Registration No. 333-______

    As filed with the Securities and Exchange Commission on October 25, 2006

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                         United Financial Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         United States                                     83-0395247
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                 95 Elm Street
                     West Springfield, Massachusetts 01089
                    (Address of Principal Executive Offices)


         United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

        Richard B. Collins                       Robert B. Pomerenk, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
   United Financial Bancorp, Inc.           5335 Wisconsin Ave., N.W., Suite 400
          95 Elm Street                           Washington, D.C.  20015
     West Springfield, MA 01089                        (202) 274-2000
         (413) 787-1700
    (Name, Address and Telephone
    Number of Agent for Service)
<PAGE>
                                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                    <C>                      <C>
Common stock, par value
$0.01 per share                288,000 (2)           $ 13.46(7)             $3,876,480                $415
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 49,237 (3)           $ 13.46(7)              $662,730                  $71
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                735,500 (4)           $ 12.85(6)             $9,451,175               $1,011
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                107,593 (5)           $ 13.46(7)             $1,448,202                $155
--------------------------------------------------------------------------------------------------------------------

TOTALS                          1,180,330                                   $15,438,587              $1,652
--------------------------------------------------------------------------------------------------------------------
</TABLE>
_______________________

(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the United Financial  Bancorp,  Inc. 2006  Stock-Based  Incentive Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common stock of United  Financial
     Bancorp, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common stock  currently  reserved for
     issuance for options  granted  pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).

                           -------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.





                                       2
<PAGE>
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-51369),  filed with the Commission on
March 30, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on June 22, 2005
(Commission File No. 000-51369).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.




                                       3
<PAGE>
Item 6.  Indemnification of Directors and Officers

     Article XII of the Company's bylaws provides for the indemnification of the
Company's directors, officers and employees, as follows:

     Section  1.      Definitions and Rules of Construction. (A) The following
definitions apply for purposes of this Article XII:

     (1)      Action.  The term "action" means any judicial or administrative
proceeding,  or threatened  proceeding,  whether  civil,  criminal or otherwise,
including any appeal or other proceeding for review.

     (ii)     Court.   The term "court" includes, without limitation, any court
to which or in which any appeal or any proceeding for review is brought.

     (iii)    Final judgment. The term "final judgment" means a judgment, decree
or order that is not appealable or as to which the period for appeal has expired
with no appeal taken.

     (iv)     Settlement.  The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.

     (B)      References in this Article XII to any individual or other person,
including any subsidiary holding company,  shall include legal  representatives,
successors and assigns thereof.

     Section 2.       Indemnification.  Subject to Sections 3 and 7 of this
Article XII, the subsidiary  holding  company shall indemnify any person against
whom an  action  is  brought  or  threatened  because  that  person  is or was a
director, officer or employee of the subsidiary holding company for:

     (A)      any amount for which that person becomes liable under a judgment
in such action; and

     (B)      reasonable costs and expenses, including reasonable attorney's
fees,  actually  paid or incurred by that person in defending  or settling  such
action,  or in  enforcing  his or her rights under this Article XII if he or she
attains a favorable judgment in such enforcement action.

     Section 3.        Requirements for Indemnification.  Indemnification shall
be made to such person under Section 2 of this Article XII only if:

     (A)      final judgment on the merits is in his or her favor; or

     (B)      in case of:

              (i)   settlement;

              (ii)  final judgment against him or her; or

              (iii) final judgment in his or her favor, other than on the
                    merits, if a majority of the disinterested directors of  the
                    subsidiary holding company determines that he or she was
                    acting in good faith within the scope of his or her
                    employment or authority as he or she could have reasonably
                    perceived it under the circumstances and for a purpose he or
                    she could reasonably have believed under the circumstances
                    was in the best interests of the subsidiary holding
                    company or its shareholders.

However, no indemnification  shall be made unless the subsidiary holding company
gives the OTS at least  sixty  (60) days  notice of its  intention  to make such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement and any  disposition of the matter by a court.  Such
notice,  a copy thereof and a certified  copy of the  resolution  containing the
required  determination  by the Board shall be sent to the Regional  Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification  shall be made if the
OTS  advises  the  subsidiary  holding  company in  writing,  within such notice
period, of his or her objection thereto.


