Registration No. ________

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

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

                            FIRST ESSEX BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              --------------------


            DELAWARE                    6035                   04-2943217
  (STATE OR OTHER JURISDICTION     (COMMISSION FILE         (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)      NUMBER)            IDENTIFICATION NUMBER)


                  71 MAIN STREET, ANDOVER, MASSACHUSETTS 01810
                                 (508) 475-4313
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                COMMON STOCK OPTION AGREEMENT WITH IRVING J. GOSS
              COMMON STOCK OPTION AGREEMENT WITH BRIAN W. THOMPSON
                            (FULL TITLE OF THE PLANS)
                                ----------------

                                LEONARD A. WILSON
                            FIRST ESSEX BANCORP, INC.
                                 71 Main Street
                                Andover, MA 01810
                                 (508) 475-4313
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                    COPY TO:
                             STEPHEN J. COUKOS, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800

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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

==================================  =================  ===========================  ============================ ===================
Title of Each Class of Securities     Amount to be      Proposed Maximum Offering         Proposed Maximum        Aggregate Amount
       to be Registered                Registered          Price Per Share(1)       Aggregate Offering Price(1)  of Registration Fee
----------------------------------  -----------------  ---------------------------  ---------------------------- -------------------
<S>                                 <C>                <C>                          <C>                          <C>    
   Common Stock, $.10 par value      114,465 shares              $7.67                        $877,947                 $266.05
==================================  =================  ===========================  ============================ ===================

<FN>
(1)      Pursuant to Rule 457(h),  the offering  price is calculated  based upon
         the exercise price determined pursuant to the option agreements.
</FN>
</TABLE>




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by First Essex Bancorp,
Inc. (the  "Company")  with the Commission are  incorporated by reference in and
made a part of this Registration Statement, as of their respective dates:

         (i)      the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995;

         (ii)     the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1996;

         (iii)    the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended June 30, 1996;

         (iv)     the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended September 30, 1996;

         (v)      the Company's current report on Form 8-K dated August 5, 1996;

         (vi)     the  Company's  current  report on Form 8-K dated  January 14,
                  1997, as  supplemented  by Amendment No. 1 dated  February 13,
                  1997 and Amendment No. 2 dated February 21, 1997; and

         (vii)    the description of the Common Stock contained in the Company's
                  Form 8-A filed on August 21, 1987.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the filing of a  post-effective  amendment  indicating  that all of the
Common Stock offered  hereby has been sold, or  deregistering  all of the Common
Stock that, at the time of such post-effective  amendment remains unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part  hereof  from  the  date of  filing  of such  documents.  Any  statement
contained 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  herein,  or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Reference is made to the  description of the Common Stock  contained in
the  Company's  Form 8-A  filed on  August  21,  1987,  incorporated  herein  by
reference pursuant to Item 3 above.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify any director or officer made a party to any proceeding
against judgments, penalties, fines, settlements and reasonable expenses, unless
it is  established  that (i) the act or omission of the director was material to
the matter giving rise to the proceeding,  and was committed in bad faith or was
a result of deliberate  dishonesty,  (ii) director actually received an improper
personal  benefit or (iii) in a criminal  proceeding,  director  had  reasonable
cause to  believe  the act or  omission  was  unlawful.  A  director  may not be
indemnified in any proceeding charging improper personal benefit,


<PAGE>



if director was adjudged to be liable and, in a derivative  action,  there shall
not  be  indemnification  if  the  director  has  been  adjudged  liable  to the
corporation.  A director or officer of a corporation  who has been successful in
the defense of any proceeding  shall be  indemnified  against  reasonable  costs
incurred in such  defense.  Indemnification  may not be made  unless  authorized
pursuant to a determination  that the director has met the requisite standard of
conduct.

