<PAGE> 1

As filed with the Securities and Exchange Commission on January 27, 1999 
                                                 Registration No. ______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
             -------------------------------------------------------

                             BAY STATE BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

     DELAWARE                         6036                      04-3398630
(State of Incorporation) (Primary Standard Classification     (IRS Employer 
                                  Code Number)               Identification No.)

                               1299 BEACON STREET
                               BROOKLINE, MA 02446
                                 (617) 739-9500
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

             BAY STATE BANCORP, INC. 1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                                  COPIES TO:
      JOHN F. MURPHY                              LAWRENCE M.F. SPACCASI, ESQ.
      PRESIDENT, CHIEF EXECUTIVE OFFICER,         ERIC S. KRACOV, ESQ.
      AND CHAIRMAN OF THE BOARD                   MULDOON, MURPHY & FAUCETTE LLP
      BAY STATE BANCORP, INC.                     5101 WISCONSIN AVENUE, N.W.
      1299 BEACON STREET                          WASHINGTON, D.C.  20016
      BROOKLINE, MA 02466                         (202) 362-0840
      (617) 739-9500

      (Name, Address and Telephone Number of Agent for Services)

<TABLE>
<CAPTION>
==================================================================================================
 Title of Securities     Amount to be   Proposed Purchase  Estimated Aggregate      Amount of
  to be Registered       Registered(1)   Price Per Share     Offering Price(2)   Registration Fee
--------------------------------------------------------------------------------------------------
  <S>                    <C>              <C>                 <C>                    <C>
   Common Stock           253,523
  $.01 par Value         Shares (3)       $21.813(4)          $5,530,097.199         $1,537.37
--------------------------------------------------------------------------------------------------
   Common Stock           101,409
  $.01 par Value         Shares (5)       $22.308(6)          $2,262,231.972         $  628.90
==================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Bay State Bancorp,  Inc. 1998 Stock-Based  Incentive Plan (the "Plan") as
   the result of a stock  split,  stock  dividend or similar  adjustment  of the
   outstanding  Common Stock of Bay State  Bancorp,  Inc.  pursuant to 17 C.F.R.
   Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents  the total number of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $19.75 per
   share at which options for 242,550 shares have been granted to date under the
   Plan and by $21.813, the market value of the Common Stock on January 25, 1999
   as  determined  by the  average  of the high  and low  prices  listed  on the
   American  Stock  Exchange as  reported in the Wall Street  Journal for 10,973
   shares for which options have not yet been granted under the Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents the  total number of
   shares currently available for issuance as stock awards under the Plan.
(6)The weighted  average price  determined by the  aggregate  purchase  price of
   $22.308 at which the 101,409 shares have been purchased for satisfying awards
   under the Plan.
</TABLE>

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 14
Exhibit Index begins on Page 6


<PAGE> 2



PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Bay State Bancorp,
Inc. 1998 Stock- Based  Incentive  Plan (the "1998 Plan")  required by Part I of
the registration statement will be sent or given to the participants in the 1998
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a 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  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

      (a) Bay State Bancorp,  Inc.'s (the "Company" or the "Registrant")  Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1998,  which  includes
the consolidated  balance sheets of Bay State Bancorp,  Inc. and subsidiaries as
of  March  31,  1998  and  1997,  and the  related  consolidated  statements  of
operations, changes in retained earnings and cash flows for each of the years in
the three-year period ended March 31, 1998,  together with the related notes and
the report of the independent auditors filed with the SEC on June 29, 1998 (File
No. 1-13691).

      (b) The  Form  10-QSB  reports  filed  by the  Registrant  for the  fiscal
quarters ended June 30 and September 30, 1998 (File No. 1-13691), filed with the
SEC on August 12 and November 12, 1998, respectively.

