As filed with the Securities and Exchange Commission on June 11, 1999
                                                   Registration No. 333-________

         -------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            Farnsworth Bancorp, Inc.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           New Jersey                                         22-3591051
-------------------------------                            -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                              789 Farnsworth Avenue
                           Bordentown,New Jersey 08505
                                 (609) 298-0723
                                 --------------
                    (Address of Principal Executive Offices)

                            Farnsworth Bancorp, Inc.
                             1999 Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                                         Proposed Maximum
       Title of                                   Proposed Maximum      Aggregate Offering          Amount of
     Securities To             Amount To         Offering Price Per             Price             Registration
     Be Registered           Be Registered              Share                                           Fee
     Common Stock
<S> <C>                    <C>                        <C>                <C>                       <C>
    $.10 par value         37,985 shares (1)                  (2)          $ 399,317(2)              $111.01
======================== ====================== ====================== ====================== ======================
</TABLE>

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the  Farnsworth  Bancorp,  Inc.
         1999  Stock  Option  Plan  consists  of 37,985  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions are being registered hereunder for which no additional fee
         is required.

(2)      An aggregate of 37,985  shares are being  registered  hereby,  of which
         26,587 shares are under option at a weighted  average exercise price of
         $10.625 per share  ($282,487 in the  aggregate).  The remainder of such
         shares, which are not presently subject to options (11,398 shares), are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board on June 8, 1999 of $10.25 per share  ($116,830 in the  aggregate)
         for a total offering of $399,317.


         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
shall be effective upon filing with the SEC.



<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 37,985
shares of Farnsworth Bancorp, Inc. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the  Farnsworth  Bancorp,  Inc. 1999 Stock Option Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  July  14,  1998  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The Company's  Registration  Statement on Form SB-2 (No. 333-56689)
filed with the Commission on June 12, 1998 and amendments thereto;

         (2) The  Company's  Annual  Report on Form 10-KSB  filed for the fiscal
year ended September 30, 1998, as filed with the Commission;

         (3) The  Company's  Quarterly  Report on Form  10-QSB for the  quarters
ended March 31, 1999,  and December  31, 1998,  respectively,  as filed with the
Commission;

         (4) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of Stockholders, as filed with the Commission;

         (5) The  Company's  Definitive  Proxy  Statement  related  the  Special
Meeting of Stockholders held on April 6, 1999, as filed with the Commission; and

         (6) The Company's  Registration Statement on Form 8-A as filed with the
Commission on July 14, 1998.

                                       1
<PAGE>


         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Section 17 of the Articles of  Incorporation  of the  Company,  require
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       2
<PAGE>


Item 9.  Undertakings.
------

    (a)      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;

             (i)      To include any prospectus required by Section 10(a)(3)  of
             the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
             the  effective  date of the  Registration  Statement  (or the  most
             recent post-effective amendment thereof) which,  individually or in
             the aggregate,  represent a fundamental  change in the  information
             set forth in the Registration Statement;

             (iii) To include any material  information with respect to the plan
             of  distribution  not  previously  disclosed  in  the  Registration
             Statement  or  any  material  change  to  such  information  in the
             Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

             (4) If the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

    (b) The  undersigned  registrant  hereby  undertakes  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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.


                                       3
<PAGE>




    (c) The undersigned  registrant  hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

    (d) 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
1933  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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Bordentown in the State of New Jersey, on the 7th day
of June 1999.

                            FARNSWORTH BANCORP, INC.


                                       By: /s/ Gary N. Pelehaty
                                           -------------------------------------
                                           Gary N. Pelehaty
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)



                                POWER OF ATTORNEY

    We, the undersigned  directors and officers of Farnsworth Bancorp,  Inc., do
hereby severally  constitute and appoint Gary N. Pelehaty as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Gary N. Pelehaty may deem
necessary  or advisable to enable  Farnsworth  Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that  said  Gary N.  Pelehaty  shall do or cause to be done by
virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                                      <C>
/s/ Gary N. Pelehaty                      /s/ Charles Alessi
-------------------------------------     --------------------------------------------
Gary N. Pelehaty                          Charles Alessi
President and Chief Executive Officer     Vice President, Secretary and Treasurer
(Principal Executive Officer)             (Principal Accounting and Financial Officer)

Date: June 7, 1999                        Date: June 7, 1999
      -------------                             -------------


