As filed with the Securities and Exchange Commission on October 24, 2000

                                                 Registration No.  333-


                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                               _______________

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                               _______________

                            Port Financial Corp.
           (Exact name of registrant as specified in its charter)

            Massachusetts                              04-1145480
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)

                          1380 Soldiers Field Road
                             Brighton, MA 02135
                               (800) 835-9094
        (Address, including Zip Code, of principal executive offices)
                               _______________

                 Port Financial Corp. 2000 Stock Option Plan
                                     and
          Port Financial Corp. 2000 Recognition and Retention Plan
                          (Full title of the Plans)
                               _______________

                             Mr. James B. Keegan
                    Chairman and Chief Executive Officer
                             Port Financial Corp.
                          1380 Soldiers Field Road
                             Brighton, MA  02135
                               (800) 835-9094

                                  Copy to:
                          Richard A. Schaberg, Esq.
                  1700 Pennsylvania Avenue, N.W., Suite 800
                            Washington, DC 20006
                              (202) 347-8400
                   (Name and address, including Zip Code,
            telephone number and area code, of agent for service)
                               _______________

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
                                                 Proposed Maximum    Proposed Maximum
Title of Securities              Amount to be     Offering Price    Aggregate Offering      Amount of
 to be Registered                Registered(1)     Per Share (2)         Price (2)       Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>               <C>                    <C>
Common Stock, $0.01 par value     1,041,995          $16.188           $16,867,815            $4,454
=========================================================================================================
<FN>
<F1>  Based on the total  number of shares of common stock of Port Financial
      Corp. (the "Company") reserved for issuance upon the exercise of
      options granted pursuant to the Port Financial Corp. 2000 Stock Option
      Plan ("Option Plan") and the total number of shares of common stock
      authorized for awards under the Port Financial Corp. 2000 Recognition
      and Retention Plan (the "RRP").  There are 744,282 shares of common
      stock reserved for awards under the Option Plan and 297,713 shares
      authorized for awards under the RRP (collectively, the "Plans").  In
      addition to such shares, this registration statement also covers an
      undetermined number of shares of common stock of the Company that, by
      reason of certain events specified in the Plans, may become issuable
      upon exercise of options or grant of awards through the application of
      certain anti-dilution provisions.
<F2>  Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, pursuant to
      which a total of 1,041,995 restricted shares and shares that may be
      acquired upon exercise of options granted in the future are deemed to
      be offered at $16.188 per share, the average of the daily high and low
      sales prices of common stock of the Company on the Nasdaq National
      Market System at the close of trading on October 17, 2000.
</FN>
</TABLE>
===========================================================================

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed with the Commission.

      Note:  The documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act").
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3
of Part II of this registration statement, taken together, constitute
prospectuses that meet the requirements of Section 10(a) of the Securities
Act.

                                   PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents and information heretofore filed with the
Commission by Port Financial Corp. (the "Registrant") (File No. 000-29343)
are incorporated by reference in this registration statement and the
prospectuses to which this registration statement relates:

      (1)   the description of the Registrant's common stock contained in
            the Registrant's Registration Statement on Form 8-A dated
            February 4, 2000 (Registration No. 000-29343); and

      (2)   the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999 filed pursuant to Rule 13a-1 of the
            Securities Exchange Act of 1934, as amended ("Exchange Act");
            and

      (3)   the Registrant's Quarterly Report on Form 10-Q for the period
            ended March 31, 2000 filed under the Exchange Act; and

      (4)   the Registrant's Quarterly Report on Form 10-Q for the period
            ended June 30, 2000 filed under the Exchange Act; and

      (5)   Definitive Proxy Statement on Schedule 14A dated September 11,
            2000 filed pursuant to Section 14 of the Exchange Act; and

      All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filings specifically
set forth above and prior to the date of the termination of the offering of
the common stock offered hereby shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained herein 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 document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

      Port Financial Corp. will provide without charge to each person to
whom the prospectuses are delivered, upon request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents).  Written requests should be
directed to Robert Montgomery-Rice, Port Financial Corp., 1380 Soldiers
Field Road, Brighton, MA 02135.  Telephone requests may be directed to (800)
835-9094.