                                       4
<PAGE>
      Section 4.       Insurance.  The subsidiary holding company may obtain
insurance to protect it and its directors, officers and employees from potential
losses  arising from claims  against any of them for alleged  wrongful  acts, or
wrongful acts committed in their  capacity as directors,  officers or employees.
However,  the subsidiary  holding company may not obtain insurance that provides
for  payment of losses of any person  incurred  as a  consequence  of his or her
willful or criminal misconduct.

     Section 5.        Payment of expenses.  If a majority of the directors of
the subsidiary  holding company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under this Article XII,
the directors may authorize payment of reasonable costs and expenses,  including
reasonable  attorneys'  fees,  arising  from the defense or  settlement  of such
action.  Nothing in this Section 5 shall prevent the directors of the subsidiary
holding  company from imposing such  conditions on a payment of expenses as they
deem warranted and in the interests of the subsidiary  holding  company.  Before
making advance payment of expenses under this Section 5, the subsidiary  holding
company shall obtain an agreement  that the subsidiary  holding  company will be
repaid if the person on whose behalf payment is made is later  determined not to
be entitled to such indemnification.

     Section 6.        Exclusiveness of provisions.  The subsidiary holding
company shall not indemnify any person referred to in Section 2 of this Article
XII or obtain insurance referred to in Section 4 of this Article XII other than
in accordance with this Article XII.

     Section 7.        Statutory  Limitation.   The indemnification  provided
for in Section 2 of this Article XII is subject to and qualified by
12 U.S.C. ss.1821(k).

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>
Regulation S-K                                                          Reference to Prior Filing or
Exhibit Number                      Document                            Exhibit No. Attached Hereto
--------------     -------------------------------------                ----------------------------
      <S>          <C>                                                  <C>
      4            Form of Common Stock Certificate                     *

      5            Opinion of Luse Gorman Pomerenk & Schick, P.C        Attached as Exhibit 5

      10           United Financial Bancorp, Inc. 2006 Stock-Based
                   Incentive Plan                                       **

      23.1         Consent of Luse Gorman Pomerenk & Schick, P.C.       Contained in Exhibit 5

      23.2         Consent of Grant Thornton LLP                        Attached as Exhibit 23.2

      24           Power of Attorney                                    Contained on Signature Page
</TABLE>
----------------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-123371) originally filed by the Company
     under the  Securities  Act of 1933,  with the Commission on March 16, 2005,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51369),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 12, 2006.

                                       5
<PAGE>
Item 9.  Undertakings

     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 to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

     2.      That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3.      To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

     4.      That, for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to  Section  13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  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; and

     5.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                       6
<PAGE>

                                   SIGNATURES

     The 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City  of  West  Springfield,
Commonwealth of Massachusetts, on this 19th day of October, 2006.


                                               UNITED FINANCIAL BANCORP, INC.


                                      By:      /s/ Richard B. Collins
                                               ---------------------------------
                                               Richard B. Collins, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of United  Financial  Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard B. Collins,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Richard B.  Collins  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock  options  to be granted  under the United  Financial  Bancorp,  Inc.  2006
Stock-Based  Incentive Plan, including  specifically,  but not limited to, power
and authority to sign for us in our names in the capacities  indicated below the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  approve,  ratify and confirm all that said
Richard B. Collins shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signatures                                  Title                                       Date
----------                                  -----                                       ----

<S>                                 <C>                                                 <C>
/s/ Richard B. Collins              President and Chief Executive Officer               October 19, 2006
----------------------              (Principal Executive and Financial Officer)
Richard B. Collins



/s/ Mark A. Roberts                 Executive Vice President                            October 19, 2006
-------------------                 and Chief Financial Officer,
Mark A. Roberts                     (Principal Accounting Officer)




/s/ Robert W. Bozenhard, Jr.        Chairman of the Board                               October 19, 2006
----------------------------
Robert W. Bozenhard, Jr.




