<PAGE> 1

      As filed with the Securities and Exchange Commission on July 1, 2002
                                                   Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CONNECTICUT BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

          DELAWARE                                       06-1564613
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                                 923 MAIN STREET
                          MANCHESTER, CONNECTICUT 06040
                                 (860) 646-1700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          CONNECTICUT BANCSHARES, INC.
                          2002 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                                   COPIES TO:
RICHARD P. MEDUSKI
CHIEF EXECUTIVE OFFICER AND PRESIDENT              DOUGLAS P. FAUCETTE, ESQUIRE
CONNECTICUT BANCSHARES, INC.                       ERIC S. KRACOV, ESQUIRE
923 MAIN STREET                                    MULDOON MURPHY & FAUCETTE LLP
MANCHESTER , CONNECTICUT 06040                     5101 WISCONSIN AVENUE, N.W.
(860) 646-1700                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)

<TABLE>
<CAPTION>

============================================================================================================
Title of Securities   Amount to be       Proposed Maximum          Proposed Maximum           Amount of
 to be Registered     Registered (1)  Offering Price Per Share  Aggregate Offering Price   Registration Fee
------------------------------------------------------------------------------------------------------------
  <S>                  <C>                    <C>                     <C>                      <C>
   Common Stock         843,750
  $.01 par Value       Shares(2)              $31.20 (3)              $26,325,000              $2,422
============================================================================================================
</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 Connecticut Bancshares, Inc. 2002 Equity Compensation Plan (the "Plan")
    as the result of a stock split, stock dividend or similar adjustment of the
    outstanding common stock of Connecticut Bancshares, Inc. common stock (the
    "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).

(2) Represents the total number of shares currently  reserved or available for
    issuance as stock options or stock awards pursuant to the Plan.

(3) Estimated  solely for the purpose of calculating the amount of the
    registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended (the "Securities Act"), the price per share is estimated to be
    $31.20 based upon the average of the high and low price of the Common
    Stock, as reported on the Nasdaq National Market on June 24, 2002.

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



CONNECTICUT BANCSHARES, INC.

                                EXPLANATORY NOTE

        This  Registration  Statement on Form S-8 is being filed for the purpose
of registering  843,750  shares of the Common Stock of  Connecticut  Bancshares,
Inc.  (the  "Registrant"  or the  "Company") to be issued in the future upon the
exercise  of  options  under  the  Connecticut  Bancshares,   Inc.  2002  Equity
Compensation Plan (the "Plan").

        The financial statements of the Registrant at December 31, 2001 and 2000
and for each of the three years in the period ended  December 31, 2001  included
in the  Registrant's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 2001 (File No. 000-28389) have been audited by Arthur Andersen LLP,
independent  public  accountants.  However,  the  Registrant  has been unable to
obtain  the  written  consent  of  Arthur  Andersen  LLP  with  respect  to  the
incorporation  by reference of such  financial  statements in this  Registration
Statement.  Therefore, the Registrant has dispensed with the requirement to file
the written  consent of Arthur  Andersen  LLP in reliance  upon Rule 437a of the
Securities Act of 1933, as amended (the  "Securities  Act").  As a result,  Plan
participants  may not be able to recover  damages from Arthur Andersen LLP under
Section 11 of the Securities  Act for any untrue  statements of material fact or
any  omissions to state a material  fact,  if any,  contained in such  financial
statements of the Registrant in the Registrant's  Annual Report on Form 10-K for
the fiscal year ended December 31, 2001,  which are incorporated by reference in
this Registration Statement.

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

ITEMS 1 & 2. The document  containing the  information  for the Plan required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plan as specified by Securities Act Rule  428(b)(1).  The 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 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, Annual Report, filed by the Registrant for the fiscal
year  ended  December  31,  2001  (File  No.  000-28389),   which  includes  the
consolidated statements of operations,  changes in stockholders' equity and cash
flows for each of the three years in the period ended  December 31, 2001 and the
consolidated statements of condition as of December 31, 2001 and 2000.

        (b) The Form 10-Q report filed by the  Registrant for the fiscal quarter
ended March 31, 2002 (File No. 000-28389), filed with the SEC on May 10, 2002.



