<PAGE> 1
================================================================================
        As filed with the Securities and Exchange Commission on August 28, 1997
                                               Registration No. 333-
                                                                     -----------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             BOSTONFED BANCORP, INC.

   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6035                     52-1940834
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                          17 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (617) 273-0300
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 BOSTONFED BANCORP, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)
                    -----------------------------------------

DAVID F. HOLLAND                          COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LAWRENCE M.F. SPACCASI, ESQUIRE
BOSTONFED BANCORP, INC.                   PHILIP G. FEIGEN, ESQUIRE
17 NEW ENGLAND EXECUTIVE PARK             MULDOON, MURPHY & FAUCETTE
BURLINGTON, MASSACHUSETTS  01803          5101 WISCONSIN AVENUE, N.W.
(617) 273-0300                            WASHINGTON, DC  20016
(Name, address, including zip code,       (202) 362-0840
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               250,000
    $.01 par Value            Shares (2)          $19.17 (3)         $4,792,500           $1,453
=====================================================================================================
</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 BostonFed Bancorp, Inc. 1997 Stock Option Plan (the "Plan") as the result
   of a stock split,  stock  dividend or similar  adjustment of the  outstanding
   Common  Stock of  BostonFed  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 upon the exercise of stock options pursuant to the Plan.
(3)Weighted average price determined by the average exercise price of $18.82 per
   share at which options for 96,000  shares under the Plan have been granted to
   date  and  by $19.38  the market value of the Common Stock on August 26, 1997
   as  determined  by the  average of the high and low bid prices  listed on the
   American  Stock Exchange as reported in the Wall Street  Journal, for 154,000
   shares for which options have not yet been granted 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. SS.230.462.

Number of Pages 15
Exhibit Index begins on Page 10


<PAGE> 2



BOSTONFED BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the BostonFed Bancorp,
Inc.  (the  "Company" or the  "Registrant")  1997 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).  Such 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
December 31, 1996, which includes the consolidated balance sheets of the Company
and subsidiaries as of December 31, 1996 and 1995, 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  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public accountants, filed with the SEC (File No. 1-13936) on March 31, 1997.

     (b) The Form 10-Q reports filed by the Registrant  for the fiscal  quarters
ended March 31, 1997 and June 30, 1997 (File No. 1-13936), filed with the SEC on
May 15, 1997 and August 13, 1997, respectively.

     (c) The Form 8-K reports filed by the  Registrant  (File No.  1-13936) with
the SEC on February 21, 1997 and April 18, 1997.

     (d) The description of Registrant's  Common Stock contained in Registrant's
Form 8-A (File No. 1- 13936),  as filed with the SEC on August 8, 1995  pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder.

     (e) 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  consolidated  balance  sheets of the  Company and  subsidiaries  as of
December 31, 1996 and 1995, 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 December 31, 1996,  together with the related notes and
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
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.  The report of KPMG Peat  Marwick LLP refers to a change in the method
of accounting for mortgage servicing rights effective January 1, 1996.

     The  validity of the Common  Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                       3

<PAGE> 4



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


                                       4

<PAGE> 5



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

ELEVENTH:
--------

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

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

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

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (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  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):

      4.0      Stock Certificate of BostonFed Bancorp, Inc.1

      5.0      Opinion of Muldoon, Murphy & Faucette, Washington, DC, as to  the
               legality of the Common Stock registered hereby.

      23.1     Consent of  Muldoon, Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).


                                       5

<PAGE> 6


      23.2     Consent of KPMG Peat Marwick LLP.

      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 S-1 (SEC No. 33-94860),  as amended, filed
with the SEC on July 21, 1995 and declared effective on September 11, 1995.


ITEM 9.   UNDERTAKINGS

      (a)   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  arising
                         after the effective date of the Registration  Statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually  or in the aggregate,  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  material  information  with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant  pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for  the  purpose  of determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities offered therein, and the offering of the securities
                  at that  time  shall be  deemed  to be the  initial  bona fide
                  offering thereof.

                                       6

<PAGE> 7




           (3)   To  remove  from  registration   by  means  of a post-effective
                 amendment any of the securities  registered  that remain unsold
                 at the termination of the Offering.

      (b)   The undersigned  hereby undertakes 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 and will be governed by the final adjudication of
such issue.


                                       7

<PAGE>  8




         

CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the Securities Act,  BostonFed  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 Burlington,  Commonwealth of Massachusetts, on August
27, 1997.

                                      BOSTONFED BANCORP, INC.