      (c) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 1-13691), as filed with the SEC, pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated  thereunder,  on December 9, 1997 and declared effective on February
11, 1998,  as  incorporated  by  reference  from the  Registrant's  Registration
Statement on Form SB-2 (SEC No. 333-40115) as amended and declared  effective on
February 11, 1998.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                      2

<PAGE> 3



ITEM 4. DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such indemnitee in connection  therewith;  provided,  however,  that,  except as
provided in Section C hereof with respect to  proceedings  to enforce  rights to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in

                                      3

<PAGE> 4



advance of its final  disposition  (hereinafter  an  "advancement of expenses");
provided,  however,  that, if the Delaware General Corporation Law requires,  an
advancement  of expenses  incurred by an  indemnitee in his or her capacity as a
Director or Officer  (and not in any other  capacity in which  service was or is
rendered  by such  indemnitee,  including,  without  limitation,  services to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"),  by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall  ultimately  be determined by final
judicial decision from which there is no further right to appeal  (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The rights to indemnification and
to the  advancement  of expenses  conferred  in Sections A and B of this Article
TENTH  shall  be  contract  rights  and  such  rights  shall  continue  as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire

                                      4

<PAGE> 5



under any statute,  the  Corporation's  Certificate  of  Incorporation,  Bylaws,
agreement, vote of stockholders or Disinterested Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

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

     The  registrant  is also  permitted to maintain  directors'  and  officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling the Registrant,
the Registrant has been informed that in the opinion of the Commission that such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.



                                      5

<PAGE> 6



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following  exhibits are filed with or  incorporated  by reference  into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

     (a)  List of Exhibits (filed herewith unless otherwise noted)

     3.1  Certificate of Incorporation of the Registrant.1
     3.2  Bylaws of the Registrant.1
     4    Bay State Bancorp, Inc. 1998 Stock-Based Incentive Plan 2
     5    Opinion of  Muldoon,  Murphy & Faucette LLP as to the  legality of the
          Common Stock registered hereby.
     23.1 Consent of Shatswell, MacLeod & Company, P.C.
     24   Powers of Attorney (contained on the signature pages).
-----------------------

     1   Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No.  333-40115),  as  amended  and  declared  effective  by the  SEC on
         February 11, 1998.
      2  Incorporated herein by reference from Appendix A of the Company's proxy
         statement  for the September  29, 1998 annual  meeting of  stockholders
         filed with SEC on August 14, 1998.

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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  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)

                                      6

<PAGE> 7


               which,  individually or in the aggregate, represent a fundamental
               change  in  the  information   set  forth  in  the   registration
               statement; and

         (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.

     (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; and

     (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) That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees,  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 SEC such  indemnification is against
public policy as expressed in such 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  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 such Act
will be governed by the final adjudication of such issue.


                                      7

<PAGE> 8



                                  SIGNATURES

    THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  Bay
State Bancorp,  Inc. 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 Brookline,  State of Massachusetts,  on January
27, 1999.
                                      Bay State Bancorp, Inc.

                                      By: /s/ John F. Murphy
                                          -----------------------------------
                                          John F. Murphy
                                          President, Chief Executive Officer,
                                          and Chairman of the Board

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Murphy)  constitutes  and appoints John F. Murphy and Mr.
Murphy hereby  constitutes and appoints Denise Renaghan,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

    Name                            Title                           Date
    ----                            -----                           ----

/s/ John F. Murphy            President, Chief Executive       January 27, 1999
------------------------      Officer and Chairman of the 
John F. Murphy                Board of Directors
                              (principal executive officer)


/s/ Denise M. Renaghan        Executive Vice President,         January 27, 1999
------------------------      Chief Operating Officer
Denise M. Renaghan            and Director
                              




<PAGE> 9





/s/ Michael O. Gilles         Chief Financial Officer           January 27, 1999
-------------------------     (principal accounting and
Michael O. Gilles             principal financial officer)
                              

/s/ Robert B. Cleary          Director                          January 27, 1999
-------------------------
Robert B. Cleary


/s/ Jerome R. Dangel          Director                          January 27, 1999
-------------------------
Jerome R. Dangel


                              Director                          
-------------------------
Leo F. Grace


/s/ Richard F. Hughes         Director                          January 27, 1999
-------------------------
Richard F. Hughes


/s/ Richard F. McBride        Director                          January 27, 1999
-------------------------
Richard F. McBride


/s/ Kent T. Spellman          Director                          January 27, 1999
-------------------------
Kent T. Spellman


