Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 17, 2009

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

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

    United States of America                      26-2139168
   (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                         256 Court Street, P.O. Box 3157
                              Auburn, Maine 04212
                    (Address of Principal Executive Offices)

                Auburn Bancorp, Inc. 2009 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

    Mr. Allen T. Sterling                    Robert B. Pomerenk, Esquire
President and Chief Executive Officer      Luse Gorman Pomerenk & Schick, P.C.
     Auburn Bancorp, Inc                   5335 Wisconsin Ave., N.W., Suite 780
  256 Court Street, P.O. Box 3157             Washington, DC 20015-2035
   Auburn, Maine 04212                            (202) 274-2000
     (207) 782-0400
  (Name, Address and Telephone
   Number of Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the  Securities  Exchange  Act of 1934,  as
amended. (Check one):

Large accelerated filer[ ]   Accelerated filer [ ]     Non-accelerated filer [ ]
  Smaller reporting company [X]



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>   <C>                  <C>                  <C>                 <C>                    <C>

====================================================================================================================

         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                 7,398 (2)             $ 8.00(4)               $59,184                 $3.30
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 24,660(3)             $ 8.00(4)              $197,280                $11.01
--------------------------------------------------------------------------------------------------------------------

TOTALS                            32,058                                     $256,464                $14.31
--------------------------------------------------------------------------------------------------------------------
</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 Auburn  Bancorp,  Inc. 2009 Equity  Incentive  Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common stock of Auburn  Bancorp,  Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(4)  Determined pursuant to 17 C.F.R. Section 230.457(c).


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

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

                                       2

<PAGE>


PART I.

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

     The documents containing the information specified in Part 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 Company's  Annual Report on Form 10-K for the fiscal year ended June
30, 2009 (File No. 000-53370),  filed with the Commission on September 28, 2009,
pursuant to section 13(a) of the Securities Exchange Act of 1934, as amended;

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the Commission on August 14, 2008
(File No. 000-53370).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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

     Provisions in the Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers up to the fullest  extent  authorized  by
applicable  law and  regulations  of the  Office  of Thrift  Supervision  (OTS).
Section 545.121 of the OTS regulations are described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
               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.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

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

          (ii) In case of:

               a.   Settlement,

               b.   Final judgment against him or her, or

               c.   Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she was acting in
                    good  faith  within  the scope of his or her  employment  or
                    authority as he or she could  reasonably  have  perceived it
                    under the  circumstances  and for a purpose  he or she could
                    reasonably have believed under the  circumstances was in the
                    best  interest of the savings  association  or its  members.
                    However,  no  indemnification   shall  be  made  unless  the
                    association  gives the Office 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
                    settlement,  and any  disposition  of the action 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,
                    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
                    association in writing,  within such notice  period,  of its
                    objection thereto.

     (c) As used in this paragraph:

          (i)  "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" includes,  without  limitation,  any court to which or in
               which any appeal or any proceeding for review is brought;

          (iii) "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"  includes  the entry of a  judgment  by  consent  or
               confession or a plea of guilty or of nolo contendere.

                                       4
<PAGE>

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

         10       Auburn Bancorp, Inc. 2009 Equity
                  Incentive Plan                                                **

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

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>

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

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-149723)  originally  filed by the Company under the
     Securities Act with the Commission on March 14, 2008, and all amendments or
     reports filed for the purpose of updating such description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Annual  Meeting  of  Stockholders   of  Auburn  Bancorp,   Inc.  (File  No.
     000-53370), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on October 19, 2009.

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 Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company has

                                       5
<PAGE>

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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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 Auburn,  Maine, on this 15th day of
December, 2009.


                                          AUBURN BANCORP, INC.


