Registration No. 333-144245


   As filed with the Securities and Exchange Commission on March 18, 2008

                                  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)


            Maryland                                    74-3242562
(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:



   Mr. Richard B. Collins                        Robert B. Pomerenk, Esquire
    President and Chief                      Luse Gorman Pomerenk & Schick, P.C.
     Executive Officer                           5335 Wisconsin Ave., N.W.,
United Financial Bancorp, Inc.                           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
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
<C>                            <C>                  <C>                     <C>                       <C>
$0.01 per share                302,349 (2)          $ 11.08((7))            $3,350,027                $132
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 48,644(3)            $ 11.08(7)              $538,976                  $21
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 785,275(4)           $ 12.36(6)             $9,705,999                $381
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 92,208 (5)            $ 11.08(7)            $1,021,665                 $40
--------------------------------------------------------------------------------------------------------------------
TOTALS                          1,228,476                                   $14,616,667               $574
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------
*    In conjunction with the Company's second-step conversion, the share amounts
     and the  weighted  average  strike  prices  in the  above  table  have been
     adjusted by the conversion ratio of 1.04079.
(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). The
     Company,  a  Maryland  corporation,  is  offering  shares of  common  stock
     pursuant to the Stock Benefit Plan, which became a plan of the Company upon
     the completion of the second-step  conversion of United Financial  Bancorp,
     Inc., a Federal corporation.
(2)  Represents the number of shares of common stock awarded as restricted stock
     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 Company has assumed the United Financial Bancorp, Inc. 2006 Stock-Based
Incentive  Plan and in  connection  therewith  is offering  shares of its common
stock pursuant to the Stock Benefit Plan.

     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 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  Company's  prospectus  (the  "Prospectus")  dated October 12, 2007,
filed with the Commission on October 24, 2007 pursuant to Rule  424(b)(3)  under
the Securities Exchange Act of 1933 (File No. 333-144245);

     b) The Company's Annual Report on Form 10-K for the year ended December 31,
2007 (File No. 000-52947), filed with the Commission on March 17, 2008;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since  the  financial  statements  included  in the  Annual  Report on Form 10-K
referred to in (b) above; and

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Prospectus  dated October 12, 2007,  under the heading  "Description  of Capital
Stock of United  Financial-Maryland  Following the  Conversion,"  filed with the
Commission on October 24, 2007 (File No. 333-144245).

     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.

                                       3
<Page>


Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Articles 10 and 11 of the  Articles of  Incorporation  of United  Financial
Bancorp,   Inc.  (the   "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability that they incur in their capacities as such:

         ARTICLE 10. Indemnification, etc. of Directors and Officers.

     A.  Indemnification.  The  Corporation  shall indemnify (1) its current and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the MGCL now or
hereafter in force,  including the  advancement of expenses under the procedures
and to the fullest extent  permitted by law, and (2) other  employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by
law; provided, however, that, except as provided in Section B of this Article 10
with  respect  to  proceedings  to  enforce  rights  to   indemnification,   the
Corporation  shall indemnify any such indemnitee in connection with a proceeding
(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

     B. Procedure.  If a claim under Section A of this Article 10 is not paid in
full by the  Corporation  within sixty (60) days after a written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the  applicable  period shall be twenty (20) days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee shall also be
entitled to be reimbursed  the expense of prosecuting or defending such suit. It
shall  be a  defense  to  any  action  for  advancement  of  expenses  that  the
Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall  ultimately be determined  that the standard
of conduct has not been met and (ii) a written  affirmation by the indemnitee of
his good faith belief that the standard of conduct necessary for indemnification
by the  Corporation  has been met. In (i) any suit brought by the  indemnitee to
enforce a right to  indemnification  hereunder (but not in a suit brought by the
indemnitee  to  enforce a right to an  advancement  of  expenses)  it shall be a
defense that, and (ii) any suit by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking  the  Corporation  shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable  standard for  indemnification set forth in the MGCL.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the MGCL,  nor an actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article 10 or otherwise shall be on the Corporation.