/s/ Herman Gutstein                       /s/ George G. Aaronson, Jr.
-------------------------------------     --------------------------------------------
Herman Gutstein                           George G. Aaronson, Jr.
Chairman of the Board                     Director

Date:   June 7, 1999                      Date: June 7, 1999
        ------------                            -------------




<PAGE>



/s/ G. Edward Koenig, Jr.                 /s/ Edgar N. Peppler
-------------------------------------     --------------------------------------
G. Edward Koenig, Jr.                     Edgar N. Peppler
Director                                  Director

Date:   June 7, 1999                      Date:    June 7, 1999
        ------------                               ------------


/s/ William H. Wainwright, Jr.            /s/ Charles E. Adams
-------------------------------------     --------------------------------------
William H. Wainwright, Jr.                Charles E. Adams
Director                                  Director
Date:     June 7, 1999                    Date:     June 7, 1999
          ------------                              ------------
</TABLE>

<PAGE>



                                INDEX TO EXHIBITS


Exhibit                                     Description
-------                                     -----------

  4.1                      Farnsworth Bancorp, Inc.
                           1999 Stock Option Plan

  4.2                      Form of Stock Option Agreement to be entered into
                           with respect to Incentive Stock Options

  4.3                      Form of Stock  Option  Agreement  to be entered  into
                           with  Directors with respect to  Non-Incentive  Stock
                           Options

 4.4                       Form of Stock Award Tax Notice

  5.1                      Opinion  of  Malizia  Spidi & Fisch,  P.C.  as to the
                           validity of the Common Stock being registered

  23.1                     Consent of Malizia Spidi & Fisch, P.C. (appears
                           in their opinion filed as Exhibit 5.1)

  23.2                     Consent of Kronick Kalada Berdy & Co.

  23.3                     Consent of Lewis W. Parker, III

  24                       Reference is made to the Signatures section of this
                           Registration Statement for the Power of Attorney
                           contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20738}]
{"company-data": {"conformed-name": "FARNSWORTH BANCORP INC", "cik": "0001063568", "assigned-sic": "6035", "irs-number": "223591051", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80441", "film-number": "99644532"}, "business-address": {"street1": "789 FARNSWORTH AVENUE", "city": "BORDENTOWN", "state": "NJ", "zip": "08505"}, "mail-address": {"street1": "789 FARNSWORTH AVENUE", "city": "BORDENTOWN", "state": "NJ", "zip": "08505"}}
As filed with the Securities and Exchange Commission on June 11, 1999
                                                   Registration No. 333-________

         -------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            Farnsworth Bancorp, Inc.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           New Jersey                                         22-3591051
-------------------------------                            -------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                              789 Farnsworth Avenue
                           Bordentown,New Jersey 08505
                                 (609) 298-0723
                                 --------------
                    (Address of Principal Executive Offices)

                            Farnsworth Bancorp, Inc.
                             1999 Stock Option Plan
                             ----------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                                         Proposed Maximum
       Title of                                   Proposed Maximum      Aggregate Offering          Amount of
     Securities To             Amount To         Offering Price Per             Price             Registration
     Be Registered           Be Registered              Share                                           Fee
     Common Stock
$.10 par value         37,985 shares (1)                  (2)          $ 399,317(2)              $111.01
======================== ====================== ====================== ====================== ======================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the  Farnsworth  Bancorp,  Inc.
         1999  Stock  Option  Plan  consists  of 37,985  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions are being registered hereunder for which no additional fee
         is required.

(2)      An aggregate of 37,985  shares are being  registered  hereby,  of which
         26,587 shares are under option at a weighted  average exercise price of
         $10.625 per share  ($282,487 in the  aggregate).  The remainder of such
         shares, which are not presently subject to options (11,398 shares), are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board on June 8, 1999 of $10.25 per share  ($116,830 in the  aggregate)
         for a total offering of $399,317.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
shall be effective upon filing with the SEC.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 37,985
shares of Farnsworth Bancorp, Inc. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the  Farnsworth  Bancorp,  Inc. 1999 Stock Option Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  July  14,  1998  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The Company's  Registration  Statement on Form SB-2 (No. 333-56689)
filed with the Commission on June 12, 1998 and amendments thereto;

         (2) The  Company's  Annual  Report on Form 10-KSB  filed for the fiscal
year ended September 30, 1998, as filed with the Commission;

         (3) The  Company's  Quarterly  Report on Form  10-QSB for the  quarters
ended March 31, 1999,  and December  31, 1998,  respectively,  as filed with the
Commission;

         (4) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of Stockholders, as filed with the Commission;

         (5) The  Company's  Definitive  Proxy  Statement  related  the  Special
Meeting of Stockholders held on April 6, 1999, as filed with the Commission; and

         (6) The Company's  Registration Statement on Form 8-A as filed with the
Commission on July 14, 1998.