                                    By:   /s/ Allen T. Sterling
Allen T. Sterling
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Auburn  Bancorp,  Inc. (the
"Company")  hereby  severally  constitute and appoint Allen T. Sterling,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Allen T. Sterling 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 Auburn Bancorp, Inc. 2009 Equity 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 Allen T. Sterling shall do or
cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act,  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/ Allen T. Sterling                       President and                               December 15, 2009
------------------------------------        Chief Executive Officer
Allen T. Sterling                           (Principal Executive Officer)



/s/ Rachel A. Haines                        Senior Vice President                       December 15, 2009
------------------------------------        and Treasurer
Rachel A. Haines                            (Principal Financial and Accounting
                                             Officer)

/s/ Claire D. Thompson                      Chairperson                                 December 15, 2009
------------------------------------
Claire D. Thompson




/s/ Philip R. St. Pierre                    Vice Chairperson                            December 15, 2009
------------------------------------
Philip R. St. Pierre

<PAGE>



/s/ Bonnie G. Adams                         Director                                    December 15, 2009
------------------------------------
Bonnie G. Adams




/s/ Thomas J. Dean                          Director                                    December 15, 2009
------------------------------------
Thomas J. Dean




                                            Director
Peter E. Chalke




/s/ M. Kelly Matzen                         Director                                    December 15, 2009
------------------------------------
M. Kelly Matzen




/s/ Sharon A. Millett                       Director                                    December 15, 2009
------------------------------------
Sharon A. Millett

</TABLE>



<PAGE>



                                  EXHIBIT INDEX
<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

         10       Auburn Bancorp, Inc. 2009 Equity Incentive Plan               **

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

         23.2     Consent of Independent Registered Public Accounting Firm      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>
-------------------------

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (File No.  333-149723)  originally  filed by the Company under the
     Securities Act with the Commission on March 14, 2008, and all amendments or
     reports filed for the purpose of updating such description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Annual  Meeting  of  Stockholders   of  Auburn  Bancorp,   Inc.  (File  No.
     000-53370), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on October 19, 2009.
[{"type": "S-8", "sequence": "1", "filename": "forms8_122009.txt", "description": "FORM S-8 DECEMBER 2009", "secsgml_size_bytes": 22080}]
{"company-data": {"conformed-name": "Auburn Bancorp, Inc.", "cik": "0001428802", "assigned-sic": "6035", "irs-number": "262139168", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-163791", "film-number": "091246401"}, "business-address": {"street1": "256 COURT STREET", "street2": "P.O. BOX 3157", "city": "AUBURN", "state": "ME", "zip": "04212", "phone": "207-782-6871"}, "mail-address": {"street1": "256 COURT STREET", "street2": "P.O. BOX 3157", "city": "AUBURN", "state": "ME", "zip": "04212"}}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 17, 2009

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

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

    United States of America                      26-2139168
   (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                         256 Court Street, P.O. Box 3157
                              Auburn, Maine 04212
                    (Address of Principal Executive Offices)

                Auburn Bancorp, Inc. 2009 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

    Mr. Allen T. Sterling                    Robert B. Pomerenk, Esquire
President and Chief Executive Officer      Luse Gorman Pomerenk & Schick, P.C.
     Auburn Bancorp, Inc                   5335 Wisconsin Ave., N.W., Suite 780
  256 Court Street, P.O. Box 3157             Washington, DC 20015-2035
   Auburn, Maine 04212                            (202) 274-2000
     (207) 782-0400
  (Name, Address and Telephone
   Number of Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company" in Rule 12b-2 of the  Securities  Exchange  Act of 1934,  as
amended. (Check one):

Large accelerated filer[ ]   Accelerated filer [ ]     Non-accelerated filer [ ]
  Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 7,398 (2)             $ 8.00(4)               $59,184                 $3.30
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 24,660(3)             $ 8.00(4)              $197,280                $11.01
--------------------------------------------------------------------------------------------------------------------

TOTALS                            32,058                                     $256,464                $14.31
--------------------------------------------------------------------------------------------------------------------
-----------------------
(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 Auburn  Bancorp,  Inc. 2009 Equity  Incentive  Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common stock of Auburn  Bancorp,  Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(4)  Determined pursuant to 17 C.F.R. Section 230.457(c).