     C. Non-Exclusivity. The rights to indemnification and to the advancement of
expenses  conferred in this Article 10 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, these Articles,
the Corporation's  Bylaws, any agreement,  any vote of stockholders or the Board
of Directors, or otherwise.

     D. Insurance.  The Corporation may maintain  insurance,  at its expense, to
insure itself and any director, officer, employee or agent of the Corporation or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise

                                       4

<page>
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such Person against such expense,  liability or loss
under the MGCL.

     E. Miscellaneous. The Corporation shall not be liable for any payment under
this Article 10 in connection  with a claim made by any indemnitee to the extent
such  indemnitee  has otherwise  actually  received  payment under any insurance
policy,   agreement,  or  otherwise,  of  the  amounts  otherwise  indemnifiable
hereunder.  The rights to  indemnification  and to the  advancement  of expenses
conferred  in Sections A and B of this  Article 10 shall be contract  rights and
such rights shall  continue as to an indemnitee  who has ceased to be a director
or officer and shall inure to the benefit of the indemnitee's  heirs,  executors
and administrators.

     Any repeal or modification of this Article 10 shall not in any way diminish
any rights to  indemnification  or  advancement  of expenses of such director or
officer or the obligations of the Corporation  arising hereunder with respect to
events occurring, or claims made, while this Article 10 is in force.

     ARTICLE  11.  Limitation  of  Liability.  An  officer  or  director  of the
Corporation, as such, shall not be liable to the Corporation or its stockholders
for money  damages,  except (A) to the extent  that it is proved that the Person
actually  received an improper benefit or profit in money,  property or services
for the amount of the benefit or profit in money,  property or services actually
received;  or (B) to the extent  that a  judgment  or other  final  adjudication
adverse  to the  Person is  entered  in a  proceeding  based on a finding in the
proceeding that the Person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL
is amended to further eliminate or limit the personal  liability of officers and
directors, then the liability of officers and directors of the Corporation shall
be  eliminated  or limited to the fullest  extent  permitted by the MGCL,  as so
amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director  or officer of the  Corporation  existing at the time of such repeal or
modification.

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 (File No.  333-144245)  filed by the Company under the  Securities
     Act of 1933,  with the  Commission on June 29, 2007,  and all amendments or
     reports filed for the purpose of updating such description.

                                       5
<page>

**   Incorporated by reference to Appendix B to the proxy statement for the 2006
     Annual Meeting of Stockholders of United Financial Bancorp,  Inc. (File No.
     000-51369), filed by United Financial Bancorp, Inc. under the Exchange Act,
     on June 12, 2006.

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 14th day of March, 2008.

                                 UNITED FINANCIAL BANCORP, INC.


                             By: /s/ Richard B. Collins
                                 ------------------------------------------
                                 Richard B. Collins
                                 Chairman, 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>


<S>                                       <C>                                       <C>
Signatures                                  Title                                       Date
----------                                  ------                                      ----


/s/ Richard B. Collins                      Chairman, President and                     March 14, 2008
------------------------------------        Chief Executive Officer
Richard B. Collins                          (Principal Executive Officer)



/s/ Mark A. Roberts                         Executive Vice President                    March 14, 2008
------------------------------------         and Chief Financial Officer,
Mark A. Roberts                            (Principal Financial and Accounting Officer)



/s/ Michael F. Crowley                               Director                           March 14, 2008
------------------------------------
Michael F. Crowley



/s/ Carol Moore Cutting                              Director                           March 14, 2008
------------------------------------
Carol Moore Cutting
</TABLE>


<page>

<TABLE>
<CAPTION>

<S>                                                <C>                                 <C>
/s/ Carol A. Leary                                   Director                           March 14, 2008
------------------------------------
Carol A. Leary



/s/ G. Todd Marchant                                 Director                           March 14, 2008
------------------------------------
G. Todd Marchant



/s/ Kevin E. Ross                                    Director                           March 14, 2008
---------------------------
Kevin E. Ross



/s/ Robert A. Stewart, Jr.                           Director                           March 14, 2008
---------------------------
Robert A. Stewart, Jr.



