<PAGE> 1

     As filed with the Securities and Exchange Commission on June 18, 1998
                                                  Registration No.333-
                                                                      ---------
================================================================================
                      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 certificate of incorporation)

   DELAWARE                             6036                     04-3398630
(state or other               (Primary Standard                 (IRS Employer
jurisdiction of            Classification Code Number)       Identification No.)
incorporation or
organization)         
                              1299 BEACON STREET
                           BROOKLINE, MASSACHUSETTS
                                (617) 739-9500
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                        BAY STATE FEDERAL SAVINGS BANK
             EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN AND TRUST
                           (Full Title of the Plan)

JOHN F. MURPHY                                  COPIES TO:
PRESIDENT, CHAIRMAN OF THE BOARD OF DIRECTORS   LAWRENCE M.F. SPACCASI, ESQUIRE
CHIEF EXECUTIVE OFFICER AND TREASURER           KENT M. KRUDYS, ESQUIRE
BAY STATE FEDERAL SAVINGS BANK                  MULDOON, MURPHY & FAUCETTE
1299 BEACON STREET                              5101 WISCONSIN AVENUE, N.W.
BROOKLINE, MASSACHUSETTS 02146                  WASHINGTON, D.C.  20016
(617)739-9500                                   (202) 362-0840

              (Name, address, including zip code, and telephone
              number, including area code, of agent for service)
APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration  Statement becomes effective.
If any of the sdecurities  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      Price Per Share(1)      Offering Price(2)          Fee
---------------------------------------------------------------------------------------------------------------
   <S>                             <C>                <C>                   <C>                   <C>    
    Common Stock
   $.01 par Value                  34,492             $28.00                $965,776              $284.91
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
    Participation
      Interests                     (3)                                     $965,778                (4)
===============================================================================================================
(1) The  average  of the high and low  prices  of the common stock of Bay State Bancorp, Inc. ("Common  Stock")
    on the American  Stock Exchange on June 11, 1998 in  accordance  with Rule 457(c) under the Securities  Act
    of 1933,  as  amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this  registration statement also
    covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
    described herein.
(4) The securities of Bay State Bancorp, Inc. (the "Company" or the "Registrant") to be purchased  by  the Bay
    State Federal Savings Bank Employees'  Savings and  Profit-Sharing  Plan and  Trust  are  included  in  the
    amount  shown for Common  Stock.  Accordingly,  pursuant to Rule 457(h)(2), no separate fee is required for
    the participation  interests.  In accordance  with Rule 457(h) under the  Securities Act, 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.

</TABLE>


THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT  AND 17 C.F.R. SS.230.462.

Number of Pages 12
              
Exhibit Index begins on Page 9                    



<PAGE> 2


BAY STATE BANCORP, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for Bay State Federal
Savings Bank  Employees'  Savings and  Profit-Sharing  Plan and Trust  ("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 the  Registrant  (File  No.
333-40115)  and declared  effective on February  12,  1998,  which  includes the
consolidated  balance  sheets of Bay State Federal  Savings Bank and  Subsidiary
(the "Bank") as of March 31, 1997 and 1996 and the related  consolidated  income
statements,  as restated,  changes in equity,  as restated,  and cash flows,  as
restated  for each of the  three  years in the  period  ended  March  31,  1997,
together with the related notes and the report of Shatswell,  MacLeod & Company,
P.C., independent certified public accountants.

      (b) The Form  10-Q  report  filed by the  Company  for the  quarter  ended
December 31, 1997, (File No. 1-13691) filed with the SEC on March 23, 1998.

      (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(g) of
the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  and rule  12b-15
promulgated thereunder,  on December 9, 1997 and declared effective February 11,
1998 as  incorporated  by  reference  from  the  Company's  Form  SB-2  declared
effective on February 11, 1998.

      (d) All  documents  filed  by the  Company  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  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The consolidated  balance sheets, as restated,  of the Bank and Subsidiary
as of March 31, 1997 and 1996, and the related  consolidated  income statements,
as restated,  changes in equity, as restated,  and cash flows, as restated,  for
each of the years in the three-year  period ended March 31, 1997,  together with
the  related  notes  and the  report of  Shatswell,  MacLeod  &  Company,  P.C.,
independent certified public accountants,  dated April 25, 1997 (except for note
17 as to which the date is September 9, 1997), incorporated by reference in this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
authority of said firm as experts in accounting and auditing.


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

      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.
This  indemnification  applies to the Plan  Administrator(s)  who administer the
401(k) Plan.

      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 advance of its final
      disposition   (hereinafter  and  "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


                                         3

<PAGE> 4



      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  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.

      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.

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 Bay State Bancorp, 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.

      23.1     Consent of Shatswell, MacLeod & Company, P.C.

      24       Power of Attorney is located on the signature pages.

--------------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration  Statement on Form SB-2 (SEC No.  333-40115),  as amended,
  and declared effective on February 12, 1998.


                                         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 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 will
be governed by the final adjudication of such issue.