         Article V of the Company's By-Laws provides that any director,  officer
or any person serving as a director,  officer or agent of another corporation at
the request of the  Company's  Board of Directors (as evidenced by a vote of the
Company's Board of Directors) (the  "Indemnitee")  shall be indemnified and held
harmless by the Company to the fullest  extent  authorized  by Delaware  General
Corporation Law, against all expenses, liability and loss reasonably incurred or
suffered by the Indemnitee;  provided, however, that, except for actions by such
Indemnitee  against the Company to enforce the  indemnification  provision,  the
Company  shall   indemnify   Indemnitee   only  if  the   proceeding  for  which
indemnification  is sought was authorized and ratified by the Company's Board of
Directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.



<PAGE>



Item 8.  Exhibits.


<TABLE>
<CAPTION>
     Exhibit No.              Description                                    Exhibit
<S>                <C>                                            <C>
        4.1        Common Stock Option for Brian W.               Filed herewith as Exhibit 4.1
                   Thompson

        4.2        Common Stock Option for Irving J. Goss         Filed herewith as Exhibit 4.2

        4.3        Shareholder Rights Agreement, dated as         Incorporated by reference to First Essex's
                   of October 12,  1989,  as  amended,            Report on Form 8-K dated October  12,  1989 and
                   between  First Essex and The First             to Exhibit 28.2 of First Essex's Report on Form
                   National Bank of Boston as Rights Agent        8-K dated February 12, 1990

        4.4        Agreement and Plan of Reorganization,          Incorporated by reference to Exhibit 2.1 to First
                   dated as of August 5, 1996, by and             Essex's Registration Statement on Form S-4,
                   among First Essex, Fines Financial Corp.       Reg. No. 333-12793
                   and Pelham Bank and Trust Company, as
                   amended

       23.1        Consent of Arthur Andersen LLP                 Filed herewith as Exhibit 23.1

       23.2        Consent of Shatswell, MacLeod &                Filed herewith as Exhibit 23.2
                   Company, P.C.

         24        Power of Attorney                              Included in the signature page of this
                                                                  Registration Statement
</TABLE>

Item 9.  Undertakings.

         (a) 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.

         (b)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
First Essex  Bancorp,  Inc.  has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Andover, Commonwealth of Massachusetts, on this 21st day of February, 1997.

                            FIRST ESSEX BANCORP, INC.

                                               By:      /s/Leonard A. Wilson
                                               Name:    Leonard A. Wilson
                                               Title:   President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 relating to Common Stock has been signed
below by the following persons in the capacities and on the dates indicated; and
each of the  undersigned  officers and  directors of First Essex  Bancorp,  Inc.
hereby severally constitutes and appoints Leonard A. Wilson and David W. Dailey,
and each of them,  to sign for him,  and in his name in the  capacity  indicated
below, such Registration Statement on Form S-8 relating to Common Stock of First
Essex Bancorp,  Inc. for the purpose of registering  such  securities  under the
Securities Act of 1933, as amended,  and any and all amendments thereto,  hereby
ratifying and  confirming  our signatures as they may be signed by our attorneys
to such Registration Statement and any and all amendments thereto.


<TABLE>
<CAPTION>
Signature                                          Title                                   Date


<S>                                                <C>                                     <C>
 /s/Leonard A. Wilson                              President, Chief Executive Officer
Leonard A. Wilson                                  and Director                            February 21, 1997

 /s/David W. Dailey                                Principal Financial and Accounting
David W. Dailey                                    Officer, Executive Vice President       February 21, 1997

 /s/Thomas S. Barenboim
Thomas S. Barenboim                                Director                                February 21, 1997

                   
William L. Lane                                    Director                                February __, 1997

 /s/Frank J. Leone, Jr.
Frank J. Leone, Jr.                                Director                                February 21, 1997

 /s/Robert H. Watkinson
Robert H. Watkinson                                Director                                February 21, 1997

                       
Robert H. Pangione                                 Director                                February __, 1997

 /s/Augustine J. Fabiani
Augustine J. Fabiani                               Director                                February 21, 1997

