As filed with the Securities and Exchange 
Commission on July 21, 1997                                    REGISTRATION NO.
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------


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

                     NEW HAMPSHIRE THRIFT BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        02-0430695
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                                  9 MAIN STREET
                          NEWPORT, NEW HAMPSHIRE 03773
                                 (603) 863-5772
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                      NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                             1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                                Stephen W. Ensign
                      President and Chief Executive Officer
                      New Hampshire Thrift Bancshares, Inc.
                                  9 Main Street
                          Newport, New Hampshire 03773
                                 (603) 863-5772


                                    Copy to:


                            Richard A. Schaberg, Esq.
                             Thacher Proffitt & Wood
                         1500 K Street, N.W., Suite 200
                              Washington, DC 20005
                                 (202) 347-8400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                              OF AGENT FOR SERVICE)
                                 ---------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Securities to be      Amount to be Registered(1)   Proposed Maximum Offering      Proposed Maximum            Amount of
Registered                                                     Price Per Share (2)    Aggregate Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                    <C>                           <C> 
Common Stock, $0.01 par value        168,950 shares                   -----                 $2,542,759                $  775
====================================================================================================================================
</TABLE>

(1)      Based on the number of shares of common stock of New Hampshire Thrift
         Bancshares, Inc. ("NHTB") reserved for issuance upon exercise of
         options granted pursuant to the New Hampshire Thrift Bancshares, Inc.
         1996 Stock Option Plan ("Plan"). In addition to such shares, this
         registration statement also covers an undetermined number of shares of
         common stock of NHTB that, by reason of certain events specified in the
         Plan, may become issuable upon exercise of options through the
         application of certain anti-dilution provisions.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457 of the Securities Act of 1933, pursuant to
         which 48,000 shares subject to outstanding options are deemed to be
         offered at $12.50 per share, the price at which such options may be
         exercised and the remaining 120,950 shares that may be acquired upon
         exercise of options granted in the future are deemed to be offered at
         $16.0625 per share, the average of the daily high and low sales
         prices of common stock of NHTB on the NASDAQ Stock Market at the close
         of trading on July 18, 1997.


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



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.


                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").


                                     PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-17859) are incorporated by
reference in this registration statement:

         (1)      the Registrant's Registration Statement on Form S-4 
                  (Registration No. 333-12645) as amended, which was filed
                  with the Commission pursuant to the Securities Act of 1933,
                  as amended;

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, as amended, which was filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  ("Exchange Act");

         (3)      the Registrant's Annual Report on Form 10-KSB for the year
                  ended December 31, 1996;





<PAGE>



         (4)      The Registrant's Current Report on Form 8-K, filed with the
                  Commission on January 22, 1997;

         (5)      The Proxy Statement for the Annual Meeting of Shareholders
                  held on April 9, 1996 and the joint proxy statement and
                  prospectus for the Special Meeting of Shareholders held
                  December 19, 1996.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein 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
document which 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.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL"), INTER
ALIA, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person


                                      -2-


<PAGE>



shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         Article IX of the Certificate of Bylaws of New Hampshire Thrift
Bancshares, Inc. ("NHTB" or the "Registrant") provides, among other things, that
NHTB shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
and any appeal therein, whether civil, criminal, administrative, arbitrative or
investigate (other than an action by or in the right of NHTB) by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
NHTB, or is or was serving at the request of NHTB as a director, officer,
trustee, employee or agent of another corporation, association, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of NHTB, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         NHTB shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, and any appeal therein, and against amounts paid in settlement by or
in the right of NHTB to procure a judgment in its favor by reason of the fact he
is or was a director, officer, trustee, employee or agent of NHTB, or is or was
serving at the request of NHTB as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action,
suit, or proceeding, and any appeal therein, and against amounts paid in
settlement if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of NHTB; PROVIDED, HOWEVER, that no
indemnification shall be made against expenses in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to NHTB or against
amounts paid in settlement unless and only to the extent that there is a
determination that despite the adjudication of liability or the settlement, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses or amounts paid in
settlement.

         Article IX also empowers NHTB to purchase and maintain insurance to
protect itself and its directors and officers, among other things, against any
liability, regardless of whether or not


                                       -3-


<PAGE>



NHTB would have the power to indemnify those persons against such liability
under the law or the provisions set forth in the Bylaws.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.  EXHIBITS.

