<PAGE> 1


As filed with the Securities and Exchange Commission on July 11, 2006
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          MARYLAND                                     20-4465271
-------------------------------              ---------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

                               100 BELLEVUE AVENUE
                           NEWPORT, RHODE ISLAND 02840
                                 (401) 847-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          NEWPORT FEDERAL SAVINGS BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (Full Title of the Plan)
                   -------------------------------------------

                                                    COPIES TO:
KEVIN M. MCCARTHY                                   LAWRENCE M. SPACCASI
PRESIDENT AND CHIEF EXECUTIVE OFFICER               SUZANNE A. WALKER
NEWPORT BANCORP, INC.                               MULDOON MURPHY & AGUGGIA LLP
100 BELLEVUE AVENUE                                 5101 WISCONSIN AVENUE, N.W.
NEWPORT, RHODE ISLAND 02840                         WASHINGTON, D.C.  20016
(401) 847-5500                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

<TABLE>
<CAPTION>

======================================================================================================================
                                       Amount          Proposed Maximum       Proposed Maximum         Amount of
   Title of Securities to be           to be          Offering Price Per     Aggregate Offering      Registration
           Registered                Registered            Share(1)               Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
         <S>                            <C>                    <C>                    <C>                  <C>

         Common Stock
         $.01 par Value                 358,352                $12.75                 $4,569,000           $489
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (3)                                                                (4)
======================================================================================================================
</TABLE>

(1)      The average of the high and low price of the common stock of Newport
         Bancorp, Inc. (the "Common Stock") on the Nasdaq National Market on
         July 7, 2006, in accordance with Rule 457(c) under the Securities Act
         of 1933, as amended (the "Securities Act").
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plan described
         herein.
(4)      The securities of Newport Bancorp, Inc. (the "Company" or the
         "Registrant") to be purchased by the Newport Federal Savings Bank
         Employees' Savings & Profit Sharing Plan and Trust are included in the
         amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
         no separate fee is required for the participation interests. In
         accordance with Rule 457(h) under the Securities Act, 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.

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


<PAGE> 2

NEWPORT BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the Newport Federal
Savings Bank Employees' Savings & Profit Sharing Plan and Trust (the "Plan")
specified by Part I of this Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Newport Bancorp, Inc.
(the "Registrant" or the "Holding Company") with the SEC are incorporated by
reference in this Registration Statement:

         (a)    The Prospectus filed with the SEC by the Registrant (File No.
333-1322582) pursuant to Rule 424(b)(3) on May 23, 2006, which includes the
balance sheets of Newport Federal Savings Bank as of December 31, 2005 and 2004,
and the related statements of income, changes in retained earnings and cash
flows for each of the years in the 3-year period ended December 31, 2005;
together with the related notes and report of Wolf & Company, P.C., independent
registered public accounting firm, dated February 17, 2006.

         (b)    The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51856), 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 March 23, 2006.

         (c)    The Plan's annual report on Form 11-K for the plan year ended
December 31, 2004 filed with the SEC on July 11, 2006.

         (d)    All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) 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.

ITEM 4.  DESCRIPTION OF SECURITIES

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

                                       2
<PAGE> 3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:

         ARTICLE VIII - INDEMNIFICATION
         ------------------------------

         Section 1 - RIGHT TO INDEMNIFICATION
         ------------------------------------

         Each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative, 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 of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), 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 Maryland 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 said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right to indemnification under this Section shall be a
contract right and shall include the right of an officer or director to be paid
by the Corporation expenses incurred in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of any such action, suit
or proceeding, upon the receipt by the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

                                       3
<PAGE> 4


ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         10       Newport Federal Savings Bank Employees' Savings & Profit
                  Sharing Plan and Trust(1)
         23       Consent of Wolf & Company, P.C.
         24       Power of Attorney (contained on the signature pages).
-------------------
(1)     Incorporated herein by reference to the Registrant's  Form S-1/A
        Registration Statement - Exhibit 10.4 filed with the SEC on May 2, 2006.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

