content: <PAGE>   1
                                                             Registration No. 333-
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               Abington Bancorp, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
  
         Massachusetts                                      04-3334127
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)
  
  
    538 Bedford Street, Abington Massachusetts                 02351
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
  
  
                               ABINGTON BANCORP, INC.
                  1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 James P. McDonough
                        President and Chief Executive Officer
                               Abington Bancorp, Inc.
                                 538 Bedford Street
                            Abington, Massachusetts 02351
                                   (617) 982-3200
  --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           Carol Hempfling Pratt, Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  --------------------------------------------------------------------------------
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
  
  ====================================================================================
  <CAPTION>
                                                           Proposed
  Title of                               Proposed          Maximum
  Securities             Amount          Maximum           Aggregate      Amount of
    to be                to be         Offering Price      Offering       Registration
  Registered            Registered      Per Share (1)      Price (1)        Fee (1)
  ------------------------------------------------------------------------------------
  
  <S>                   <C>               <C>              <C>              <C>   
  Common Stock          199,412           $20.25           $4,038,093       $1,224
  (par value $.10)      shares
  ------------------------------------------------------------------------------------
  </TABLE>
  
       (1) 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 Abington Savings Bank, predecessor to the
  Registrant, on January 29, 1997, as reported on the Nasdaq Stock Market.
  
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are hereby incorporated by reference in this
  Registration Statement.
  
       (a) Annual Report on Form F-2 of Abington Savings Bank, predecessor to
  Abington Bancorp, Inc. (the "Company"), for the fiscal year ended December 31,
  1995 contained in the Company's Registration Statement on Form S-3 dated January
  31, 1997.
  
       (b) Quarterly Reports on Form F-4 of Abington Savings Bank, predecessor to
  the Company, for the quarters ended March 31, 1996, June 30, 1996 and September
  30, 1996 contained in the Company's Registration Statement on Form S-3 dated
  January 31, 1997.
  
       (c) The description of the Company's Common Stock contained in the
  Company's Form 8-A, including any amendment or report filed for the purpose of
  updating such description.
  
       All documents subsequently 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  
                                         -2-
  
  <PAGE>   3
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the By-Laws of the Company provides that Directors and
  officers of the Company shall be indemnified by the Company against all expenses
  incurred in connection with any proceedings as a result of serving or having
  served as an officer or employee of the Company, as a director, officer, or
  employee of 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  3.1  Articles of Organization of Abington Bancorp, Inc., incorporated herein by
       reference to Exhibit 3 to the Company's Form 8-A.
  
  3.2  By-laws of Abington Bancorp, Inc., incorporated herein by reference to
       Exhibit 4 to the Company's Form 8-A.
  
  4.1  Instruments defining the rights of security holders. See Exhibits 3.1 and
       3.2.
  
  5.1  Opinion of Foley, Hoag & Eliot LLP
  
  23.1 Consent of Arthur Anderson LLP
  
  23.2 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
  
  24.1 Power of Attorney (contained on the signature page)
  
  
  ITEM 9.  UNDERTAKINGS.
  
       1. 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 Section 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
  
                                         -3-
  
  <PAGE>   4
  
  
  
  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 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;
  
                 (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 Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
            (b) 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 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 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.
  
                                         -4-
  
  <PAGE>   5
  
  
  
                                     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 the Town of Abington, Massachusetts, on January 28, 1997.
  
                                         ABINGTON BANCORP, INC.
  
  
                                         By: /s/ James P. McDonough
                                             -------------------------------------
                                             James P. McDonough
                                             President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints James P. McDonough and Edward J. Merritt 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                       Date
  ---------                          -----                       ----
                                                              
  /s/ James P. McDonough             President, Chief            January 28, 1997
  --------------------------          Executive Officer       
  James P. McDonough                  and Director            
                                                              
                                                              
                                                              
  /s/ Edward J. Merritt              Treasurer                   January 28, 1997
  --------------------------          Chief Financial and     
  Edward J. Merritt                   Accounting Officer      
                                                              
                                                           
  
  
                                         -5-
  
  <PAGE>   6
  
  
  
  
  --------------------------         Director                    January   , 1997
  Robert J Armstrong
  
  
  --------------------------         Director                    January   , 1997
  Bruce G. Atwood
  
  
  /s/ William F. Borhek              Director                    January 28, 1997
  --------------------------
  William F. Borhek
  
  
  --------------------------         Director                    January   , 1997
  Ralph B. Carver, Jr.
  
