<PAGE> 1

As filed with the Securities and Exchange Commission on April 5, 2000
                                                Registration No. 333-90865

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CONNECTICUT BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                         6035                  APPLIED FOR
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                 923 MAIN STREET
                          MANCHESTER, CONNECTICUT 06040
                                 (860) 646-1700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         THE SAVINGS BANK OF MANCHESTER
                                  SAVINGS PLAN
                            (Full Title of the Plan)
                     --------------------------------------

RICHARD P. MEDUSKI                        COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     DOUGLAS P. FAUCETTE, ESQUIRE
CONNECTICUT BANCSHARES, INC.              ERIC S. KRACOV, ESQUIRE
923 MAIN STREET                           MULDOON, MURPHY & FAUCETTE LLP
MANCHESTER , CONNECTICUT 06040            5101 WISCONSIN AVENUE, N.W.
(860) 646-1700                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code, of agent for service)

    If any of the securities being registered on this Form are to be offered
   on a delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
<TABLE>
<CAPTION>
=====================================================================================================
  Title of each Class of      Amount to be     Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered  Registered (1)    Price Per Share     Offering Price(2)        Fee
-----------------------------------------------------------------------------------------------------
   <S>                          <C>               <C>                 <C>                 <C>
    Common Stock                972,033
   $.01 par Value               Shares            $10.69(3)           $10,391,033         $2,743
-----------------------------------------------------------------------------------------------------
    Participation
      Interests                  (4)                                                        (5)
=====================================================================================================
</TABLE>
(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 Savings Bank of  Manchester  Savings Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock  of  Connecticut  Bancshares,   Inc.  pursuant  to  17  C.F.R.  Section
   230.416(a).
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The last sale price of the common stock of Connecticut Bancshares, Inc.  (the
   "Common Stock") as reported on the Nasdaq National Market ("Nasdaq") on March
   29, 2000 in accordance with 17 C.F.R. Section 230.457(c).
(4)In addition,  pursuant to  17 C.F.R.  Section 230.416(c),  this  registration
   statement also covers an  indeterminate  amount of interests to be offered or
   sold pursuant to the employee  benefit plan  described  herein based upon the
   maximum  amount  that could be issued  under the plan  pursuant  to 17 C.F.R.
   Section 230.457(h).
(5)In  accordance  with 17 C.F.R. Section 230.457(h), the  registration  fee has
   been calculated on the basis of the number of shares of Common Stock that may
   be purchased with the current assets of such Plan.  Accordingly,  no separate
   fee is required for the participation interests.

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 12
Exhibit Index begins on Page 10


<PAGE> 2



CONNECTICUT BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for The Savings Bank of
Manchester  Savings  Plan  (the  "Savings  Plan")  required  by  Part  I of  the
Registration  Statement will be sent or given to the participants in the Savings
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 a prospectus or prospectus  supplement 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) The Prospectus filed with the SEC by Connecticut Bancshares, Inc. (the
"Registrant")  (File No.  333-90865)  pursuant to Rule  424(b)(3) on January 27,
2000,  which  includes:  (1) the  consolidated  balance  sheets  of  Connecticut
Bankshares,  M.H.C.  and its  subsidiary,  The Savings Bank of  Manchester  (the
"Bank"),  as of  December  31,  1997  and  1998,  and the  related  consolidated
statements  of  operations,  changes in  capital  and cash flows for each of the
years in the three year  period  ended  December  31,  1998,  together  with the
related  notes  and  the  report  of  Arthur  Andersen  LLP  independent  public
accountants,  and (2) the unaudited  consolidated  balance sheet of  Connecticut
Bankshares,  M.H.C.  and its  subsidiary,  the Bank, as of August 31, 1999,  the
unaudited  consolidated  statements of  operations  and cash flows for the eight
months ended August 31, 1998 and 1999 and the unaudited  consolidated  statement
of changes in capital for the eight months ended August 31, 1999.

      (b)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-28389),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder, on December 6, 1999.

      (c) The  Savings  Plan's  annual  report on Form  11-K for the year  ended
December 31, 1999, filed with the SEC on April 5, 2000.

