As filed with the Securities and Exchange
                       Commission on December 30, 1998

                                                Registration No. 333-

                ------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     -------------------------------------
                                    FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     -------------------------------------
                      New England Community Bancorp, Inc.
             (Exact name of registrant as specified in its charter)


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

                               176 Broad Street,
                           Windsor, Connecticut 06095
         (Address, including zip code, of principal executive offices)
                                        
                   New England Community Bancorp 401(k) Plan
                            (Full title of the plan)
                                        
                                 David Lentini
                Chairman, President and Chief Executive Officer
                      New England Community Bancorp, Inc.
                                176 Broad Street
                           Windsor, Connecticut 06095
                                  860-683-4601
   (Name and address, including telephone number and area code, of agent for
                                    service)
    --------------------------------------------------------------------------
                                   Copies to:
                         Robert M. Taylor III, Esquire
                            Day, Berry & Howard LLP
                                  CityPlace I
                        Hartford, Connecticut 06103-3499
    --------------------------------------------------------------------------
                         Calculation of Registration Fee


<TABLE>
<CAPTION>

 Title of securities to be   Amount to be          Proposed maximum      Proposed maximum           Amount of 
        registered            registered          offering price per    aggregate offering       Registration Fee
                                                       unit(3)              price(3)
 <S>                         <C>                     <C>                   <C>                     <C>
 Common Stock, par value     250,000 shares (1)(2)   $20.00                $5,000,000.00           $1,390.00
 $.10 per share (1)

</TABLE>

(1)   In addition, pursuant to Rule 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.

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

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h), based on the average of the high and
      low prices of the Common Stock reported on the Nasdaq National Market
      System on December 28, 1998.

<PAGE>


                                    PART II
                                        
                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The following documents filed by New England Community Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

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

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

      (c)   The Company's Current Reports on Form 8-K filed with the Commission
on January 7, 1998, February 26, 1998, March 24, 1998, June 25, 1998, July 17,
1998, August 26, 1998 and October 21, 1998, and amended current reports on Form
8-K/A filed with the Commission on March 13, 1998 and October 19, 1998; and

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

      All documents filed by the Company or the New England Community Bancorp
401(k) Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

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

Item 8.  Exhibits.

Exhibit No.             Description

4.1                     New England Community Bancorp 401(k) Plan.

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

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

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

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

23.2                    Consent of Arthur Andersen LLP.

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

24                      Power of Attorney (See signature page).


*     The registrant will submit the Plan, as amended, to the Internal Revenue
      Service ("IRS") in a timely manner and will make all changes required by
      the IRS in order to qualify the Plan.


Item 9.  Undertakings.

      A. The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and

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

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

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

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

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


<PAGE>


                                  SIGNATURES

      The Registrant:

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Windsor, State of Connecticut, on this 29
day of December, 1998.

                                          New England Community Bancorp, Inc.


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


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



 /S/ DAVID A. LENTINI             Chairman, President and Chief     December 29, 1998
David A. Lentini                  Executive Officer
                                  (Principal Executive Officer)


 /S/ ANSON C. HALL                Vice President, Chief             December 29, 1998
Anson C. Hall                     Financial Officer and Treasurer
                                  (Principal Financial and 
                                  Accounting Officer)


 /S/ JOHN C. CARMON               Director                          December 29, 1998
John C. Carmon




 /S/ GARY J. DENINO               Director                          December 29, 1998
Gary J. DeNino



 /S/ FRANK A. FALVO               Director                          December 29, 1998
Frank A. Falvo



 /S/ DOMINIC J. FERRAINA          Director                          December 17, 1998
Dominic J. Ferraina




 /S/ P. ANTHONY GIORGIO, PH.D     Director                          December 17, 1998
P. Anthony Giorgio, Ph.D


 /S/ JOHN R. HARVEY               Director                          December 17, 1998
John R. Harvey


 /S/ ANGELINA J. MCGILLIVRAY      Director and Secretary            December 29, 1998
Angelina J. McGillivray


 /S/ JAMES A. COTTER, JR.         Director                          December 29, 1998
James A. Cotter, Jr.



 /S/ SOLOMON KERENSKY             Director                          December 17, 1998
Solomon Kerensky


 /S/ J. BRIAN SMITH               Director                          December 17, 1998
J. Brian Smith

</TABLE>
<PAGE>
The Plan:

      Pursuant to the requirements of the Securities Act of 1933, the Trustee
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on December 30th 1998.


                                    New England Community Bancorp 401(k) Plan


                                    By:   /s/Patty Ashbaugh
                                          Name: Patty Ashbaugh
                                          Title: Vice President & Trust Officer


<PAGE>

                                 EXHIBIT INDEX

Exhibit No.             Description

4.1                     New England Community Bancorp 401(k) Plan.

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

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

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

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

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

24                      Power of Attorney (See signature page).

__________

*     The registrant will submit the Plan, as amended, to the Internal Revenue
      Service ("IRS") in a timely manner and will make all changes required by
      the IRS in order to qualify the Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23117}]
{"company-data": {"conformed-name": "NEW ENGLAND COMMUNITY BANCORP INC", "cik": "0000752324", "assigned-sic": "6022", "irs-number": "061116165", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69933", "film-number": "98778451"}, "business-address": {"street1": "176 BROAD STREET", "street2": "P O BOX 130", "city": "WINDSOR", "state": "CT", "zip": "06095", "phone": "8606103600"}, "mail-address": {"street1": "P O BOX 130", "street2": "OLD WINDSOR MALL", "city": "WINDSOR", "state": "CT", "zip": "06095"}, "former-company": {"former-conformed-name": "OLDE WINDSOR BANCORP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange
                       Commission on December 30, 1998

