<PAGE>

As filed with the Securities and Exchange Commission on April 23, 1999

                                              Registration No. 333-
                                                                   ------
                                                                 

                         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 certificate of incorporation)

         DELAWARE                       6035                       04-3444269
(state or other jurisdiction of     (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number   Identification No.)
                                                        
                                 31 COURT STREET
                               WESTFIELD, MA 01086
                                 (413) 568-9141
                       (Address, including zip code, and
                   telephone number, including area code, of
                    registrant's principal executive offices)

                             WORONOCO SAVINGS BANK
                      401(K) SAVINGS PLAN IN SBERA TRUST
                            (Full Title of the Plan)

CORNELIUS D. MAHONEY                              COPIES TO:
PRESIDENT, CHIEF EXECUTIVE OFFICER,               DOUGLAS P. FAUCETTE, ESQUIRE
AND CHAIRMAN OF THE BOARD                         KENT M. KRUDYS, ESQUIRE
WORONOCO BANCORP, INC.                            MULDOON, MURPHY & FAUCETTE LLP
31 COURT STREET                                   5101 WISCONSIN AVENUE, N.W.
WESTFIELD, MA  01086                              WASHINGTON, D.C.  20016
(413) 568-9141                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                    1933,  check the following box. / X /
                                                    ----
<TABLE>
<CAPTION>

==================================================================================================================================
     Title of each Class of            Amount to be      Proposed Purchase            Estimated Aggregate         Registration
   Securities to be Registered        Registered (1)      Price Per Share              Offering Price(2)              Fee
==================================================================================================================================
         <S>                              <C>               <C>                           <C>                       <C>
          Common Stock                    72,647
         $.01 par Value                   Shares            $9.00 (3)                     $653,823                  $182
----------------------------------------------------------------------------------------------------------------------------------
          Participation
            Interests                      (4)                                                                       (5)
==================================================================================================================================

(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  Savings Bank 401(k) Savings Plan in SBERA Trust (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. ss.230.416(a).
(2)   Estimated solely for the purpose of calculating the registration fee.
(3)   The last sale price of the  common stock of Woronoco Bancorp,  Inc. (the "Common  Stock") as reported on the American  Stock
      Exchange  ("AMEX") on  April 16, 1999 in accordance with 17 C.F.R. ss.230.457(c).
(4)   In  addition,  pursuant  to 17  C.F.R.  ss.230.416(c),  this  registration statement also covers an  indeterminate amount of
      interests to be offered or sold pursuant to the  employee benefit plan described herein based upon  the  maximum amount that
      could be issued  under the plan  pursuant to 17 C.F.R. ss.230.457(h).
(5)   In accordance with 17 C.F.R. ss.230.457(h),  the registration fee has been  calculated  on the basis of the number of shares
      of Common  Stock that may  be  purchased  with the  current  assets of such Plan.  Accordingly,  no separate fee is required
      for the participation interests.

</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.
Number of Pages 14
Exhibit Index begins on Page 11


                                                                       1

<PAGE> 2



WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for Wornoco Bancorp,  Inc.
401(k)  Savings Plan in SBERA Trust  ("401(k)  Plan")  required by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

         (a) The  Prospectus  filed  with the SEC by the  Registrant  (File  No.
333-67255)  pursuant to Rule  424(b)(3) on January 28, 1999,  which includes the
consolidated  balance  sheets of  Woronoco  Savings  Bank and Subsidiaries  (the
"Bank") as of August 31, 1998  (unaudited),  December 31, 1997 and 1996, and the
related consolidated statements of income,  changes in  surplus, and  cash flows
for the eight months ended August 31, 1998 and 1997 (unaudited)  and for each of
the  three  years in  the  three-year period ended  December 31, 1997,  together
with  the  related  notes  and  the  report of Wolf & Company, P.C., independent
certified public accountants.

         (b)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  001-14671),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder,  on December 4, 1998, and declared effective
January 13, 1999 as  incorporated by reference from the Company's Form S-1 (File
No. 333- 67255) declared effective on January 13, 1999.