      (d) All documents  filed by the  Registrant  and the Savings  Plan,  where
applicable,  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 Savings Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article X and XI of the Registrant's  Certificate of  Incorporation  provides 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  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,

                                        3

<PAGE> 4



      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 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.


                                        4

<PAGE> 5



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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of Connecticut Bancshares, Inc.1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings Plan and any  amendment  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the plan.
      10.1     The Savings Bank of Manchester Savings Plan 1
      23       Consent of Arthur Andersen LLP

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on Form S-1 (SEC No. 333-90865), as amended.


                                        5

<PAGE> 6



Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   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;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan'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 the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a 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 the Act and
will be governed by the final adjudication of such issue.


                                      6

<PAGE> 7




                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly  authorized,  in the City of  Manchester,  State of
Connecticut, on April 5, 2000.


                                      CONNECTICUT BANCSHARES, INC.


                                      By:/s/ Richard P. Meduski
                                         ---------------------------------------
                                      Richard P. Meduski
                                      President, Chief Executive
                                      Officer and Director


      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/ Richard P. Meduski          President, Chief Executive      April 5, 2000
----------------------          Officer and Director
Richard P. Meduski              (principal executive officer)



/s/ Nicholas B. Mason           Senior Vice President and       April 5, 2000
---------------------           Chief Financial Officer
Nicholas B. Mason               (principal accounting and
                                financial officer)


/s/ Thomas A. Bailey            Director                        April 5, 2000
--------------------
Thomas A. Bailey


/s/ A. Paul Berte               Director                        April 5, 2000
---------------------
A. Paul Berte


/s/ Timothy J. Devanney         Director                        April 5, 2000
-----------------------
Timothy J. Devanney


/s/ M. Adler Dobkin             Director                        April 5, 2000
-------------------
M. Adler Dobkin


/s/ Sheila B. Flanagan          Director                        April 5, 2000
----------------------
Sheila B. Flanagan


/s/ John D. LaBelle, Jr.        Director                        April 5, 2000
------------------------
John D. LaBelle, Jr.





                                        7

<PAGE> 8



/s/ Eric A. Marziali            Director                        April 5, 2000
--------------------
Eric A. Marziali


/s/ Jon L. Norris               Director                        April 5, 2000
---------------------
Jon L. Norris


/s/ William D. O'Neill          Director                        April 5, 2000
----------------------
William D. O'Neill


/s/ Laurence P. Rubinow         Director                        April 5, 2000
-----------------------
Laurence P. Rubinow


/s/ John G. Sommers             Director                        April 5, 2000
-------------------
John G. Sommers


/s/ Thomas E. Toomey            Director                        April 5, 2000
--------------------
Thomas E. Toomey


/s/ Gregory S. Wolff            Director                        April 5, 2000
--------------------
Gregory S. Wolff





                                        8

<PAGE> 9




THE PLAN.

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who  administer  The Savings Bank of Manchester  Savings Plan)
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Manchester, Connecticut, on  April 5,
2000.


                                THE SAVINGS BANK OF MANCHESTER
                                SAVINGS PLAN

                                By: /s/ Joyce Trainer
                                    ----------------------------------------
                                    Joyce Trainer
                                    Plan Administrator




                                        9

<PAGE> 10


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                    Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     -----------------------------------------------------    ----------

    <S>          <C>                    <C>
      4          Stock Certificate of   Incorporated herein by reference from the Exhibits
                 Connecticut            of the Registrant's Registration Statement on Form
                 Bancshares, Inc.       S-1 filed with the SEC.

     8           Tax Opinion            Not required.

    10.1         The Savings Bank       Incorporated herein by reference from the
                 of Manchester          Exhibits of the Registrant's Registration
                 Savings Plan           Statement on Form S-1 filed with the SEC.

