<PAGE> 1


As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                            WORONOCO BANCORP, INC.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                               6036                     04-3444269
(state or other jurisdiction of   (Primary Standard     (IRS Employer Identifi-
incorporation or organization)   Classification Code          cation No.)
                                       Number)

                                31 COURT STREET
                        WESTFIELD, MASSACHUSETTS 01085
                                (413) 568-9141
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             WORONOCO BANCORP, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    -----------------------------------------

                                          COPIES TO:
CORNELIUS D. MAHONEY                      LAWRENCE M. F. SPACCASI, ESQUIRE
CHAIRMAN, PRESIDENT AND CHIEF             SUZANNE A. WALKER, ESQUIRE
EXECUTIVE OFFICER                         MULDOON, MURPHY & FAUCETTE LLP
WORONOCO BANCORP, INC.                    5101 WISCONSIN AVENUE, N.W.
31 COURT STREET                           WASHINGTON, DC 20016
WESTFIELD, MASSACHUSETTS  01085           (202) 362-0840
(413) 568-9141
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO PUBLIC:   As soon as
        practicable  after this  Registration  Statement becomes effective.

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


==============================================================================================================
Title of each Class of         Amount to be     Proposed Purchase    Estimated Aggregate     Registration
Securities to be Registered    Registered(1)    Price Per Share        Offering Price             Fee
--------------------------------------------------------------------------------------------------------------
   <S>                          <C>               <C>                     <C>                   <C>
    Common Stock                 599,886
   $.01 par Value               Shares (2)             $ (3)              $5,821,230            $1,537
--------------------------------------------------------------------------------------------------------------
    Common Stock                 239,954
   $.01 par Value               Shares (4)        $10.125(5)              $2,249,534             $641
=======================================================================-======================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of
     shares  reserved for issuance pursuant  to the Woronoco  Bancorp,  Inc. 1999 Stock-Based  Incentive  Plan
     (the  "Plan")  as  the result of a stock  split, stock  dividend or similar adjustment of the outstanding
     Common Stock of Woronoco Bancorp, Inc. pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the total number of shares  currently reserved or available for option  grants under the Plan.
(3)  Exercise  price of $9.6875 per share at which options for 577,408 shares under the Plan have been granted
     to date and by $10.125  the  market  value  of the Common Stock  on  November  24,1999  as determined  by
     the closing price on the The American  Stock  Exchange as reported in the Wall Street Journal, for 22,478
     shares for which options have not yet been granted under the Plan.
(4)  Represents the total number of shares currently  reserved or available for issuance as stock awards under
     the Plan.
(5)  The fair market value of the Common Stock on November 24, 1999 at which the 239,954 shares may be granted
     as stock awards under the Plan.
</TABLE>

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

Number of Pages 29
Exhibit Index begins on Page 9



<PAGE> 2



WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Woronoco Bancorp,
Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The Form  10-K  filed by the  Registrant  (001-14671)  with the SEC on
March 31, 1999, and amended on April 2, 1999,  which  includes the  consolidated
balance sheet of Woronoco  Savings Bank and subsidiaries as of December 31, 1998
and 1997, and the related consolidated  statements of income, changes in surplus
and cash flows for each of the three  years in the  period  ended  December  31,
1998,  together with the related  notes and the report of Wolf & Company,  P.C.,
independent auditors dated March 26, 1999.

      (b) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
September  30, 1999 (File No.  001-14671),  filed with the SEC on  November  12,
1999.

      (c) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
March 31, 1999 (File No.001-14671), filed with the SEC on May 17, 1999.

      (d) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
June 30, 1999 (File No. 001-14671), filed with the SEC on August 13, 1999.

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

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

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



                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      TENTH:
      -----

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

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

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking, the


                                        3

<PAGE> 4



      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

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

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

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

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

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



                                        4

<PAGE> 5



Item 7.   Exemption from Registration Claimed.

      Not applicable.


ITEM 8.   LIST OF EXHIBITS.

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

      4        Woronoco Bancorp, Inc. 1999 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

      23.0     Consent of  Muldoon,  Murphy &  Faucette  LLP  (contained  in the
               opinion included in Exhibit 5).

      23.1     Consent of Wolf & Company, P.C.

      24       Power of Attorney is located on the signature pages.
--------------------------
















                                        5

<PAGE> 6



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; 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act 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.

      (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.


      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.


      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  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
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                        6

<PAGE> 7



CONFORMED
                                   SIGNATURES



      Pursuant to the requirements of the Securities Act, Woronoco Bancorp, Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Westfield, Commonwealth of Massachusetts, on November 30, 1999.

                                 WORONOCO BANCORP, INC.



