<PAGE> 1


As filed with the United States Securities and Exchange Commission on
May 10, 2004  Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             WORONOCO BANCORP, INC.
             (exact name of registrant as specified in its charter)


          DELAWARE                                       04-3444269
 (State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

                                 31 Court Street
                         Westfield, Massachusetts 01085
                                 (413) 568-9141
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

              WORONOCO BANCORP, INC. 2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                            -----------------------

                                                   COPIES TO:
CORNELIUS D. MAHONEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER     DOUGLAS P. FAUCETTE, ESQ.
WORONOCO BANCORP, INC.                    THOMAS P. HUTTON, ESQ.
31 COURT STREET                           MULDOON MURPHY FAUCETTE & AGUGGIA LLP
Westfield, Massachusetts 01085            5101 Wisconsin Avenue, N.W.
(413) 568-9141                            Washington, D.C.  20016
(Name, address, including zip code,       (202) 362-0840
and telephone number, including area
code, of agent for service)

<TABLE>
<CAPTION>

=====================================================================================================================
                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
          REGISTERED              REGISTERED (1)          SHARE(3)                 PRICE          REGISTRATION FEE
=====================================================================================================================
        <S>                      <C>                       <C>                  <C>                    <C>
         Common Stock            70,000 shares(2)          $32.40               $2,268,000             $288
        $.01 par value
=====================================================================================================================

(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 Woronoco Bancorp, Inc. 2004 Equity Compensation Plan (the
         "Plan") as the result of a stock split, stock dividend or similar
         adjustment of the outstanding common stock of Woronoco Bancorp, Inc.
         pursuant to 17 C.F.R. Section 230.416(a).
(2)      Represents the shares which may be issued as stock awards or upon the
         exercise of options to purchase shares of Woronoco Bancorp, Inc. common
         stock granted or to be granted under the Plan.
(3)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Pursuant to 17 C.F.R. ss.230.457(c), under the
         Securities Act, the price per share is the average of the high and low
         price of Woronoco Bancorp, Inc. common stock as reported on the
         American Stock Exchange on May 6, 2004.
</TABLE>


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.


<PAGE> 2






WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The information regarding the Woronoco Bancorp, Inc. (the "Company"
or the "Registrant") 2004 Equity Compensation 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) under the Securities Act. Such documents are
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company 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, 2003, which includes the consolidated financial statements of
Woronoco Bancorp, Inc. and subsidiaries as of December 31, 2003, together with
the related notes and report of Wolf & Company, P.C., independent certified
public accountants filed with the SEC on March 15, 2004 (File No. 001-14671).

         (b) The description of the Company's common stock contained in its Form
8-A (File No. 001-13793) as filed with the SEC pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and Rule 12d-15
promulgated thereunder, on December 4, 1998, and declared effective January 13,
1999.

         (c) 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(b) of the Exchange Act. Accordingly, a description of the common
stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

         The Registrant shall indemnify its directors and employees in
accordance with the following provisions from the Registrant's Certificate of
Incorporation:

         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, judgment, fines, ERISA excise taxes or
         penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with respect to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

                  B. The right to indemnification conferred in Section A of this
         Article TENTH shall include the right to be paid by the Corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition (hereinafter and "advancement of expenses");
         provided, however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an indemnitee in his
         or her capacity as a Director or Officer (and not in any other capacity
         in which service was or is rendered by such 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

                                       3

<PAGE> 4


         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.

ITEM 8.  EXHIBITS.

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

         (a)      List of Exhibits (filed herewith unless otherwise noted)

                  5.0    Opinion of Muldoon Murphy Faucette & Aguggia LLP as
                         to the legality of the common stock to be issued.
                  10.0   Woronoco Bancorp, Inc. 2004 Equity Compensation
                         Plan(1)
                  23.1   Consent of Muldoon Murphy Faucette & Aguggia LLP
                         (contained in the opinion included as Exhibit 5)
                  23.2   Consent of Wolf & Company, P.C.
                  24.0   Powers of Attorney (contained on the signature pages).

------------------------------
(1)   Incorporated herein by reference from Appendix C contained in the Proxy
      Statement (SEC No. 001-14671) filed with the SEC on March 22, 2004.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:


                                       5

<PAGE> 6


                           (i)    To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii)   To 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 set forth 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% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii)  To 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.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

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

                  (4) That, for purposes of determining any liability under the
                  Securities Act of 1933, each filing of the Registrant's annual
                  report pursuant to Section 13(a) or 15(d) of the Exchange Act
                  (and where applicable, each filing of an employee benefit
                  plan's annual report pursuant to section 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 directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       6



<PAGE> 7


                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Woronoco
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 Westfield, Massachusetts, on May 10, 2004.

                      WORONOCO BANCORP, INC.