         (c) All  documents  filed by the  Company  and the 401(k)  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

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



                                       2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

         The Common  Stock to be offered  pursuant  to the 401(k)  Plan has been
registered  pursuant  to  Section  12(g) of the  Exchange  Act.  Accordingly,  a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The   consolidated   balance  sheets   of  Woronoco  Savings  Bank  and
Subsidiaries (the "Bank") (the   registrant  did  not receive any proceeds until
after  the  effective date  and  therefore  had  no assets or liabilities) as of
August  31,  1998  (unaudited),  December  31,  1997 and 1996,  and the  related
consolidated statements of income, changes in surplus,  and cash  flows for  the
periods  ended August 31, 1998 and 1997  (unaudited)  and for each  of the three
years in the three-year  period  ended  December  31,  1997, together  with  the
related notes and  the  report  of Wolf &  Company,  P.C. independent  auditors,
dated  February 27, 1998  (except for Note 16 as to which the date is August 26,
1998)  incorporated  by  reference  in  this  Registration Statement,  have been
incorporated  herein  in reliance  upon the authority of said firm as experts in
accounting and auditing.


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


         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such



                                    3

<PAGE> 4



indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

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

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.



                                    4

<PAGE> 5



E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

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

ELEVENTH:
--------

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

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

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

       Insofar as indemnification  for liabilities  arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  that such  indemnification  is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.




                                     5


<PAGE> 6



ITEM 8.   LIST OF EXHIBITS.

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

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

      3.1   Certificate of Incorporation of the Registrant.1
      3.2   Bylaws of the Registrant.1
        4   Stock Certificate of Woronoco Bancorp, Inc.1

        8   Tax Opinion not required.  The Registrant has submitted or hereby
            undertakes to submit the 401(k) Plan and any amendment thereto to
            the Internal Revenue Service ("IRS") in a timely manner and has
            made or will make all changes required by the IRS in order to
            qualify the plan.

       23   Consent of Wolf & Company, P.C.

       24   Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit  of the  same  number
   contained in the Registration  Statement on Form S-1 (SEC No. 333-67255),  as
   amended, and declared effective on January 13, 1999.

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)     To  file,  during  any  period  in  which  it  offers  or sells
                 securities,  a  post-effective  amendment to this  Registration
                 Statement to:

                 (i)    Include  any Prospectus required by Section 10(a)(3) of
                        the Securities Act;

                 (ii)   Reflect  in  the  Prospectus  any facts or events which,
                        individually   or  together,  represent  a   fundamental
                        change in the information in the Registration Statement.
                        Notwithstanding the  foregoing, any increase or decrease
                        in  volume of  securities offered (if  the  total dollar
                        value of securities offered would not exceed that  which
                        was  registered)  and any deviation from the low or high
                        end  of  the  estimated  maximum  offering  range may be
                        reflected in the form  of prospectus filed with the  SEC
                        pursuant  to  Rule  424(b) if,  in  the  aggregate,  the
                        changes in volume and price  represent no more than a 20
                        percent change in  the maximum aggregate offering  price
                        set forth in the "Calculation of Registration Fee" table
                        in the effective registration statement; and

                 (iii)   Include any additional or changed material  information
                         on the plan of distribution not previously disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the  Registration  Statement unless
                         the  information  required by (i) and (ii) is contained
                         in periodic reports filed by the Registrant pursuant to


                                            6

<PAGE> 7



                         Section  13 or  15(d)  of the  Exchange  Act  that  are
                         incorporated   by  reference  into  this   Registration
                         Statement;

         (2)     For  determining  liability  under the Securities Act, to treat
                 each post-effective  amendment as a new Registration  Statement
                 of the securities  offered,  and the offering of the securities
                 at that time to be the initial bona fide offering thereof.

         (3)     To file a post-effective  amendment to remove from registration
                 any of the  securities  that  remain  unsold  at the end of the
                 Offering.

         (4)     That,  for  purposes of  determining  any  liability  under the
                 Securities  Act, each filing of the  Registrant's or the Plan's
                 annual  report  pursuant  to  Section  13(a)  or  15(d)  of the
                 Exchange  Act  that  is   incorporated   by  reference  in  the
                 Registration Statement shall be deemed to be a new Registration
                 Statement relating to the securities  offered therein,  and the
                 offering of such  securities at that time shall be deemed to be
                 the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.












                                       7

<PAGE> 8



                                 SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933,  Woronoco
Bancorp,  Inc. certifies that is has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Westfield, MA on April 21, 1999.

                                    WORONOCO BANCORP, INC.


