<page> 1

      As filed with the Securities and Exchange Commission on September 13, 2001
                                                     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                                                  04-3398630
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                               1299 BEACON STREET
                         BROOKLINE, MASSACHUSETTS 02146
                                 (617) 739-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 BAY STATE BANCORP, INC. 1999 STOCK OPTION PLAN
                            (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           THOMAS P. HUTTON, ESQUIRE
BAY STATE BANCORP, INC.                         MULDOON MURPHY & FAUCETTE LLP
1299 BEACON STREET                              5101 WISCONSIN AVENUE, N.W.
BROOKLINE, MASSACHUSETTS 02146                  WASHINGTON, DC  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 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           Fee
----------------------------------------------------------------------------------------------------
      <s>                    <c>                  <c>                <c>                 <c>
       Common Stock            120,423
      $.01 par Value         Shares (2)           $34.90(3)          $4,202,763          $1,051
====================================================================================================
</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 Bay State  Bancorp,  Inc.  1999 Stock  Option  Plan (the  "Plan") as the
    result  of a stock  split,  stock  dividend  or  similar  adjustment  of the
    outstanding Common Stock of Bay State Bancorp,  Inc.,  pursuant to 17 C.F.R.
    Section 230.416(a).
(2) Represents the  total number of shares  currently  reserved or available for
    issuance as options  pursuant to the Plan.
(3) Represents  the fair market value of Common  Stock on September 4, 2001, for
    which  options for 120,423  shares of Common Stock are  available  under the
    Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 13
Exhibit Index begins on Page 10


<page> 2



BAY STATE BANCORP, INC.

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

ITEMS 1 & 2. The document  containing the information for the Bay State Bancorp,
Inc.  (the  "Company" or the  "Registrant")  1999 Stock Option Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants  in the Plan as  specified by Rule  428(b)(1).  The document is 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  Company's  Annual Report on Form 10-K for the fiscal year ended
March  31,  2001,  which  includes  the  consolidated  statements  of  financial
condition of Bay State Bancorp,  Inc. and  Subsidiaries as of March 31, 2001 and
2000,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  March  31,  2001,  together  with the  related  notes  (File  No.
001-13691) filed with the SEC on June 15, 2001.

        (b) The Form 10-Q report  filed by the  Company  for the fiscal  quarter
ended  September  30,  2000 and  December  31,  2000 and June 30, 2001 (File No.
001-13691),  filed with the SEC on November 13, 2000 and February 13, 2001,  and
August 13, 2001 respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  001-13691),  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 on
February 12, 1998, as incorporated by reference from the Company's  Registration
Statement on Form SB-2 (SEC File No. 333-40115)  declared  effective on February
12, 1998.

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

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


                                        2

<page> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        The validity of the Common Stock offered  hereby has been passed upon by
Muldoon  Murphy  &  Faucette  LLP,  Washington,  D.C.,  special  counsel  to the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Directors  and  officers  of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the 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
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

                                        3

<page> 4



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.

        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.















                                        5

<page> 6



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):

        5         Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued.

        10        Bay State Bancorp, Inc. 1999 Stock Option Plan.1

        23.0      Consent of Muldoon Murphy & Faucette LLP (contained in the
                  opinion included in Exhibit 5).

        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  Appendix B to the Proxy  Statement on
  form DEF 14A (SEC 001- 13691) filed with the SEC on June 12, 1999.

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 Commission  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.


                                        6

<page> 7



        (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  Securities and Exchange
Commission 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.



                                        7

<page> 8



                                   SIGNATURES

        Pursuant to the  requirements  of the Securities Act, Bay State Bancorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Brookline, Massachusetts, on August 23, 2001.

                                       BAY STATE BANCORP, INC.



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

        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  hereby  constitutes  and appoints  Denise M.  Renaghan,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) 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          President, Chief Executive Officer,  August 23, 2001
--------------------------  Treasurer and Chairman of the Board
John F. Murphy              (principal executive officer)



/s/ Denise M. Renaghan      Executive Vice President, Chief      August 23, 2001
--------------------------  Operating Officer and Director
Denise M. Renaghan



/s/ Michael O. Gilles       Chief Financial Officer              August 23, 2001
-------------------------   (Principal Accounting and
Michael O. Gilles           Financial Officer)





                                        8

<page> 9




/s/ Robert B. Cleary        Director                             August 23, 2001
-------------------------
Robert B. Cleary



/s/ Leo F. Grace            Director                             August 23, 2001
-------------------------
Leo F. Grace



/s/ Richard F. Hughes       Director                             August 23, 2001
-------------------------
Richard F. Hughes



/s/ Richard F. McBride      Director                             August 23, 2001
-------------------------
Richard F. McBride



/s/ Kent T. Spellman        Director                             August 23, 2001
-------------------------
Kent T. Spellman









                                        9

<page> 10
<table>
<caption>



                                  EXHIBIT INDEX
                                  -------------


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

     <s>             <c>                        <c>                                                     <c>
       5             Opinion of MM&F            Filed herewith.                                         11

      10             Bay State Bancorp,         Incorporated herein by reference from Appendix B        --
                     Inc. 1999 Stock            to the Proxy Statement on form DEF 14A (SEC
                     Option Plan                No. 001-13691) filed with the SEC on June 14,
                                                1999.

     23.0            Consent of MM&F            Contained in Exhibit 5.                                 11

     23.1            Consent of Shatswell,      Filed herewith.                                         13
                     Macleod & Company,
                     P.C.