                  4.1      New Hampshire Thrift Bancshares, Inc. 1996 Stock
                           Option Plan.

                  4.2      Form of Stock Option Agreement pursuant to the New
                           Hampshire Thrift Bancshares, Inc. 1996 Stock Option
                           Plan.

                  4.3      Certificate of Incorporation of New Hampshire Thrift
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Registration Statement on Form S-4, as
                           amended (Registration No. 333-12645).

                  4.4      By-Laws of New Hampshire Thrift Bancshares, Inc.,
                           incorporated by reference to the Registrant's
                           Registration Statement on Form S-4, as amended
                           (Registration No. 333-12645).

                  5.1      Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.

                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).

                  23.2     Consent of Shatswell MacLeod & Co.


ITEM 9.  UNDERTAKINGS.

         A.       RULE 415 OFFERING.  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;

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

                  (2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         D. FILING OF REGISTRATION STATEMENT ON FORM S-8. 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant for 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


                                       -5-


<PAGE>



in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                       -6-


<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of New Hampshire on June 12, 1997.

                                       NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                                       (Registrant)


                                       By: /s/ Stephen W. Ensign
                                           -------------------------
                                           Stephen W. Ensign
                                           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>
 /s/ Stephen W. Ensign                           President and Chief Executive Officer                July 12, 1997
----------------------------------------------   (Principal Executive Officer) and Director
Stephen W. Ensign                             

 /s/ John J. Kiernan                             Chairman of the Board and Director                   July 12, 1997
----------------------------------------------
John J. Kiernan

 /s/ Stephen R. Theroux                          Director, Executive Vice President and               July 12, 1997
----------------------------------------------   Chief Financial Officer (Principal
Stephen R. Theroux                               Financial and Accounting Officer)

 /s/ Leonard R. Cashman                          Director                                             July 12, 1997
----------------------------------------------
Leonard R. Cashman

/s/ Ralph B. Fifield, Jr.                        Director                                             July 12, 1997
----------------------------------------------
Ralph B. Fifield, Jr.

 /s/ John A. Kelly, Jr.                          Director                                             July 12, 1997
----------------------------------------------
John A. Kelly, Jr.

 /s/ Peter R. Lovely                             Director                                             July 12, 1997
----------------------------------------------
Peter R. Lovely

 /s/ Dennis A. Morrow                            Director                                             July 12, 1997
----------------------------------------------
Dennis A. Morrow

</TABLE>



                                       -7-


<PAGE>


<TABLE>
<CAPTION>

                  SIGNATURE                                         TITLE                              DATE
                  ---------                                         -----                              ----
<S>                                              <C>                                                  <C>
 /s/ Jack H. Nelson                              Director                                             July 12, 1997
----------------------------------------------
Jack H. Nelson

 /s/ Priscilla W. Ohler                          Director                                             July 12, 1997
----------------------------------------------
Priscilla W. Ohler

 /s/ Kenneth D. Weed                             Director                                             July 12, 1997
----------------------------------------------
Kenneth D. Weed

</TABLE>



                                       -8-


<PAGE>


<TABLE>

                                                   EXHIBIT INDEX

<CAPTION>
EXHIBIT
NUMBER                                              DESCRIPTION                                            PAGE NO.
------                                              -----------                                            --------

<S>                                                                                                        <C>
    4.1   New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan....................................
    4.2   Stock Option Agreement pursuant to the New Hampshire Thrift Bancshares,
            Inc. 1996 Stock Option Plan...................................................................
    4.5   Certificate of Incorporation of New Hampshire Thrift Bancshares, Inc.,
            incorporated by reference to the Registrant's Statement on Form S-4
            (Registration No. 333-12645), which was filed with the Commission pursuant
            to the Securities Act of 1933, as amended.....................................................   *
    4.6   By-Laws of New Hampshire Thrift Bancshares, Inc., incorporated by reference
            to the Registrant's Annual Report on Registrant's Statement on Form S-4
            (Registration No. 333-12645), which was filed with the Commission pursuant
            to the Securities Act of 1933, as amended.....................................................   *
    5.    Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality
            of the securities being registered............................................................
   23.1   Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof)...............................
   23.2   Consent of Shatswell MacLeod & Co...............................................................

</TABLE>

    *     Incorporated by reference.