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

                (ii)   To reflect in the  prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent  post-effective  amendment  thereof)
                       which,  individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration  statement.  Notwithstanding the  foregoing,
                       any increase or decrease in the 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 Securities and Exchange
                       Commission  pursuant to Rule 424(b) if, in the aggregate,
                       the changes in volume and price represent no more than 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)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

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

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                                       4
<PAGE> 5

         (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.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that, in the opinion of the SEC, such indemnification
                  is against public policy as expressed in such 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 of whether such
                  indemnification by it is against public policy as expressed in
                  such Act and will be governed by the final adjudication of
                  such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       5

<PAGE> 6

                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Newport
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport, State of Rhode Island on July 11, 2006.

                                       NEWPORT BANCORP, INC.


                                       By: /s/ Kevin M. McCarthy
                                           -------------------------------------
                                           Kevin M. McCarthy
                                           President and Chief Executive Officer
                                           (duly authorized representative)

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

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

<TABLE>
<CAPTION>


      Name                                   Title                                  Date
      ----                                   -----                                  ----
<S>                             <C>                                             <C>
/s/ Kevin M. McCarthy           President, Chief Executive Officer              July 11, 2006
---------------------------     and Director (principal executive officer)
Kevin M. McCarthy



/s/ Nino Moscardi               Executive Vice President, Chief                 July 11, 2006
------------------              Operating Officer and Director
Nino Moscardi



/s/ Bruce A. Walsh              Senior Vice President and                       July 11, 2006
---------------------------     Chief Financial Officer
Bruce A. Walsh                  (principal accounting and financial officer)



/s/ Peter W. Rector             Chairman of the Board                           July 11, 2006
---------------------------
Peter W. Rector

                                       6
<PAGE> 7


/s/ John M. Conti                           Director                            July 11, 2006
---------------------------
John M. Conti



/s/ Peter T. Crowley                        Director                            July 11, 2006
---------------------------
Peter T. Crowley



/s/ William R. Harvey                       Director                            July 11, 2006
---------------------------
William R. Harvey



/s/ Michael J. Hayes                        Director                            July 11, 2006
---------------------------
Michael J. Hayes



/s/ Donald N. Kaull                         Director                            July 11, 2006
---------------------------
Donald N. Kaull



/s/ Arthur H. Lathrop                       Director                            July 11, 2006
---------------------------
Arthur H. Lathrop



/s/ Robert S. Lazar                         Director                            July 11, 2006
---------------------------
Robert S. Lazar



/s/ Arthur P. Macauley                      Director                            July 11, 2006
---------------------------
Arthur P. Macauley



/s/ Kathleen A. Nealon                      Director                            July 11, 2006
---------------------------
Kathleen A. Nealon



/s/ Michael S. Pinto                        Director                            July 11, 2006
---------------------------
Michael S. Pinto



/s/ Alicia S. Quirk                         Director                            July 11, 2006
---------------------------
Alicia S. Quirk



                                       7
<PAGE> 8

/s/ Barbara Saccucci Radebach               Director                            July 11, 2006
-----------------------------
Barbara Saccucci Radebach

</TABLE>

                                       8

<PAGE> 9


THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Newport Federal Savings Bank
Employees' Savings & Profit Sharing Plan and Trust have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Newport, Rhode Island on July 11, 2006.


                                        NEWPORT FEDERAL SAVINGS BANK
                                        EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                                        AND TRUST



                                        By: /s/ Judy Tucker
                                            ------------------------------------
                                            Judy Tucker
                                            Plan Administrator


                                       9

<PAGE> 10
<TABLE>
<CAPTION>


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

                                                                                                       Sequentially
                                                                                                          Numbered
   Exhibit No.                       Description                          Method of Filing             Page Location
------------------      -----------------------------------        ------------------------------    -----------------
     <S>                <C>                                        <C>
     10                 Newport Federal Savings Bank
                        Employees' Savings & Profit Sharing
                        Plan and Trust l                           Previously filed.