                                        2

<PAGE> 3



        (c) The  description  of the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-28389),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
Rule 12b-15 promulgated thereunder, on December 6, 1999.

        (d) 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.

        The financial statements of the Registrant at December 31, 2001 and 2000
and for each of the three years in the period ended  December 31, 2001  included
in the  Registrant's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 2001 (File No. 000-28389) have been audited by Arthur Andersen LLP,
independent  public  accountants.  However,  the  Registrant  has been unable to
obtain  the  written  consent  of  Arthur  Andersen  LLP  with  respect  to  the
incorporation  by reference of such  financial  statements in this  Registration
Statement.  Therefore, the Registrant has dispensed with the requirement to file
the written  consent of Arthur Andersen LLP in reliance upon Securities Act Rule
437a. As a result,  Plan  participants  may not be able to recover  damages from
Arthur  Andersen  LLP under  Section  11 of the  Securities  Act for any  untrue
statements of material  fact or any omissions to state a material  fact, if any,
contained in such  financial  statements of the  Registrant in the  Registrant's
Annual  Report on Form 10-K for the fiscal year ended  December 31, 2001,  which
are incorporated by reference in this Registration Statement.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the common stock offered hereby has been passed upon
for the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington,
D.C.

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

Article X and XI of the Registrant's  Certificate of  Incorporation  provides as
follows:

TENTH:
-----

A.      Each  person  who  was or is made  a party or is threatened to be made a
        party to or is  otherwise  involved in any action,  suit or  proceeding,
        whether civil, criminal, administrative or investigative


                                        3

<PAGE> 4



        (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  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


                                        4

<PAGE> 5



        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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


                                        5

<PAGE> 6



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
Exhibit Table in Item 601 of Regulation S-K):


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

        10    Connecticut Bancshares, Inc. 2002 Equity Compensation Plan.1

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

        23.1  Consent of Arthur Andersen LLP.2

ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

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

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

               (ii)   To  reflect  in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent  post-effective  amendment thereof) which,
                      individually or in the aggregate,  represent a fundamental
                      change in the  information  set forth in the  Registration
                      Statement.  Notwithstanding the foregoing, any increase or
                      decrease  in volume of  securities  offered  (if the total
                      dollar value of  securities  offered would not exceed that
                      which was  registered)  and any deviation  from the low or
                      high end of the estimated  maximum  offering  range may be
                      reflected  in  the  form  of  prospectus  filed  with  the
                      Commission pursuant to Rule 424(b) (ss. 230.424(b) of this
                      chapter) if, in the  aggregate,  the changes in volume and
                      price  represent  no more than a 20% change in the maximum
                      aggregate offering price set.

-----------------------
     1  Incorporated herein by reference from Appendix A contained  in the Proxy
Statement  on Form  DEF 14A (SEC No. 000-28389) filed with the SEC on April 9,
2002.
     2  The financial statements of the Registrant at December 31,  2001  and
2000 and for each of the three years in the period ended December 31, 2001
included in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (File No. 000-28389) have been audited by Arthur
Andersen LLP, independent public accountants. However, the Registrant has been
unable to obtain the written consent of Arthur Andersen LLP with respect to the
incorporation by reference of such financial statements in this Registration
Statement. Therefore, the Registrant has dispensed with the requirement to file
the written consent of Arthur Andersen in reliance upon Rule 437a of the
Securities Act. As a result, Plan participants may not be able to recover
damages from Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of material fact or any omissions to state a material fact, if
any, contained in such financial statements of the Registrant in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, which are incorporated by reference in this Registration Statement.


                                        6

<PAGE> 7



                      forth in  the  "Calculation  of  Registration  Fee"  table
                      in the effective Registration Statement; and

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

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

        (4)    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 Section  15(d) of the  Securities  Exchange  Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  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.

        (5)    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 director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.




                                        7

<PAGE> 8



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing an S-8 and has caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Manchester, Connecticut, on July 1, 2002.

                                 CONNECTICUT BANCSHARES, INC.