                                    By: /s/ Cornelius D. Mahoney
                                       --------------------------------
                                       Cornelius D. Mahoney
                                       President, Chief Executive Officer, and
                                       Chairman of the Board

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

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and  appoints Debra  L. Murphy,   as  his   true  and   lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

/s/ Cornelius D. Mahoney    Director, President, Chief           April 21, 1999
--------------------------  Executive Officer, and Chairman  
Cornelius D. Mahoney        of the Board
                            (principal executive officer)

/s/ Debra L. Murphy         Senior Vice President and            April 21, 1999
--------------------------  Chief Financial Officer                   
Debra L. Murphy             (principal accounting and
                            financial officer)

/s/ James A. Adams          Director                             April 21, 1999
--------------------------                                             
James A. Adams


/s/ William G. Aiken        Director                             April 21, 1999
--------------------------                                             
William G. Aiken



                                        8

<PAGE> 9




/s/ Paul S. Allen           Director                             April 21, 1999
--------------------------                                             
Paul S. Allen


/s/ Francis J. Ehrhardt
--------------------------  Director                             April 21, 1999
Francis J. Ehrhardt                                                    


/s/ Joseph M. Houser, Jr.   Director                             April 21, 1999
--------------------------                                             
Joseph M. Houser, Jr.


/s/ Joseph P. Keenan        Director                             April 21, 1999
--------------------------                                             
Joseph P. Keenan


/s/ Richard L. Pomeroy      Director                             April 21, 1999
--------------------------                                            
Richard L. Pomeroy


/s/ Ann V. Schultz          Director                             April 21, 1999
--------------------------                                             
Ann V. Schultz           


/s/ Norman H. Storey        Director                             April 21, 1999
--------------------------                                             
Norman H. Storey


/s/ D. Jeffrey Templeton    Director                             April 21, 1999
--------------------------                                             
D. Jeffrey Templeton


/s/ Paul Tsatsos            Director                             April 21, 1999
--------------------------                                             
Paul Tsatsos




                                       9

<PAGE> 10



THE PLAN.

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other persons who administer the Woronoco Saving Bank 401(k) Savings Plan in
SBERA  Trust) have duly caused this  Registration  Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized,  in  the  Westfield,
Massachusetts on April 21, 1999.


                        WORONOCO SAVINGS BANK 401(K) SAVINGS PLAN IN SBERA TRUST

                        By: /s/ Mary Routier
                            --------------------------------
                            Mary Routier
                            Plan Administrator






                                      10


<PAGE> 11



                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>

                                                                                                                     Sequentially
                                                                                                                       Numbered
                                                                                                                         Page
   Exhibit No.           Description                       Method of Filing                                            Location
-----------------        --------------------------        ----------------------------------------------------     ----------------
       <S>               <C>                               <C>                                                              
       3.1               Certificate of                    Incorporated herein by reference from the Exhibits               --
                         Incorporation of the              of the Registrant's Registration Statement on Form
                         Registrant                        S-1 filed with the SEC and declared effective on
                                                           January 13, 1999.

       3.2               Bylaws of the                     Incorporated herein by reference from the Exhibits               --
                         Registrant                        of  the  Registrant's  Registration  Statement  on
                                                           Form S-1 filed with the SEC and declared effective
                                                           on January 13, 1999.

        4                Stock Certificate of              Incorporated herein by reference from the Exhibits               --
                         Woronoco Bancorp,                 of the Registrant's Registration Statement on Form
                         Inc.                              S-1 filed with the SEC and declared effective on
                                                           January 13, 1999.

        8                Tax Opinion not                   The Registrant has submitted or hereby undertakes                --
                         required                          to submit the 401(k) Plan and any amendment thereto
                                                           to the Internal Revenue Service ("IRS") in a timely
                                                           manner and has made or will make all changes required
                                                           by  the IRS in  order  to qualify the plan.

       23                Wolf & Company,                   Filed herewith.                                                  14
                         P.C.