                                         6

<PAGE> 7


                                     SIGNATURES

      Pursuant to the  requirements  of the  Securities Act,  Bay State Bancorp,
Inc.  certifies that is 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 Brookline, Massachusetts on June 16, 1998.


                                      BAY STATE BANCORP, INC.



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


      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.

      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 appoints Denise M. 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.

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

 /s/ John F. Murphy             Chairman of the Board of           June 16, 1998
--------------------------      Directors, President, Chief
John F. Murphy                  Executive Officer and Treasurer     
                                (principal executive officer)

 /s/ Denise M. Renaghan         Executive Vice President, Chief    June 16, 1998
--------------------------      Operating Officer and Director
Denise M. Renaghan              (principal accounting
                                 and financial officer)

 /s/ Robert B. Cleary           Director                           June 16, 1998
--------------------------  
Robert B. Cleary


 /s/ Jerome R. Dangel           Director                           June 16, 1998
--------------------------
Jerome R. Dangel


 /s/ Leo F. Grace               Director                           June 16, 1998
--------------------------
Leo F. Grace



                                        7

<PAGE> 8



 /s/ Richard F. Hughes          Director                    June 16, 1998
--------------------------
Richard F. Hughes


                                Director                           , 1998
--------------------------                                  ---- --
Richard F. McBride


 /s/ Kent T. Spellman           Director                    June 16, 1998
--------------------------  
Kent T. Spellman


 /s/ H. Chester Webster         Director                    June 16, 1998
--------------------------
H. Chester Webster


BAY STATE FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN AND
TRUST.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Bay State  Federal  Savings Bank  Employees'
Savings and  Profit-Sharing  Plan and Trust) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Brookline, Massachusetts, on June 16, 1998.


                                BAY STATE FEDERAL SAVINGS BANK EMPLOYEES'
                                SAVINGS AND PROFIT-SHARING PLAN AND TRUST



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


                        For: Bay State Federal Savings Bank Employees'
                             Savings and Profit-Sharing Plan and Trust
                             Plan Administrator



                                        8

<PAGE> 9



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                                                Sequentially
                                                                                                  Numbered
                                                                                                   Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     ---------------------------------------------------     ------------
    <S>          <C>                   <C>    
                                                                               
      4          Stock Certificate of   Incorporated herein by reference from the Exhibits
                 Bay State Bancorp,     of the Registrant's Registration Statement on Form
                 Inc.                   SB-2 filed with the SEC and declared effective on
                                        February 12, 1998.

    23.1         Consent of             Filed herewith.
                 Shatswell, MacLeod
                 & Company, P.C.

     24          Power of Attorney      Located on the signature page.


</TABLE>



                                        9
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{"company-data": {"conformed-name": "BAY STATE BANCORP INC", "cik": "0001048767", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57195", "film-number": "98650537"}, "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 June 18, 1998
                                                  Registration No.333-
                                                                      ---------
================================================================================
                      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 certificate of incorporation)

   DELAWARE                             6036                     04-3398630
(state or other               (Primary Standard                 (IRS Employer
jurisdiction of            Classification Code Number)       Identification No.)
incorporation or
organization)         
                              1299 BEACON STREET
                           BROOKLINE, MASSACHUSETTS
                                (617) 739-9500
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                        BAY STATE FEDERAL SAVINGS BANK
             EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN AND TRUST
                           (Full Title of the Plan)

JOHN F. MURPHY                                  COPIES TO:
PRESIDENT, CHAIRMAN OF THE BOARD OF DIRECTORS   LAWRENCE M.F. SPACCASI, ESQUIRE
CHIEF EXECUTIVE OFFICER AND TREASURER           KENT M. KRUDYS, ESQUIRE
BAY STATE FEDERAL SAVINGS BANK                  MULDOON, MURPHY & FAUCETTE
1299 BEACON STREET                              5101 WISCONSIN AVENUE, N.W.
BROOKLINE, MASSACHUSETTS 02146                  WASHINGTON, D.C.  20016
(617)739-9500                                   (202) 362-0840

              (Name, address, including zip code, and telephone
              number, including area code, of agent for service)
APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration  Statement becomes effective.
If any of the sdecurities  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      Price Per Share(1)      Offering Price(2)          Fee
---------------------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value                  34,492             $28.00                $965,776              $284.91
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
    Participation
      Interests                     (3)                                     $965,778                (4)
===============================================================================================================
(1) The  average  of the high and low  prices  of the common stock of Bay State Bancorp, Inc. ("Common  Stock")
    on the American  Stock Exchange on June 11, 1998 in  accordance  with Rule 457(c) under the Securities  Act
    of 1933,  as  amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this  registration statement also
    covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
    described herein.
(4) The securities of Bay State Bancorp, Inc. (the "Company" or the "Registrant") to be purchased  by  the Bay
    State Federal Savings Bank Employees'  Savings and  Profit-Sharing  Plan and  Trust  are  included  in  the
    amount  shown for Common  Stock.  Accordingly,  pursuant to Rule 457(h)(2), no separate fee is required for
    the participation  interests.  In accordance  with Rule 457(h) under the  Securities Act, 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.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT  AND 17 C.F.R. SS.230.462.