 /s/Walter W. Topham                               Director                                February 21, 1997
Walter W. Topham
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14863}]
{"company-data": {"conformed-name": "FIRST ESSEX BANCORP INC", "cik": "0000808246", "assigned-sic": "6022", "irs-number": "042943217", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22183", "film-number": "97541192"}, "business-address": {"street1": "296 ESSEX ST", "city": "LAWRENCE", "state": "MA", "zip": "01840", "phone": "5086817500"}, "mail-address": {"street1": "71 MAIN STREET", "city": "ANDOVER", "state": "MA", "zip": "01810"}}
Registration No. ________

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

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

                            FIRST ESSEX BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              --------------------

            DELAWARE                    6035                   04-2943217
  (STATE OR OTHER JURISDICTION     (COMMISSION FILE         (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)      NUMBER)            IDENTIFICATION NUMBER)

                  71 MAIN STREET, ANDOVER, MASSACHUSETTS 01810
                                 (508) 475-4313
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                COMMON STOCK OPTION AGREEMENT WITH IRVING J. GOSS
              COMMON STOCK OPTION AGREEMENT WITH BRIAN W. THOMPSON
                            (FULL TITLE OF THE PLANS)
                                ----------------

                                LEONARD A. WILSON
                            FIRST ESSEX BANCORP, INC.
                                 71 Main Street
                                Andover, MA 01810
                                 (508) 475-4313
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------

                                    COPY TO:
                             STEPHEN J. COUKOS, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800

                          ----------------------------
CALCULATION OF REGISTRATION FEE

==================================  =================  ===========================  ============================ ===================
Title of Each Class of Securities     Amount to be      Proposed Maximum Offering         Proposed Maximum        Aggregate Amount
       to be Registered                Registered          Price Per Share(1)       Aggregate Offering Price(1)  of Registration Fee
----------------------------------  -----------------  ---------------------------  ---------------------------- -------------------
Common Stock, $.10 par value      114,465 shares              $7.67                        $877,947                 $266.05
==================================  =================  ===========================  ============================ ===================
(1)      Pursuant to Rule 457(h),  the offering  price is calculated  based upon
         the exercise price determined pursuant to the option agreements.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by First Essex Bancorp,
Inc. (the  "Company")  with the Commission are  incorporated by reference in and
made a part of this Registration Statement, as of their respective dates:

         (i)      the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995;

         (ii)     the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1996;

         (iii)    the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended June 30, 1996;

         (iv)     the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended September 30, 1996;

         (v)      the Company's current report on Form 8-K dated August 5, 1996;

         (vi)     the  Company's  current  report on Form 8-K dated  January 14,
                  1997, as  supplemented  by Amendment No. 1 dated  February 13,
                  1997 and Amendment No. 2 dated February 21, 1997; and

         (vii)    the description of the Common Stock contained in the Company's
                  Form 8-A filed on August 21, 1987.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the filing of a  post-effective  amendment  indicating  that all of the
Common Stock offered  hereby has been sold, or  deregistering  all of the Common
Stock that, at the time of such post-effective  amendment remains unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part  hereof  from  the  date of  filing  of such  documents.  Any  statement
contained 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  herein,  or in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference,  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Reference is made to the  description of the Common Stock  contained in
the  Company's  Form 8-A  filed on  August  21,  1987,  incorporated  herein  by
reference pursuant to Item 3 above.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify any director or officer made a party to any proceeding
against judgments, penalties, fines, settlements and reasonable expenses, unless
it is  established  that (i) the act or omission of the director was material to
the matter giving rise to the proceeding,  and was committed in bad faith or was
a result of deliberate  dishonesty,  (ii) director actually received an improper
personal  benefit or (iii) in a criminal  proceeding,  director  had  reasonable
cause to  believe  the act or  omission  was  unlawful.  A  director  may not be
indemnified in any proceeding charging improper personal benefit,
if director was adjudged to be liable and, in a derivative  action,  there shall
not  be  indemnification  if  the  director  has  been  adjudged  liable  to the
corporation.  A director or officer of a corporation  who has been successful in
the defense of any proceeding  shall be  indemnified  against  reasonable  costs
incurred in such  defense.  Indemnification  may not be made  unless  authorized
pursuant to a determination  that the director has met the requisite standard of
conduct.