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

</TABLE>





                                                       11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33871}]
{"company-data": {"conformed-name": "WORONOCO BANCORP INC", "cik": "0001072886", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76881", "film-number": "99599588"}, "business-address": {"street1": "C/O WORONOCO SAVINGS BANK", "street2": "31 COURT STREET", "city": "WESTFIELD", "state": "MA", "zip": "01086-0978", "phone": "4135689141"}, "mail-address": {"street1": "C/O WORONOCO SAVINGS BANK", "street2": "31 COURT STREET", "city": "WESTFIELD", "state": "MA", "zip": "01086-0978"}}
As filed with the Securities and Exchange Commission on April 23, 1999

                                              Registration No. 333-
                                                                   ------
                                                                 

                         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 certificate of incorporation)

         DELAWARE                       6035                       04-3444269
(state or other jurisdiction of     (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number   Identification No.)
                                                        
                                 31 COURT STREET
                               WESTFIELD, MA 01086
                                 (413) 568-9141
                       (Address, including zip code, and
                   telephone number, including area code, of
                    registrant's principal executive offices)

                             WORONOCO SAVINGS BANK
                      401(K) SAVINGS PLAN IN SBERA TRUST
                            (Full Title of the Plan)

CORNELIUS D. MAHONEY                              COPIES TO:
PRESIDENT, CHIEF EXECUTIVE OFFICER,               DOUGLAS P. FAUCETTE, ESQUIRE
AND CHAIRMAN OF THE BOARD                         KENT M. KRUDYS, ESQUIRE
WORONOCO BANCORP, INC.                            MULDOON, MURPHY & FAUCETTE LLP
31 COURT STREET                                   5101 WISCONSIN AVENUE, N.W.
WESTFIELD, MA  01086                              WASHINGTON, D.C.  20016
(413) 568-9141                                    (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                    1933,  check the following box. / X /
                                                    ----
==================================================================================================================================
     Title of each Class of            Amount to be      Proposed Purchase            Estimated Aggregate         Registration
   Securities to be Registered        Registered (1)      Price Per Share              Offering Price(2)              Fee
==================================================================================================================================
Common Stock                    72,647
         $.01 par Value                   Shares            $9.00 (3)                     $653,823                  $182
----------------------------------------------------------------------------------------------------------------------------------
          Participation
            Interests                      (4)                                                                       (5)
==================================================================================================================================

(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  Savings Bank 401(k) Savings Plan in SBERA Trust (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. ss.230.416(a).
(2)   Estimated solely for the purpose of calculating the registration fee.
(3)   The last sale price of the  common stock of Woronoco Bancorp,  Inc. (the "Common  Stock") as reported on the American  Stock
      Exchange  ("AMEX") on  April 16, 1999 in accordance with 17 C.F.R. ss.230.457(c).
(4)   In  addition,  pursuant  to 17  C.F.R.  ss.230.416(c),  this  registration statement also covers an  indeterminate amount of
      interests to be offered or sold pursuant to the  employee benefit plan described herein based upon  the  maximum amount that
      could be issued  under the plan  pursuant to 17 C.F.R. ss.230.457(h).
(5)   In accordance with 17 C.F.R. ss.230.457(h),  the registration fee has been  calculated  on the basis of the number of shares
      of Common  Stock that may  be  purchased  with the  current  assets of such Plan.  Accordingly,  no separate fee is required
      for the participation interests.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 14
Exhibit Index begins on Page 11

                                                                       1
2

WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for Wornoco Bancorp,  Inc.
401(k)  Savings Plan in SBERA Trust  ("401(k)  Plan")  required by Part I of the
Registration  Statement will be sent or given to the  participants in the 401(k)
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
Registration  Statement or as a prospectus or prospectus  supplement pursuant to
Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed or to be filed with the SEC are  incorporated by
reference in this Registration Statement:

         (a) The  Prospectus  filed  with the SEC by the  Registrant  (File  No.
333-67255)  pursuant to Rule  424(b)(3) on January 28, 1999,  which includes the
consolidated  balance  sheets of  Woronoco  Savings  Bank and Subsidiaries  (the
"Bank") as of August 31, 1998  (unaudited),  December 31, 1997 and 1996, and the
related consolidated statements of income,  changes in  surplus, and  cash flows
for the eight months ended August 31, 1998 and 1997 (unaudited)  and for each of
the  three  years in  the  three-year period ended  December 31, 1997,  together
with  the  related  notes  and  the  report of Wolf & Company, P.C., independent
certified public accountants.

         (b)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  001-14671),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15 promulgated thereunder,  on December 4, 1998, and declared effective
January 13, 1999 as  incorporated by reference from the Company's Form S-1 (File
No. 333- 67255) declared effective on January 13, 1999.

