As filed with the Securities and Exchange
                         Commission on October 6, 1998

                                                         Registration No. 333-

                      -------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                     -------------------------------------

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


                      New England Community Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

  
Delaware                                                 06-1116165
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification Number)


                                176 Broad Street
                           Windsor, Connecticut 06095
         (Address, including zip code, of principal executive offices)

                 1997 Non-Officer Directors' Stock Option Plan
                            (Full title of the plan)

                                 David Lentini
                Chairman, President and Chief Executive Officer
                      New England Community Bancorp, Inc.
                                176 Broad Street
                           Windsor, Connecticut 06095
                                  860-683-4601

                 (Name and address, including telephone number
                      and area code, of agent for service)

                     Copy to: Robert M. Taylor III, Esquire
                            Day, Berry & Howard LLP
                                  CityPlace I
                        Hartford, Connecticut 06103-3499
                                        
                     -------------------------------------

                         Calculation of Registration Fee


<TABLE>
<CAPTION>


Title of                            Proposed maximum   Proposed maximum    Amount of 
securities to      Amount to be     offering price     aggregate offering  registration
be registered      registered       per unit (2)       price (2)           fee
----------------------------------------------------------------------------------------
<S>              <C>                   <C>                <C>              <C>

Common Stock,
par value 
$.10 per share   330,000 shares(1)     $ 17.3125          $ 5,713,125      $ 1,686.00


</TABLE>


(1)   In addition, pursuant to Rule 416(a), this Registration Statement also
      covers such indeterminate number of additional shares of Common Stock as
      is necessary to eliminate any dilutive effect of any future stock split,
      stock dividend or similar transaction.

(2)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h), based on the average of the high and
      low sales prices of the Common Stock on October 2, 1998 as reported on
      the NASDAQ National Market System.


<PAGE>


                                    PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement relates to shares of common stock, par value
$.10 (the "Common Stock"), of New England Community Bancorp, Inc. (the
"Company") to be issued upon exercise of options granted from time to time
pursuant to the 1997 Non-Officer Directors' Stock Option Plan (the "Plan") to
eligible non-officer directors of the Company and its subsidiaries.  An
aggregate of up to 330,000 shares of Common Stock may be issued upon the
exercise of options granted pursuant to the Plan, subject to adjustment for
stock splits, stock dividends or similar transactions.

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 1997;

      (b)   The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1998 and June 30, 1998 and Amendment No. 1 to the Company's
Quarterly Report for the quarter ended March 31, 1998, on Form 10-Q/A, filed
with the Commission on June 12, 1998;

      (c)   Current reports filed on Form 8-K with the Commission on January 7,
1998, February 26, 1998, March 24, 1998, June 25, 1998, July 17, 1998, and
August 26, 1998 and Form 8-K/A filed on March 13, 1998;

      (d)   The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company to register its Common
Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports filed for the
purposes of updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained 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 or
is 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.

Item 4.  Description of Securities.

      This item is not applicable to the securities to be registered hereby.

Item 5.  Interests of Named Experts and Counsel.

      This item is not applicable to the securities to be registered hereby.

Item 6.  Indemnification of Directors and Officers.

      The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent 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 enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  A Delaware corporation may also indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, except that no indemnification
is permitted without judicial approval if the officer, director, employee or
agent is adjudged to be liable to the corporation.  In addition, Section 145(c)
of the DGCL provides that when an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

      Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
director or officer is not entitled to be indemnified by the corporation.  The
Company's insurance policy provides that such expenses incurred by former
directors and officers or other employees and agents may be paid by the Company
in advance.

      The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 145 of the DGCL are not deemed to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.  In addition, Section 145 of the DGCL authorizes a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person against
such liability under Section 145 of the DGCL.  The Company maintains an
insurance policy under which directors and officers are insured, within the
limits and subject to the limitation of such insurance policy, against certain
liabilities which may be imposed in connection with such persons' service as
such directors or officers.

      The Company's Amended and Restated Certificate of Incorporation and By-
laws contain provisions requiring indemnification of its officers and directors
to the maximum extent permitted by Delaware law and allowing such
indemnification of its employees and agents and persons serving at its request
as a director, officer, employee or agent of another entity.

      Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, except for liability (i) for any
breach of a director's duty of loyalty to the company or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of the law, (iii) for improper payment of dividends,
stock purchases or redemptions of shares or (iv) for any transaction from which
the director derives an improper personal benefit.  The Company's Amended and
Restated Certificate of Incorporation includes such a provision.

Item 7.  Exemption from Registration Claimed.

      This item is not applicable to the securities to be registered hereunder.

Item 8.  Exhibits.

Exhibit No.             Description

4.1                     New England Community Bancorp, Inc. 1997 Non-Officer
                        Directors' Stock Option Plan.

4.2                     Amended and Restated Certificate of Incorporation of
                        New England Community Bancorp, Inc. (incorporated
                        herein by reference to Exhibit 3.1 to the Company's
                        Registration Statement on Form S-4 (File No. 333-
                        57899)).

4.3                     Amended and Restated Bylaws of New England Community
                        Bancorp, Inc. (incorporated herein by reference to
                        Exhibit 3(ii) to the Company's Annual Report on Form
                        10-K for fiscal year ended December 31, 1997 (File No.
                        0-14550)).

5.                      Opinion of Day, Berry & Howard LLP as to the legality
                        of the securities registered hereby including the
                        consent of such counsel.

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

23.2                    Consent of Day, Berry & Howard LLP (See Exhibit 5).

24                      Power of Attorney (See signature page).

Item 9.  Undertakings.

      A. 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:

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

            (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
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; and

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

      PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

      (2)   That, for the purpose of determining any 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 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.

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      C.    Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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.


<PAGE>


                                    SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
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 Windsor, State of Connecticut, on  October 5, 1998.


                                          New England Community Bancorp, Inc.

                                          By:    /s/ David A. Lentini
                                                 ------------------------
                                          Name:  David A. Lentini
                                          Title: Chairman, President and
                                                 Chief Executive Officer


      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.  Each person whose signature appears below hereby constitutes
Anson C. Hall and David A. Lentini and each of them singly, such person's true
and lawful attorneys, with full power to them and each of them to sign for such
person and in such person's name and capacity indicated below any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorneys to any and all such
amendments.


<TABLE>
<CAPTION>


   Signature                         Title                          Date

<S>                           <C>                               <C>

/s/David A. Lentini           Chairman, President and           October 5, 1998
----------------------------  Chief Executive Officer
David A. Lentini              (Principal Executive Officer)



/s/Anson C. Hall              Vice President, Chief Financial   October 5, 1998
----------------------------  Officer and Treasurer
Anson C. Hall                 (Principal Financial and 
                               Accounting Officer)


/s/John C. Carmon             Director                          October 5, 1998
----------------------------
John C. Carmon


/s/Gary J. DeNino             Director                          October 5, 1998
----------------------------
Gary J. DeNino


/s/Frank A. Falvo             Director                          October 5, 1998
----------------------------
Frank A. Falvo


/s/Dominic J. Ferraina        Director                          October 5, 1998
----------------------------
Dominic J. Ferraina


/s/P. Anthony Giorgio, Ph.D.  Director                          October 5, 1998
----------------------------
P. Anthony Giorgio, Ph.D


/s/John R. Harvey             Director                          October 5, 1998
----------------------------
John R. Harvey


/s/Angelina J. McGillivray    Director                          October 5, 1998
---------------------------- 
Angelina J. McGillivray


/s/Michael P. Solimene        Director                          October 5, 1998
----------------------------
Michael P. Solimene


</TABLE>



<TABLE>
<CAPTION>


                             EXHIBIT INDEX


Exhibit No.                         Description
----------------------------------------------------------------------------
<S>                           <C>
4.1                           New England Community Bancorp, Inc.
                              1997 Non-Officer Directors' Stock Option
                              Plan.


5                             Opinion of Day, Berry & Howard LLP as
                              to the liability of the securities registered
                              hereby including the consent of said
                              counsel.