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

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

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


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


/s/ Cornelius D. Mahoney      Chairman, President and Chief    November 30, 1999
--------------------------    Executive Officer
Cornelius D. Mahoney          (principal executive officer)


/s/ Debra L. Murphy           Senior Vice President and        November 30, 1999
--------------------------    Chief Financial Officer
Debra L. Murphy               (principal accounting and
                                financial officer)


/s/ James A. Adams            Director                         November 30, 1999
--------------------------
James A. Adams



                                        7

<PAGE> 8




/s/ William G. Aiken          Director                         November 30, 1999
--------------------------
William G. Aiken


/s/ Paul S. Allen             Director                         November 30, 1999
--------------------------
Paul S. Allen


/s/ Francis J. Ehrhardt       Director                         November 30, 1999
--------------------------
Francis J. Ehrhardt


/s/Joseph M. Houser, Jr.      Director                         November 30, 1999
--------------------------
Joseph M. Houser, Jr.


/s/ Joseph P. Keenan          Director                         November 30, 1999
--------------------------
Joseph P. Keenan


/s/ Richard L. Pomeroy        Director                         November 30, 1999
--------------------------
Richard L. Pomeroy


/s/ Ann V. Schultz            Director                         November 30, 1999
--------------------------
Ann V. Schultz


/s/ Norman H. Storey          Director                         November 30, 1999
--------------------------
Norman H. Storey


/s/ D. Jeffrey Templeton      Director                         November 30, 1999
--------------------------
D. Jeffrey Templeton


/s/ Paul Tsatsos              Director                         November 30, 1999
--------------------------
Paul Tsatsos




                                        8



<PAGE> 9
<TABLE>
<CAPTION>



                                  EXHIBIT INDEX


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

    <S>          <C>                    <C>                                            <C>
      4          Woronoco Bancorp,      Filed herewith.                                10
                 Inc. 1999 Stock Based
                 Incentive Plan
      5          Opinion of Muldoon,    Filed herewith.                                25
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon,    Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Accountants Consent    Filed herewith.                                28
     24          Power of Attorney      Located on the signature page.                 --




                                       9
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27369}]
{"company-data": {"conformed-name": "WORONOCO BANCORP INC", "cik": "0001072886", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92007", "film-number": "99768132"}, "business-address": {"street1": "C/O WORONOCO SAVINGS BANK", "street2": "31 COURT STREET", "city": "WESTFIELD", "state": "MA", "zip": "01086-0978", "phone": "4135689141"}, "mail-address": {"street1": "C/O WORONOCO SAVINGS BANK", "street2": "31 COURT STREET", "city": "WESTFIELD", "state": "MA", "zip": "01086-0978"}}
1

As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                            WORONOCO BANCORP, INC.
 (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                               6036                     04-3444269
(state or other jurisdiction of   (Primary Standard     (IRS Employer Identifi-
incorporation or organization)   Classification Code          cation No.)
                                       Number)

                                31 COURT STREET
                        WESTFIELD, MASSACHUSETTS 01085
                                (413) 568-9141
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             WORONOCO BANCORP, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                    -----------------------------------------

                                          COPIES TO:
CORNELIUS D. MAHONEY                      LAWRENCE M. F. SPACCASI, ESQUIRE
CHAIRMAN, PRESIDENT AND CHIEF             SUZANNE A. WALKER, ESQUIRE
EXECUTIVE OFFICER                         MULDOON, MURPHY & FAUCETTE LLP
WORONOCO BANCORP, INC.                    5101 WISCONSIN AVENUE, N.W.
31 COURT STREET                           WASHINGTON, DC 20016
WESTFIELD, MASSACHUSETTS  01085           (202) 362-0840
(413) 568-9141
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO PUBLIC:   As soon as
        practicable  after this  Registration  Statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. / X /
                               ----
==============================================================================================================
Title of each Class of         Amount to be     Proposed Purchase    Estimated Aggregate     Registration
Securities to be Registered    Registered(1)    Price Per Share        Offering Price             Fee
--------------------------------------------------------------------------------------------------------------
Common Stock                 599,886
   $.01 par Value               Shares (2)             $ (3)              $5,821,230            $1,537
--------------------------------------------------------------------------------------------------------------
    Common Stock                 239,954
   $.01 par Value               Shares (4)        $10.125(5)              $2,249,534             $641
=======================================================================-======================================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of
     shares  reserved for issuance pursuant  to the Woronoco  Bancorp,  Inc. 1999 Stock-Based  Incentive  Plan
     (the  "Plan")  as  the result of a stock  split, stock  dividend or similar adjustment of the outstanding
     Common Stock of Woronoco Bancorp, Inc. pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the total number of shares  currently reserved or available for option  grants under the Plan.
(3)  Exercise  price of $9.6875 per share at which options for 577,408 shares under the Plan have been granted
     to date and by $10.125  the  market  value  of the Common Stock  on  November  24,1999  as determined  by
     the closing price on the The American  Stock  Exchange as reported in the Wall Street Journal, for 22,478
     shares for which options have not yet been granted under the Plan.
(4)  Represents the total number of shares currently  reserved or available for issuance as stock awards under
     the Plan.
(5)  The fair market value of the Common Stock on November 24, 1999 at which the 239,954 shares may be granted
     as stock awards under the 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.