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

     24                 Power of Attorney                          Located on the signature page.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "newports8june30.txt", "secsgml_size_bytes": 23129}]
{"company-data": {"conformed-name": "Newport Bancorp Inc", "cik": "0001355855", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-135692", "film-number": "06955434"}, "business-address": {"street1": "100 BELLEVUE AVENUE", "city": "NEWPORT", "state": "RI", "zip": "02840", "phone": "401 847 5500"}, "mail-address": {"street1": "100 BELLEVUE AVENUE", "city": "NEWPORT", "state": "RI", "zip": "02840"}}
1

As filed with the Securities and Exchange Commission on July 11, 2006
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          MARYLAND                                     20-4465271
-------------------------------              ---------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

                               100 BELLEVUE AVENUE
                           NEWPORT, RHODE ISLAND 02840
                                 (401) 847-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          NEWPORT FEDERAL SAVINGS BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (Full Title of the Plan)
                   -------------------------------------------

                                                    COPIES TO:
KEVIN M. MCCARTHY                                   LAWRENCE M. SPACCASI
PRESIDENT AND CHIEF EXECUTIVE OFFICER               SUZANNE A. WALKER
NEWPORT BANCORP, INC.                               MULDOON MURPHY & AGUGGIA LLP
100 BELLEVUE AVENUE                                 5101 WISCONSIN AVENUE, N.W.
NEWPORT, RHODE ISLAND 02840                         WASHINGTON, D.C.  20016
(401) 847-5500                                      (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
======================================================================================================================
                                       Amount          Proposed Maximum       Proposed Maximum         Amount of
   Title of Securities to be           to be          Offering Price Per     Aggregate Offering      Registration
           Registered                Registered            Share(1)               Price(2)                Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par Value                 358,352                $12.75                 $4,569,000           $489
----------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (3)                                                                (4)
======================================================================================================================
(1)      The average of the high and low price of the common stock of Newport
         Bancorp, Inc. (the "Common Stock") on the Nasdaq National Market on
         July 7, 2006, in accordance with Rule 457(c) under the Securities Act
         of 1933, as amended (the "Securities Act").
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee benefit plan described
         herein.
(4)      The securities of Newport Bancorp, Inc. (the "Company" or the
         "Registrant") to be purchased by the Newport Federal Savings Bank
         Employees' Savings & Profit Sharing Plan and Trust are included in the
         amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
         no separate fee is required for the participation interests. In
         accordance with Rule 457(h) under the Securities Act, 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.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462
2

NEWPORT BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the Newport Federal
Savings Bank Employees' Savings & Profit Sharing Plan and Trust (the "Plan")
specified by Part I of this Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Newport Bancorp, Inc.
(the "Registrant" or the "Holding Company") with the SEC are incorporated by
reference in this Registration Statement:

         (a)    The Prospectus filed with the SEC by the Registrant (File No.
333-1322582) pursuant to Rule 424(b)(3) on May 23, 2006, which includes the
balance sheets of Newport Federal Savings Bank as of December 31, 2005 and 2004,
and the related statements of income, changes in retained earnings and cash
flows for each of the years in the 3-year period ended December 31, 2005;
together with the related notes and report of Wolf & Company, P.C., independent
registered public accounting firm, dated February 17, 2006.

         (b)    The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51856), 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 March 23, 2006.

         (c)    The Plan's annual report on Form 11-K for the plan year ended
December 31, 2004 filed with the SEC on July 11, 2006.

         (d)    All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) 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.

ITEM 4.  DESCRIPTION OF SECURITIES

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

                                       2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:

         ARTICLE VIII - INDEMNIFICATION
         ------------------------------

         Section 1 - RIGHT TO INDEMNIFICATION
         ------------------------------------

         Each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative, 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 of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), 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 Maryland 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 said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Such right to indemnification under this Section shall be a
contract right and shall include the right of an officer or director to be paid
by the Corporation expenses incurred in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of any such action, suit
or proceeding, upon the receipt by the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