/s/ Michael F. Crowley              Director                                            October 19, 2006
----------------------
Michael F. Crowley



<PAGE>
/s/ Carol Moore Cutting             Director                                            October 19, 2006
-----------------------
Carol Moore Cutting




/s/ Carol A. Leary                  Director                                            October 19, 2006
------------------
Carol A. Leary




/s/ G. Todd Marchant                Director                                            October 19, 2006
--------------------
G. Todd Marchant




/s/ Kevin E. Ross                   Director                                            October 19, 2006
-----------------
Kevin E. Ross




----------------------              Director                                            October 19, 2006
Robert A. Stewart, Jr.



/s/ Thomas H. Themistos             Director                                            October 19, 2006
-----------------------
Thomas H. Themistos




/s/ Michael F. Werenski             Director                                            October 19, 2006
-----------------------
Michael F. Werenski
</TABLE>




<PAGE>
                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

         4                 Form of Common Stock  Certificate  (incorporated by
                           reference to Exhibit 4 to the Registration  Statement
                           on  Form  S-1  (Commission  File  No.  333-123371),
                           originally filed by the Company under the  Securities
                           Act of 1933 with the  Commission  on March 16,  2005,
                           and all amendments or  reports filed for the  purpose
                           of updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                United  Financial  Bancorp,  Inc. 2006  Stock-Based
                           Incentive Plan (incorporated by reference to Appendix
                           B to  the  proxy  statement for  the  Company's 2006
                           Annual  Meeting  of  Stockholders  (Commission  File
                           No. 000-51369),  filed  by  the  Company  under  the
                           Securities  and  Exchange  Act  of  1934,  on
                           June 12, 2006).

         23.1              Consent of Luse Gorman Pomerenk & Schick, P.C.
                           (contained in the opinion included as Exhibit 5).

         23.2              Consent of Grant Thornton LLP

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8_102406.txt", "secsgml_size_bytes": 24650}]
{"company-data": {"conformed-name": "United Financial Bancorp Inc", "cik": "0001319572", "assigned-sic": "6035", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138197", "film-number": "061162879"}, "business-address": {"street1": "95 ELM STREET", "city": "WEST SPRINGFIELD", "state": "MA", "zip": "01089", "phone": "(413) 787-1700"}, "mail-address": {"street1": "95 ELM STREET", "city": "WEST SPRINGFIELD", "state": "MA", "zip": "01089"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on October 25, 2006

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         United Financial Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         United States                                     83-0395247
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                 95 Elm Street
                     West Springfield, Massachusetts 01089
                    (Address of Principal Executive Offices)

         United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

        Richard B. Collins                       Robert B. Pomerenk, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
   United Financial Bancorp, Inc.           5335 Wisconsin Ave., N.W., Suite 400
          95 Elm Street                           Washington, D.C.  20015
     West Springfield, MA 01089                        (202) 274-2000
         (413) 787-1700
    (Name, Address and Telephone
    Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                288,000 (2)           $ 13.46(7)             $3,876,480                $415
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 49,237 (3)           $ 13.46(7)              $662,730                  $71
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                735,500 (4)           $ 12.85(6)             $9,451,175               $1,011
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                107,593 (5)           $ 13.46(7)             $1,448,202                $155
--------------------------------------------------------------------------------------------------------------------

TOTALS                          1,180,330                                   $15,438,587              $1,652
--------------------------------------------------------------------------------------------------------------------
_______________________

(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the United Financial  Bancorp,  Inc. 2006  Stock-Based  Incentive Plan (the
     "Stock  Benefit  Plan") as a result of a stock  split,  stock  dividend  or
     similar  adjustment  of the  outstanding  common stock of United  Financial
     Bancorp, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common stock  currently  reserved for
     issuance for options  granted  pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).