                              Director                          
-------------------------
H. Chester Webster
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26894}]
{"company-data": {"conformed-name": "BAY STATE BANCORP INC", "cik": "0001048767", "assigned-sic": "6035", "irs-number": "043398630", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71263", "film-number": "99514139"}, "business-address": {"street1": "1299 BEACON ST", "city": "BROOKLINE", "state": "MA", "zip": "02146", "phone": "6177399500"}, "mail-address": {"street1": "1299 BEACON ST", "city": "BROOKLINE", "state": "MA", "zip": "02146"}}
1

As filed with the Securities and Exchange Commission on January 27, 1999 
                                                 Registration No. ______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
             -------------------------------------------------------

                             BAY STATE BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

     DELAWARE                         6036                      04-3398630
(State of Incorporation) (Primary Standard Classification     (IRS Employer 
                                  Code Number)               Identification No.)

                               1299 BEACON STREET
                               BROOKLINE, MA 02446
                                 (617) 739-9500
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

             BAY STATE BANCORP, INC. 1998 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                                  COPIES TO:
      JOHN F. MURPHY                              LAWRENCE M.F. SPACCASI, ESQ.
      PRESIDENT, CHIEF EXECUTIVE OFFICER,         ERIC S. KRACOV, ESQ.
      AND CHAIRMAN OF THE BOARD                   MULDOON, MURPHY & FAUCETTE LLP
      BAY STATE BANCORP, INC.                     5101 WISCONSIN AVENUE, N.W.
      1299 BEACON STREET                          WASHINGTON, D.C.  20016
      BROOKLINE, MA 02466                         (202) 362-0840
      (617) 739-9500

      (Name, Address and Telephone Number of Agent for Services)
==================================================================================================
 Title of Securities     Amount to be   Proposed Purchase  Estimated Aggregate      Amount of
  to be Registered       Registered(1)   Price Per Share     Offering Price(2)   Registration Fee
--------------------------------------------------------------------------------------------------
Common Stock           253,523
  $.01 par Value         Shares (3)       $21.813(4)          $5,530,097.199         $1,537.37
--------------------------------------------------------------------------------------------------
   Common Stock           101,409
  $.01 par Value         Shares (5)       $22.308(6)          $2,262,231.972         $  628.90
==================================================================================================
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the Bay State Bancorp,  Inc. 1998 Stock-Based  Incentive Plan (the "Plan") as
   the result of a stock  split,  stock  dividend or similar  adjustment  of the
   outstanding  Common Stock of Bay State  Bancorp,  Inc.  pursuant to 17 C.F.R.
   Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents  the total number of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $19.75 per
   share at which options for 242,550 shares have been granted to date under the
   Plan and by $21.813, the market value of the Common Stock on January 25, 1999
   as  determined  by the  average  of the high  and low  prices  listed  on the
   American  Stock  Exchange as  reported in the Wall Street  Journal for 10,973
   shares for which options have not yet been granted under the Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents the  total number of
   shares currently available for issuance as stock awards under the Plan.
(6)The weighted  average price  determined by the  aggregate  purchase  price of
   $22.308 at which the 101,409 shares have been purchased for satisfying awards
   under the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 14
Exhibit Index begins on Page 6
2

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Bay State Bancorp,
Inc. 1998 Stock- Based  Incentive  Plan (the "1998 Plan")  required by Part I of
the registration statement will be sent or given to the participants in the 1998
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a 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  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

      (a) Bay State Bancorp,  Inc.'s (the "Company" or the "Registrant")  Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1998,  which  includes
the consolidated  balance sheets of Bay State Bancorp,  Inc. and subsidiaries as
of  March  31,  1998  and  1997,  and the  related  consolidated  statements  of
operations, changes in retained earnings and cash flows for each of the years in
the three-year period ended March 31, 1998,  together with the related notes and
the report of the independent auditors filed with the SEC on June 29, 1998 (File
No. 1-13691).

      (b) The  Form  10-QSB  reports  filed  by the  Registrant  for the  fiscal
quarters ended June 30 and September 30, 1998 (File No. 1-13691), filed with the
SEC on August 12 and November 12, 1998, respectively.