                                 By: /s/ Richard P. Meduski
                                     -------------------------------------------
                                     Richard P. Meduski
                                     Chief Executive Officer, President
                                      and Director


        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/ Laurence P. Rubinow         Chairman of the Board of            July 1, 2002
--------------------------      Directors
Laurence P. Rubinow



/s/ Richard P. Meduski          Chief Executive Officer,            July 1, 2002
---------------------------     President and Director
Richard P. Meduski              (principal executive officer)



/s/ Michael J. Hartl            Senior Vice President and           July 1, 2002
----------------------------    Chief Financial Officer
Michael J. Hartl                (principal accounting and
                                financial officer)



/s/ A. Paul Berte               Director                            July 1, 2002
-----------------------------
A. Paul Berte



/s/ Timothy J. Devanney         Director                            July 1, 2002
------------------------------
Timothy J. Devanney



/s/ Sheila B. Flanagan          Director                            July 1, 2002
-------------------------------
Sheila B. Flanagan




                                        8

<PAGE> 9



/s/ John D. LaBelle, Jr.          Director                          July 1, 2002
-------------------------
John D. LaBelle, Jr.



/s/ Eric A. Marziali              Director                          July 1, 2002
-------------------------
Eric A. Marziali



/s/ Jon L. Norris                 Director                          July 1, 2002
-------------------------
Jon L. Norris



/s/ William D. O'Neill            Director                          July 1, 2002
-------------------------
William D. O'Neill



/s/ John G. Sommers               Director                          July 1, 2002
-------------------------
John G. Sommers



/s/ Thomas E. Toomey              Director                          July 1, 2002
-------------------------
Thomas E. Toomey



/s/ Gregory S. Wolff              Director                          July 1, 2002
-------------------------
Gregory S. Wolff



/s/ Timothy J. Moynihan           Director                          July 1, 2002
-------------------------
Timothy J. Moynihan



                                        9

<PAGE> 10
<TABLE>
<CAPTION>



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


                                                                                             SEQUENTIALLY
                                                                                               NUMBERED
                                                                                                 PAGE
EXHIBIT NO.   DESCRIPTION                         METHOD OF FILING                              LOCATION
-----------   -----------------------------       ----------------------------------------   --------------

   <S>        <C>                                 <C>                                              <C>
     4        Connecticut Bancshares, Inc. 2002   Incorporated by reference.
              Equity Compensation Plan

     5        Opinion of Muldoon Murphy &         Filed herewith.                                  11
              Faucette LLP

   23.0       Consent of Muldoon Murphy &         Contained in Exhibit 5.
              Faucette LLP

   23.1       Consent of Arthur Anderson LLP      The financial statements of the Registrant at December
                                                  31, 2001 and 2000 and for each of the three years in the
                                                  period ended December 31, 2001 included in the
                                                  Registrant's Annual Report on Form 10-K for the fiscal
                                                  year ended December 31, 2001 (File No. 000-28389) have
                                                  been audited by Arthur Andersen LLP, independent public
                                                  accountants.  However, the Registrant has been unable to
                                                  obtain the written consent of Arthur Andersen LLP with
                                                  respect to the incorporation by reference of such financial
                                                  statements in this Registration Statement.  Therefore, the
                                                  Registrant has dispensed with the requirement to file the
                                                  written consent of Arthur Andersen in reliance upon Rule
                                                  437a of the Securities Act.  As a result, Plan participants
                                                  may not be able to recover damages from Arthur
                                                  Andersen LLP under Section 11 of the Securities Act for
                                                  any untrue statements of material fact or any omissions to
                                                  state a material fact, if any, contained in such financial
                                                  statements of the Registrant in the Registrant's Annual
                                                  Report on Form 10-K for the fiscal year ended December
                                                  31, 2001, which are incorporated by reference in this
                                                  Registration Statement.

