Registration No. 333-________

                                       As filed with the Securities and Exchange
                                                     Commission on June 24, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                         Granite State Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

    New Hampshire                                         02-0399222
State of Incorporation)                        (IRS Employer Identification No.)
                                 122 West Street
                           Keene, New Hampshire 03431
                    (Address of Principal Executive Offices)

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


   Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit Plan
                            (Full Title of the Plan)


                                   Copies to:
           Charles W. Smith                     John J. Gorman, Esquire
 Chairman and Chief Executive Officer          Edward A. Quint, Esquire
    Granite State Bankshares, Inc.       Luse Lehman Gorman Pomerenk & Schick
            122 West Street                   A Professional Corporation
      Keene, New Hampshire 03431            5335 Wisconsin Ave., N.W., #400
            (603) 352-1600                      Washington, D.C.  20015
                                                    (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>


<TABLE>
<CAPTION>


                                 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
-------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                  <C>                     <C>
value $.01 per share     474,250 shares(2)         $18.09 (3)           $  8,579,183            $2,385

                         46,500 shares (4)         $20.92 (5)           $    972,688            $  270

                         29,250 shares (6)         $21.75 (3)           $    636,188            $  177

Total:                   550,000 shares                                 $ 10,188,059            $2,832
                         ==============                                  ===========            ======

</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 Granite State Bankshares,  Inc. 1997 Long-Term  Incentive Stock Benefit
     Plan (the "Incentive Plan"), as the result of a stock split, stock dividend
     or similar  adjustment  of the  outstanding  Common  Stock  pursuant  to 17
     C.F.R.ss.230.416(a).

(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted under the Incentive Plan.

(3)  Determined by the exercise price of the options  pursuant to 17 C.F.R.  ss.
     230.457(h)(1).

(4)  Represents  the number of shares of restricted  stock reserved for issuance
     pursuant to the Incentive Plan.

(5)  Represents  the grant  price of  restricted  stock  reserved  for  issuance
     pursuant to the Incentive Plan.

(6)  Represents the number of shares currently reserved for issuance pursuant to
     options which have not been granted under the Incentive Plan.




     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

     This  Registration  Statement relates to the registration of 550,000 shares
of Common Stock  reserved for issuance and delivery upon the exercise of options
or the grant of shares  under  the  Incentive  Plan.  Documents  containing  the
information  required by Part I of the Registration  Statement have been or will
be sent or given to  participants  in the  Incentive  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by the Company pursuant to Sections 13(a)and (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 to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
31, 1998, filed with the SEC on March 26, 1999.

     (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 fiscal year covered by
the Annual Report listed above.

     (c)  The Company's  definitive  Proxy  Statement for its Annual  Meeting of
Stockholders held April 14, 1998.

     (d)  The  description  of the Common Stock  contained  in the  Registration
Statement  on Form S-1  originally  filed  by the  Company  under  the
Securities Act of 1933 with the SEC on April 18, 1986.

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  VI  of  the   Registrant's   Bylaws  provides  for  the  following
indemnification for Directors and Officers:

     To the fullest  extent  permitted by New  Hampshire  law, the Company shall
indemnify each director and officer of the Company (and his heirs, executors and
administrators)  against all expenses and liabilities reasonably incurred by him
or her in  connection  with or arising out of any action,  suit or proceeding in
which he or she may be  involved  by reason of his or her being or having been a
director or officer of the Company  (whether or not he or she  continues to be a
director or officer at the time of incurring such expenses or liabilities), such
expenses and  liabilities to include,  but not be limited to,  judgments,  court
costs and attorneys'  fees and the cost of reasonable  settlements.  The Company
shall not,  however,  indemnify such director or officer with respect to matters
as to which he or she shall be  finally  adjudged  in any such  action,  suit or
proceeding to have been liable for willful  misconduct in the performance of his
or her duties as such  director or officer.  In the event that a  settlement  or
compromise  is  effected,  indemnification  may be had  only  if  the  board  of
directors  shall have  determined  that such  settlement or compromise is in the
best  interests  of the Company and that such  director or officer is not liable
for willful  misconduct in the  performance of his or her duties with respect to
such  matters,  and if the board of  directors  shall have  adopted a resolution
approving such settlement or compromise.  The foregoing right of indemnification
shall not be  exclusive  of other rights to which any director or officer may be
entitled as a matter of law.