      (c) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 1-13691), as filed with the SEC, pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated  thereunder,  on December 9, 1997 and declared effective on February
11, 1998,  as  incorporated  by  reference  from the  Registrant's  Registration
Statement on Form SB-2 (SEC No. 333-40115) as amended and declared  effective on
February 11, 1998.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                      2
3

ITEM 4. DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such indemnitee in connection  therewith;  provided,  however,  that,  except as
provided in Section C hereof with respect to  proceedings  to enforce  rights to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in

                                      3
4

advance of its final  disposition  (hereinafter  an  "advancement of expenses");
provided,  however,  that, if the Delaware General Corporation Law requires,  an
advancement  of expenses  incurred by an  indemnitee in his or her capacity as a
Director or Officer  (and not in any other  capacity in which  service was or is
rendered  by such  indemnitee,  including,  without  limitation,  services to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"),  by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall  ultimately  be determined by final
judicial decision from which there is no further right to appeal  (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The rights to indemnification and
to the  advancement  of expenses  conferred  in Sections A and B of this Article
TENTH  shall  be  contract  rights  and  such  rights  shall  continue  as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire

                                      4
5

under any statute,  the  Corporation's  Certificate  of  Incorporation,  Bylaws,
agreement, vote of stockholders or Disinterested Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

     A  Director  of this  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

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

     The  registrant  is also  permitted to maintain  directors'  and  officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling the Registrant,
the Registrant has been informed that in the opinion of the Commission that such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                      5
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following  exhibits are filed with or  incorporated  by reference  into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

     (a)  List of Exhibits (filed herewith unless otherwise noted)

     3.1  Certificate of Incorporation of the Registrant.1
     3.2  Bylaws of the Registrant.1
     4    Bay State Bancorp, Inc. 1998 Stock-Based Incentive Plan 2
     5    Opinion of  Muldoon,  Murphy & Faucette LLP as to the  legality of the
          Common Stock registered hereby.
     23.1 Consent of Shatswell, MacLeod & Company, P.C.
     24   Powers of Attorney (contained on the signature pages).
-----------------------

     1   Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No.  333-40115),  as  amended  and  declared  effective  by the  SEC on
         February 11, 1998.
      2  Incorporated herein by reference from Appendix A of the Company's proxy
         statement  for the September  29, 1998 annual  meeting of  stockholders
         filed with SEC on August 14, 1998.

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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  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)

                                      6
7

               which,  individually or in the aggregate, represent a fundamental
               change  in  the  information   set  forth  in  the   registration
               statement; and

         (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.

     (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; and

     (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) That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees,  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 SEC such  indemnification is against
public policy as expressed in such 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 trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  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 such Act
will be governed by the final adjudication of such issue.

                                      7
8

                                  SIGNATURES

    THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  Bay
State Bancorp,  Inc. 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 Brookline,  State of Massachusetts,  on January
27, 1999.
                                      Bay State Bancorp, Inc.

                                      By: /s/ John F. Murphy
                                          -----------------------------------
                                          John F. Murphy
                                          President, Chief Executive Officer,
                                          and Chairman of the Board

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Murphy)  constitutes  and appoints John F. Murphy and Mr.
Murphy hereby  constitutes and appoints Denise Renaghan,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

    Name                            Title                           Date
    ----                            -----                           ----

/s/ John F. Murphy            President, Chief Executive       January 27, 1999
------------------------      Officer and Chairman of the 
John F. Murphy                Board of Directors
                              (principal executive officer)

/s/ Denise M. Renaghan        Executive Vice President,         January 27, 1999
------------------------      Chief Operating Officer
Denise M. Renaghan            and Director
9

/s/ Michael O. Gilles         Chief Financial Officer           January 27, 1999
-------------------------     (principal accounting and
Michael O. Gilles             principal financial officer)
                              

/s/ Robert B. Cleary          Director                          January 27, 1999
-------------------------
Robert B. Cleary

/s/ Jerome R. Dangel          Director                          January 27, 1999
-------------------------
Jerome R. Dangel

                              Director                          
-------------------------
Leo F. Grace

/s/ Richard F. Hughes         Director                          January 27, 1999
-------------------------
Richard F. Hughes

/s/ Richard F. McBride        Director                          January 27, 1999
-------------------------
Richard F. McBride

/s/ Kent T. Spellman          Director                          January 27, 1999
-------------------------
Kent T. Spellman

                              Director                          
-------------------------
H. Chester Webster