         (c) All  documents  filed by the  Company  and the 401(k)  Plan,  where
applicable,  pursuant to Section  13(a) and (c), 14 or 15(d) of the Exchange Act
after the date  hereof  and prior to the  filing of a  post-effective  amendment
which deregisters all securities then remaining unsold.

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

                                       2
3

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common  Stock to be offered  pursuant  to the 401(k)  Plan has been
registered  pursuant  to  Section  12(g) of the  Exchange  Act.  Accordingly,  a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The   consolidated   balance  sheets   of  Woronoco  Savings  Bank  and
Subsidiaries (the "Bank") (the   registrant  did  not receive any proceeds until
after  the  effective date  and  therefore  had  no assets or liabilities) as of
August  31,  1998  (unaudited),  December  31,  1997 and 1996,  and the  related
consolidated statements of income, changes in surplus,  and cash  flows for  the
periods  ended August 31, 1998 and 1997  (unaudited)  and for each  of the three
years in the three-year  period  ended  December  31,  1997, together  with  the
related notes and  the  report  of Wolf &  Company,  P.C. independent  auditors,
dated  February 27, 1998  (except for Note 16 as to which the date is August 26,
1998)  incorporated  by  reference  in  this  Registration Statement,  have been
incorporated  herein  in reliance  upon the authority of said firm as experts in
accounting and auditing.

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

         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties  and amounts paid in  settlement)  reasonably  incurred or suffered by
such

                                    3
4

indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

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

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting  or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that,  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

                                    4
5

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

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

ELEVENTH:
--------

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

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

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

       Insofar as indemnification  for liabilities  arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  that such  indemnification  is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

                                     5
6

ITEM 8.   LIST OF EXHIBITS.

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

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

      3.1   Certificate of Incorporation of the Registrant.1
      3.2   Bylaws of the Registrant.1
        4   Stock Certificate of Woronoco Bancorp, Inc.1

        8   Tax Opinion not required.  The Registrant has submitted or hereby
            undertakes to submit the 401(k) Plan and any amendment thereto to
            the Internal Revenue Service ("IRS") in a timely manner and has
            made or will make all changes required by the IRS in order to
            qualify the plan.

       23   Consent of Wolf & Company, P.C.

       24   Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit  of the  same  number
   contained in the Registration  Statement on Form S-1 (SEC No. 333-67255),  as
   amended, and declared effective on January 13, 1999.

ITEM 9.   UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)     To  file,  during  any  period  in  which  it  offers  or sells
                 securities,  a  post-effective  amendment to this  Registration
                 Statement to:

                 (i)    Include  any Prospectus required by Section 10(a)(3) of
                        the Securities Act;

                 (ii)   Reflect  in  the  Prospectus  any facts or events which,
                        individually   or  together,  represent  a   fundamental
                        change in the information in the Registration Statement.
                        Notwithstanding the  foregoing, any increase or decrease
                        in  volume of  securities offered (if  the  total dollar
                        value of securities offered would not exceed that  which
                        was  registered)  and any deviation from the low or high
                        end  of  the  estimated  maximum  offering  range may be
                        reflected in the form  of prospectus filed with the  SEC
                        pursuant  to  Rule  424(b) if,  in  the  aggregate,  the
                        changes in volume and price  represent no more than a 20
                        percent change in  the maximum aggregate offering  price
                        set forth in the "Calculation of Registration Fee" table
                        in the effective registration statement; and

                 (iii)   Include any additional or changed material  information
                         on the plan of distribution not previously disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the  Registration  Statement unless
                         the  information  required by (i) and (ii) is contained
                         in periodic reports filed by the Registrant pursuant to

                                            6
7

                         Section  13 or  15(d)  of the  Exchange  Act  that  are
                         incorporated   by  reference  into  this   Registration
                         Statement;

         (2)     For  determining  liability  under the Securities Act, to treat
                 each post-effective  amendment as a new Registration  Statement
                 of the securities  offered,  and the offering of the securities
                 at that time to be the initial bona fide offering thereof.

         (3)     To file a post-effective  amendment to remove from registration
                 any of the  securities  that  remain  unsold  at the end of the
                 Offering.