                      By: /s/Cornelius D. Mahoney
                          ---------------------------------------------------
                          Cornelius D. Mahoney
                          President, Chief Executive Officer and Chairman of
                          the Board (principal executive officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Mahoney) constitutes and appoints Cornelius D. Mahoney and
Mr. Mahoney hereby constitutes and appoints Debra L. Murphy, 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.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


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


/s/Cornelius D. Mahoney     President, Chief Executive             May 10, 2004
------------------------    Officer and Chairman of the Board
Cornelius D. Mahoney        (principal executive officer)



/s/Debra L. Murphy          Executive Vice President and           May 10, 2004
------------------------    Chief Financial Officer (principal
Debra L. Murphy             accounting and financial officer)


/s/William G. Aiken         Director                               May 10, 2004
------------------------
William G. Aiken



<PAGE> 8



/s/John B. Davies           Director                               May 10, 2004
-------------------------
John B. Davies



                            Director
-------------------------
Francis J. Ehrhardt



/s/Joseph P. Keenan, M.D.   Director                               May 10, 2004
-------------------------
Joseph P. Keenan, M.D.



                            Director
-------------------------
Carmen J. Mascaro


/s/Richard L. Pomeroy       Director                               May 10, 2004
-------------------------
Richard L. Pomeroy


/s/Ann V. Schultz           Director                               May 10, 2004
-------------------------
Ann V. Schultz



/s/Norman H. Storey         Director                               May 10, 2004
-------------------------
Norman H. Storey



/s/D. Jeffrey Templeton        Director                            May 10, 2004
-------------------------
D. Jeffrey Templeton



<PAGE> 9
<TABLE>
<CAPTION>


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


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

       <S>              <C>                                                 <C>
        5.0             Opinion of Muldoon Murphy Faucette & Aguggia        Filed herewith.
                        LLP as to the legality of the common stock to
                        be issued.

       10.0             Woronoco Bancorp, Inc. 2004 Equity                  Incorporated by reference.
                        Compensation Plan.

       23.1             Consent of Muldoon Murphy Faucette & Aguggia        Contained in the opinion
                        LLP.                                                included as Exhibit 5.

       23.2             Consent of Wolf & Company, P.C.                     Filed herewith.

       24.0             Power of Attorney.                                  Located on the signature page.


</TABLE>
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{"company-data": {"conformed-name": "WORONOCO BANCORP INC", "cik": "0001072886", "assigned-sic": "6036", "irs-number": "043444269", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115348", "film-number": "04794011"}, "business-address": {"street1": "31 COURT STREET", "street2": "C/O WORONOCO SAVINGS BANK", "city": "WESTFIELD", "state": "MA", "zip": "01085", "phone": "4135689141"}, "mail-address": {"street1": "C/O WORONOCO SAVINGS BANK", "street2": "31 COURT STREET", "city": "WESTFIELD", "state": "MA", "zip": "01085"}}
1

As filed with the United States Securities and Exchange Commission on
May 10, 2004  Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             WORONOCO BANCORP, INC.
             (exact name of registrant as specified in its charter)

          DELAWARE                                       04-3444269
 (State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

                                 31 Court Street
                         Westfield, Massachusetts 01085
                                 (413) 568-9141
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

              WORONOCO BANCORP, INC. 2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                            -----------------------

                                                   COPIES TO:
CORNELIUS D. MAHONEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER     DOUGLAS P. FAUCETTE, ESQ.
WORONOCO BANCORP, INC.                    THOMAS P. HUTTON, ESQ.
31 COURT STREET                           MULDOON MURPHY FAUCETTE & AGUGGIA LLP
Westfield, Massachusetts 01085            5101 Wisconsin Avenue, N.W.
(413) 568-9141                            Washington, D.C.  20016
(Name, address, including zip code,       (202) 362-0840
and telephone number, including area
code, of agent for service)
=====================================================================================================================
                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
          REGISTERED              REGISTERED (1)          SHARE(3)                 PRICE          REGISTRATION FEE
=====================================================================================================================
Common Stock            70,000 shares(2)          $32.40               $2,268,000             $288
        $.01 par value
=====================================================================================================================

(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 Woronoco Bancorp, Inc. 2004 Equity Compensation Plan (the
         "Plan") as the result of a stock split, stock dividend or similar
         adjustment of the outstanding common stock of Woronoco Bancorp, Inc.
         pursuant to 17 C.F.R. Section 230.416(a).
(2)      Represents the shares which may be issued as stock awards or upon the
         exercise of options to purchase shares of Woronoco Bancorp, Inc. common
         stock granted or to be granted under the Plan.
(3)      Estimated solely for the purpose of calculating the amount of the
         registration fee. Pursuant to 17 C.F.R. ss.230.457(c), under the
         Securities Act, the price per share is the average of the high and low
         price of Woronoco Bancorp, Inc. common stock as reported on the
         American Stock Exchange on May 6, 2004.
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.
2

WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The information regarding the Woronoco Bancorp, Inc. (the "Company"
or the "Registrant") 2004 Equity Compensation 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) under the Securities Act. Such documents are
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company 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, 2003, which includes the consolidated financial statements of
Woronoco Bancorp, Inc. and subsidiaries as of December 31, 2003, together with
the related notes and report of Wolf & Company, P.C., independent certified
public accountants filed with the SEC on March 15, 2004 (File No. 001-14671).

