

         Registrant. 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 Ipswich, Massachusetts, on July 21, 1999.
IPSWICH BANCSHARES, INC.

                                       By: /s/ Francis Kenney
                                           -------------------------------------
                                           Francis Kenney
                                           Senior Vice President, Treasurer
                                           and Chief Financial Officer
LIB_18/S-8.WPD

                           POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each  individual  whose  signature
appears below constitutes and appoints David L. Grey and Francis Kenney 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.

Signature                                   Title
---------                                   -----

/s/ DAVID L. GREY             President, Chief Executive Officer   July 21, 1999
--------------------------    and Director (Principal Executive
     David Grey               Officer)

/s/ FRANCIS KENNEY            Senior Vice President, Treasurer     July 21, 1999
--------------------------    and Chief Financial Officer
    Francis Kenney            (Principal Financial and
                              Accounting Officer)

/s/ WILLIAM M. CRAFT          Director                             July 21, 1999
--------------------------
    William M. Craft

/s/ THOMAS A. ELLSWORTH        Director                            July 21, 1999
--------------------------
    Thomas A. Ellsworth

/s/ WILLIAM E. GEORGE          Director                            July 21, 1999
--------------------------
    William E. George

/s/ MARK L. KLAMAN             Director                            July 21, 1999
--------------------------
     Mark L. Klaman

/s/ JOHN H. MORROW             Director                            July 21, 1999
--------------------------
    John H. Morrow

/s/ LAWRENCE J. PSZENNY        Director                            July 21, 1999
--------------------------
    Lawrence J. Pszenny

/s/ WILLIAM J. TINTI           Director                            July 21, 1999
--------------------------
    William J. Tinti

                                       -7-
The 401(k) Plan.  Pursuant to the  requirements  of the  Securities  Act of
1933, the trustee of the Savings Banks Employees  Retirement  Association 401(k)
Plan as  adopted by  Ipswich  Savings  Bank has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Woburn, Massachusetts on July 21, 1999.

                                       SAVINGS BANKS EMPLOYEES  RETIREMENT
                                       ASSOCIATION 401(k) PLAN AS ADOPTED BY
                                       IPSWICH SAVINGS BANK

                                       By: /s/ Thomas Forese, Jr.
                                           -------------------------------------
                                           Plan Administrator
EXHIBIT INDEX

5        Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
         being registered.

23.1     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)

23.2     Consent of Baker Newman & Noyes LLC

24       Power of Attorney (contained on the signature page)

99.1     Ipswich  Savings Bank 1992 Incentive and  Nonqualified  Stock Incentive
         Plan

99.2     Ipswich Savings Bank 1996 Stock Incentive Plan

99.3     Ipswich Savings Bank 1998 Stock Incentive Plan

99.4     Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank