Registration No. 333-______
     As filed with the Securities and Exchange Commission on October 5, 2006
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                               PSB Holdings, Inc.
             (Exact Name of Registrant as Specified in its Charter)

  United States                                   42-1597948
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                                 40 Main Street
                            Putnam, Connecticut 06260
                    (Address of Principal Executive Offices)
                                Thomas A. Borner
                             Chief Executive Officer
                                 40 Main Street
                            Putnam Connecticut 06260
                    (Name and Address of Agent for Service)
               PSB Holdings, Inc. 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:
   Thomas A. Borner                            Robert B. Pomerenk, Esquire
Chief Executive Officer                    Luse Gorman Pomerenk & Schick, P.C.
   PSB Holdings, Inc.                      5335 Wisconsin Ave., N.W., Suite 400
     40 Main Street                              Washington, D.C.  20015
Putnam, Connecticut  06260                          (202) 274-2000
    (860) 928-6501
(Name, Address and Telephone
 Number of Agent for Service)


<PAGE>

<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
<S><C>                           <C>                 <C>                     <C>                    <C>

  Title of Each Class 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
$0.10 per share                  114,868(2)           $11.00(7)             $1,263,548                 $135
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                   21,217(3)           $11.00(7)               $233,387                  $25
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                  276,562(4)           $10.60(6)             $2,931,557                 $314
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                   63,651(5)           $11.00(7)               $700,161                  $75
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                            476,298                                   $5,128,653                 $549
--------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the PSB Holdings,  Inc. 2005 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 PSB  Holdings,  Inc.  (the  "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined  pursuant  to 17  C.F.R.  Section  230.457(h)(1)  and 17  C.F.R.
     Section 230.457(c).

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

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

                                       2
<PAGE>


PART I.

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

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

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

PART II.

Item 3. Incorporation of Documents by Reference

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

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended June 30, 2006 (Commission File No.  000-50970),  filed with the Commission
on September 15, 2006 pursuant to Section 13(a) of the  Securities  and Exchange
Act of 1934, as amended (the "Exchange Act");

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 30,
2004 (Commission File No. 000-50970).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
<PAGE>


Item 6.  Indemnification of Directors and Officers

     A section in the  Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers in  accordance  with  applicable  law and
Section 545.121 of the regulations of the Office of Thrift Supervision  ("OTS").
A summary of this section of the bylaws follows.

     (a) Definitions and Rules of Construction.

     (1) Definitions for purposes of this section.

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

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

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

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

     (2) References in this section to any individual or other person, including
any savings bank, shall include legal representatives,  successors,  and assigns
thereof.

     (b) Indemnification. Subject to paragraphs (c) and (g) of this section, the
Registrant  shall  indemnify  any  person  against  whom an action is brought or
threatened because that person is or was a director,  officer or employee of the
Registrant, for:

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

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

     (c) Requirements for Indemnification. Indemnification shall be made to such
person under paragraph (b) of this section only if:

     (1) Final judgment on the merits is in his or her favor; or

     (2) In case of:

          (i) settlement,

          (ii) final judgment against him or her; or

          (iii) final judgment in his or her favor, other than on the merits,

          if a  majority  of  the  disinterested  directors  of  the  Registrant
          determines that he or she was acting in good faith within the scope of
          his or her employment or authority as he or she could have  reasonably
          perceived it under the circumstances and for a purpose he or she could
          reasonably  have  believed  under  the  circumstances  was in the best
          interests of the Registrant or its shareholders.

     However,  no indemnification  shall be made unless the Registrant gives the
OTS at least 60 days' notice of its intention to make such indemnification. Such
notice  shall  state  the  facts on which  the  action  arose,  the terms of any

                                       4
<PAGE>

settlement,  and any disposition of the matter by a court.  Such notice,  a copy
thereof  and  a  certified  copy  of  the  resolution  containing  the  required
determination  by the Board of Directors shall be sent to the Regional  Director
of the OTS, who shall promptly  acknowledge  receipt thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the Registrant in writing  within such notice period,  of his
or her objection thereto.

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

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

          (f)  Exclusiveness  of Provisions.  The Registrant shall not indemnify
          any person  referred  to in  paragraph  (b) of this  section or obtain
          insurance  referred to in paragraph  (d) of this section other than in
          accordance with this section.

          (g)  Statutory  Limitation.   The  indemnification   provided  for  in
          paragraph (b) of this section is subject to and qualified by 12 U.S.C.
          1821(k).

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>
<S>    <C>                        <C>                                <C>
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

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

         23.2     Consent of  Whittlesey & Hadley, P.C.                         Attached as Exhibit 23.2

         99       PSB Holdings, Inc. 2005 Stock-Based
                        Incentive Plan                                          **



                                       5
<PAGE>


         24       Power of Attorney                                             Contained on Signature Page

</TABLE>

-----------------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-116364), originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 10, 2004, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix B to the proxy statement for the
     Company's 2005 Annual Meeting of stockholders (Commission File No.
     000-50970), filed by the Company under the Securities and Exchange Act of
     1934, on September 19, 2005.

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  Putnam,  State  of
Connecticut, on this 4th day of October, 2006.


                                       PSB HOLDINGS, INC.


                              By:      /s/ Thomas A. Borner
                                       -----------------------------------
                                      Thomas A. Borner, Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of PSB  Holdings,  Inc.  (the
"Company") hereby severally constitute and appoint Thomas A. Borner, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Thomas A. Borner 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 PSB Holdings,  Inc. 2005  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 Thomas A. Borner  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>                                         <C>

Signatures                                  Title                                       Date
----------                                  -----                                       ----


/s/ Thomas A. Borner
----------------------------
Thomas A. Borner                    Chief Executive Officer                             October 4, 2006
                                    and Chairman of the Board (Principal Executive
                                    Officer



/s/ Robert J. Halloran, Jr.
----------------------------        President and Chief Financial Officer and Director  October 4, 2006
Robert J. Halloran, Jr.             (Principal Financial and Accounting Officer)



/s/ Maurice P. Beaulac              Director                                            October 4, 2006
---------------------------
Maurice P. Beaulac



/s/ Mary E. Patenaude               Director                                            October 4, 2006
---------------------------
Mary E. Patenaude



/s/ Richard A. Loomis               Director                                            October 4, 2006
---------------------------
Richard A. Loomis

<PAGE>


/s/ Paul M. Kelly                   Director                                            October 4, 2006
---------------------------
Paul M. Kelly



/s/ Charles H. Puffer               Director                                            October 4, 2006
---------------------------
Charles H. Puffer



/s/ John P. Miller                  Director                                            October 4, 2006
---------------------------
John P. Miller



/s/ Charles W. Bentley, Jr.        Director                                             October 4, 2006
---------------------------
Charles W. Bentley, Jr.

</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 SB-2 (Commission File No. 333-116364),
                           originally filed by the Company under the Securities
                           Act of 1933 with the Commission on June 10, 2004, and
                           all amendments or reports filed for the purpose of
                           updating such description).

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

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

        23.2               Consent of Whittlesey & Hadley, P.C.

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

        99                 PSB  Holdings,  Inc.  2005  Stock-Based  Incentive
                           Plan  (incorporated  by reference to Appendix  B  to
                           the  proxy   statement  for  the  Company's   2005
                           Annual  Meeting  of stockholders   (Commission  File
                           No. 000-50970),  filed  by  the  Company  under  the
                           Securities and Exchange Act of 1934, on September 19,
                           2005).
[{"type": "S-8", "sequence": "1", "filename": "forms8_100506.txt", "secsgml_size_bytes": 24827}]
{"company-data": {"conformed-name": "PSB Holdings, Inc.", "cik": "0001293211", "assigned-sic": "6035", "irs-number": "421597948", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137816", "film-number": "061130167"}, "business-address": {"street1": "40 MAIN STREET", "city": "PUTNAM", "state": "CT", "zip": "06260", "phone": "(860) 928-6501"}, "mail-address": {"street1": "40 MAIN STREET", "city": "PUTNAM", "state": "CT", "zip": "06260"}}
Registration No. 333-______
     As filed with the Securities and Exchange Commission on October 5, 2006
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               PSB Holdings, Inc.
             (Exact Name of Registrant as Specified in its Charter)

  United States                                   42-1597948
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                 40 Main Street
                            Putnam, Connecticut 06260
                    (Address of Principal Executive Offices)
                                Thomas A. Borner
                             Chief Executive Officer
                                 40 Main Street
                            Putnam Connecticut 06260
                    (Name and Address of Agent for Service)
               PSB Holdings, Inc. 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:
   Thomas A. Borner                            Robert B. Pomerenk, Esquire
Chief Executive Officer                    Luse Gorman Pomerenk & Schick, P.C.
   PSB Holdings, Inc.                      5335 Wisconsin Ave., N.W., Suite 400
     40 Main Street                              Washington, D.C.  20015
Putnam, Connecticut  06260                          (202) 274-2000
    (860) 928-6501
(Name, Address and Telephone
 Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

====================================================================================================================
Title of Each Class 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
$0.10 per share                  114,868(2)           $11.00(7)             $1,263,548                 $135
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                   21,217(3)           $11.00(7)               $233,387                  $25
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                  276,562(4)           $10.60(6)             $2,931,557                 $314
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.10 per share                   63,651(5)           $11.00(7)               $700,161                  $75
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

TOTALS                            476,298                                   $5,128,653                 $549
--------------------------------------------------------------------------------------------------------------------
-----------------------
(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 PSB Holdings,  Inc. 2005 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 PSB  Holdings,  Inc.  (the  "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined  pursuant  to 17  C.F.R.  Section  230.457(h)(1)  and 17  C.F.R.
     Section 230.457(c).

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

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

                                       2
PART I.

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

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

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

PART II.

Item 3. Incorporation of Documents by Reference

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

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended June 30, 2006 (Commission File No.  000-50970),  filed with the Commission
on September 15, 2006 pursuant to Section 13(a) of the  Securities  and Exchange
Act of 1934, as amended (the "Exchange Act");

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 30,
2004 (Commission File No. 000-50970).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

     A section in the  Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers in  accordance  with  applicable  law and
Section 545.121 of the regulations of the Office of Thrift Supervision  ("OTS").
A summary of this section of the bylaws follows.

     (a) Definitions and Rules of Construction.

     (1) Definitions for purposes of this section.

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

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

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

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

     (2) References in this section to any individual or other person, including
any savings bank, shall include legal representatives,  successors,  and assigns
thereof.

     (b) Indemnification. Subject to paragraphs (c) and (g) of this section, the
Registrant  shall  indemnify  any  person  against  whom an action is brought or
threatened because that person is or was a director,  officer or employee of the
Registrant, for:

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

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

     (c) Requirements for Indemnification. Indemnification shall be made to such
person under paragraph (b) of this section only if:

     (1) Final judgment on the merits is in his or her favor; or

     (2) In case of:

          (i) settlement,

          (ii) final judgment against him or her; or

          (iii) final judgment in his or her favor, other than on the merits,

          if a  majority  of  the  disinterested  directors  of  the  Registrant
          determines that he or she was acting in good faith within the scope of
          his or her employment or authority as he or she could have  reasonably
          perceived it under the circumstances and for a purpose he or she could
          reasonably  have  believed  under  the  circumstances  was in the best
          interests of the Registrant or its shareholders.