     The  Company  also  maintains  liability  insurance  for its  officers  and
directors.

Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

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

     10   Granite State Bankshares,  Inc. 1997 Long-Term Incentive Stock Benefit
          Plan  (incorporated   herein  by  reference  to  the  Company's  Proxy
          Statement for its Annual Meeting of Stockholders  held April 14, 1998,
          previously filed with the SEC on March 19, 1998).

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

     23.2 Consent of Grant Thornton LLP.

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 Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this Registration Statement;



                                     4

<PAGE>



     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
Incentive 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.


                                   5

<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 Grant Thornton LLP.



                                    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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Keene, State of New Hampshire, on this 22 day of
June, 1999.

                                        Granite State Bankshares, Inc.


                                       By:  \s\ Charles W. Smith
                                            ----------------------------------
                                             Charles W.  Smith, Chairman and
                                             Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


By:  \s\ Charles W. Smith              By:   \s\ William G. Pike
     -----------------------                 ----------------------------------
     Charles W. Smith                        William G. Pike
     Chairman and  Chief Executive Officer   Executive Vice President and Chief
     Executive Officer)                      Financial Officer (Principal
                                             Financial and Accounting Officer)

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------


By:  \s\ David M. Bartley               By:  \s\ Phillip M. Hamblet
     -----------------------                 ----------------------------------
     David M. Bartley, Director              Philip M. Hamblet, Director

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------


By:  \s\ Joseph S. Hart                 By:  \s\ David J. Houston
     -----------------------                 ----------------------------------
     Joseph S. Hart, Director                David J. Houston, Director

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------


By:  \s\ James L. Koontz                By:  \s\ William Smedley
     -----------------------                 ----------------------------------
     James L. Koontz, Director                William Smedley, V, Director

     Date: June 22, 1999                      Date: June 22, 1999
          -----------------------------            ---------------------------


By:  \s\ C. Robertson Trowbridge         By:  \s\ James C. Wirths, III
     -----------------------                 ----------------------------------
     C. Robertson Trowbridge, Director        James C. Wirths, III, Director

     Date: June 22, 1999                       Date: June 22, 1999
          -----------------------------             --------------------------


By:  \s\ E. Story Wright
     -----------------------
     E. Story Wright, Director

     Date: June 22, 1999




                                        7

<PAGE>




                                    EXHIBIT 5

                 OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK



<PAGE>





              [Letterhead of Luse Lehman Gorman Pomerenk & Schick]



June 22, 1999                                                   (202) 274-2000

Board of Directors
Granite State Bankshares, Inc.
122 West Street
Keene, New Hampshire

                 Re:      Granite State Bankshares, 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 offer  and sale of  Granite  State  Bankshares,  Inc.  (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the Granite State  Bankshares,  Inc. 1997 Long-Term  Incentive  Stock Benefit
Plan (the "Plan").  We have reviewed the Company's Articles of Incorporation and
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 sold in
connection with the exercise of options granted  pursuant to the Plans,  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 GRANT THORNTON LLP


<PAGE>



               Consent of Independent Certified Public Accountants


     We  have  issued  our  report  dated  January  11,  1999  accompanying  the
consolidated  financial  statements  of  Granite  State  Bankshares,   Inc.  and
Subsidiary  included  in the  Annual  Report  on Form  10-K for the  year  ended
December  31,  1998 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

\s\ GRANT THORNTON LLP


Boston, Massachusetts
June 21, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR GRANITE STATE BANKSHARES, INC.", "secsgml_size_bytes": 19718}]
{"company-data": {"conformed-name": "GRANITE STATE BANKSHARES INC", "cik": "0000792360", "assigned-sic": "6022", "irs-number": "020399222", "state-of-incorporation": "NH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81473", "film-number": "99651660"}, "business-address": {"street1": "122 WEST ST", "city": "KENNE", "state": "NH", "zip": "03431", "phone": "6033521600"}, "mail-address": {"street1": "122 WEST ST", "city": "KEENE", "state": "NH", "zip": "03431"}}
Registration No. 333-________