</TABLE>



                                       10
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{"company-data": {"conformed-name": "CONNECTICUT BANCSHARES INC/DE", "cik": "0001097882", "assigned-sic": "6036", "irs-number": "061564613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91668", "film-number": "02693054"}, "business-address": {"street1": "923 MAIN STREET", "city": "MANCHESTER", "state": "CT", "zip": "06040", "phone": "8606461700"}, "mail-address": {"street1": "923 MAIN STREET", "city": "MANCHESTER", "state": "CT", "zip": "06040"}}
1

      As filed with the Securities and Exchange Commission on July 1, 2002
                                                   Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          CONNECTICUT BANCSHARES, INC.
             (exact name of registrant as specified in its charter)

          DELAWARE                                       06-1564613
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                                 923 MAIN STREET
                          MANCHESTER, CONNECTICUT 06040
                                 (860) 646-1700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          CONNECTICUT BANCSHARES, INC.
                          2002 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                                   COPIES TO:
RICHARD P. MEDUSKI
CHIEF EXECUTIVE OFFICER AND PRESIDENT              DOUGLAS P. FAUCETTE, ESQUIRE
CONNECTICUT BANCSHARES, INC.                       ERIC S. KRACOV, ESQUIRE
923 MAIN STREET                                    MULDOON MURPHY & FAUCETTE LLP
MANCHESTER , CONNECTICUT 06040                     5101 WISCONSIN AVENUE, N.W.
(860) 646-1700                                     WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone  (202) 362-0840
number, including area code, of agent for service)
============================================================================================================
Title of Securities   Amount to be       Proposed Maximum          Proposed Maximum           Amount of
 to be Registered     Registered (1)  Offering Price Per Share  Aggregate Offering Price   Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock         843,750
  $.01 par Value       Shares(2)              $31.20 (3)              $26,325,000              $2,422
============================================================================================================
(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 Connecticut Bancshares, Inc. 2002 Equity Compensation Plan (the "Plan")
    as the result of a stock split, stock dividend or similar adjustment of the
    outstanding common stock of Connecticut Bancshares, Inc. common stock (the
    "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).

(2) Represents the total number of shares currently  reserved or available for
    issuance as stock options or stock awards pursuant to the Plan.

(3) Estimated  solely for the purpose of calculating the amount of the
    registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
    as amended (the "Securities Act"), the price per share is estimated to be
    $31.20 based upon the average of the high and low price of the Common
    Stock, as reported on the Nasdaq National Market on June 24, 2002.

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

CONNECTICUT BANCSHARES, INC.

                                EXPLANATORY NOTE

        This  Registration  Statement on Form S-8 is being filed for the purpose
of registering  843,750  shares of the Common Stock of  Connecticut  Bancshares,
Inc.  (the  "Registrant"  or the  "Company") to be issued in the future upon the
exercise  of  options  under  the  Connecticut  Bancshares,   Inc.  2002  Equity
Compensation Plan (the "Plan").

        The financial statements of the Registrant at December 31, 2001 and 2000
and for each of the three years in the period ended  December 31, 2001  included
in the  Registrant's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 2001 (File No. 000-28389) have been audited by Arthur Andersen LLP,
independent  public  accountants.  However,  the  Registrant  has been unable to
obtain  the  written  consent  of  Arthur  Andersen  LLP  with  respect  to  the
incorporation  by reference of such  financial  statements in this  Registration
Statement.  Therefore, the Registrant has dispensed with the requirement to file
the written  consent of Arthur  Andersen  LLP in reliance  upon Rule 437a of the
Securities Act of 1933, as amended (the  "Securities  Act").  As a result,  Plan
participants  may not be able to recover  damages from Arthur Andersen LLP under
Section 11 of the Securities  Act for any untrue  statements of material fact or
any  omissions to state a material  fact,  if any,  contained in such  financial
statements of the Registrant in the Registrant's  Annual Report on Form 10-K for
the fiscal year ended December 31, 2001,  which are incorporated by reference in
this Registration Statement.

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

ITEMS 1 & 2. The document  containing the  information  for the Plan required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plan as specified by Securities Act Rule  428(b)(1).  The 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 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, Annual Report, filed by the Registrant for the fiscal
year  ended  December  31,  2001  (File  No.  000-28389),   which  includes  the
consolidated statements of operations,  changes in stockholders' equity and cash
flows for each of the three years in the period ended  December 31, 2001 and the
consolidated statements of condition as of December 31, 2001 and 2000.