                                                Registration No. 333-

                ------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                     -------------------------------------
                                    FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     -------------------------------------
                      New England Community Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

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

                               176 Broad Street,
                           Windsor, Connecticut 06095
         (Address, including zip code, of principal executive offices)
                                        
                   New England Community Bancorp 401(k) Plan
                            (Full title of the plan)
                                        
                                 David Lentini
                Chairman, President and Chief Executive Officer
                      New England Community Bancorp, Inc.
                                176 Broad Street
                           Windsor, Connecticut 06095
                                  860-683-4601
   (Name and address, including telephone number and area code, of agent for
                                    service)
    --------------------------------------------------------------------------
                                   Copies to:
                         Robert M. Taylor III, Esquire
                            Day, Berry & Howard LLP
                                  CityPlace I
                        Hartford, Connecticut 06103-3499
    --------------------------------------------------------------------------
                         Calculation of Registration Fee
Title of securities to be   Amount to be          Proposed maximum      Proposed maximum           Amount of 
        registered            registered          offering price per    aggregate offering       Registration Fee
                                                       unit(3)              price(3)
Common Stock, par value     250,000 shares (1)(2)   $20.00                $5,000,000.00           $1,390.00
 $.10 per share (1)
(1)   In addition, pursuant to Rule 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.

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

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and (h), based on the average of the high and
      low prices of the Common Stock reported on the Nasdaq National Market
      System on December 28, 1998.
PART II
                                        
                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by New England Community Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

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

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

      (c)   The Company's Current Reports on Form 8-K filed with the Commission
on January 7, 1998, February 26, 1998, March 24, 1998, June 25, 1998, July 17,
1998, August 26, 1998 and October 21, 1998, and amended current reports on Form
8-K/A filed with the Commission on March 13, 1998 and October 19, 1998; and

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

      All documents filed by the Company or the New England Community Bancorp
401(k) Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

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

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

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

Item 8.  Exhibits.

Exhibit No.             Description

4.1                     New England Community Bancorp 401(k) Plan.

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

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

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

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

23.2                    Consent of Arthur Andersen LLP.

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

24                      Power of Attorney (See signature page).

*     The registrant will submit the Plan, as amended, to the Internal Revenue
      Service ("IRS") in a timely manner and will make all changes required by
      the IRS in order to qualify the Plan.

Item 9.  Undertakings.

      A. The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and

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

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

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

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

      B.    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

      The Registrant:

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Windsor, State of Connecticut, on this 29
day of December, 1998.

                                          New England Community Bancorp, Inc.

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

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.  Each person whose signature appears below hereby constitutes
Anson C. Hall and David A. Lentini and each of them singly, such person's true
and lawful attorneys, with full power to them and each of them to sign for such
person and in such person's name and capacity indicated below any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorneys to any and all such
amendments.
Signature                   Title                             Date
/S/ DAVID A. LENTINI             Chairman, President and Chief     December 29, 1998
David A. Lentini                  Executive Officer
                                  (Principal Executive Officer)

 /S/ ANSON C. HALL                Vice President, Chief             December 29, 1998
Anson C. Hall                     Financial Officer and Treasurer
                                  (Principal Financial and 
                                  Accounting Officer)

 /S/ JOHN C. CARMON               Director                          December 29, 1998
John C. Carmon

 /S/ GARY J. DENINO               Director                          December 29, 1998
Gary J. DeNino

 /S/ FRANK A. FALVO               Director                          December 29, 1998
Frank A. Falvo

 /S/ DOMINIC J. FERRAINA          Director                          December 17, 1998
Dominic J. Ferraina

 /S/ P. ANTHONY GIORGIO, PH.D     Director                          December 17, 1998
P. Anthony Giorgio, Ph.D

 /S/ JOHN R. HARVEY               Director                          December 17, 1998
John R. Harvey

 /S/ ANGELINA J. MCGILLIVRAY      Director and Secretary            December 29, 1998
Angelina J. McGillivray

 /S/ JAMES A. COTTER, JR.         Director                          December 29, 1998
James A. Cotter, Jr.

 /S/ SOLOMON KERENSKY             Director                          December 17, 1998
Solomon Kerensky

 /S/ J. BRIAN SMITH               Director                          December 17, 1998
J. Brian Smith
The Plan:

      Pursuant to the requirements of the Securities Act of 1933, the Trustee
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on December 30th 1998.

                                    New England Community Bancorp 401(k) Plan

                                    By:   /s/Patty Ashbaugh
                                          Name: Patty Ashbaugh
                                          Title: Vice President & Trust Officer
EXHIBIT INDEX

Exhibit No.             Description

4.1                     New England Community Bancorp 401(k) Plan.

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

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

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

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

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

24                      Power of Attorney (See signature page).

__________

*     The registrant will submit the Plan, as amended, to the Internal Revenue
      Service ("IRS") in a timely manner and will make all changes required by
      the IRS in order to qualify the Plan.