/s/ Thomas H. Themistos                              Director                           March 14, 2008
------------------------------------
Thomas H. Themistos



/s/ Michael F. Werenski                              Director                           March 14, 2008
------------------------------------
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 (File No.
               333-144245),  filed by the Company  under the  Securities  Act of
               1933 with the  Commission on June 29, 2007, 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 2006 Annual Meeting of Stockholders  of United  Financial
               Bancorp,  Inc. (File No.  000-51369),  filed by United  Financial
               Bancorp,  Inc. under the Securities 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).





<PAGE>






                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC





<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                      WRITER'S EMAIL
(202) 274-2000


March 14, 2008

Board of Directors
United Financial Bancorp, Inc.
95 Elm Street
West Springfield, MA 01089

    Re:      United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
             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 United Financial  Bancorp,  Inc. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
United  Financial  Bancorp,  Inc. 2006  Stock-Based  Incentive  Plan (the "Stock
Benefit  Plan").  We have  reviewed  the  Company's  Articles of  Incorporation,
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 Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit 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 GORMAN POMERENK & SCHICK
                                                 LUSE GORMAN POMERENK & SCHICK
                                                 A Professional Corporation


<PAGE>








                                  Exhibit 23.2

                          CONSENT OF GRANT THORNTON LLP








<PAGE>


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have issued our reports dated March 12, 2008  accompanying  the  consolidated
financial  statements  and  management's  assessment  of  the  effectiveness  of
internal  control over  financial  reporting  appearing in the Annual  Report of
United  Financial  Bancorp,  Inc. and subsidiary on Form 10-K for the year ended
December  31, 2007 which are  incorporated  by  reference  in this  Registration
Statement.  We hereby consent to the  incorporation by reference of said reports
in this Registration Statement on Form S-8.



                                                          /s/ Grant Thornton LLP

Boston, Massachusetts
March 12, 2008
[{"type": "S-8", "sequence": "1", "filename": "forms8_31708.txt", "description": "FORM S-8", "secsgml_size_bytes": 30050}]
{"company-data": {"conformed-name": "United Financial Bancorp, Inc.", "cik": "0001405049", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149781", "film-number": "08695908"}, "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. 333-144245

   As filed with the Securities and Exchange Commission on March 18, 2008

                                  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)

            Maryland                                    74-3242562
(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:

   Mr. Richard B. Collins                        Robert B. Pomerenk, Esquire
    President and Chief                      Luse Gorman Pomerenk & Schick, P.C.
     Executive Officer                           5335 Wisconsin Ave., N.W.,
United Financial Bancorp, Inc.                           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                302,349 (2)          $ 11.08((7))            $3,350,027                $132
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 48,644(3)            $ 11.08(7)              $538,976                  $21
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 785,275(4)           $ 12.36(6)             $9,705,999                $381
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 92,208 (5)            $ 11.08(7)            $1,021,665                 $40
--------------------------------------------------------------------------------------------------------------------
TOTALS                          1,228,476                                   $14,616,667               $574
--------------------------------------------------------------------------------------------------------------------
-----------------------
*    In conjunction with the Company's second-step conversion, the share amounts
     and the  weighted  average  strike  prices  in the  above  table  have been
     adjusted by the conversion ratio of 1.04079.
(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). The
     Company,  a  Maryland  corporation,  is  offering  shares of  common  stock
     pursuant to the Stock Benefit Plan, which became a plan of the Company upon
     the completion of the second-step  conversion of United Financial  Bancorp,
     Inc., a Federal corporation.
(2)  Represents the number of shares of common stock awarded as restricted stock
     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 Company has assumed the United Financial Bancorp, Inc. 2006 Stock-Based
Incentive  Plan and in  connection  therewith  is offering  shares of its common
stock pursuant to the Stock Benefit Plan.