                                       As filed with the Securities and Exchange
                                                     Commission on June 24, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         Granite State Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

    New Hampshire                                         02-0399222
State of Incorporation)                        (IRS Employer Identification No.)
                                 122 West Street
                           Keene, New Hampshire 03431
                    (Address of Principal Executive Offices)

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

   Granite State Bankshares, Inc. 1997 Long-Term Incentive Stock Benefit Plan
                            (Full Title of the Plan)

                                   Copies to:
           Charles W. Smith                     John J. Gorman, Esquire
 Chairman and Chief Executive Officer          Edward A. Quint, Esquire
    Granite State Bankshares, Inc.       Luse Lehman Gorman Pomerenk & Schick
            122 West Street                   A Professional Corporation
      Keene, New Hampshire 03431            5335 Wisconsin Ave., N.W., #400
            (603) 352-1600                      Washington, D.C.  20015
                                                    (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                                    Proposed                 Proposed
    Securities             Amount                 Maximum                 Maximum               Amount of
       to be                to be              Offering Price            Aggregate            Registration
    Registered           Registered (1)          Per Share             Offering Price             Fee
-------------------------------------------------------------------------------------------------------------------
value $.01 per share     474,250 shares(2)         $18.09 (3)           $  8,579,183            $2,385

                         46,500 shares (4)         $20.92 (5)           $    972,688            $  270

                         29,250 shares (6)         $21.75 (3)           $    636,188            $  177

Total:                   550,000 shares                                 $ 10,188,059            $2,832
                         ==============                                  ===========            ======
--------------

(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 Granite State Bankshares,  Inc. 1997 Long-Term  Incentive Stock Benefit
     Plan (the "Incentive Plan"), as the result of a stock split, stock dividend
     or similar  adjustment  of the  outstanding  Common  Stock  pursuant  to 17
     C.F.R.ss.230.416(a).

(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted under the Incentive Plan.

(3)  Determined by the exercise price of the options  pursuant to 17 C.F.R.  ss.
     230.457(h)(1).

(4)  Represents  the number of shares of restricted  stock reserved for issuance
     pursuant to the Incentive Plan.

(5)  Represents  the grant  price of  restricted  stock  reserved  for  issuance
     pursuant to the Incentive Plan.

(6)  Represents the number of shares currently reserved for issuance pursuant to
     options which have not been granted under the Incentive Plan.

     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

     This  Registration  Statement relates to the registration of 550,000 shares
of Common Stock  reserved for issuance and delivery upon the exercise of options
or the grant of shares  under  the  Incentive  Plan.  Documents  containing  the
information  required by Part I of the Registration  Statement have been or will
be sent or given to  participants  in the  Incentive  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by the Company pursuant to Sections 13(a)and (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 to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
31, 1998, filed with the SEC on March 26, 1999.

     (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 fiscal year covered by
the Annual Report listed above.

     (c)  The Company's  definitive  Proxy  Statement for its Annual  Meeting of
Stockholders held April 14, 1998.

     (d)  The  description  of the Common Stock  contained  in the  Registration
Statement  on Form S-1  originally  filed  by the  Company  under  the
Securities Act of 1933 with the SEC on April 18, 1986.

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  VI  of  the   Registrant's   Bylaws  provides  for  the  following
indemnification for Directors and Officers:

     To the fullest  extent  permitted by New  Hampshire  law, the Company shall
indemnify each director and officer of the Company (and his heirs, executors and
administrators)  against all expenses and liabilities reasonably incurred by him
or her in  connection  with or arising out of any action,  suit or proceeding in
which he or she may be  involved  by reason of his or her being or having been a
director or officer of the Company  (whether or not he or she  continues to be a
director or officer at the time of incurring such expenses or liabilities), such
expenses and  liabilities to include,  but not be limited to,  judgments,  court
costs and attorneys'  fees and the cost of reasonable  settlements.  The Company
shall not,  however,  indemnify such director or officer with respect to matters
as to which he or she shall be  finally  adjudged  in any such  action,  suit or
proceeding to have been liable for willful  misconduct in the performance of his
or her duties as such  director or officer.  In the event that a  settlement  or
compromise  is  effected,  indemnification  may be had  only  if  the  board  of
directors  shall have  determined  that such  settlement or compromise is in the
best  interests  of the Company and that such  director or officer is not liable
for willful  misconduct in the  performance of his or her duties with respect to
such  matters,  and if the board of  directors  shall have  adopted a resolution
approving such settlement or compromise.  The foregoing right of indemnification
shall not be  exclusive  of other rights to which any director or officer may be
entitled as a matter of law.

