Registration No. 333-_____      As filed with the Commission on January 12, 2001



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


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

                                  Massachusetts
         (State or other Jurisdiction of Incorporation or Organization)

                                   04-3430806
                       (IRS Employer Identification No.)

                                 81 Main Street
                           Medway, Massachusetts 02053
              (Address of Principal Executive Offices and Zip Code)

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


                  Service Bancorp, Inc. 1999 Stock Option Plan
            Service Bancorp, Inc. 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

             Copies to:
          Pamela J. Mozynski                       Ned Quint, Esquire
 President and Chief Executive Officer    Luse Lehman Gorman Pomerenk & Schick
         Service Bancorp, Inc.                 A Professional Corporation
            81 Main Street                    5335 Wisconsin Ave., NW, #400
Medway, Massachusetts 02053                      Washington, D.C.  20015
            (508) 533-3100                           (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

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


         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|



<PAGE>





                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


Title of Securities       Amount to be          Proposed              Proposed            Amount of
  to be Registered       Registered (1)         Maximum                Maximum         Registration Fee
                                           Offering Price Per    Aggregate Offering
                                                 Share                  Price
<S>                    <C>                      <C>                    <C>                   <C>
   Common Stock,
   par value $.01      63,387 shares (2)        $7.50(3)               $475,403              $119
     per share
   Common Stock,
   par value $.01      17,107 shares (4)        $6.75(3)               $115,472               $29
     per share
   Common Stock,
   par value $.01      40,247 shares (5)        $6.75(6)               $271,667               $68
     per share         -----------------                               --------              ----
       Total           120,741 shares                                  $862,543              $216
                       =================                               ========              ====
</TABLE>

-------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Service Bancorp, Inc. 1999 Stock Option Plan (the "Stock Option Plan"),
     and the Service Bancorp, Inc. 1999 Recognition and Retention Plan (the
     "Recognition and Retention Plan") as the result of a stock split, stock
     dividend or similar adjustment of the outstanding Common Stock of Service
     Bancorp, Inc. pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.ss.230.457
     (h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5) Represents the maximum number of shares which can be granted pursuant to the
    Recognition and Retention Plan.
(5) Represents the number of shares available for grant pursuant to the
    Recognition  and Retention  Plan.
(6) Determined by reference to the fair market value of the common stock on
    January 8, 2001, pursuant to 17 C.F.R.ss.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 Part I of Form
S-8 have been or will be sent or given to  participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively,  the "Plans") 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 by Service
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)      the Company's Annual Report on Form 10-KSB for the year ended June 30,
         2000 (Commission File No. 0-24935) filed pursuant to Rule 13a-1 of the
         Securities 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 referred to above;

(c)      the Company's definitive Proxy Statement for its Annual Meeting of
         Stockholders held on October 24, 2000;

(d)      the  description of the common stock,  par value $.01 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (Commission File No. 333-56851) originally filed with the Commission on
         June 15, 1998 and all  amendments  or reports  filed for the purpose of
         updating such description.

         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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Pamela
J. Mozynski,  President and Chief Executive Officer,  Service Bancorp,  Inc., 81
Main Street, Medway, Massachusetts 02053, telephone number (508) 533-3100.

         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.






                                        3

<PAGE>



Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         The Articles of  Organization of the Company provide that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized  by  Massachusetts  law  against  all  expenses,  liability  and loss
reasonably incurred or suffered by such person in connection with his activities
as a director or officer or as a director or officer of another company,  if the
director  or  officer  held  such  position  at  the  request  of  the  Company.
Massachusetts  law requires that such director,  officer,  employee or agent, in
order  to be  indemnified,  must  have  acted  in  good  faith  and in a  manner
reasonably  believed to be not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding,  either had reasonable  cause
to believe such conduct was lawful or did not have  reasonable  cause to believe
his conduct was unlawful.

         The Articles of Organization  and  Massachusetts  law also provide that
the Company may maintain  insurance,  at its expense,  to protect itself and any
director,  officer,  employee  or agent of the  Company or another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person  against such  expense,  liability or loss under  Massachusetts  law. The
Company intends to obtain such insurance.