        (b) The Form 10-Q report filed by the  Registrant for the fiscal quarter
ended March 31, 2002 (File No. 000-28389), filed with the SEC on May 10, 2002.

                                        2
3

        (c) The  description  of the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-28389),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
Rule 12b-15 promulgated thereunder, on December 6, 1999.

        (d) 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.

        The financial statements of the Registrant at December 31, 2001 and 2000
and for each of the three years in the period ended  December 31, 2001  included
in the  Registrant's  Annual  Report  on Form  10-K for the  fiscal  year  ended
December 31, 2001 (File No. 000-28389) have been audited by Arthur Andersen LLP,
independent  public  accountants.  However,  the  Registrant  has been unable to
obtain  the  written  consent  of  Arthur  Andersen  LLP  with  respect  to  the
incorporation  by reference of such  financial  statements in this  Registration
Statement.  Therefore, the Registrant has dispensed with the requirement to file
the written  consent of Arthur Andersen LLP in reliance upon Securities Act Rule
437a. As a result,  Plan  participants  may not be able to recover  damages from
Arthur  Andersen  LLP under  Section  11 of the  Securities  Act for any  untrue
statements of material  fact or any omissions to state a material  fact, if any,
contained in such  financial  statements of the  Registrant in the  Registrant's
Annual  Report on Form 10-K for the fiscal year ended  December 31, 2001,  which
are incorporated by reference in this Registration Statement.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the common stock offered hereby has been passed upon
for the Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington,
D.C.

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

Article X and XI of the Registrant's  Certificate of  Incorporation  provides as
follows:

TENTH:
-----

A.      Each  person  who  was or is made  a party or is threatened to be made a
        party to or is  otherwise  involved in any action,  suit or  proceeding,
        whether civil, criminal, administrative or investigative

                                        3
4

        (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  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

                                        4
5

        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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                        5
6

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
Exhibit Table in Item 601 of Regulation S-K):

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

        10    Connecticut Bancshares, Inc. 2002 Equity Compensation Plan.1

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

        23.1  Consent of Arthur Andersen LLP.2

ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

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

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

               (ii)   To  reflect  in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent  post-effective  amendment thereof) which,
                      individually or in the aggregate,  represent a fundamental
                      change in the  information  set forth in the  Registration
                      Statement.  Notwithstanding the foregoing, any increase or
                      decrease  in volume of  securities  offered  (if the total
                      dollar value of  securities  offered would not exceed that
                      which was  registered)  and any deviation  from the low or
                      high end of the estimated  maximum  offering  range may be
                      reflected  in  the  form  of  prospectus  filed  with  the
                      Commission pursuant to Rule 424(b) (ss. 230.424(b) of this
                      chapter) if, in the  aggregate,  the changes in volume and
                      price  represent  no more than a 20% change in the maximum
                      aggregate offering price set.

-----------------------
     1  Incorporated herein by reference from Appendix A contained  in the Proxy
Statement  on Form  DEF 14A (SEC No. 000-28389) filed with the SEC on April 9,
2002.
     2  The financial statements of the Registrant at December 31,  2001  and
2000 and for each of the three years in the period ended December 31, 2001
included in the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 (File No. 000-28389) have been audited by Arthur
Andersen LLP, independent public accountants. However, the Registrant has been
unable to obtain the written consent of Arthur Andersen LLP with respect to the
incorporation by reference of such financial statements in this Registration
Statement. Therefore, the Registrant has dispensed with the requirement to file
the written consent of Arthur Andersen in reliance upon Rule 437a of the
Securities Act. As a result, Plan participants may not be able to recover
damages from Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of material fact or any omissions to state a material fact, if
any, contained in such financial statements of the Registrant in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, which are incorporated by reference in this Registration Statement.

                                        6
7

                      forth in  the  "Calculation  of  Registration  Fee"  table
                      in the effective Registration Statement; and

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

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

        (4)    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 Section  15(d) of the  Securities  Exchange  Act of 1934
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  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.