                                       -9-
[{"type": "S-8", "sequence": "1", "description": "NEW HAMPSHIRE THRIFT BANCSHARES, INC.", "secsgml_size_bytes": 25589}]
{"company-data": {"conformed-name": "NEW HAMPSHIRE THRIFT BANCSHARES INC", "cik": "0000846931", "assigned-sic": "6035", "irs-number": "020430695", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31737", "film-number": "97643329"}, "business-address": {"street1": "PO BOX 37", "street2": "THE CARRAIG HOUSE", "city": "NEW LONDON", "state": "NH", "zip": "03257", "phone": "6035262116"}, "mail-address": {"street1": "PO BOX 37", "street2": "THE CARRAIGE HOUSE", "city": "NEW LONDON", "state": "NH", "zip": "03257"}}
As filed with the Securities and Exchange 
Commission on July 21, 1997                                    REGISTRATION NO.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------

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

                     NEW HAMPSHIRE THRIFT BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                        02-0430695
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                                  9 MAIN STREET
                          NEWPORT, NEW HAMPSHIRE 03773
                                 (603) 863-5772
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                      NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                             1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                                Stephen W. Ensign
                      President and Chief Executive Officer
                      New Hampshire Thrift Bancshares, Inc.
                                  9 Main Street
                          Newport, New Hampshire 03773
                                 (603) 863-5772

                                    Copy to:

                            Richard A. Schaberg, Esq.
                             Thacher Proffitt & Wood
                         1500 K Street, N.W., Suite 200
                              Washington, DC 20005
                                 (202) 347-8400
     (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
                              OF AGENT FOR SERVICE)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to be      Amount to be Registered(1)   Proposed Maximum Offering      Proposed Maximum            Amount of
Registered                                                     Price Per Share (2)    Aggregate Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        168,950 shares                   -----                 $2,542,759                $  775
====================================================================================================================================
(1)      Based on the number of shares of common stock of New Hampshire Thrift
         Bancshares, Inc. ("NHTB") reserved for issuance upon exercise of
         options granted pursuant to the New Hampshire Thrift Bancshares, Inc.
         1996 Stock Option Plan ("Plan"). In addition to such shares, this
         registration statement also covers an undetermined number of shares of
         common stock of NHTB that, by reason of certain events specified in the
         Plan, may become issuable upon exercise of options through the
         application of certain anti-dilution provisions.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457 of the Securities Act of 1933, pursuant to
         which 48,000 shares subject to outstanding options are deemed to be
         offered at $12.50 per share, the price at which such options may be
         exercised and the remaining 120,950 shares that may be acquired upon
         exercise of options granted in the future are deemed to be offered at
         $16.0625 per share, the average of the daily high and low sales
         prices of common stock of NHTB on the NASDAQ Stock Market at the close
         of trading on July 18, 1997.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.

                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-17859) are incorporated by
reference in this registration statement:

         (1)      the Registrant's Registration Statement on Form S-4 
                  (Registration No. 333-12645) as amended, which was filed
                  with the Commission pursuant to the Securities Act of 1933,
                  as amended;

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, as amended, which was filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  ("Exchange Act");

         (3)      the Registrant's Annual Report on Form 10-KSB for the year
                  ended December 31, 1996;
(4)      The Registrant's Current Report on Form 8-K, filed with the
                  Commission on January 22, 1997;

         (5)      The Proxy Statement for the Annual Meeting of Shareholders
                  held on April 9, 1996 and the joint proxy statement and
                  prospectus for the Special Meeting of Shareholders held
                  December 19, 1996.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein 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
document which 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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL"), INTER
ALIA, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person

                                      -2-
shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

         Article IX of the Certificate of Bylaws of New Hampshire Thrift
Bancshares, Inc. ("NHTB" or the "Registrant") provides, among other things, that
NHTB shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
and any appeal therein, whether civil, criminal, administrative, arbitrative or
investigate (other than an action by or in the right of NHTB) by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
NHTB, or is or was serving at the request of NHTB as a director, officer,
trustee, employee or agent of another corporation, association, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of NHTB, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

         NHTB shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, and any appeal therein, and against amounts paid in settlement by or
in the right of NHTB to procure a judgment in its favor by reason of the fact he
is or was a director, officer, trustee, employee or agent of NHTB, or is or was
serving at the request of NHTB as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action,
suit, or proceeding, and any appeal therein, and against amounts paid in
settlement if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of NHTB; PROVIDED, HOWEVER, that no
indemnification shall be made against expenses in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to NHTB or against
amounts paid in settlement unless and only to the extent that there is a
determination that despite the adjudication of liability or the settlement, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses or amounts paid in
settlement.