     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 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  Company's  prospectus  (the  "Prospectus")  dated October 12, 2007,
filed with the Commission on October 24, 2007 pursuant to Rule  424(b)(3)  under
the Securities Exchange Act of 1933 (File No. 333-144245);

     b) The Company's Annual Report on Form 10-K for the year ended December 31,
2007 (File No. 000-52947), filed with the Commission on March 17, 2008;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since  the  financial  statements  included  in the  Annual  Report on Form 10-K
referred to in (b) above; and

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Prospectus  dated October 12, 2007,  under the heading  "Description  of Capital
Stock of United  Financial-Maryland  Following the  Conversion,"  filed with the
Commission on October 24, 2007 (File No. 333-144245).

     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.

                                       3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Articles 10 and 11 of the  Articles of  Incorporation  of United  Financial
Bancorp,   Inc.  (the   "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability that they incur in their capacities as such:

         ARTICLE 10. Indemnification, etc. of Directors and Officers.

     A.  Indemnification.  The  Corporation  shall indemnify (1) its current and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the MGCL now or
hereafter in force,  including the  advancement of expenses under the procedures
and to the fullest extent  permitted by law, and (2) other  employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by
law; provided, however, that, except as provided in Section B of this Article 10
with  respect  to  proceedings  to  enforce  rights  to   indemnification,   the
Corporation  shall indemnify any such indemnitee in connection with a proceeding
(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

     B. Procedure.  If a claim under Section A of this Article 10 is not paid in
full by the  Corporation  within sixty (60) days after a written  claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the  applicable  period shall be twenty (20) days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee shall also be
entitled to be reimbursed  the expense of prosecuting or defending such suit. It
shall  be a  defense  to  any  action  for  advancement  of  expenses  that  the
Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall  ultimately be determined  that the standard
of conduct has not been met and (ii) a written  affirmation by the indemnitee of
his good faith belief that the standard of conduct necessary for indemnification
by the  Corporation  has been met. In (i) any suit brought by the  indemnitee to
enforce a right to  indemnification  hereunder (but not in a suit brought by the
indemnitee  to  enforce a right to an  advancement  of  expenses)  it shall be a
defense that, and (ii) any suit by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking  the  Corporation  shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable  standard for  indemnification set forth in the MGCL.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the MGCL,  nor an actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article 10 or otherwise shall be on the Corporation.

     C. Non-Exclusivity. The rights to indemnification and to the advancement of
expenses  conferred in this Article 10 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, these Articles,
the Corporation's  Bylaws, any agreement,  any vote of stockholders or the Board
of Directors, or otherwise.

     D. Insurance.  The Corporation may maintain  insurance,  at its expense, to
insure itself and any director, officer, employee or agent of the Corporation or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise

                                       4
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such Person against such expense,  liability or loss
under the MGCL.

     E. Miscellaneous. The Corporation shall not be liable for any payment under
this Article 10 in connection  with a claim made by any indemnitee to the extent
such  indemnitee  has otherwise  actually  received  payment under any insurance
policy,   agreement,  or  otherwise,  of  the  amounts  otherwise  indemnifiable
hereunder.  The rights to  indemnification  and to the  advancement  of expenses
conferred  in Sections A and B of this  Article 10 shall be contract  rights and
such rights shall  continue as to an indemnitee  who has ceased to be a director
or officer and shall inure to the benefit of the indemnitee's  heirs,  executors
and administrators.

     Any repeal or modification of this Article 10 shall not in any way diminish
any rights to  indemnification  or  advancement  of expenses of such director or
officer or the obligations of the Corporation  arising hereunder with respect to
events occurring, or claims made, while this Article 10 is in force.