  
  /s/ Joel S. Geller                 Director                    January 28, 1997
  --------------------------
  Joel S. Geller
  
  
  /s/ Rodney D. Henrikson            Director                    January 28, 1997
  --------------------------
  Rodney D. Henrikson
  
  
  /s/ A. Stanley Littlefield         Director                    January 28, 1997
  --------------------------
  A. Stanley Littlefield
  
  
  /s/ Jay Timothy Noonan             Director                    January 28, 1997
  --------------------------
  Jay Timothy Noonan
  
  
  /s/ Gordon N. Sanderson            Director                    January 28, 1997
  --------------------------
  Gordon N. Sanderson
  
  
  /s/ James J. Slattery              Director                    January 28, 1997
  --------------------------
  James J. Slattery
  
  
  /s/ Wayne P. Smith                 Director                    January 28, 1997
  --------------------------
  Wayne P. Smith
  
  
                                         -6-
  
  <PAGE>   7
  
  
  
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit
   No.         Description
  -------      -----------
  
  3.1        Articles of Organization of Abington Bancorp, Inc., incorporated
             herein by reference to Exhibit 3 to the Registration Statement on
             Form 8-A of the Company dated December 31, 1996.
  
  3.2        By-laws of Abington Bancorp, Inc., incorporated herein by reference
             to Exhibit 4 to the Registration Statement on Form 8-A of the Company
             dated December 31, 1996.
  
  4.1        Instruments defining the rights of security holders. See 
             Exhibits 3.1 and 3.2.
  
  5.1        Opinion of Foley, Hoag & Eliot LLP
  
  23.1       Consent of Arthur Anderson LLP
  
  23.2       Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
  
  24.1       Power of Attorney (contained on the signature page)
  
  
  
                                         -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ABINGTON BANCORP, INC.", "secsgml_size_bytes": 15856}]
metadata_filer: {"company-data": {"conformed-name": "ABINGTON BANCORP INC", "cik": "0000812146", "assigned-sic": "6022", "irs-number": "042970613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20961", "film-number": "97516626"}, "business-address": {"street1": "533 WASHINGTON ST", "city": "ABINGTON", "state": "MA", "zip": "02351", "phone": "6178780103"}}
text: 1
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               Abington Bancorp, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
         Massachusetts                                      04-3334127
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)
  
    538 Bedford Street, Abington Massachusetts                 02351
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
                               ABINGTON BANCORP, INC.
                  1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 James P. McDonough
                        President and Chief Executive Officer
                               Abington Bancorp, Inc.
                                 538 Bedford Street
                            Abington, Massachusetts 02351
                                   (617) 982-3200
  --------------------------------------------------------------------------------
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           Carol Hempfling Pratt, Esquire
                               Foley, Hoag & Eliot LLP
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  --------------------------------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  ====================================================================================
  Proposed
  Title of                               Proposed          Maximum
  Securities             Amount          Maximum           Aggregate      Amount of
    to be                to be         Offering Price      Offering       Registration
  Registered            Registered      Per Share (1)      Price (1)        Fee (1)
  ------------------------------------------------------------------------------------
  Common Stock          199,412           $20.25           $4,038,093       $1,224
  (par value $.10)      shares
  ------------------------------------------------------------------------------------
  (1) 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 Abington Savings Bank, predecessor to the
  Registrant, on January 29, 1997, as reported on the Nasdaq Stock Market.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are hereby incorporated by reference in this
  Registration Statement.
  
       (a) Annual Report on Form F-2 of Abington Savings Bank, predecessor to
  Abington Bancorp, Inc. (the "Company"), for the fiscal year ended December 31,
  1995 contained in the Company's Registration Statement on Form S-3 dated January
  31, 1997.
  
       (b) Quarterly Reports on Form F-4 of Abington Savings Bank, predecessor to
  the Company, for the quarters ended March 31, 1996, June 30, 1996 and September
  30, 1996 contained in the Company's Registration Statement on Form S-3 dated
  January 31, 1997.
  