                                       1
All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Section  14A:3-5 of the New Jersey  Business  Corporation Act describes
those circumstances under which directors, officers, employees and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         Section 17 of the Articles of  Incorporation  of the  Company,  require
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under New Jersey law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       2
Item 9.  Undertakings.
------

    (a)      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;

             (i)      To include any prospectus required by Section 10(a)(3)  of
             the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
             the  effective  date of the  Registration  Statement  (or the  most
             recent post-effective amendment thereof) which,  individually or in
             the aggregate,  represent a fundamental  change in the  information
             set forth in the Registration Statement;

             (iii) To include any material  information with respect to the plan
             of  distribution  not  previously  disclosed  in  the  Registration
             Statement  or  any  material  change  to  such  information  in the
             Registration Statement;

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

             (4) If the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

    (b) The  undersigned  registrant  hereby  undertakes  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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

                                       3
(c) The undersigned  registrant  hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

    (d) 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
1933  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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Bordentown in the State of New Jersey, on the 7th day
of June 1999.

                            FARNSWORTH BANCORP, INC.

                                       By: /s/ Gary N. Pelehaty
                                           -------------------------------------
                                           Gary N. Pelehaty
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

    We, the undersigned  directors and officers of Farnsworth Bancorp,  Inc., do
hereby severally  constitute and appoint Gary N. Pelehaty as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Gary N. Pelehaty may deem
necessary  or advisable to enable  Farnsworth  Bancorp,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that  said  Gary N.  Pelehaty  shall do or cause to be done by
virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
/s/ Gary N. Pelehaty                      /s/ Charles Alessi
-------------------------------------     --------------------------------------------
Gary N. Pelehaty                          Charles Alessi
President and Chief Executive Officer     Vice President, Secretary and Treasurer
(Principal Executive Officer)             (Principal Accounting and Financial Officer)

Date: June 7, 1999                        Date: June 7, 1999
      -------------                             -------------

/s/ Herman Gutstein                       /s/ George G. Aaronson, Jr.
-------------------------------------     --------------------------------------------
Herman Gutstein                           George G. Aaronson, Jr.
Chairman of the Board                     Director

Date:   June 7, 1999                      Date: June 7, 1999
        ------------                            -------------
/s/ G. Edward Koenig, Jr.                 /s/ Edgar N. Peppler
-------------------------------------     --------------------------------------
G. Edward Koenig, Jr.                     Edgar N. Peppler
Director                                  Director

Date:   June 7, 1999                      Date:    June 7, 1999
        ------------                               ------------

/s/ William H. Wainwright, Jr.            /s/ Charles E. Adams
-------------------------------------     --------------------------------------
William H. Wainwright, Jr.                Charles E. Adams
Director                                  Director
Date:     June 7, 1999                    Date:     June 7, 1999
          ------------                              ------------
INDEX TO EXHIBITS

Exhibit                                     Description
-------                                     -----------

  4.1                      Farnsworth Bancorp, Inc.
                           1999 Stock Option Plan

  4.2                      Form of Stock Option Agreement to be entered into
                           with respect to Incentive Stock Options

  4.3                      Form of Stock  Option  Agreement  to be entered  into
                           with  Directors with respect to  Non-Incentive  Stock
                           Options

 4.4                       Form of Stock Award Tax Notice

  5.1                      Opinion  of  Malizia  Spidi & Fisch,  P.C.  as to the
                           validity of the Common Stock being registered

  23.1                     Consent of Malizia Spidi & Fisch, P.C. (appears
                           in their opinion filed as Exhibit 5.1)

  23.2                     Consent of Kronick Kalada Berdy & Co.

  23.3                     Consent of Lewis W. Parker, III

  24                       Reference is made to the Signatures section of this
                           Registration Statement for the Power of Attorney
                           contained therein