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


23.2                          Consent of Day, Berry & Howard LLP
                              (See Exhibit 5).


24                            Power of Attorney (See signature page).


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21847}]
{"company-data": {"conformed-name": "NEW ENGLAND COMMUNITY BANCORP INC", "cik": "0000752324", "assigned-sic": "6022", "irs-number": "061116165", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65387", "film-number": "98721663"}, "business-address": {"street1": "176 BROAD STREET", "city": "WINDSOR", "state": "CT", "zip": "06095", "phone": "8606103600"}, "mail-address": {"street1": "P O BOX 130", "city": "WINDSOR", "state": "CT", "zip": "06095"}, "former-company": {"former-conformed-name": "OLDE WINDSOR BANCORP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange
                         Commission on October 6, 1998

                                                         Registration No. 333-

                      -------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                     -------------------------------------

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

                      New England Community Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

  
Delaware                                                 06-1116165
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification Number)

                                176 Broad Street
                           Windsor, Connecticut 06095
         (Address, including zip code, of principal executive offices)

                 1997 Non-Officer Directors' Stock Option Plan
                            (Full title of the plan)

                                 David Lentini
                Chairman, President and Chief Executive Officer
                      New England Community Bancorp, Inc.
                                176 Broad Street
                           Windsor, Connecticut 06095
                                  860-683-4601

                 (Name and address, including telephone number
                      and area code, of agent for service)

                     Copy to: Robert M. Taylor III, Esquire
                            Day, Berry & Howard LLP
                                  CityPlace I
                        Hartford, Connecticut 06103-3499
                                        
                     -------------------------------------

                         Calculation of Registration Fee
Title of                            Proposed maximum   Proposed maximum    Amount of 
securities to      Amount to be     offering price     aggregate offering  registration
be registered      registered       per unit (2)       price (2)           fee
----------------------------------------------------------------------------------------
Common Stock,
par value 
$.10 per share   330,000 shares(1)     $ 17.3125          $ 5,713,125      $ 1,686.00
(1)   In addition, pursuant to Rule 416(a), this Registration Statement also
      covers such indeterminate number of additional shares of Common Stock as
      is necessary to eliminate any dilutive effect of any future stock split,
      stock dividend or similar transaction.

(2)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h), based on the average of the high and
      low sales prices of the Common Stock on October 2, 1998 as reported on
      the NASDAQ National Market System.
PART II
                                        
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement relates to shares of common stock, par value
$.10 (the "Common Stock"), of New England Community Bancorp, Inc. (the
"Company") to be issued upon exercise of options granted from time to time
pursuant to the 1997 Non-Officer Directors' Stock Option Plan (the "Plan") to
eligible non-officer directors of the Company and its subsidiaries.  An
aggregate of up to 330,000 shares of Common Stock may be issued upon the
exercise of options granted pursuant to the Plan, subject to adjustment for
stock splits, stock dividends or similar transactions.

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 1997;

      (b)   The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1998 and June 30, 1998 and Amendment No. 1 to the Company's
Quarterly Report for the quarter ended March 31, 1998, on Form 10-Q/A, filed
with the Commission on June 12, 1998;

      (c)   Current reports filed on Form 8-K with the Commission on January 7,
1998, February 26, 1998, March 24, 1998, June 25, 1998, July 17, 1998, and
August 26, 1998 and Form 8-K/A filed on March 13, 1998;

      (d)   The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company to register its Common
Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendments or reports filed for the
purposes of updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained 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 or
is 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.

Item 4.  Description of Securities.

      This item is not applicable to the securities to be registered hereby.

Item 5.  Interests of Named Experts and Counsel.

      This item is not applicable to the securities to be registered hereby.

Item 6.  Indemnification of Directors and Officers.

      The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent 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 enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  A Delaware corporation may also indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise.  The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, except that no indemnification
is permitted without judicial approval if the officer, director, employee or
agent is adjudged to be liable to the corporation.  In addition, Section 145(c)
of the DGCL provides that when an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

      Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
director or officer is not entitled to be indemnified by the corporation.  The
Company's insurance policy provides that such expenses incurred by former
directors and officers or other employees and agents may be paid by the Company
in advance.

      The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 145 of the DGCL are not deemed to be exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.  In addition, Section 145 of the DGCL authorizes a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person against
such liability under Section 145 of the DGCL.  The Company maintains an
insurance policy under which directors and officers are insured, within the
limits and subject to the limitation of such insurance policy, against certain
liabilities which may be imposed in connection with such persons' service as
such directors or officers.