         (b) The description of the Company's common stock contained in its Form
8-A (File No. 001-13793) as filed with the SEC pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and Rule 12d-15
promulgated thereunder, on December 4, 1998, and declared effective January 13,
1999.

         (c) 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(b) of the Exchange Act. Accordingly, a description of the common
stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

         The Registrant shall indemnify its directors and employees in
accordance with the following provisions from the Registrant's Certificate of
Incorporation:

         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, judgment, fines, ERISA excise taxes or
         penalties and amounts paid in settlement) reasonably incurred or
         suffered by such indemnitee in connection therewith; provided, however,
         that, except as provided in Section C hereof with respect to
         proceedings to enforce rights to indemnification, the Corporation shall
         indemnify any such indemnitee in connection with a proceeding (or part
         thereof) initiated by such indemnitee only if such proceeding (or part
         thereof) was authorized by the Board of Directors of the Corporation.

                  B. The right to indemnification conferred in Section A of this
         Article TENTH shall include the right to be paid by the Corporation the
         expenses incurred in defending any such proceeding in advance of its
         final disposition (hereinafter and "advancement of expenses");
         provided, however, that, if the Delaware General Corporation Law
         requires, an advancement of expenses incurred by an indemnitee in his
         or her capacity as a Director or Officer (and not in any other capacity
         in which service was or is rendered by such 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

                                       3
4

         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.

ITEM 8.  EXHIBITS.

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

         (a)      List of Exhibits (filed herewith unless otherwise noted)

                  5.0    Opinion of Muldoon Murphy Faucette & Aguggia LLP as
                         to the legality of the common stock to be issued.
                  10.0   Woronoco Bancorp, Inc. 2004 Equity Compensation
                         Plan(1)
                  23.1   Consent of Muldoon Murphy Faucette & Aguggia LLP
                         (contained in the opinion included as Exhibit 5)
                  23.2   Consent of Wolf & Company, P.C.
                  24.0   Powers of Attorney (contained on the signature pages).

------------------------------
(1)   Incorporated herein by reference from Appendix C contained in the Proxy
      Statement (SEC No. 001-14671) filed with the SEC on March 22, 2004.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

                                       5
6

                           (i)    To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                           (ii)   To 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 set forth 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% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii)  To 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.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

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

                  (4) That, for purposes of determining any liability under the
                  Securities Act of 1933, each filing of the Registrant's annual
                  report pursuant to Section 13(a) or 15(d) of the Exchange Act
                  (and where applicable, each filing of an employee benefit
                  plan's annual report pursuant to section 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 directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
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                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Woronoco
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 Westfield, Massachusetts, on May 10, 2004.

                      WORONOCO BANCORP, INC.

                      By: /s/Cornelius D. Mahoney
                          ---------------------------------------------------
                          Cornelius D. Mahoney
                          President, Chief Executive Officer and Chairman of
                          the Board (principal executive officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Mahoney) constitutes and appoints Cornelius D. Mahoney and
Mr. Mahoney hereby constitutes and appoints Debra L. Murphy, 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.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/Cornelius D. Mahoney     President, Chief Executive             May 10, 2004
------------------------    Officer and Chairman of the Board
Cornelius D. Mahoney        (principal executive officer)

/s/Debra L. Murphy          Executive Vice President and           May 10, 2004
------------------------    Chief Financial Officer (principal
Debra L. Murphy             accounting and financial officer)

/s/William G. Aiken         Director                               May 10, 2004
------------------------
William G. Aiken
8

/s/John B. Davies           Director                               May 10, 2004
-------------------------
John B. Davies

                            Director
-------------------------
Francis J. Ehrhardt

/s/Joseph P. Keenan, M.D.   Director                               May 10, 2004
-------------------------
Joseph P. Keenan, M.D.

                            Director
-------------------------
Carmen J. Mascaro

/s/Richard L. Pomeroy       Director                               May 10, 2004
-------------------------
Richard L. Pomeroy

/s/Ann V. Schultz           Director                               May 10, 2004
-------------------------
Ann V. Schultz

/s/Norman H. Storey         Director                               May 10, 2004
-------------------------
Norman H. Storey

/s/D. Jeffrey Templeton        Director                            May 10, 2004
-------------------------
D. Jeffrey Templeton
9
EXHIBIT INDEX
                                  -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
  Exhibit No.           Description                                         Method of Filing                        Location
------------------      ------------------------------------------------    --------------------------------    -----------------
5.0             Opinion of Muldoon Murphy Faucette & Aguggia        Filed herewith.
                        LLP as to the legality of the common stock to
                        be issued.

       10.0             Woronoco Bancorp, Inc. 2004 Equity                  Incorporated by reference.
                        Compensation Plan.

       23.1             Consent of Muldoon Murphy Faucette & Aguggia        Contained in the opinion
                        LLP.                                                included as Exhibit 5.

       23.2             Consent of Wolf & Company, P.C.                     Filed herewith.

       24.0             Power of Attorney.                                  Located on the signature page.