     23          Consent of Arthur      Filed herewith.
                 Andersen LLP


</TABLE>



                                      10
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{"company-data": {"conformed-name": "CONNECTICUT BANCSHARES INC/DE", "cik": "0001097882", "assigned-sic": "6022", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34080", "film-number": "594108"}, "business-address": {"street1": "923 MAIN STREET", "city": "MANCHESTER", "state": "CT", "zip": "06040", "phone": "8606461700"}, "mail-address": {"street1": "923 MAIN STREET", "city": "MANCHESTER", "state": "CT", "zip": "06040"}}
1

As filed with the Securities and Exchange Commission on April 5, 2000
                                                Registration No. 333-90865

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CONNECTICUT BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

         DELAWARE                         6035                  APPLIED FOR
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                 923 MAIN STREET
                          MANCHESTER, CONNECTICUT 06040
                                 (860) 646-1700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                         THE SAVINGS BANK OF MANCHESTER
                                  SAVINGS PLAN
                            (Full Title of the Plan)
                     --------------------------------------

RICHARD P. MEDUSKI                        COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     DOUGLAS P. FAUCETTE, ESQUIRE
CONNECTICUT BANCSHARES, INC.              ERIC S. KRACOV, ESQUIRE
923 MAIN STREET                           MULDOON, MURPHY & FAUCETTE LLP
MANCHESTER , CONNECTICUT 06040            5101 WISCONSIN AVENUE, N.W.
(860) 646-1700                            WASHINGTON, D.C.  20016
(Name, address, including zip code, and   (202) 362-0840
telephone number, including area code, of agent for service)

    If any of the securities being registered on this Form are to be offered
   on a delayed or continuous basis pursuant to Rule 415 under the Securities
                   Act of 1933, check the following box. / X /
=====================================================================================================
  Title of each Class of      Amount to be     Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered  Registered (1)    Price Per Share     Offering Price(2)        Fee
-----------------------------------------------------------------------------------------------------
Common Stock                972,033
   $.01 par Value               Shares            $10.69(3)           $10,391,033         $2,743
-----------------------------------------------------------------------------------------------------
    Participation
      Interests                  (4)                                                        (5)
=====================================================================================================
(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 Savings Bank of  Manchester  Savings Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock  of  Connecticut  Bancshares,   Inc.  pursuant  to  17  C.F.R.  Section
   230.416(a).
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The last sale price of the common stock of Connecticut Bancshares, Inc.  (the
   "Common Stock") as reported on the Nasdaq National Market ("Nasdaq") on March
   29, 2000 in accordance with 17 C.F.R. Section 230.457(c).
(4)In addition,  pursuant to  17 C.F.R.  Section 230.416(c),  this  registration
   statement also covers an  indeterminate  amount of interests to be offered or
   sold pursuant to the employee  benefit plan  described  herein based upon the
   maximum  amount  that could be issued  under the plan  pursuant  to 17 C.F.R.
   Section 230.457(h).
(5)In  accordance  with 17 C.F.R. Section 230.457(h), the  registration  fee has
   been calculated on the basis of the number of shares of Common Stock that may
   be purchased with the current assets of such Plan.  Accordingly,  no separate
   fee is required for the participation interests.

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 12
Exhibit Index begins on Page 10
2

CONNECTICUT BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for The Savings Bank of
Manchester  Savings  Plan  (the  "Savings  Plan")  required  by  Part  I of  the
Registration  Statement will be sent or given to the participants in the Savings
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 a prospectus or prospectus  supplement 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) The Prospectus filed with the SEC by Connecticut Bancshares, Inc. (the
"Registrant")  (File No.  333-90865)  pursuant to Rule  424(b)(3) on January 27,
2000,  which  includes:  (1) the  consolidated  balance  sheets  of  Connecticut
Bankshares,  M.H.C.  and its  subsidiary,  The Savings Bank of  Manchester  (the
"Bank"),  as of  December  31,  1997  and  1998,  and the  related  consolidated
statements  of  operations,  changes in  capital  and cash flows for each of the
years in the three year  period  ended  December  31,  1998,  together  with the
related  notes  and  the  report  of  Arthur  Andersen  LLP  independent  public
accountants,  and (2) the unaudited  consolidated  balance sheet of  Connecticut
Bankshares,  M.H.C.  and its  subsidiary,  the Bank, as of August 31, 1999,  the
unaudited  consolidated  statements of  operations  and cash flows for the eight
months ended August 31, 1998 and 1999 and the unaudited  consolidated  statement
of changes in capital for the eight months ended August 31, 1999.