         Article V of the Company's By-Laws provides that any director,  officer
or any person serving as a director,  officer or agent of another corporation at
the request of the  Company's  Board of Directors (as evidenced by a vote of the
Company's Board of Directors) (the  "Indemnitee")  shall be indemnified and held
harmless by the Company to the fullest  extent  authorized  by Delaware  General
Corporation Law, against all expenses, liability and loss reasonably incurred or
suffered by the Indemnitee;  provided, however, that, except for actions by such
Indemnitee  against the Company to enforce the  indemnification  provision,  the
Company  shall   indemnify   Indemnitee   only  if  the   proceeding  for  which
indemnification  is sought was authorized and ratified by the Company's Board of
Directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.
Exhibit No.              Description                                    Exhibit
4.1        Common Stock Option for Brian W.               Filed herewith as Exhibit 4.1
                   Thompson

        4.2        Common Stock Option for Irving J. Goss         Filed herewith as Exhibit 4.2

        4.3        Shareholder Rights Agreement, dated as         Incorporated by reference to First Essex's
                   of October 12,  1989,  as  amended,            Report on Form 8-K dated October  12,  1989 and
                   between  First Essex and The First             to Exhibit 28.2 of First Essex's Report on Form
                   National Bank of Boston as Rights Agent        8-K dated February 12, 1990

        4.4        Agreement and Plan of Reorganization,          Incorporated by reference to Exhibit 2.1 to First
                   dated as of August 5, 1996, by and             Essex's Registration Statement on Form S-4,
                   among First Essex, Fines Financial Corp.       Reg. No. 333-12793
                   and Pelham Bank and Trust Company, as
                   amended

       23.1        Consent of Arthur Andersen LLP                 Filed herewith as Exhibit 23.1

       23.2        Consent of Shatswell, MacLeod &                Filed herewith as Exhibit 23.2
                   Company, P.C.

         24        Power of Attorney                              Included in the signature page of this
                                                                  Registration Statement
Item 9.  Undertakings.

         (a) 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.

         (b)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
First Essex  Bancorp,  Inc.  has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Andover, Commonwealth of Massachusetts, on this 21st day of February, 1997.

                            FIRST ESSEX BANCORP, INC.

                                               By:      /s/Leonard A. Wilson
                                               Name:    Leonard A. Wilson
                                               Title:   President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 relating to Common Stock has been signed
below by the following persons in the capacities and on the dates indicated; and
each of the  undersigned  officers and  directors of First Essex  Bancorp,  Inc.
hereby severally constitutes and appoints Leonard A. Wilson and David W. Dailey,
and each of them,  to sign for him,  and in his name in the  capacity  indicated
below, such Registration Statement on Form S-8 relating to Common Stock of First
Essex Bancorp,  Inc. for the purpose of registering  such  securities  under the
Securities Act of 1933, as amended,  and any and all amendments thereto,  hereby
ratifying and  confirming  our signatures as they may be signed by our attorneys
to such Registration Statement and any and all amendments thereto.
Signature                                          Title                                   Date
/s/Leonard A. Wilson                              President, Chief Executive Officer
Leonard A. Wilson                                  and Director                            February 21, 1997

 /s/David W. Dailey                                Principal Financial and Accounting
David W. Dailey                                    Officer, Executive Vice President       February 21, 1997

 /s/Thomas S. Barenboim
Thomas S. Barenboim                                Director                                February 21, 1997

                   
William L. Lane                                    Director                                February __, 1997

 /s/Frank J. Leone, Jr.
Frank J. Leone, Jr.                                Director                                February 21, 1997

 /s/Robert H. Watkinson
Robert H. Watkinson                                Director                                February 21, 1997

                       
Robert H. Pangione                                 Director                                February __, 1997

 /s/Augustine J. Fabiani
Augustine J. Fabiani                               Director                                February 21, 1997

 /s/Walter W. Topham                               Director                                February 21, 1997
Walter W. Topham