     However,  no indemnification  shall be made unless the Registrant gives the
OTS at least 60 days' notice of its intention to make such indemnification. Such
notice  shall  state  the  facts on which  the  action  arose,  the terms of any

                                       4
settlement,  and any disposition of the matter by a court.  Such notice,  a copy
thereof  and  a  certified  copy  of  the  resolution  containing  the  required
determination  by the Board of Directors shall be sent to the Regional  Director
of the OTS, who shall promptly  acknowledge  receipt thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the Registrant in writing  within such notice period,  of his
or her objection thereto.

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

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

          (f)  Exclusiveness  of Provisions.  The Registrant shall not indemnify
          any person  referred  to in  paragraph  (b) of this  section or obtain
          insurance  referred to in paragraph  (d) of this section other than in
          accordance with this section.

          (g)  Statutory  Limitation.   The  indemnification   provided  for  in
          paragraph (b) of this section is subject to and qualified by 12 U.S.C.
          1821(k).

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------

         4        Form of Common Stock Certificate                              *

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

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

         23.2     Consent of  Whittlesey & Hadley, P.C.                         Attached as Exhibit 23.2

         99       PSB Holdings, Inc. 2005 Stock-Based
                        Incentive Plan                                          **

                                       5
24       Power of Attorney                                             Contained on Signature Page
-----------------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-116364), originally filed by the Company
     under the Securities Act of 1933, with the Commission on June 10, 2004, and
     all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix B to the proxy statement for the
     Company's 2005 Annual Meeting of stockholders (Commission File No.
     000-50970), filed by the Company under the Securities and Exchange Act of
     1934, on September 19, 2005.

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  Putnam,  State  of
Connecticut, on this 4th day of October, 2006.

                                       PSB HOLDINGS, INC.

                              By:      /s/ Thomas A. Borner
                                       -----------------------------------
                                      Thomas A. Borner, Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors  and officers of PSB  Holdings,  Inc.  (the
"Company") hereby severally constitute and appoint Thomas A. Borner, as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Thomas A. Borner 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 PSB Holdings,  Inc. 2005  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 Thomas A. Borner  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/ Thomas A. Borner
----------------------------
Thomas A. Borner                    Chief Executive Officer                             October 4, 2006
                                    and Chairman of the Board (Principal Executive
                                    Officer

/s/ Robert J. Halloran, Jr.
----------------------------        President and Chief Financial Officer and Director  October 4, 2006
Robert J. Halloran, Jr.             (Principal Financial and Accounting Officer)

/s/ Maurice P. Beaulac              Director                                            October 4, 2006
---------------------------
Maurice P. Beaulac

/s/ Mary E. Patenaude               Director                                            October 4, 2006
---------------------------
Mary E. Patenaude

/s/ Richard A. Loomis               Director                                            October 4, 2006
---------------------------
Richard A. Loomis
/s/ Paul M. Kelly                   Director                                            October 4, 2006
---------------------------
Paul M. Kelly

/s/ Charles H. Puffer               Director                                            October 4, 2006
---------------------------
Charles H. Puffer

/s/ John P. Miller                  Director                                            October 4, 2006
---------------------------
John P. Miller

/s/ Charles W. Bentley, Jr.        Director                                             October 4, 2006
---------------------------
Charles W. Bentley, Jr.
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------
         4                 Form of Common Stock Certificate (incorporated by
                           reference to Exhibit 4 to the Registration Statement
                           on Form SB-2 (Commission File No. 333-116364),
                           originally filed by the Company under the Securities
                           Act of 1933 with the Commission on June 10, 2004, and
                           all amendments or reports filed for the purpose of
                           updating such description).

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

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

        23.2               Consent of Whittlesey & Hadley, P.C.

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

        99                 PSB  Holdings,  Inc.  2005  Stock-Based  Incentive
                           Plan  (incorporated  by reference to Appendix  B  to
                           the  proxy   statement  for  the  Company's   2005
                           Annual  Meeting  of stockholders   (Commission  File
                           No. 000-50970),  filed  by  the  Company  under  the
                           Securities and Exchange Act of 1934, on September 19,
                           2005).