         Finally,  the Articles of Organization  provide that no director of the
Company  shall be  personally  liable to the  Company  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director  notwithstanding any
provision  of law  imposing  such  liability,  provided  that  the  Articles  of
Organization  do not  eliminate  or limit any  liability  of a director  (i) for
breach of such  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law, (iii) with respect to any transaction
from which the director derived an improper personal benefit, (iv) for voting to
approve the loan of Company assets to Company officers or directors, unless such
loan could  reasonably be expected to benefit the Company,  or (v) for voting to
authorize a distribution to stockholders or a repurchase or redemption of common
stock if such  distribution,  repurchase or redemption  violates the Articles of
Organization or renders the Company insolvent.

Item 7.  Exemption from Registration Claimed

         Not applicable.


                                        4

<PAGE>




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

   10.1              Service Bancorp, Inc. 1999 Stock Option Plan                             **

    10.2             Service Bancorp, Inc. 1999 Recognition and Retention Plan                **

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

   23.2              Consent of Wolf & Company, P.C.                               Attached as Exhibit 23.2

    24               Power of Attorney                                            Contained on Signature Page

</TABLE>


**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  October 26, 1999 annual meeting of  stockholders,  filed with
     the  Commission  on September  22, 1999,  which is  incorporated  herein by
     reference.



                                        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 Stock Option Plan and the Recognition and Retention 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 this 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>






                                  EXHIBIT INDEX


Exhibit Number                   Description


  5                       Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                          Professional  Corporation  as to the  legality of the
                          Common Stock registered hereby.

  23.1                    Consent of Luse Lehman Gorman Pomerenk & Schick,
                          A Professional Corporation (contained in the opinion
                          included as Exhibit 5)

  23.2                    Consent of Wolf & Company, P.C.





                                        7

<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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Medway,  Commonwealth of Massachusetts,  on this
12th day of January, 2001.

                                          Service Bancorp, Inc.

                                          By:      /s/ Pamela J. Mozynski
                                                 -------------------------
                                          Pamela J. Mozynski
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Service  Bancorp,  Inc.
(the "Company")  hereby  severally  constitute and appoint Pamela J. Mozynski as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated below which said Pamela J. Mozynski 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 statement on Form S-8, 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 Pamela J. Mozynski  shall do or cause
to be done by virtue thereof.

         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 date indicated.


Signatures                        Title                       Date



/s/ Pamela J. Mozynski            President, Chief            January 12, 2001
---------------------------
Pamela J. Mozynski                Executive Officer
                                  and Director
                                  (Principal Executive
                                  Officer)

/s/ Warren W. Chase, Jr.          Vice President and          January 12, 2001
---------------------------       Treasurer
Warren W. Chase, Jr.              (Principal Financial
                                  and Accounting Officer)


/s/ William L. Casey              Chairman of the Board       January 12, 2001
---------------------------
William L. Casey









<PAGE>




/s/ James W. Murphy               Director and Secretary      January 12, 2001
---------------------------
James W. Murphy



/s/ Richard Giusti                Director                   January 12, 2001
---------------------------
Richard Giusti




/s/ John Hasenjaeger              Director                   January 12, 2001
---------------------------
John Hasenjaeger




/s/ Robert J. Heavey              Director                   January 12, 2001
---------------------------
Robert J. Heavey




/s/ Thomas R. Howie               Director                   January 12 , 2001
---------------------------
Thomas R. Howie




/s/ Kenneth C.A. Isaacs           Director                   January 12, 2001
---------------------------
Kenneth C.A. Isaacs




/s/ Paul V. Kenney                Director                   January 12, 2001
---------------------------
Paul V. Kenney



                                  Director
---------------------------
Eugene R. Liscombe




/s/ Robert A. Matson              Director                   January 12, 2001
---------------------------
Robert A. Matson






<PAGE>



/s/ James W. Murphy               Director                   January 12, 2001
---------------------------
James W. Murphy




/s/ Lawrence E. Novick            Director                   January 12, 2001
---------------------------
Lawrence E. Novick




/s/ Eugene G. Stone               Director                   January 12, 2001
---------------------------
Eugene G. Stone




/s/ Kelly A. Verdolino            Director                   January 12, 2001
---------------------------
Kelly A. Verdolino





<PAGE>




                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.