                                      By: /s/ David F. Holland
                                          --------------------------------------
                                          David F. Holland
                                          President and Chief Executive Officer


      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. Holland)  constitutes  and appoints David F. Holland,  and
Mr. Holland  constitutes  and appoints  David P. Conley,  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/ David F. Holland      Chairman of the Board, President and   August 27, 1997
--------------------      Chief Executive Officer
David F. Holland            



/s/ David P. Conley       Executive Vice President               August 27, 1997
--------------------
David P. Conley


/s/ John A. Simas         Senior Vice President, Treasurer       August 27, 1997
--------------------      and Secretary, and Chief Financial 
John A. Simas             Officer


                                       8


<PAGE> 9



/s/ Edward P. Callahan      Director                             August 27, 1997
----------------------
Edward P. Callahan


/s/ Richard J. Dennis, Sr.  Director                             August 27, 1997
--------------------------
Richard J. Dennis, Sr.


/s/ Charles R. Kent         Director                             August 27, 1997
--------------------
Charles R. Kent


/s/ W. Robert Mill          Director                             August 27, 1997
---------------------
W. Robert Mill


/s/ Dr. Irwin W. Sizer      Director                             August 27, 1997
----------------------
Dr. Irwin W. Sizer



                                        9

<PAGE> 10




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

<TABLE>
<CAPTION>
                                                                                                    Sequentially
                                                                                                      Numbered
                                                                                                       Page
 Exhibit No.       Description              Method of Filing                                         Location
-------------     --------------------     ---------------------------------------------------     ------------
    <S>            <C>                      <C>                                                         <C>
    4.0            Stock Certificate of     Incorporated herein by reference from the Exhibits          --
                   BostonFed Bancorp,       of the Registrant's Registration Statement on
                   Inc.                     Form S-1 filed with the SEC on July 21, 1995
                                            and declared effective on September 11, 1995.

    5.0            Opinion of Muldoon,      Filed herewith.                                             12
                   Murphy & Faucette



    23.1           Consent of Muldoon,      Contained in Exhibit 5 hereof.                              --
                   Murphy & Faucette

    23.2           Consent of KPMG          Filed herewith.                                             15
                   Peat Marwick LLP

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

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29883}]
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1
================================================================================
        As filed with the Securities and Exchange Commission on August 28, 1997
                                               Registration No. 333-
                                                                     -----------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             BOSTONFED BANCORP, INC.

   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6035                     52-1940834
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                          17 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (617) 273-0300
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                 BOSTONFED BANCORP, INC. 1997 STOCK OPTION PLAN
                            (Full Title of the Plan)
                    -----------------------------------------

DAVID F. HOLLAND                          COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     LAWRENCE M.F. SPACCASI, ESQUIRE
BOSTONFED BANCORP, INC.                   PHILIP G. FEIGEN, ESQUIRE
17 NEW ENGLAND EXECUTIVE PARK             MULDOON, MURPHY & FAUCETTE
BURLINGTON, MASSACHUSETTS  01803          5101 WISCONSIN AVENUE, N.W.
(617) 273-0300                            WASHINGTON, DC  20016
(Name, address, including zip code,       (202) 362-0840
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               250,000
    $.01 par Value            Shares (2)          $19.17 (3)         $4,792,500           $1,453
=====================================================================================================
(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 BostonFed Bancorp, Inc. 1997 Stock Option Plan (the "Plan") as the result
   of a stock split,  stock  dividend or similar  adjustment of the  outstanding
   Common  Stock of  BostonFed  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 upon the exercise of stock options pursuant to the Plan.
(3)Weighted average price determined by the average exercise price of $18.82 per
   share at which options for 96,000  shares under the Plan have been granted to
   date  and  by $19.38  the market value of the Common Stock on August 26, 1997
   as  determined  by the  average of the high and low bid prices  listed on the
   American  Stock Exchange as reported in the Wall Street  Journal, for 154,000
   shares for which options have not yet been granted 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. SS.230.462.

Number of Pages 15
Exhibit Index begins on Page 10
2

BOSTONFED BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the BostonFed Bancorp,
Inc.  (the  "Company" or the  "Registrant")  1997 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).  Such 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
December 31, 1996, which includes the consolidated balance sheets of the Company
and subsidiaries as of December 31, 1996 and 1995, 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  December 31, 1996,  together with the
related  notes and the report of KPMG Peat  Marwick LLP,  independent  certified
public accountants, filed with the SEC (File No. 1-13936) on March 31, 1997.