     ARTICLE  11.  Limitation  of  Liability.  An  officer  or  director  of the
Corporation, as such, shall not be liable to the Corporation or its stockholders
for money  damages,  except (A) to the extent  that it is proved that the Person
actually  received an improper benefit or profit in money,  property or services
for the amount of the benefit or profit in money,  property or services actually
received;  or (B) to the extent  that a  judgment  or other  final  adjudication
adverse  to the  Person is  entered  in a  proceeding  based on a finding in the
proceeding that the Person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL
is amended to further eliminate or limit the personal  liability of officers and
directors, then the liability of officers and directors of the Corporation shall
be  eliminated  or limited to the fullest  extent  permitted by the MGCL,  as so
amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director  or officer of the  Corporation  existing at the time of such repeal or
modification.

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 (File No.  333-144245)  filed by the Company under the  Securities
     Act of 1933,  with the  Commission on June 29, 2007,  and all amendments or
     reports filed for the purpose of updating such description.

                                       5
**   Incorporated by reference to Appendix B to the proxy statement for the 2006
     Annual Meeting of Stockholders of United Financial Bancorp,  Inc. (File No.
     000-51369), filed by United Financial Bancorp, Inc. under the Exchange Act,
     on June 12, 2006.

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 14th day of March, 2008.

                                 UNITED FINANCIAL BANCORP, INC.

                             By: /s/ Richard B. Collins
                                 ------------------------------------------
                                 Richard B. Collins
                                 Chairman, 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                      Chairman, President and                     March 14, 2008
------------------------------------        Chief Executive Officer
Richard B. Collins                          (Principal Executive Officer)

/s/ Mark A. Roberts                         Executive Vice President                    March 14, 2008
------------------------------------         and Chief Financial Officer,
Mark A. Roberts                            (Principal Financial and Accounting Officer)

/s/ Michael F. Crowley                               Director                           March 14, 2008
------------------------------------
Michael F. Crowley

/s/ Carol Moore Cutting                              Director                           March 14, 2008
------------------------------------
Carol Moore Cutting
/s/ Carol A. Leary                                   Director                           March 14, 2008
------------------------------------
Carol A. Leary

/s/ G. Todd Marchant                                 Director                           March 14, 2008
------------------------------------
G. Todd Marchant

/s/ Kevin E. Ross                                    Director                           March 14, 2008
---------------------------
Kevin E. Ross

/s/ Robert A. Stewart, Jr.                           Director                           March 14, 2008
---------------------------
Robert A. Stewart, Jr.

/s/ Thomas H. Themistos                              Director                           March 14, 2008
------------------------------------
Thomas H. Themistos

/s/ Michael F. Werenski                              Director                           March 14, 2008
------------------------------------
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 (File No.
               333-144245),  filed by the Company  under the  Securities  Act of
               1933 with the  Commission on June 29, 2007, 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 2006 Annual Meeting of Stockholders  of United  Financial
               Bancorp,  Inc. (File No.  000-51369),  filed by United  Financial
               Bancorp,  Inc. under the Securities 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).
Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                      WRITER'S EMAIL
(202) 274-2000

March 14, 2008

Board of Directors
United Financial Bancorp, Inc.
95 Elm Street
West Springfield, MA 01089

    Re:      United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
             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 United Financial  Bancorp,  Inc. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
United  Financial  Bancorp,  Inc. 2006  Stock-Based  Incentive  Plan (the "Stock
Benefit  Plan").  We have  reviewed  the  Company's  Articles of  Incorporation,
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 Benefit
Plan and shares of Common Stock granted  under the Stock  Benefit 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 GORMAN POMERENK & SCHICK
                                                 LUSE GORMAN POMERENK & SCHICK
                                                 A Professional Corporation
Exhibit 23.2

                          CONSENT OF GRANT THORNTON LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 12, 2008  accompanying  the  consolidated
financial  statements  and  management's  assessment  of  the  effectiveness  of
internal  control over  financial  reporting  appearing in the Annual  Report of
United  Financial  Bancorp,  Inc. and subsidiary on Form 10-K for the year ended
December  31, 2007 which are  incorporated  by  reference  in this  Registration
Statement.  We hereby consent to the  incorporation by reference of said reports
in this Registration Statement on Form S-8.

                                                          /s/ Grant Thornton LLP

Boston, Massachusetts
March 12, 2008