<PAGE>



           [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




January 11, 2001                                                  (202) 274-2000

Board of Directors
Service Bancorp, Inc.
81 Main Street
Medway, Massachusetts 02053

                            Re: Service Bancorp, Inc.
                                Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the issuance of Service  Bancorp,  Inc. (the  "Company")  common
stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the Service
Bancorp,  Inc.  1999 Stock Option Plan (the "Stock Option Plan") and the Service
Bancorp,  Inc.  1999  Recognition  and  Retention  Plan.  We have  reviewed  the
Company's  Articles of  Organization,  Registration  Statement  on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock,  when issued
         in  connection  with the  exercise of options  granted  pursuant to the
         Stock   Option   Plan,   will  be  legally   issued,   fully  paid  and
         non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                               Very truly yours,

                                               /s/ LUSE LEHMAN GORMAN POMERENK &
                                                   SCHICK

                                               LUSE LEHMAN GORMAN POMERENK &
                                               SCHICK
                                               A Professional Corporation



<PAGE>



                                  EXHIBIT 23.2

                         CONSENT OF WOLF & COMPANY, P.C.




<PAGE>


We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Service Bancorp,  Inc., of our report dated July 28, 2000, appearing
in the Annual Report on Form 10-KSB of Service Bancorp,  Inc. for the year ended
June 30, 2000.


/s/ Wolf & Company, P.C.


Boston, Massachusetts
January 9, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "SERVICE BANCORP. S-8", "secsgml_size_bytes": 23865}]
{"company-data": {"conformed-name": "SERVICE BANCORP INC", "cik": "0001063939", "assigned-sic": "6022", "irs-number": "000000000", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53680", "film-number": "1508261"}, "business-address": {"street1": "81 MAIN STREET", "city": "MEDWAY", "state": "MA", "zip": "02053"}, "mail-address": {"street1": "81 MAIN STREET", "city": "MEDWAY", "state": "MA", "zip": "02053"}}
Registration No. 333-_____      As filed with the Commission on January 12, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                                  Massachusetts
         (State or other Jurisdiction of Incorporation or Organization)

                                   04-3430806
                       (IRS Employer Identification No.)

                                 81 Main Street
                           Medway, Massachusetts 02053
              (Address of Principal Executive Offices and Zip Code)

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

                  Service Bancorp, Inc. 1999 Stock Option Plan
            Service Bancorp, Inc. 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

             Copies to:
          Pamela J. Mozynski                       Ned Quint, Esquire
 President and Chief Executive Officer    Luse Lehman Gorman Pomerenk & Schick
         Service Bancorp, Inc.                 A Professional Corporation
            81 Main Street                    5335 Wisconsin Ave., NW, #400
Medway, Massachusetts 02053                      Washington, D.C.  20015
            (508) 533-3100                           (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