Number of Pages 29
Exhibit Index begins on Page 9
2

WORONOCO BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Woronoco Bancorp,
Inc. (the "Company" or the  "Registrant")  1999 Stock-Based  Incentive Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The Form  10-K  filed by the  Registrant  (001-14671)  with the SEC on
March 31, 1999, and amended on April 2, 1999,  which  includes the  consolidated
balance sheet of Woronoco  Savings Bank and subsidiaries as of December 31, 1998
and 1997, and the related consolidated  statements of income, changes in surplus
and cash flows for each of the three  years in the  period  ended  December  31,
1998,  together with the related  notes and the report of Wolf & Company,  P.C.,
independent auditors dated March 26, 1999.

      (b) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
September  30, 1999 (File No.  001-14671),  filed with the SEC on  November  12,
1999.

      (c) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
March 31, 1999 (File No.001-14671), filed with the SEC on May 17, 1999.

      (d) The Form 10-Q filed by the  Registrant  for the fiscal  quarter  ended
June 30, 1999 (File No. 001-14671), filed with the SEC on August 13, 1999.

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

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      TENTH:
      -----

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

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

            C. If a claim under Section A or B of this Article TENTH is not paid
      in full by the  Corporation  within  sixty days after a written  claim has
      been  received  by the  Corporation,  except in the case of a claim for an
      advancement  of  expenses,  in which case the  applicable  period shall be
      twenty days, the indemnitee may at any time thereafter  bring suit against
      the  Corporation to recover the unpaid amount of the claim.  If successful
      in  whole  or in  part  in any  such  suit,  or in a suit  brought  by the
      Corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking, the

                                        3
4

      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

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

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

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

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

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

                                        4
5

Item 7.   Exemption from Registration Claimed.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Woronoco Bancorp, Inc. 1999 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

      23.0     Consent of  Muldoon,  Murphy &  Faucette  LLP  (contained  in the
               opinion included in Exhibit 5).

      23.1     Consent of Wolf & Company, P.C.

      24       Power of Attorney is located on the signature pages.
--------------------------

                                        5
6

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; 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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act 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.

      (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.

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  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
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        6
7

CONFORMED
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Woronoco Bancorp, Inc.
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Westfield, Commonwealth of Massachusetts, on November 30, 1999.

                                 WORONOCO BANCORP, INC.

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

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

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

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

/s/ Cornelius D. Mahoney      Chairman, President and Chief    November 30, 1999
--------------------------    Executive Officer
Cornelius D. Mahoney          (principal executive officer)

/s/ Debra L. Murphy           Senior Vice President and        November 30, 1999
--------------------------    Chief Financial Officer
Debra L. Murphy               (principal accounting and
                                financial officer)

/s/ James A. Adams            Director                         November 30, 1999
--------------------------
James A. Adams

                                        7
8

/s/ William G. Aiken          Director                         November 30, 1999
--------------------------
William G. Aiken

/s/ Paul S. Allen             Director                         November 30, 1999
--------------------------
Paul S. Allen

/s/ Francis J. Ehrhardt       Director                         November 30, 1999
--------------------------
Francis J. Ehrhardt

/s/Joseph M. Houser, Jr.      Director                         November 30, 1999
--------------------------
Joseph M. Houser, Jr.

/s/ Joseph P. Keenan          Director                         November 30, 1999
--------------------------
Joseph P. Keenan

/s/ Richard L. Pomeroy        Director                         November 30, 1999
--------------------------
Richard L. Pomeroy

/s/ Ann V. Schultz            Director                         November 30, 1999
--------------------------
Ann V. Schultz

/s/ Norman H. Storey          Director                         November 30, 1999
--------------------------
Norman H. Storey

/s/ D. Jeffrey Templeton      Director                         November 30, 1999
--------------------------
D. Jeffrey Templeton

/s/ Paul Tsatsos              Director                         November 30, 1999
--------------------------
Paul Tsatsos

                                        8
9
EXHIBIT INDEX

                                                                                   Sequentially
                                                                                    Numbered
                                                                                      Page
 Exhibit No.     Description            Method of Filing                            Location
------------     ------------------     -------------------------------------      ----------
4          Woronoco Bancorp,      Filed herewith.                                10
                 Inc. 1999 Stock Based
                 Incentive Plan
      5          Opinion of Muldoon,    Filed herewith.                                25
                 Murphy & Faucette
                 LLP
    23.0         Consent of Muldoon,    Contained in Exhibit 5.
                 Murphy & Faucette
                 LLP
    23.1         Accountants Consent    Filed herewith.                                28
     24          Power of Attorney      Located on the signature page.                 --

                                       9