      The Company's Amended and Restated Certificate of Incorporation and By-
laws contain provisions requiring indemnification of its officers and directors
to the maximum extent permitted by Delaware law and allowing such
indemnification of its employees and agents and persons serving at its request
as a director, officer, employee or agent of another entity.

      Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, except for liability (i) for any
breach of a director's duty of loyalty to the company or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of the law, (iii) for improper payment of dividends,
stock purchases or redemptions of shares or (iv) for any transaction from which
the director derives an improper personal benefit.  The Company's Amended and
Restated Certificate of Incorporation includes such a provision.

Item 7.  Exemption from Registration Claimed.

      This item is not applicable to the securities to be registered hereunder.

Item 8.  Exhibits.

Exhibit No.             Description

4.1                     New England Community Bancorp, Inc. 1997 Non-Officer
                        Directors' Stock Option Plan.

4.2                     Amended and Restated Certificate of Incorporation of
                        New England Community Bancorp, Inc. (incorporated
                        herein by reference to Exhibit 3.1 to the Company's
                        Registration Statement on Form S-4 (File No. 333-
                        57899)).

4.3                     Amended and Restated Bylaws of New England Community
                        Bancorp, Inc. (incorporated herein by reference to
                        Exhibit 3(ii) to the Company's Annual Report on Form
                        10-K for fiscal year ended December 31, 1997 (File No.
                        0-14550)).

5.                      Opinion of Day, Berry & Howard LLP as to the legality
                        of the securities registered hereby including the
                        consent of such counsel.

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

23.2                    Consent of Day, Berry & Howard LLP (See Exhibit 5).

24                      Power of Attorney (See signature page).

Item 9.  Undertakings.

      A. 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:

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

            (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
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; and

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

      PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

      (2)   That, for the purpose of determining any 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 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.

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      C.    Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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.
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
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 Windsor, State of Connecticut, on  October 5, 1998.

                                          New England Community Bancorp, Inc.

                                          By:    /s/ David A. Lentini
                                                 ------------------------
                                          Name:  David A. Lentini
                                          Title: Chairman, President and
                                                 Chief Executive Officer

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.  Each person whose signature appears below hereby constitutes
Anson C. Hall and David A. Lentini and each of them singly, such person's true
and lawful attorneys, with full power to them and each of them to sign for such
person and in such person's name and capacity indicated below any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorneys to any and all such
amendments.
Signature                         Title                          Date
/s/David A. Lentini           Chairman, President and           October 5, 1998
----------------------------  Chief Executive Officer
David A. Lentini              (Principal Executive Officer)

/s/Anson C. Hall              Vice President, Chief Financial   October 5, 1998
----------------------------  Officer and Treasurer
Anson C. Hall                 (Principal Financial and 
                               Accounting Officer)

/s/John C. Carmon             Director                          October 5, 1998
----------------------------
John C. Carmon

/s/Gary J. DeNino             Director                          October 5, 1998
----------------------------
Gary J. DeNino

/s/Frank A. Falvo             Director                          October 5, 1998
----------------------------
Frank A. Falvo

/s/Dominic J. Ferraina        Director                          October 5, 1998
----------------------------
Dominic J. Ferraina

/s/P. Anthony Giorgio, Ph.D.  Director                          October 5, 1998
----------------------------
P. Anthony Giorgio, Ph.D

/s/John R. Harvey             Director                          October 5, 1998
----------------------------
John R. Harvey

/s/Angelina J. McGillivray    Director                          October 5, 1998
---------------------------- 
Angelina J. McGillivray

/s/Michael P. Solimene        Director                          October 5, 1998
----------------------------
Michael P. Solimene
EXHIBIT INDEX

Exhibit No.                         Description
----------------------------------------------------------------------------
4.1                           New England Community Bancorp, Inc.
                              1997 Non-Officer Directors' Stock Option
                              Plan.

5                             Opinion of Day, Berry & Howard LLP as
                              to the liability of the securities registered
                              hereby including the consent of said
                              counsel.

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

23.2                          Consent of Day, Berry & Howard LLP
                              (See Exhibit 5).

24                            Power of Attorney (See signature page).