<PAGE> 1


As filed with the Securities and Exchange Commission on October 12, 2004
                                                   Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            SI FINANCIAL GROUP, INC.
             (exact name of registrant as specified in its charter)

       UNITED STATES                                     84-1655232
     ----------------                                  --------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


                                 803 MAIN STREET
                              WILLIMANTIC, CT 06226
                                 (860) 423-4581
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    SAVINGS INSTITUTE BANK AND TRUST COMPANY
                     PROFIT SHARING AND 401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                    ---------------------------------------

                                          COPIES TO:
RHEO A. BROUILLARD                        DOUGLAS P. FAUCETTE, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC S. KRACOV, ESQ.
SI FINANCIAL GROUP, INC.                  MULDOON MURPHY FAUCETTE & AGUGGIA LLP
803 MAIN STREET                           5101 WISCONSIN AVENUE, N.W.
WILLIMANTIC, CT  06226                    WASHINGTON, D.C.  20016
(860) 423-4581                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

<TABLE>
<CAPTION>
========================================================================================================
Title of each Class of         Amount         Proposed Maximum     Proposed Maximum       Amount of
  Securities to be       to be Registered    Offering Price Per    Aggregate Offering   Registration
    Registered                  (1)                Share               Price(2)              Fee
--------------------------------------------------------------------------------------------------------
  <S>                      <C>                   <C>                 <C>                    <C>
   Common Stock
  $.01 par Value           494,822 Shares        $11.07 (3)          $5,477,680             $695
--------------------------------------------------------------------------------------------------------
    Participation
      Interests                (4)                                                             (5)
========================================================================================================
</TABLE>
(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 Savings Institute Bank and Trust Company Profit Sharing and 401(k)
    Savings Plan (the "Plan") as the result of a stock split, stock dividend or
    similar adjustment of the outstanding common stock of SI Financial Group,
    Inc. (the "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Common Stock as reported on
    October 8, 2004 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Plan, based upon the maximum amount that could be
    issued under the Plan pursuant to 17 C.F.R. Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), where securities are to be
    offered pursuant to an employee benefit plan, the aggregate offering price
    and the amount of the registration fee shall be computed with respect to the
    maximum number of shares of Common Stock that may be purchased with the
    current assets of such Plan. Accordingly, no separate fee is required for
    the participation interests.

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


<PAGE> 2



SI FINANCIAL GROUP, INC.

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

ITEMS 1 & 2. The documents containing the information for the Savings Institute
Bank and Trust Company Profit Sharing and 401(k) Savings Plan (the "Plan")
specified by Part I of this Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

      (a)  The Prospectus filed with the SEC by the Registrant (File No.
333-116381) pursuant to Rule 424(b)(3) on August 23, 2004, which includes: (1)
the financial statements of SI Bancorp, Inc. and subsidiaries for the three
months ended March 31, 2004 and 2003 (unaudited) and the consolidated statements
of financial condition as of December 31, 2003 and 2002, and the related
consolidated statements of income, changes in capital accounts, cash flows for
each of the years in the three-year period ended December 31, 2003, together
with the related notes and the report of McGladrey & Pullen, LLP, independent
registered public accounting firm.

      (b)  The description of the Registrant's common stock contained in
Registrant's Form 8-A 12G (File No. 000-50801), as filed with the SEC pursuant
to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"),
and rule 12b-15 promulgated thereunder, on June 15, 2004, as incorporated by
reference to the Company's Form S-1 (File No. 333-116381) and declared effective
on August 23, 2004.

      (c)  The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2003, filed with the SEC on October 12, 2004.

      (d)  All documents filed by the Registrant and the Plan, where applicable,
pursuant to Sections 13(a) 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(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

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

                                  ARTICLE XII.
                                 INDEMNIFICATION

      The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.

ITEM 8.  EXHIBITS

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

      List of Exhibits (filed herewith unless otherwise noted):

      10    Savings Institute Bank and Trust Company Profit Sharing and
            401(k) Savings Plan(1)
      23    Consent of McGladrey & Pullen, LLP
      24    Power of Attorney (contained on the signature pages).



--------------------
(1) Incorporated by reference herein from Exhibit 10.3 of the Registrant's
    Form S-1 (File No. 333-116381) filed with the SEC on June 10, 2004.




                                        3

<PAGE> 4



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

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

      (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.

      (4)   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 15(d) of the Exchange Act that is incorporated by
            reference in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

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

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


                                        4

<PAGE> 5



                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, SI Financial
Group, 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 Willimantic, Connecticut on October 12, 2004.

                               SI FINANCIAL GROUP, INC.


                               By: /s/ Rheo A. Brouillard
                                   ----------------------------------------
                                   Rheo A. Brouillard
                                   President and Chief Executive Officer
                                   (principal executive officer)

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Brouillard) constitutes and appoints Rheo A. Brouillard
and Mr. Brouillard hereby constitutes and appoints Mr. Hull, 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 United States Securities and Exchange
Commission, 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, and 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, may lawfully do or cause to be
done by virtue hereof.