       (c) The description of the Company's Common Stock contained in the
  Company's Form 8-A, including any amendment or report filed for the purpose of
  updating such description.
  
       All documents subsequently 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
                                         -2-
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article 6 of the By-Laws of the Company provides that Directors and
  officers of the Company shall be indemnified by the Company against all expenses
  incurred in connection with any proceedings as a result of serving or having
  served as an officer or employee of the Company, as a director, officer, or
  employee of 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  3.1  Articles of Organization of Abington Bancorp, Inc., incorporated herein by
       reference to Exhibit 3 to the Company's Form 8-A.
  
  3.2  By-laws of Abington Bancorp, Inc., incorporated herein by reference to
       Exhibit 4 to the Company's Form 8-A.
  
  4.1  Instruments defining the rights of security holders. See Exhibits 3.1 and
       3.2.
  
  5.1  Opinion of Foley, Hoag & Eliot LLP
  
  23.1 Consent of Arthur Anderson LLP
  
  23.2 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
  
  24.1 Power of Attorney (contained on the signature page)
  
  ITEM 9.  UNDERTAKINGS.
  
       1. 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 Section 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
  
                                         -3-
  4
  
  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 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;
  
                 (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 Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
            (b) 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 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 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.
  
                                         -4-
  5
  
                                     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 the Town of Abington, Massachusetts, on January 28, 1997.
  
                                         ABINGTON BANCORP, INC.
  
                                         By: /s/ James P. McDonough
                                             -------------------------------------
                                             James P. McDonough
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints James P. McDonough and Edward J. Merritt 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                       Date
  ---------                          -----                       ----
                                                              
  /s/ James P. McDonough             President, Chief            January 28, 1997
  --------------------------          Executive Officer       
  James P. McDonough                  and Director            
                                                              
                                                              
                                                              
  /s/ Edward J. Merritt              Treasurer                   January 28, 1997
  --------------------------          Chief Financial and     
  Edward J. Merritt                   Accounting Officer      
                                                              
                                                           
  
                                         -5-
  6
  
  --------------------------         Director                    January   , 1997
  Robert J Armstrong
  
  --------------------------         Director                    January   , 1997
  Bruce G. Atwood
  
  /s/ William F. Borhek              Director                    January 28, 1997
  --------------------------
  William F. Borhek
  
  --------------------------         Director                    January   , 1997
  Ralph B. Carver, Jr.
  
  /s/ Joel S. Geller                 Director                    January 28, 1997
  --------------------------
  Joel S. Geller
  
  /s/ Rodney D. Henrikson            Director                    January 28, 1997
  --------------------------
  Rodney D. Henrikson
  
  /s/ A. Stanley Littlefield         Director                    January 28, 1997
  --------------------------
  A. Stanley Littlefield
  
  /s/ Jay Timothy Noonan             Director                    January 28, 1997
  --------------------------
  Jay Timothy Noonan
  
  /s/ Gordon N. Sanderson            Director                    January 28, 1997
  --------------------------
  Gordon N. Sanderson
  
  /s/ James J. Slattery              Director                    January 28, 1997
  --------------------------
  James J. Slattery
  
  /s/ Wayne P. Smith                 Director                    January 28, 1997
  --------------------------
  Wayne P. Smith
  
                                         -6-
  7
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
   No.         Description
  -------      -----------
  
  3.1        Articles of Organization of Abington Bancorp, Inc., incorporated
             herein by reference to Exhibit 3 to the Registration Statement on
             Form 8-A of the Company dated December 31, 1996.
  
  3.2        By-laws of Abington Bancorp, Inc., incorporated herein by reference
             to Exhibit 4 to the Registration Statement on Form 8-A of the Company
             dated December 31, 1996.
  
  4.1        Instruments defining the rights of security holders. See 
             Exhibits 3.1 and 3.2.
  
  5.1        Opinion of Foley, Hoag & Eliot LLP
  
  23.1       Consent of Arthur Anderson LLP
  
  23.2       Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
  
  24.1       Power of Attorney (contained on the signature page)
  
                                         -7-