      (b)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-28389),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder, on December 6, 1999.

      (c) The  Savings  Plan's  annual  report on Form  11-K for the year  ended
December 31, 1999, filed with the SEC on April 5, 2000.

      (d) All documents  filed by the  Registrant  and the Savings  Plan,  where
applicable,  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 Savings Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

Article X and XI of the Registrant's  Certificate of  Incorporation  provides 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  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,

                                        3
4

      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 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.

                                        4
5

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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of Connecticut Bancshares, Inc.1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings Plan and any  amendment  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the plan.
      10.1     The Savings Bank of Manchester Savings Plan 1
      23       Consent of Arthur Andersen LLP

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration Statement on Form S-1 (SEC No. 333-90865), as amended.

                                        5
6

Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   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;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan'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 the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a 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 the Act and
will be governed by the final adjudication of such issue.

                                      6
7

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto duly  authorized,  in the City of  Manchester,  State of
Connecticut, on April 5, 2000.

                                      CONNECTICUT BANCSHARES, INC.

                                      By:/s/ Richard P. Meduski
                                         ---------------------------------------
                                      Richard P. Meduski
                                      President, Chief Executive
                                      Officer and Director

      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/ Richard P. Meduski          President, Chief Executive      April 5, 2000
----------------------          Officer and Director
Richard P. Meduski              (principal executive officer)

/s/ Nicholas B. Mason           Senior Vice President and       April 5, 2000
---------------------           Chief Financial Officer
Nicholas B. Mason               (principal accounting and
                                financial officer)

/s/ Thomas A. Bailey            Director                        April 5, 2000
--------------------
Thomas A. Bailey

/s/ A. Paul Berte               Director                        April 5, 2000
---------------------
A. Paul Berte

/s/ Timothy J. Devanney         Director                        April 5, 2000
-----------------------
Timothy J. Devanney

/s/ M. Adler Dobkin             Director                        April 5, 2000
-------------------
M. Adler Dobkin

/s/ Sheila B. Flanagan          Director                        April 5, 2000
----------------------
Sheila B. Flanagan

/s/ John D. LaBelle, Jr.        Director                        April 5, 2000
------------------------
John D. LaBelle, Jr.

                                        7
8

/s/ Eric A. Marziali            Director                        April 5, 2000
--------------------
Eric A. Marziali

/s/ Jon L. Norris               Director                        April 5, 2000
---------------------
Jon L. Norris

/s/ William D. O'Neill          Director                        April 5, 2000
----------------------
William D. O'Neill

/s/ Laurence P. Rubinow         Director                        April 5, 2000
-----------------------
Laurence P. Rubinow

/s/ John G. Sommers             Director                        April 5, 2000
-------------------
John G. Sommers

/s/ Thomas E. Toomey            Director                        April 5, 2000
--------------------
Thomas E. Toomey

/s/ Gregory S. Wolff            Director                        April 5, 2000
--------------------
Gregory S. Wolff

                                        8
9

THE PLAN.

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who  administer  The Savings Bank of Manchester  Savings Plan)
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Manchester, Connecticut, on  April 5,
2000.

                                THE SAVINGS BANK OF MANCHESTER
                                SAVINGS PLAN

                                By: /s/ Joyce Trainer
                                    ----------------------------------------
                                    Joyce Trainer
                                    Plan Administrator

                                        9
10
EXHIBIT INDEX

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                    Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     -----------------------------------------------------    ----------
4          Stock Certificate of   Incorporated herein by reference from the Exhibits
                 Connecticut            of the Registrant's Registration Statement on Form
                 Bancshares, Inc.       S-1 filed with the SEC.

     8           Tax Opinion            Not required.

    10.1         The Savings Bank       Incorporated herein by reference from the
                 of Manchester          Exhibits of the Registrant's Registration
                 Savings Plan           Statement on Form S-1 filed with the SEC.

     23          Consent of Arthur      Filed herewith.
                 Andersen LLP
10