        (5)    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 director,  officer or controlling
               person in connection with the securities  being  registered,  the
               Registrant will,  unless in the opinion of its counsel the matter
               has been settled by controlling  precedent,  submit to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the Act and will be  governed by the final  adjudication  of such
               issue.

                                        7
8

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing an S-8 and has caused this registration statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Manchester, Connecticut, on July 1, 2002.

                                 CONNECTICUT BANCSHARES, INC.

                                 By: /s/ Richard P. Meduski
                                     -------------------------------------------
                                     Richard P. Meduski
                                     Chief Executive Officer, President
                                      and Director

        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/ Laurence P. Rubinow         Chairman of the Board of            July 1, 2002
--------------------------      Directors
Laurence P. Rubinow

/s/ Richard P. Meduski          Chief Executive Officer,            July 1, 2002
---------------------------     President and Director
Richard P. Meduski              (principal executive officer)

/s/ Michael J. Hartl            Senior Vice President and           July 1, 2002
----------------------------    Chief Financial Officer
Michael J. Hartl                (principal accounting and
                                financial officer)

/s/ A. Paul Berte               Director                            July 1, 2002
-----------------------------
A. Paul Berte

/s/ Timothy J. Devanney         Director                            July 1, 2002
------------------------------
Timothy J. Devanney

/s/ Sheila B. Flanagan          Director                            July 1, 2002
-------------------------------
Sheila B. Flanagan

                                        8
9

/s/ John D. LaBelle, Jr.          Director                          July 1, 2002
-------------------------
John D. LaBelle, Jr.

/s/ Eric A. Marziali              Director                          July 1, 2002
-------------------------
Eric A. Marziali

/s/ Jon L. Norris                 Director                          July 1, 2002
-------------------------
Jon L. Norris

/s/ William D. O'Neill            Director                          July 1, 2002
-------------------------
William D. O'Neill

/s/ John G. Sommers               Director                          July 1, 2002
-------------------------
John G. Sommers

/s/ Thomas E. Toomey              Director                          July 1, 2002
-------------------------
Thomas E. Toomey

/s/ Gregory S. Wolff              Director                          July 1, 2002
-------------------------
Gregory S. Wolff

/s/ Timothy J. Moynihan           Director                          July 1, 2002
-------------------------
Timothy J. Moynihan

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

                                                                                             SEQUENTIALLY
                                                                                               NUMBERED
                                                                                                 PAGE
EXHIBIT NO.   DESCRIPTION                         METHOD OF FILING                              LOCATION
-----------   -----------------------------       ----------------------------------------   --------------
4        Connecticut Bancshares, Inc. 2002   Incorporated by reference.
              Equity Compensation Plan

     5        Opinion of Muldoon Murphy &         Filed herewith.                                  11
              Faucette LLP

   23.0       Consent of Muldoon Murphy &         Contained in Exhibit 5.
              Faucette LLP

   23.1       Consent of Arthur Anderson LLP      The financial statements of the Registrant at December
                                                  31, 2001 and 2000 and for each of the three years in the
                                                  period ended December 31, 2001 included in the
                                                  Registrant's Annual Report on Form 10-K for the fiscal
                                                  year ended December 31, 2001 (File No. 000-28389) have
                                                  been audited by Arthur Andersen LLP, independent public
                                                  accountants.  However, the Registrant has been unable to
                                                  obtain the written consent of Arthur Andersen LLP with
                                                  respect to the incorporation by reference of such financial
                                                  statements in this Registration Statement.  Therefore, the
                                                  Registrant has dispensed with the requirement to file the
                                                  written consent of Arthur Andersen in reliance upon Rule
                                                  437a of the Securities Act.  As a result, Plan participants
                                                  may not be able to recover damages from Arthur
                                                  Andersen LLP under Section 11 of the Securities Act for
                                                  any untrue statements of material fact or any omissions to
                                                  state a material fact, if any, contained in such financial
                                                  statements of the Registrant in the Registrant's Annual
                                                  Report on Form 10-K for the fiscal year ended December
                                                  31, 2001, which are incorporated by reference in this
                                                  Registration Statement.
10