                           -------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-51369),  filed with the Commission on
March 30, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on June 22, 2005
(Commission File No. 000-51369).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  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 and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

                                       3
Item 6.  Indemnification of Directors and Officers

     Article XII of the Company's bylaws provides for the indemnification of the
Company's directors, officers and employees, as follows:

     Section  1.      Definitions and Rules of Construction. (A) The following
definitions apply for purposes of this Article XII:

     (1)      Action.  The term "action" means any judicial or administrative
proceeding,  or threatened  proceeding,  whether  civil,  criminal or otherwise,
including any appeal or other proceeding for review.

     (ii)     Court.   The term "court" includes, without limitation, any court
to which or in which any appeal or any proceeding for review is brought.

     (iii)    Final judgment. The term "final judgment" means a judgment, decree
or order that is not appealable or as to which the period for appeal has expired
with no appeal taken.

     (iv)     Settlement.  The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.

     (B)      References in this Article XII to any individual or other person,
including any subsidiary holding company,  shall include legal  representatives,
successors and assigns thereof.

     Section 2.       Indemnification.  Subject to Sections 3 and 7 of this
Article XII, the subsidiary  holding  company shall indemnify any person against
whom an  action  is  brought  or  threatened  because  that  person  is or was a
director, officer or employee of the subsidiary holding company for:

     (A)      any amount for which that person becomes liable under a judgment
in such action; and

     (B)      reasonable costs and expenses, including reasonable attorney's
fees,  actually  paid or incurred by that person in defending  or settling  such
action,  or in  enforcing  his or her rights under this Article XII if he or she
attains a favorable judgment in such enforcement action.

     Section 3.        Requirements for Indemnification.  Indemnification shall
be made to such person under Section 2 of this Article XII only if:

     (A)      final judgment on the merits is in his or her favor; or

     (B)      in case of:

              (i)   settlement;

              (ii)  final judgment against him or her; or

              (iii) final judgment in his or her favor, other than on the
                    merits, if a majority of the disinterested directors of  the
                    subsidiary holding company determines that he or she was
                    acting in good faith within the scope of his or her
                    employment or authority as he or she could have reasonably
                    perceived it under the circumstances and for a purpose he or
                    she could reasonably have believed under the circumstances
                    was in the best interests of the subsidiary holding
                    company or its shareholders.

However, no indemnification  shall be made unless the subsidiary holding company
gives the OTS at least  sixty  (60) days  notice of its  intention  to make such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement and any  disposition of the matter by a court.  Such
notice,  a copy thereof and a certified  copy of the  resolution  containing the
required  determination  by the Board shall be sent to the Regional  Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification  shall be made if the
OTS  advises  the  subsidiary  holding  company in  writing,  within such notice
period, of his or her objection thereto.

                                       4
Section 4.       Insurance.  The subsidiary holding company may obtain
insurance to protect it and its directors, officers and employees from potential
losses  arising from claims  against any of them for alleged  wrongful  acts, or
wrongful acts committed in their  capacity as directors,  officers or employees.
However,  the subsidiary  holding company may not obtain insurance that provides
for  payment of losses of any person  incurred  as a  consequence  of his or her
willful or criminal misconduct.

     Section 5.        Payment of expenses.  If a majority of the directors of
the subsidiary  holding company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under this Article XII,
the directors may authorize payment of reasonable costs and expenses,  including
reasonable  attorneys'  fees,  arising  from the defense or  settlement  of such
action.  Nothing in this Section 5 shall prevent the directors of the subsidiary
holding  company from imposing such  conditions on a payment of expenses as they
deem warranted and in the interests of the subsidiary  holding  company.  Before
making advance payment of expenses under this Section 5, the subsidiary  holding
company shall obtain an agreement  that the subsidiary  holding  company will be
repaid if the person on whose behalf payment is made is later  determined not to
be entitled to such indemnification.

     Section 6.        Exclusiveness of provisions.  The subsidiary holding
company shall not indemnify any person referred to in Section 2 of this Article
XII or obtain insurance referred to in Section 4 of this Article XII other than
in accordance with this Article XII.

     Section 7.        Statutory  Limitation.   The indemnification  provided
for in Section 2 of this Article XII is subject to and qualified by
12 U.S.C. ss.1821(k).