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

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


/s/ Rheo A. Brouillard        President, Chief Executive       October 12, 2004
----------------------        Officer and Director
Rheo A. Brouillard            (principal executive officer)



/s/ Brian J. Hull             Executive Vice President,        October 12, 2004
-------------------           Chief Financial Officer and
Brian J. Hull                 Treasurer (principal accounting
                              and financial officer)



/s/ Henry P. Hinckley         Chairman of the Board            October 12, 2004
----------------------
Henry P. Hinckley




                                        5

<PAGE> 6






/s/ Robert C. Cushman, Sr.    Director                         October 12, 2004
---------------------------
Robert C. Cushman, Sr.



/s/ Roger Engle               Director                         October 12, 2004
------------------------
Roger Engle



/s/ Robert O. Gillard         Director                         October 12, 2004
-----------------------
Robert O. Gillard



/s/ Everett A. Watson         Director                         October 12, 2004
-----------------------
Everett A. Watson



/s/ Donna M. Evan             Director                         October 12, 2004
---------------------
Donna M. Evan



/s/ Steven H. Townsend        Director                         October 12, 2004
-----------------------
Steven H. Townsend




                                        6

<PAGE> 7



THE PLAN.

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Savings Institute Bank and Trust Company
Profit Sharing and 401(k) Savings Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Willimantic, Connecticut on October 12, 2004.


                            SAVINGS INSTITUTE BANK AND TRUST COMPANY
                            PROFIT SHARING AND 401(K) SAVINGS PLAN


                               By: /s/ Laurie Gervais
                                   ------------------------------------------
                                   Plan Administrator





                                        7

<PAGE> 8

<TABLE>
<CAPTION>


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

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


     <S>         <C>                                  <C>
     10          Savings Institute Bank and Trust     Incorporated by reference.
                 Company Profit Sharing and
                 401(k) Savings Plan
     23          Consent of McGladrey & Pullen,       Filed herewith.
                 LLP

     24          Power of Attorney                    Located on the signature page.


</TABLE>


                                          8
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{"company-data": {"conformed-name": "SI Financial Group, Inc.", "cik": "0001292580", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "X1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119685", "film-number": "041075091"}, "business-address": {"street1": "803 MAIN STREET", "city": "WILLIMANTIC", "state": "CT", "zip": "06226", "phone": "(860) 423-4581"}, "mail-address": {"street1": "803 MAIN STREET", "city": "WILLIMANTIC", "state": "CT", "zip": "06226"}}
1

As filed with the Securities and Exchange Commission on October 12, 2004
                                                   Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            SI FINANCIAL GROUP, INC.
             (exact name of registrant as specified in its charter)

       UNITED STATES                                     84-1655232
     ----------------                                  --------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                                 803 MAIN STREET
                              WILLIMANTIC, CT 06226
                                 (860) 423-4581
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    SAVINGS INSTITUTE BANK AND TRUST COMPANY
                     PROFIT SHARING AND 401(K) SAVINGS PLAN
                            (Full Title of the Plan)
                    ---------------------------------------

                                          COPIES TO:
RHEO A. BROUILLARD                        DOUGLAS P. FAUCETTE, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC S. KRACOV, ESQ.
SI FINANCIAL GROUP, INC.                  MULDOON MURPHY FAUCETTE & AGUGGIA LLP
803 MAIN STREET                           5101 WISCONSIN AVENUE, N.W.
WILLIMANTIC, CT  06226                    WASHINGTON, D.C.  20016
(860) 423-4581                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
========================================================================================================
Title of each Class of         Amount         Proposed Maximum     Proposed Maximum       Amount of
  Securities to be       to be Registered    Offering Price Per    Aggregate Offering   Registration
    Registered                  (1)                Share               Price(2)              Fee
--------------------------------------------------------------------------------------------------------
Common Stock
  $.01 par Value           494,822 Shares        $11.07 (3)          $5,477,680             $695
--------------------------------------------------------------------------------------------------------
    Participation
      Interests                (4)                                                             (5)
========================================================================================================
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Savings Institute Bank and Trust Company Profit Sharing and 401(k)
    Savings Plan (the "Plan") as the result of a stock split, stock dividend or
    similar adjustment of the outstanding common stock of SI Financial Group,
    Inc. (the "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Common Stock as reported on
    October 8, 2004 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Plan, based upon the maximum amount that could be
    issued under the Plan pursuant to 17 C.F.R. Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), where securities are to be
    offered pursuant to an employee benefit plan, the aggregate offering price
    and the amount of the registration fee shall be computed with respect to the
    maximum number of shares of Common Stock that may be purchased with the
    current assets of such Plan. Accordingly, no separate fee is required for
    the participation interests.