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

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to be          Proposed              Proposed            Amount of
  to be Registered       Registered (1)         Maximum                Maximum         Registration Fee
                                           Offering Price Per    Aggregate Offering
                                                 Share                  Price
Common Stock,
   par value $.01      63,387 shares (2)        $7.50(3)               $475,403              $119
     per share
   Common Stock,
   par value $.01      17,107 shares (4)        $6.75(3)               $115,472               $29
     per share
   Common Stock,
   par value $.01      40,247 shares (5)        $6.75(6)               $271,667               $68
     per share         -----------------                               --------              ----
       Total           120,741 shares                                  $862,543              $216
                       =================                               ========              ====
-------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Service Bancorp, Inc. 1999 Stock Option Plan (the "Stock Option Plan"),
     and the Service Bancorp, Inc. 1999 Recognition and Retention Plan (the
     "Recognition and Retention Plan") as the result of a stock split, stock
     dividend or similar adjustment of the outstanding Common Stock of Service
     Bancorp, Inc. pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.ss.230.457
     (h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5) Represents the maximum number of shares which can be granted pursuant to the
    Recognition and Retention Plan.
(5) Represents the number of shares available for grant pursuant to the
    Recognition  and Retention  Plan.
(6) Determined by reference to the fair market value of the common stock on
    January 8, 2001, pursuant to 17 C.F.R.ss.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 Part I of Form
S-8 have been or will be sent or given to  participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively,  the "Plans") 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 by Service
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)      the Company's Annual Report on Form 10-KSB for the year ended June 30,
         2000 (Commission File No. 0-24935) filed pursuant to Rule 13a-1 of the
         Securities 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 referred to above;

(c)      the Company's definitive Proxy Statement for its Annual Meeting of
         Stockholders held on October 24, 2000;

(d)      the  description of the common stock,  par value $.01 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (Commission File No. 333-56851) originally filed with the Commission on
         June 15, 1998 and all  amendments  or reports  filed for the purpose of
         updating such description.

         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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Pamela
J. Mozynski,  President and Chief Executive Officer,  Service Bancorp,  Inc., 81
Main Street, Medway, Massachusetts 02053, telephone number (508) 533-3100.

         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.

                                        3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         The Articles of  Organization of the Company provide that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized  by  Massachusetts  law  against  all  expenses,  liability  and loss
reasonably incurred or suffered by such person in connection with his activities
as a director or officer or as a director or officer of another company,  if the
director  or  officer  held  such  position  at  the  request  of  the  Company.
Massachusetts  law requires that such director,  officer,  employee or agent, in
order  to be  indemnified,  must  have  acted  in  good  faith  and in a  manner
reasonably  believed to be not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding,  either had reasonable  cause
to believe such conduct was lawful or did not have  reasonable  cause to believe
his conduct was unlawful.

         The Articles of Organization  and  Massachusetts  law also provide that
the Company may maintain  insurance,  at its expense,  to protect itself and any
director,  officer,  employee  or agent of the  Company or another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person  against such  expense,  liability or loss under  Massachusetts  law. The
Company intends to obtain such insurance.

         Finally,  the Articles of Organization  provide that no director of the
Company  shall be  personally  liable to the  Company  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director  notwithstanding any
provision  of law  imposing  such  liability,  provided  that  the  Articles  of
Organization  do not  eliminate  or limit any  liability  of a director  (i) for
breach of such  director's  duty of loyalty to the Company or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law, (iii) with respect to any transaction
from which the director derived an improper personal benefit, (iv) for voting to
approve the loan of Company assets to Company officers or directors, unless such
loan could  reasonably be expected to benefit the Company,  or (v) for voting to
authorize a distribution to stockholders or a repurchase or redemption of common
stock if such  distribution,  repurchase or redemption  violates the Articles of
Organization or renders the Company insolvent.

Item 7.  Exemption from Registration Claimed

         Not applicable.

                                        4
Item 8.  List of Exhibits
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
--------------                      --------                                    ---------------------------
5               Opinion of Luse Lehman Gorman Pomerenk                          Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Service Bancorp, Inc. 1999 Stock Option Plan                             **

    10.2             Service Bancorp, Inc. 1999 Recognition and Retention Plan                **

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

   23.2              Consent of Wolf & Company, P.C.                               Attached as Exhibit 23.2

    24               Power of Attorney                                            Contained on Signature Page
**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's  October 26, 1999 annual meeting of  stockholders,  filed with
     the  Commission  on September  22, 1999,  which is  incorporated  herein by
     reference.

                                        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 Stock Option Plan and the Recognition and Retention 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 this 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
EXHIBIT INDEX

Exhibit Number                   Description

  5                       Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                          Professional  Corporation  as to the  legality of the
                          Common Stock registered hereby.