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                          Reference to Prior Filing or
Exhibit Number                      Document                            Exhibit No. Attached Hereto
--------------     -------------------------------------                ----------------------------
4            Form of Common Stock Certificate                     *

      5            Opinion of Luse Gorman Pomerenk & Schick, P.C        Attached as Exhibit 5

      10           United Financial Bancorp, Inc. 2006 Stock-Based
                   Incentive Plan                                       **

      23.1         Consent of Luse Gorman Pomerenk & Schick, P.C.       Contained in Exhibit 5

      23.2         Consent of Grant Thornton LLP                        Attached as Exhibit 23.2

      24           Power of Attorney                                    Contained on Signature Page
----------------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-123371) originally filed by the Company
     under the  Securities  Act of 1933,  with the Commission on March 16, 2005,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51369),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 12, 2006.

                                       5
Item 9.  Undertakings

     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 to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

     2.      That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3.      To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

     4.      That, for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to  Section  13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  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; and

     5.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

     The 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City  of  West  Springfield,
Commonwealth of Massachusetts, on this 19th day of October, 2006.

                                               UNITED FINANCIAL BANCORP, INC.

                                      By:      /s/ Richard B. Collins
                                               ---------------------------------
                                               Richard B. Collins, President and
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of United  Financial  Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard B. Collins,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Richard B.  Collins  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock  options  to be granted  under the United  Financial  Bancorp,  Inc.  2006
Stock-Based  Incentive Plan, including  specifically,  but not limited to, power
and authority to sign for us in our names in the capacities  indicated below the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby  approve,  ratify and confirm all that said
Richard B. Collins shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
----------                                  -----                                       ----
/s/ Richard B. Collins              President and Chief Executive Officer               October 19, 2006
----------------------              (Principal Executive and Financial Officer)
Richard B. Collins

/s/ Mark A. Roberts                 Executive Vice President                            October 19, 2006
-------------------                 and Chief Financial Officer,
Mark A. Roberts                     (Principal Accounting Officer)

/s/ Robert W. Bozenhard, Jr.        Chairman of the Board                               October 19, 2006
----------------------------
Robert W. Bozenhard, Jr.

/s/ Michael F. Crowley              Director                                            October 19, 2006
----------------------
Michael F. Crowley
/s/ Carol Moore Cutting             Director                                            October 19, 2006
-----------------------
Carol Moore Cutting

/s/ Carol A. Leary                  Director                                            October 19, 2006
------------------
Carol A. Leary

/s/ G. Todd Marchant                Director                                            October 19, 2006
--------------------
G. Todd Marchant

/s/ Kevin E. Ross                   Director                                            October 19, 2006
-----------------
Kevin E. Ross

----------------------              Director                                            October 19, 2006
Robert A. Stewart, Jr.

/s/ Thomas H. Themistos             Director                                            October 19, 2006
-----------------------
Thomas H. Themistos

/s/ Michael F. Werenski             Director                                            October 19, 2006
-----------------------
Michael F. Werenski
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

         4                 Form of Common Stock  Certificate  (incorporated by
                           reference to Exhibit 4 to the Registration  Statement
                           on  Form  S-1  (Commission  File  No.  333-123371),
                           originally filed by the Company under the  Securities
                           Act of 1933 with the  Commission  on March 16,  2005,
                           and all amendments or  reports filed for the  purpose
                           of updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                United  Financial  Bancorp,  Inc. 2006  Stock-Based
                           Incentive Plan (incorporated by reference to Appendix
                           B to  the  proxy  statement for  the  Company's 2006
                           Annual  Meeting  of  Stockholders  (Commission  File
                           No. 000-51369),  filed  by  the  Company  under  the
                           Securities  and  Exchange  Act  of  1934,  on
                           June 12, 2006).

         23.1              Consent of Luse Gorman Pomerenk & Schick, P.C.
                           (contained in the opinion included as Exhibit 5).

         23.2              Consent of Grant Thornton LLP

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).