         (4)     That,  for  purposes of  determining  any  liability  under the
                 Securities  Act, each filing of the  Registrant's or the Plan's
                 annual  report  pursuant  to  Section  13(a)  or  15(d)  of the
                 Exchange  Act  that  is   incorporated   by  reference  in  the
                 Registration Statement shall be deemed to be a new Registration
                 Statement relating to the securities  offered therein,  and the
                 offering of such  securities at that time shall be deemed to be
                 the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against   public  policy  as  expressed  in  the  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       7
8

                                 SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933,  Woronoco
Bancorp,  Inc. certifies that is has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Westfield, MA on April 21, 1999.

                                    WORONOCO BANCORP, INC.

                                    By: /s/ Cornelius D. Mahoney
                                       --------------------------------
                                       Cornelius D. Mahoney
                                       President, Chief Executive Officer, and
                                       Chairman of the Board

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

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and  appoints Debra  L. Murphy,   as  his   true  and   lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

/s/ Cornelius D. Mahoney    Director, President, Chief           April 21, 1999
--------------------------  Executive Officer, and Chairman  
Cornelius D. Mahoney        of the Board
                            (principal executive officer)

/s/ Debra L. Murphy         Senior Vice President and            April 21, 1999
--------------------------  Chief Financial Officer                   
Debra L. Murphy             (principal accounting and
                            financial officer)

/s/ James A. Adams          Director                             April 21, 1999
--------------------------                                             
James A. Adams

/s/ William G. Aiken        Director                             April 21, 1999
--------------------------                                             
William G. Aiken

                                        8
9

/s/ Paul S. Allen           Director                             April 21, 1999
--------------------------                                             
Paul S. Allen

/s/ Francis J. Ehrhardt
--------------------------  Director                             April 21, 1999
Francis J. Ehrhardt                                                    

/s/ Joseph M. Houser, Jr.   Director                             April 21, 1999
--------------------------                                             
Joseph M. Houser, Jr.

/s/ Joseph P. Keenan        Director                             April 21, 1999
--------------------------                                             
Joseph P. Keenan

/s/ Richard L. Pomeroy      Director                             April 21, 1999
--------------------------                                            
Richard L. Pomeroy

/s/ Ann V. Schultz          Director                             April 21, 1999
--------------------------                                             
Ann V. Schultz           

/s/ Norman H. Storey        Director                             April 21, 1999
--------------------------                                             
Norman H. Storey

/s/ D. Jeffrey Templeton    Director                             April 21, 1999
--------------------------                                             
D. Jeffrey Templeton

/s/ Paul Tsatsos            Director                             April 21, 1999
--------------------------                                             
Paul Tsatsos

                                       9
10

THE PLAN.

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other persons who administer the Woronoco Saving Bank 401(k) Savings Plan in
SBERA  Trust) have duly caused this  Registration  Statement to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized,  in  the  Westfield,
Massachusetts on April 21, 1999.

                        WORONOCO SAVINGS BANK 401(K) SAVINGS PLAN IN SBERA TRUST

                        By: /s/ Mary Routier
                            --------------------------------
                            Mary Routier
                            Plan Administrator

                                      10
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                                 EXHIBIT INDEX
                                 -------------
Sequentially
                                                                                                                       Numbered
                                                                                                                         Page
   Exhibit No.           Description                       Method of Filing                                            Location
-----------------        --------------------------        ----------------------------------------------------     ----------------
3.1               Certificate of                    Incorporated herein by reference from the Exhibits               --
                         Incorporation of the              of the Registrant's Registration Statement on Form
                         Registrant                        S-1 filed with the SEC and declared effective on
                                                           January 13, 1999.

       3.2               Bylaws of the                     Incorporated herein by reference from the Exhibits               --
                         Registrant                        of  the  Registrant's  Registration  Statement  on
                                                           Form S-1 filed with the SEC and declared effective
                                                           on January 13, 1999.

        4                Stock Certificate of              Incorporated herein by reference from the Exhibits               --
                         Woronoco Bancorp,                 of the Registrant's Registration Statement on Form
                         Inc.                              S-1 filed with the SEC and declared effective on
                                                           January 13, 1999.

        8                Tax Opinion not                   The Registrant has submitted or hereby undertakes                --
                         required                          to submit the 401(k) Plan and any amendment thereto
                                                           to the Internal Revenue Service ("IRS") in a timely
                                                           manner and has made or will make all changes required
                                                           by  the IRS in  order  to qualify the plan.

       23                Wolf & Company,                   Filed herewith.                                                  14
                         P.C.

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