  23.1                    Consent of Luse Lehman Gorman Pomerenk & Schick,
                          A Professional Corporation (contained in the opinion
                          included as Exhibit 5)

  23.2                    Consent of Wolf & Company, P.C.

                                        7
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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Medway,  Commonwealth of Massachusetts,  on this
12th day of January, 2001.

                                          Service Bancorp, Inc.

                                          By:      /s/ Pamela J. Mozynski
                                                 -------------------------
                                          Pamela J. Mozynski
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Service  Bancorp,  Inc.
(the "Company")  hereby  severally  constitute and appoint Pamela J. Mozynski as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated below which said Pamela J. Mozynski 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 statement on Form S-8, 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 Pamela J. Mozynski  shall do or cause
to be done by virtue thereof.

         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 date indicated.

Signatures                        Title                       Date

/s/ Pamela J. Mozynski            President, Chief            January 12, 2001
---------------------------
Pamela J. Mozynski                Executive Officer
                                  and Director
                                  (Principal Executive
                                  Officer)

/s/ Warren W. Chase, Jr.          Vice President and          January 12, 2001
---------------------------       Treasurer
Warren W. Chase, Jr.              (Principal Financial
                                  and Accounting Officer)

/s/ William L. Casey              Chairman of the Board       January 12, 2001
---------------------------
William L. Casey
/s/ James W. Murphy               Director and Secretary      January 12, 2001
---------------------------
James W. Murphy

/s/ Richard Giusti                Director                   January 12, 2001
---------------------------
Richard Giusti

/s/ John Hasenjaeger              Director                   January 12, 2001
---------------------------
John Hasenjaeger

/s/ Robert J. Heavey              Director                   January 12, 2001
---------------------------
Robert J. Heavey

/s/ Thomas R. Howie               Director                   January 12 , 2001
---------------------------
Thomas R. Howie

/s/ Kenneth C.A. Isaacs           Director                   January 12, 2001
---------------------------
Kenneth C.A. Isaacs

/s/ Paul V. Kenney                Director                   January 12, 2001
---------------------------
Paul V. Kenney

                                  Director
---------------------------
Eugene R. Liscombe

/s/ Robert A. Matson              Director                   January 12, 2001
---------------------------
Robert A. Matson
/s/ James W. Murphy               Director                   January 12, 2001
---------------------------
James W. Murphy

/s/ Lawrence E. Novick            Director                   January 12, 2001
---------------------------
Lawrence E. Novick

/s/ Eugene G. Stone               Director                   January 12, 2001
---------------------------
Eugene G. Stone

/s/ Kelly A. Verdolino            Director                   January 12, 2001
---------------------------
Kelly A. Verdolino
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

January 11, 2001                                                  (202) 274-2000

Board of Directors
Service Bancorp, Inc.
81 Main Street
Medway, Massachusetts 02053

                            Re: Service Bancorp, Inc.
                                Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the issuance of Service  Bancorp,  Inc. (the  "Company")  common
stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the Service
Bancorp,  Inc.  1999 Stock Option Plan (the "Stock Option Plan") and the Service
Bancorp,  Inc.  1999  Recognition  and  Retention  Plan.  We have  reviewed  the
Company's  Articles of  Organization,  Registration  Statement  on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock,  when issued
         in  connection  with the  exercise of options  granted  pursuant to the
         Stock   Option   Plan,   will  be  legally   issued,   fully  paid  and
         non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                               Very truly yours,

                                               /s/ LUSE LEHMAN GORMAN POMERENK &
                                                   SCHICK

                                               LUSE LEHMAN GORMAN POMERENK &
                                               SCHICK
                                               A Professional Corporation
EXHIBIT 23.2

                         CONSENT OF WOLF & COMPANY, P.C.
We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Service Bancorp,  Inc., of our report dated July 28, 2000, appearing
in the Annual Report on Form 10-KSB of Service Bancorp,  Inc. for the year ended
June 30, 2000.

/s/ Wolf & Company, P.C.

Boston, Massachusetts
January 9, 2001