     (b) The Form 10-Q reports filed by the Registrant  for the fiscal  quarters
ended March 31, 1997 and June 30, 1997 (File No. 1-13936), filed with the SEC on
May 15, 1997 and August 13, 1997, respectively.

     (c) The Form 8-K reports filed by the  Registrant  (File No.  1-13936) with
the SEC on February 21, 1997 and April 18, 1997.

     (d) The description of Registrant's  Common Stock contained in Registrant's
Form 8-A (File No. 1- 13936),  as filed with the SEC on August 8, 1995  pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder.

     (e) 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  consolidated  balance  sheets of the  Company and  subsidiaries  as of
December 31, 1996 and 1995, 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 December 31, 1996,  together with the related notes and
the report of KPMG Peat Marwick LLP,  independent  certified public accountants,
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.  The report of KPMG Peat  Marwick LLP refers to a change in the method
of accounting for mortgage servicing rights effective January 1, 1996.

     The  validity of the Common  Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                       3
4

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

                                       4
5

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

ELEVENTH:
--------

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

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

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

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (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  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):

      4.0      Stock Certificate of BostonFed Bancorp, Inc.1

      5.0      Opinion of Muldoon, Murphy & Faucette, Washington, DC, as to  the
               legality of the Common Stock registered hereby.

      23.1     Consent of  Muldoon, Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).

                                       5
6

      23.2     Consent of KPMG Peat Marwick LLP.

      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 S-1 (SEC No. 33-94860),  as amended, filed
with the SEC on July 21, 1995 and declared effective on September 11, 1995.

ITEM 9.   UNDERTAKINGS

      (a)   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  arising
                         after the effective date of the Registration  Statement
                         (or the most recent  post-effective  amendment thereof)
                         which,  individually  or in the aggregate,  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  material  information  with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the registrant  pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 that are  incorporated  by reference  into this
            Registration Statement.

            (2)   That,  for  the  purpose  of determining  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities offered therein, and the offering of the securities
                  at that  time  shall be  deemed  to be the  initial  bona fide
                  offering thereof.

                                       6
7

           (3)   To  remove  from  registration   by  means  of a post-effective
                 amendment any of the securities  registered  that remain unsold
                 at the termination of the Offering.

      (b)   The undersigned  hereby undertakes 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 and will be governed by the final adjudication of
such issue.

                                       7
8

         

CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the Securities Act,  BostonFed  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 Burlington,  Commonwealth of Massachusetts, on August
27, 1997.

                                      BOSTONFED BANCORP, INC.

                                      By: /s/ David F. Holland
                                          --------------------------------------
                                          David F. Holland
                                          President and Chief Executive Officer

      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. Holland)  constitutes  and appoints David F. Holland,  and
Mr. Holland  constitutes  and appoints  David P. Conley,  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/ David F. Holland      Chairman of the Board, President and   August 27, 1997
--------------------      Chief Executive Officer
David F. Holland            

/s/ David P. Conley       Executive Vice President               August 27, 1997
--------------------
David P. Conley

/s/ John A. Simas         Senior Vice President, Treasurer       August 27, 1997
--------------------      and Secretary, and Chief Financial 
John A. Simas             Officer

                                       8
9

/s/ Edward P. Callahan      Director                             August 27, 1997
----------------------
Edward P. Callahan

/s/ Richard J. Dennis, Sr.  Director                             August 27, 1997
--------------------------
Richard J. Dennis, Sr.

/s/ Charles R. Kent         Director                             August 27, 1997
--------------------
Charles R. Kent

/s/ W. Robert Mill          Director                             August 27, 1997
---------------------
W. Robert Mill

/s/ Dr. Irwin W. Sizer      Director                             August 27, 1997
----------------------
Dr. Irwin W. Sizer

                                        9
10

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                                      Numbered
                                                                                                       Page
 Exhibit No.       Description              Method of Filing                                         Location
-------------     --------------------     ---------------------------------------------------     ------------
4.0            Stock Certificate of     Incorporated herein by reference from the Exhibits          --
                   BostonFed Bancorp,       of the Registrant's Registration Statement on
                   Inc.                     Form S-1 filed with the SEC on July 21, 1995
                                            and declared effective on September 11, 1995.

    5.0            Opinion of Muldoon,      Filed herewith.                                             12
                   Murphy & Faucette

    23.1           Consent of Muldoon,      Contained in Exhibit 5 hereof.                              --
                   Murphy & Faucette

    23.2           Consent of KPMG          Filed herewith.                                             15
                   Peat Marwick LLP

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