Number of Pages 12
              
Exhibit Index begins on Page 9
2

BAY STATE BANCORP, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for Bay State Federal
Savings Bank  Employees'  Savings and  Profit-Sharing  Plan and Trust  ("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 the  Registrant  (File  No.
333-40115)  and declared  effective on February  12,  1998,  which  includes the
consolidated  balance  sheets of Bay State Federal  Savings Bank and  Subsidiary
(the "Bank") as of March 31, 1997 and 1996 and the related  consolidated  income
statements,  as restated,  changes in equity,  as restated,  and cash flows,  as
restated  for each of the  three  years in the  period  ended  March  31,  1997,
together with the related notes and the report of Shatswell,  MacLeod & Company,
P.C., independent certified public accountants.

      (b) The Form  10-Q  report  filed by the  Company  for the  quarter  ended
December 31, 1997, (File No. 1-13691) filed with the SEC on March 23, 1998.

      (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(g) of
the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  and rule  12b-15
promulgated thereunder,  on December 9, 1997 and declared effective February 11,
1998 as  incorporated  by  reference  from  the  Company's  Form  SB-2  declared
effective on February 11, 1998.

      (d) All  documents  filed  by the  Company  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  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The consolidated  balance sheets, as restated,  of the Bank and Subsidiary
as of March 31, 1997 and 1996, and the related  consolidated  income statements,
as restated,  changes in equity, as restated,  and cash flows, as restated,  for
each of the years in the three-year  period ended March 31, 1997,  together with
the  related  notes  and the  report of  Shatswell,  MacLeod  &  Company,  P.C.,
independent certified public accountants,  dated April 25, 1997 (except for note
17 as to which the date is September 9, 1997), incorporated by reference in this
Registration  Statement,  have been  incorporated  herein in  reliance  upon the
authority of said firm as experts in accounting and auditing.

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

      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.
This  indemnification  applies to the Plan  Administrator(s)  who administer the
401(k) Plan.

      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 advance of its final
      disposition   (hereinafter  and  "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

                                         3
4

      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  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.

      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.

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 Bay State Bancorp, 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.

      23.1     Consent of Shatswell, MacLeod & Company, P.C.

      24       Power of Attorney is located on the signature pages.

--------------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Registration  Statement on Form SB-2 (SEC No.  333-40115),  as amended,
  and declared effective on February 12, 1998.

                                         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 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 will
be governed by the final adjudication of such issue.

                                         6
7

                                     SIGNATURES

      Pursuant to the  requirements  of the  Securities Act,  Bay State Bancorp,
Inc.  certifies that is 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 Brookline, Massachusetts on June 16, 1998.

                                      BAY STATE BANCORP, INC.

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

      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.

      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 appoints Denise M. 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.

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

 /s/ John F. Murphy             Chairman of the Board of           June 16, 1998
--------------------------      Directors, President, Chief
John F. Murphy                  Executive Officer and Treasurer     
                                (principal executive officer)

 /s/ Denise M. Renaghan         Executive Vice President, Chief    June 16, 1998
--------------------------      Operating Officer and Director
Denise M. Renaghan              (principal accounting
                                 and financial officer)

 /s/ Robert B. Cleary           Director                           June 16, 1998
--------------------------  
Robert B. Cleary

 /s/ Jerome R. Dangel           Director                           June 16, 1998
--------------------------
Jerome R. Dangel

 /s/ Leo F. Grace               Director                           June 16, 1998
--------------------------
Leo F. Grace

                                        7
8

 /s/ Richard F. Hughes          Director                    June 16, 1998
--------------------------
Richard F. Hughes

                                Director                           , 1998
--------------------------                                  ---- --
Richard F. McBride

 /s/ Kent T. Spellman           Director                    June 16, 1998
--------------------------  
Kent T. Spellman

 /s/ H. Chester Webster         Director                    June 16, 1998
--------------------------
H. Chester Webster

BAY STATE FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN AND
TRUST.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Bay State  Federal  Savings Bank  Employees'
Savings and  Profit-Sharing  Plan and Trust) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Brookline, Massachusetts, on June 16, 1998.

                                BAY STATE FEDERAL SAVINGS BANK EMPLOYEES'
                                SAVINGS AND PROFIT-SHARING PLAN AND TRUST

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

                        For: Bay State Federal Savings Bank Employees'
                             Savings and Profit-Sharing Plan and Trust
                             Plan Administrator

                                        8
9

                                  EXHIBIT INDEX
Sequentially
                                                                                                  Numbered
                                                                                                   Page
 Exhibit No.     Description            Method of Filing                                          Location
------------     ------------------     ---------------------------------------------------     ------------
4          Stock Certificate of   Incorporated herein by reference from the Exhibits
                 Bay State Bancorp,     of the Registrant's Registration Statement on Form
                 Inc.                   SB-2 filed with the SEC and declared effective on
                                        February 12, 1998.

    23.1         Consent of             Filed herewith.
                 Shatswell, MacLeod
                 & Company, P.C.

     24          Power of Attorney      Located on the signature page.
9