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

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

                                       2
PART I.

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

     The documents containing the information specified in Part 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 Company's  Annual Report on Form 10-K for the fiscal year ended June
30, 2009 (File No. 000-53370),  filed with the Commission on September 28, 2009,
pursuant to section 13(a) of the Securities Exchange Act of 1934, as amended;

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

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the Commission on August 14, 2008
(File No. 000-53370).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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

     Provisions in the Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers up to the fullest  extent  authorized  by
applicable  law and  regulations  of the  Office  of Thrift  Supervision  (OTS).
Section 545.121 of the OTS regulations are described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
               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.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

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

          (ii) In case of:

               a.   Settlement,

               b.   Final judgment against him or her, or

               c.   Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she was acting in
                    good  faith  within  the scope of his or her  employment  or
                    authority as he or she could  reasonably  have  perceived it
                    under the  circumstances  and for a purpose  he or she could
                    reasonably have believed under the  circumstances was in the
                    best  interest of the savings  association  or its  members.
                    However,  no  indemnification   shall  be  made  unless  the
                    association  gives the Office 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
                    settlement,  and any  disposition  of the action 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,
                    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
                    association in writing,  within such notice  period,  of its
                    objection thereto.

     (c) As used in this paragraph:

          (i)  "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" includes,  without  limitation,  any court to which or in
               which any appeal or any proceeding for review is brought;

          (iii) "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"  includes  the entry of a  judgment  by  consent  or
               confession or a plea of guilty or of nolo contendere.

                                       4
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       Auburn Bancorp, Inc. 2009 Equity
                  Incentive Plan                                                **

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

         23.2     Consent of Independent Registered Public Accounting Firm      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.  333-149723)  originally  filed by the Company under the
     Securities Act with the Commission on March 14, 2008, and all amendments or
     reports filed for the purpose of updating such description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Annual  Meeting  of  Stockholders   of  Auburn  Bancorp,   Inc.  (File  No.
     000-53370), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on October 19, 2009.

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 Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company has

                                       5
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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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 Auburn,  Maine, on this 15th day of
December, 2009.

                                          AUBURN BANCORP, INC.

                                    By:   /s/ Allen T. Sterling
Allen T. Sterling
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Auburn  Bancorp,  Inc. (the
"Company")  hereby  severally  constitute and appoint Allen T. Sterling,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Allen T. Sterling 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 Auburn Bancorp, Inc. 2009 Equity 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 Allen T. Sterling shall do or
cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act,  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/ Allen T. Sterling                       President and                               December 15, 2009
------------------------------------        Chief Executive Officer
Allen T. Sterling                           (Principal Executive Officer)

/s/ Rachel A. Haines                        Senior Vice President                       December 15, 2009
------------------------------------        and Treasurer
Rachel A. Haines                            (Principal Financial and Accounting
                                             Officer)

/s/ Claire D. Thompson                      Chairperson                                 December 15, 2009
------------------------------------
Claire D. Thompson

/s/ Philip R. St. Pierre                    Vice Chairperson                            December 15, 2009
------------------------------------
Philip R. St. Pierre
/s/ Bonnie G. Adams                         Director                                    December 15, 2009
------------------------------------
Bonnie G. Adams

/s/ Thomas J. Dean                          Director                                    December 15, 2009
------------------------------------
Thomas J. Dean

                                            Director
Peter E. Chalke

/s/ M. Kelly Matzen                         Director                                    December 15, 2009
------------------------------------
M. Kelly Matzen

/s/ Sharon A. Millett                       Director                                    December 15, 2009
------------------------------------
Sharon A. Millett
EXHIBIT INDEX
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       Auburn Bancorp, Inc. 2009 Equity Incentive Plan               **

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

         23.2     Consent of Independent Registered Public Accounting Firm      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.  333-149723)  originally  filed by the Company under the
     Securities Act with the Commission on March 14, 2008, and all amendments or
     reports filed for the purpose of updating such description.

**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Annual  Meeting  of  Stockholders   of  Auburn  Bancorp,   Inc.  (File  No.
     000-53370), filed by the Company under the Securities Exchange Act of 1934,
     as amended, on October 19, 2009.