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

SI FINANCIAL GROUP, INC.

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

ITEMS 1 & 2. The documents containing the information for the Savings Institute
Bank and Trust Company Profit Sharing and 401(k) Savings Plan (the "Plan")
specified by Part I of this Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

      (a)  The Prospectus filed with the SEC by the Registrant (File No.
333-116381) pursuant to Rule 424(b)(3) on August 23, 2004, which includes: (1)
the financial statements of SI Bancorp, Inc. and subsidiaries for the three
months ended March 31, 2004 and 2003 (unaudited) and the consolidated statements
of financial condition as of December 31, 2003 and 2002, and the related
consolidated statements of income, changes in capital accounts, cash flows for
each of the years in the three-year period ended December 31, 2003, together
with the related notes and the report of McGladrey & Pullen, LLP, independent
registered public accounting firm.

      (b)  The description of the Registrant's common stock contained in
Registrant's Form 8-A 12G (File No. 000-50801), as filed with the SEC pursuant
to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"),
and rule 12b-15 promulgated thereunder, on June 15, 2004, as incorporated by
reference to the Company's Form S-1 (File No. 333-116381) and declared effective
on August 23, 2004.

      (c)  The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2003, filed with the SEC on October 12, 2004.

      (d)  All documents filed by the Registrant and the Plan, where applicable,
pursuant to Sections 13(a) 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(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

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

                                  ARTICLE XII.
                                 INDEMNIFICATION

      The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      None.

ITEM 8.  EXHIBITS

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

      List of Exhibits (filed herewith unless otherwise noted):

      10    Savings Institute Bank and Trust Company Profit Sharing and
            401(k) Savings Plan(1)
      23    Consent of McGladrey & Pullen, LLP
      24    Power of Attorney (contained on the signature pages).

--------------------
(1) Incorporated by reference herein from Exhibit 10.3 of the Registrant's
    Form S-1 (File No. 333-116381) filed with the SEC on June 10, 2004.

                                        3
4

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

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

      (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.

      (4)   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 15(d) of the Exchange Act that is incorporated by
            reference in the registration statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

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

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

                                        4
5

                                   SIGNATURES

      THE REGISTRANT.

      Pursuant to the requirements of the Securities Act of 1933, SI Financial
Group, 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 Willimantic, Connecticut on October 12, 2004.

                               SI FINANCIAL GROUP, INC.

                               By: /s/ Rheo A. Brouillard
                                   ----------------------------------------
                                   Rheo A. Brouillard
                                   President and Chief Executive Officer
                                   (principal executive officer)

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Brouillard) constitutes and appoints Rheo A. Brouillard
and Mr. Brouillard hereby constitutes and appoints Mr. Hull, 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 United States Securities and Exchange
Commission, 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, and 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, may lawfully do or cause to be
done by virtue hereof.

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

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

/s/ Rheo A. Brouillard        President, Chief Executive       October 12, 2004
----------------------        Officer and Director
Rheo A. Brouillard            (principal executive officer)

/s/ Brian J. Hull             Executive Vice President,        October 12, 2004
-------------------           Chief Financial Officer and
Brian J. Hull                 Treasurer (principal accounting
                              and financial officer)

/s/ Henry P. Hinckley         Chairman of the Board            October 12, 2004
----------------------
Henry P. Hinckley

                                        5
6

/s/ Robert C. Cushman, Sr.    Director                         October 12, 2004
---------------------------
Robert C. Cushman, Sr.

/s/ Roger Engle               Director                         October 12, 2004
------------------------
Roger Engle

/s/ Robert O. Gillard         Director                         October 12, 2004
-----------------------
Robert O. Gillard

/s/ Everett A. Watson         Director                         October 12, 2004
-----------------------
Everett A. Watson

/s/ Donna M. Evan             Director                         October 12, 2004
---------------------
Donna M. Evan

/s/ Steven H. Townsend        Director                         October 12, 2004
-----------------------
Steven H. Townsend

                                        6
7

THE PLAN.

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Savings Institute Bank and Trust Company
Profit Sharing and 401(k) Savings Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Willimantic, Connecticut on October 12, 2004.

                            SAVINGS INSTITUTE BANK AND TRUST COMPANY
                            PROFIT SHARING AND 401(K) SAVINGS PLAN

                               By: /s/ Laurie Gervais
                                   ------------------------------------------
                                   Plan Administrator

                                        7
8
EXHIBIT INDEX
                                      -------------

                                                                                     Sequentially
                                                                                       Numbered
                                                                                         Page
 Exhibit No.     Description                           Method of Filing                Location
------------     --------------------------------     ----------------------------    ------------
10          Savings Institute Bank and Trust     Incorporated by reference.
                 Company Profit Sharing and
                 401(k) Savings Plan
     23          Consent of McGladrey & Pullen,       Filed herewith.
                 LLP

     24          Power of Attorney                    Located on the signature page.
8