     The  Company  also  maintains  liability  insurance  for its  officers  and
directors.

Item 7.  Exemption From Registration Claimed.

                  Not applicable.

Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

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

     10   Granite State Bankshares,  Inc. 1997 Long-Term Incentive Stock Benefit
          Plan  (incorporated   herein  by  reference  to  the  Company's  Proxy
          Statement for its Annual Meeting of Stockholders  held April 14, 1998,
          previously filed with the SEC on March 19, 1998).

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

     23.2 Consent of Grant Thornton LLP.

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 Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this Registration Statement;

                                     4
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
Incentive 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.

                                   5
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 Grant Thornton LLP.

                                    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 to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Keene, State of New Hampshire, on this 22 day of
June, 1999.

                                        Granite State Bankshares, Inc.

                                       By:  \s\ Charles W. Smith
                                            ----------------------------------
                                             Charles W.  Smith, Chairman and
                                             Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By:  \s\ Charles W. Smith              By:   \s\ William G. Pike
     -----------------------                 ----------------------------------
     Charles W. Smith                        William G. Pike
     Chairman and  Chief Executive Officer   Executive Vice President and Chief
     Executive Officer)                      Financial Officer (Principal
                                             Financial and Accounting Officer)

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------

By:  \s\ David M. Bartley               By:  \s\ Phillip M. Hamblet
     -----------------------                 ----------------------------------
     David M. Bartley, Director              Philip M. Hamblet, Director

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------

By:  \s\ Joseph S. Hart                 By:  \s\ David J. Houston
     -----------------------                 ----------------------------------
     Joseph S. Hart, Director                David J. Houston, Director

     Date: June 22, 1999                     Date: June 22, 1999
          -----------------------------           ---------------------------

By:  \s\ James L. Koontz                By:  \s\ William Smedley
     -----------------------                 ----------------------------------
     James L. Koontz, Director                William Smedley, V, Director

     Date: June 22, 1999                      Date: June 22, 1999
          -----------------------------            ---------------------------

By:  \s\ C. Robertson Trowbridge         By:  \s\ James C. Wirths, III
     -----------------------                 ----------------------------------
     C. Robertson Trowbridge, Director        James C. Wirths, III, Director

     Date: June 22, 1999                       Date: June 22, 1999
          -----------------------------             --------------------------

By:  \s\ E. Story Wright
     -----------------------
     E. Story Wright, Director

     Date: June 22, 1999

                                        7
EXHIBIT 5

                 OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
[Letterhead of Luse Lehman Gorman Pomerenk & Schick]

June 22, 1999                                                   (202) 274-2000

Board of Directors
Granite State Bankshares, Inc.
122 West Street
Keene, New Hampshire

                 Re:      Granite State Bankshares, 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 offer  and sale of  Granite  State  Bankshares,  Inc.  (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the Granite State  Bankshares,  Inc. 1997 Long-Term  Incentive  Stock Benefit
Plan (the "Plan").  We have reviewed the Company's Articles of Incorporation and
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 sold in
connection with the exercise of options granted  pursuant to the Plans,  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 GRANT THORNTON LLP
Consent of Independent Certified Public Accountants

     We  have  issued  our  report  dated  January  11,  1999  accompanying  the
consolidated  financial  statements  of  Granite  State  Bankshares,   Inc.  and
Subsidiary  included  in the  Annual  Report  on Form  10-K for the  year  ended
December  31,  1998 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

\s\ GRANT THORNTON LLP

Boston, Massachusetts
June 21, 1999