                                       3
4

ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         10       Newport Federal Savings Bank Employees' Savings & Profit
                  Sharing Plan and Trust(1)
         23       Consent of Wolf & Company, P.C.
         24       Power of Attorney (contained on the signature pages).
-------------------
(1)     Incorporated herein by reference to the Registrant's  Form S-1/A
        Registration Statement - Exhibit 10.4 filed with the SEC on May 2, 2006.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

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

                (ii)   To reflect in the  prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent  post-effective  amendment  thereof)
                       which,  individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration  statement.  Notwithstanding the  foregoing,
                       any increase or decrease in the 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 Securities and Exchange
                       Commission  pursuant to Rule 424(b) if, in the aggregate,
                       the changes in volume and price represent no more than 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)  To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

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

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                                       4
5

         (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.

         (c)-(g)  Not applicable.

         (h)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that, in the opinion of the SEC, such indemnification
                  is against public policy as expressed in such 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 of whether such
                  indemnification by it is against public policy as expressed in
                  such Act and will be governed by the final adjudication of
                  such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       5
6

                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Newport
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport, State of Rhode Island on July 11, 2006.

                                       NEWPORT BANCORP, INC.

                                       By: /s/ Kevin M. McCarthy
                                           -------------------------------------
                                           Kevin M. McCarthy
                                           President and Chief Executive Officer
                                           (duly authorized representative)

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                   Title                                  Date
      ----                                   -----                                  ----
/s/ Kevin M. McCarthy           President, Chief Executive Officer              July 11, 2006
---------------------------     and Director (principal executive officer)
Kevin M. McCarthy

/s/ Nino Moscardi               Executive Vice President, Chief                 July 11, 2006
------------------              Operating Officer and Director
Nino Moscardi

/s/ Bruce A. Walsh              Senior Vice President and                       July 11, 2006
---------------------------     Chief Financial Officer
Bruce A. Walsh                  (principal accounting and financial officer)

/s/ Peter W. Rector             Chairman of the Board                           July 11, 2006
---------------------------
Peter W. Rector

                                       6
7

/s/ John M. Conti                           Director                            July 11, 2006
---------------------------
John M. Conti

/s/ Peter T. Crowley                        Director                            July 11, 2006
---------------------------
Peter T. Crowley

/s/ William R. Harvey                       Director                            July 11, 2006
---------------------------
William R. Harvey

/s/ Michael J. Hayes                        Director                            July 11, 2006
---------------------------
Michael J. Hayes

/s/ Donald N. Kaull                         Director                            July 11, 2006
---------------------------
Donald N. Kaull

/s/ Arthur H. Lathrop                       Director                            July 11, 2006
---------------------------
Arthur H. Lathrop

/s/ Robert S. Lazar                         Director                            July 11, 2006
---------------------------
Robert S. Lazar

/s/ Arthur P. Macauley                      Director                            July 11, 2006
---------------------------
Arthur P. Macauley

/s/ Kathleen A. Nealon                      Director                            July 11, 2006
---------------------------
Kathleen A. Nealon

/s/ Michael S. Pinto                        Director                            July 11, 2006
---------------------------
Michael S. Pinto

/s/ Alicia S. Quirk                         Director                            July 11, 2006
---------------------------
Alicia S. Quirk

                                       7
8

/s/ Barbara Saccucci Radebach               Director                            July 11, 2006
-----------------------------
Barbara Saccucci Radebach
8
9

THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Newport Federal Savings Bank
Employees' Savings & Profit Sharing Plan and Trust have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Newport, Rhode Island on July 11, 2006.

                                        NEWPORT FEDERAL SAVINGS BANK
                                        EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                                        AND TRUST

                                        By: /s/ Judy Tucker
                                            ------------------------------------
                                            Judy Tucker
                                            Plan Administrator

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

                                                                                                       Sequentially
                                                                                                          Numbered
   Exhibit No.                       Description                          Method of Filing             Page Location
------------------      -----------------------------------        ------------------------------    -----------------
10                 Newport Federal Savings Bank
                        Employees' Savings & Profit Sharing
                        Plan and Trust l                           Previously filed.

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

     24                 Power of Attorney                          Located on the signature page.