         Article IX also empowers NHTB to purchase and maintain insurance to
protect itself and its directors and officers, among other things, against any
liability, regardless of whether or not

                                       -3-
NHTB would have the power to indemnify those persons against such liability
under the law or the provisions set forth in the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  4.1      New Hampshire Thrift Bancshares, Inc. 1996 Stock
                           Option Plan.

                  4.2      Form of Stock Option Agreement pursuant to the New
                           Hampshire Thrift Bancshares, Inc. 1996 Stock Option
                           Plan.

                  4.3      Certificate of Incorporation of New Hampshire Thrift
                           Bancshares, Inc., incorporated by reference to the
                           Registrant's Registration Statement on Form S-4, as
                           amended (Registration No. 333-12645).

                  4.4      By-Laws of New Hampshire Thrift Bancshares, Inc.,
                           incorporated by reference to the Registrant's
                           Registration Statement on Form S-4, as amended
                           (Registration No. 333-12645).

                  5.1      Opinion of Thacher Proffitt & Wood, counsel for
                           Registrant, as to the legality of the securities
                           being registered.

                  23.1     Consent of Thacher Proffitt & Wood (included in
                           Exhibit 5 hereof).

                  23.2     Consent of Shatswell MacLeod & Co.

ITEM 9.  UNDERTAKINGS.

         A.       RULE 415 OFFERING.  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;

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

                  (2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         D. FILING OF REGISTRATION STATEMENT ON FORM S-8. 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 Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant for 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

                                       -5-
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       -6-
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of New Hampshire on June 12, 1997.

                                       NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                                       (Registrant)

                                       By: /s/ Stephen W. Ensign
                                           -------------------------
                                           Stephen W. Ensign
                                           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
                  ---------                                         -----                              ----
/s/ Stephen W. Ensign                           President and Chief Executive Officer                July 12, 1997
----------------------------------------------   (Principal Executive Officer) and Director
Stephen W. Ensign                             

 /s/ John J. Kiernan                             Chairman of the Board and Director                   July 12, 1997
----------------------------------------------
John J. Kiernan

 /s/ Stephen R. Theroux                          Director, Executive Vice President and               July 12, 1997
----------------------------------------------   Chief Financial Officer (Principal
Stephen R. Theroux                               Financial and Accounting Officer)

 /s/ Leonard R. Cashman                          Director                                             July 12, 1997
----------------------------------------------
Leonard R. Cashman

/s/ Ralph B. Fifield, Jr.                        Director                                             July 12, 1997
----------------------------------------------
Ralph B. Fifield, Jr.

 /s/ John A. Kelly, Jr.                          Director                                             July 12, 1997
----------------------------------------------
John A. Kelly, Jr.

 /s/ Peter R. Lovely                             Director                                             July 12, 1997
----------------------------------------------
Peter R. Lovely

 /s/ Dennis A. Morrow                            Director                                             July 12, 1997
----------------------------------------------
Dennis A. Morrow
-7-
SIGNATURE                                         TITLE                              DATE
                  ---------                                         -----                              ----
/s/ Jack H. Nelson                              Director                                             July 12, 1997
----------------------------------------------
Jack H. Nelson

 /s/ Priscilla W. Ohler                          Director                                             July 12, 1997
----------------------------------------------
Priscilla W. Ohler

 /s/ Kenneth D. Weed                             Director                                             July 12, 1997
----------------------------------------------
Kenneth D. Weed
-8-
EXHIBIT INDEX
EXHIBIT
NUMBER                                              DESCRIPTION                                            PAGE NO.
------                                              -----------                                            --------
4.1   New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan....................................
    4.2   Stock Option Agreement pursuant to the New Hampshire Thrift Bancshares,
            Inc. 1996 Stock Option Plan...................................................................
    4.5   Certificate of Incorporation of New Hampshire Thrift Bancshares, Inc.,
            incorporated by reference to the Registrant's Statement on Form S-4
            (Registration No. 333-12645), which was filed with the Commission pursuant
            to the Securities Act of 1933, as amended.....................................................   *
    4.6   By-Laws of New Hampshire Thrift Bancshares, Inc., incorporated by reference
            to the Registrant's Annual Report on Registrant's Statement on Form S-4
            (Registration No. 333-12645), which was filed with the Commission pursuant
            to the Securities Act of 1933, as amended.....................................................   *
    5.    Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality
            of the securities being registered............................................................
   23.1   Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof)...............................
   23.2   Consent of Shatswell MacLeod & Co...............................................................
*     Incorporated by reference.

                                       -9-