      24             Power of Attorney          Located on the signature page.                          --


</table>


                                              10
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{"company-data": {"conformed-name": "BAY STATE BANCORP INC", "cik": "0001048767", "assigned-sic": "6035", "irs-number": "043398630", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69314", "film-number": "1736140"}, "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 September 13, 2001
                                                     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                                                  04-3398630
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                               1299 BEACON STREET
                         BROOKLINE, MASSACHUSETTS 02146
                                 (617) 739-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 BAY STATE BANCORP, INC. 1999 STOCK OPTION PLAN
                            (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           THOMAS P. HUTTON, ESQUIRE
BAY STATE BANCORP, INC.                         MULDOON MURPHY & FAUCETTE LLP
1299 BEACON STREET                              5101 WISCONSIN AVENUE, N.W.
BROOKLINE, MASSACHUSETTS 02146                  WASHINGTON, DC  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 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           Fee
----------------------------------------------------------------------------------------------------
Common Stock            120,423
      $.01 par Value         Shares (2)           $34.90(3)          $4,202,763          $1,051
====================================================================================================
(1) Together  with an  indeterminate  number of  additional  shares which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Bay State  Bancorp,  Inc.  1999 Stock  Option  Plan (the  "Plan") as the
    result  of a stock  split,  stock  dividend  or  similar  adjustment  of the
    outstanding Common Stock of Bay State Bancorp,  Inc.,  pursuant to 17 C.F.R.
    Section 230.416(a).
(2) Represents the  total number of shares  currently  reserved or available for
    issuance as options  pursuant to the Plan.
(3) Represents  the fair market value of Common  Stock on September 4, 2001, for
    which  options for 120,423  shares of Common Stock are  available  under the
    Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 13
Exhibit Index begins on Page 10
2

BAY STATE BANCORP, INC.

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

ITEMS 1 & 2. The document  containing the information for the Bay State Bancorp,
Inc.  (the  "Company" or the  "Registrant")  1999 Stock Option Plan (the "Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants  in the Plan as  specified by Rule  428(b)(1).  The document is 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  Company's  Annual Report on Form 10-K for the fiscal year ended
March  31,  2001,  which  includes  the  consolidated  statements  of  financial
condition of Bay State Bancorp,  Inc. and  Subsidiaries as of March 31, 2001 and
2000,   and  the  related   consolidated   statements  of  income,   changes  in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  March  31,  2001,  together  with the  related  notes  (File  No.
001-13691) filed with the SEC on June 15, 2001.

        (b) The Form 10-Q report  filed by the  Company  for the fiscal  quarter
ended  September  30,  2000 and  December  31,  2000 and June 30, 2001 (File No.
001-13691),  filed with the SEC on November 13, 2000 and February 13, 2001,  and
August 13, 2001 respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  001-13691),  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 on
February 12, 1998, as incorporated by reference from the Company's  Registration
Statement on Form SB-2 (SEC File No. 333-40115)  declared  effective on February
12, 1998.

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        The validity of the Common Stock offered  hereby has been passed upon by
Muldoon  Murphy  &  Faucette  LLP,  Washington,  D.C.,  special  counsel  to the
Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Directors  and  officers  of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the general
corporation  law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the 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
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

                                        3
4

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.

        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.

                                        5
6

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):

        5         Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued.

        10        Bay State Bancorp, Inc. 1999 Stock Option Plan.1

        23.0      Consent of Muldoon Murphy & Faucette LLP (contained in the
                  opinion included in Exhibit 5).

        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  Appendix B to the Proxy  Statement on
  form DEF 14A (SEC 001- 13691) filed with the SEC on June 12, 1999.

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 Commission  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.

                                        6
7

        (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  Securities and Exchange
Commission 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.

                                        7
8

                                   SIGNATURES

        Pursuant to the  requirements  of the Securities Act, Bay State Bancorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Brookline, Massachusetts, on August 23, 2001.

                                       BAY STATE BANCORP, INC.

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

        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  hereby  constitutes  and appoints  Denise M.  Renaghan,  as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for him (or her) 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          President, Chief Executive Officer,  August 23, 2001
--------------------------  Treasurer and Chairman of the Board
John F. Murphy              (principal executive officer)

/s/ Denise M. Renaghan      Executive Vice President, Chief      August 23, 2001
--------------------------  Operating Officer and Director
Denise M. Renaghan

/s/ Michael O. Gilles       Chief Financial Officer              August 23, 2001
-------------------------   (Principal Accounting and
Michael O. Gilles           Financial Officer)

                                        8
9

/s/ Robert B. Cleary        Director                             August 23, 2001
-------------------------
Robert B. Cleary

/s/ Leo F. Grace            Director                             August 23, 2001
-------------------------
Leo F. Grace

/s/ Richard F. Hughes       Director                             August 23, 2001
-------------------------
Richard F. Hughes

/s/ Richard F. McBride      Director                             August 23, 2001
-------------------------
Richard F. McBride

/s/ Kent T. Spellman        Director                             August 23, 2001
-------------------------
Kent T. Spellman

                                        9
10
EXHIBIT INDEX
                                  -------------

                                                                                                   Sequentially
                                                                                                     Numbered
                                                                                                       Page
  Exhibit No.        Description                Method of Filing                                     Location
--------------       ---------------------      -------------------------------------------------  -------------
5             Opinion of MM&F            Filed herewith.                                         11

      10             Bay State Bancorp,         Incorporated herein by reference from Appendix B        --
                     Inc. 1999 Stock            to the Proxy Statement on form DEF 14A (SEC
                     Option Plan                No. 001-13691) filed with the SEC on June 14,
                                                1999.

     23.0            Consent of MM&F            Contained in Exhibit 5.                                 11

     23.1            Consent of Shatswell,      Filed herewith.                                         13
                     Macleod & Company,
                     P.C.

      24             Power of Attorney          Located on the signature page.                          --
10