      All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 67 of the Massachusetts Business Corporation Law ("MBCL") sets
forth certain circumstances under which directors, officers, employees and
agents may be indemnified against liability which they may incur in their
capacity as such.  Section 67 of the MBCL provides as follows:

      "Indemnification of directors, officers, employees and other agents of
      a corporation and persons who serve at its request as directors,
      officers, employees or other agents of another organization or who
      serve at its request in any capacity with respect to any employee
      benefit plan, may be provided by it to whatever extent shall be
      specified in or authorized by (i) the articles of organization or (ii)
      a by-law adopted by the stockholders or (iii) a vote adopted by the
      holders of a majority of the shares of stock entitled to vote on the
      election of directors. Except as the articles of organization or by-
      laws otherwise require, indemnification of any persons referred to in
      the preceding sentence who are not directors of the corporation may be
      provided by it to the extent authorized by the directors. Such
      indemnification may include payment by the corporation of expenses
      incurred in defending a civil or criminal action or proceeding in
      advance of the final disposition of such action or proceeding, upon
      receipt of an undertaking by the person indemnified to repay such
      payment if he shall be adjudicated to be not entitled to
      indemnification under this section which undertaking may be accepted
      without reference to the financial ability of such person to make
      repayment. Any such indemnification may be provided although the
      person to be indemnified is no longer an officer, director, employee
      or agent of the corporation or of such other organization or no longer
      serves with respect to any such employee benefit plan.

      No indemnification shall be provided for any person with respect to
      any matter as to which he shall have been adjudicated in any
      proceeding not to have acted in good faith in the reasonable belief
      that his action was in the  best interest of the corporation or to the
      extent that such matter relates to service with respect to an employee
      benefit plan, in the best interests of the participants or
      beneficiaries of such employee benefit plan.

      The absence of any express provision for indemnification shall not
      limit any right of indemnification existing independently of this
      section.  A corporation shall have power to purchase and maintain
      insurance on behalf of any person who is or was a director, officer,
      employee or other agent of the corporation, or is or was serving at
      the request of the corporation as a director, officer, employee or
      other agent of another organization or with respect to any employee
      benefit plan against any liability incurred by him in any such
      capacity, or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such
      liability."

      The Registrant's Articles of Organization provide for the
indemnification of directors, officers, employees and other agents of the
Registrant.  Under Article VI "Other Lawful Provisions," Section 6.7
entitled "Indemnification" states the following policies and procedures of
the Registrant on indemnification:

      The Registrant will indemnify and hold harmless, to the fullest extent
      authorized by the Massachusetts Business Corporation Law, anyone
      involved or threatened to be made a party in an action, suit or
      proceeding by reason of his or her service for the Registrant or at
      the request of the Registrant 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; 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 him or
      her in connection with such action, suit or proceeding; provided,
      however that such action, suit or proceeding was authorized by the
      Board of Directors of the Registrant (except for proceedings to
      enforce rights to indemnification).

      The right to indemnification includes the advancement of expenses
      incurred in defending any such action, suit or proceeding, for any
      director or officer at the level of Vice President or above, and in
      the discretion of the Board of Directors for any other officer or
      employee.

      The Registrant may, to the extent authorized by the Board of
      Directors, grant rights to indemnification and the advancement of
      expenses to any employee of agent of the Registrant;  the Registrant
      may also enter into specific agreements, commitments or arrangements
      for indemnification on any terms not prohibited by law which it deems
      to be appropriate.

      The rights to indemnification and to the advancement of expenses shall
      not be exclusive of any other right which any person may have or
      hereafter acquire under any statute, the Registrant's Articles of
      Organization, Bylaws, agreement, vote of stockholders or disinterested
      directors or otherwise.

      The Registrant is party to an employment agreement with each of
Messrs. James B. Keegan and Charles Jeffrey and Ms. Jane L. Lundquist (the
"Senior Executives"). These employment agreements provide for the Registrant
to indemnify and insure the Senior Executives against personal liability for
acts or omissions in connection with service to the Registrant or the
Cambridgeport Bank (the "Bank"). The insurance coverage provided to the
Senior Executives is required to be of the same scope and on the same terms
and conditions as the coverage (if any) provided to other officers or
directors of the Registrant and the Bank. The Registrant must also indemnify
the Senior Executives to the fullest extent and on the most favorable terms
and conditions that similar indemnification is offered to any other director
or officer of the Registrant, the Bank, or any subsidiary or affiliate
thereof.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibits Index.

Item 9.  Undertakings.

      A.    Rule 415 offering.  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:

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

                  b.    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)) if, in the aggregate, the changes in
                        volume and price represent no more than 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement; and

                  c.    To include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the registration statement or any material change to
                        such information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Exchange Act that
      are incorporated by reference in the registration statement.

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

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

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

      C.    Incorporated annual and quarterly reports.  The undersigned
            Registrant hereby undertakes to deliver or cause to be delivered
            with the prospectus, to each person to whom the prospectus is
            sent or given, the latest annual report to security holders that
            is incorporated by reference in the prospectus and furnished
            pursuant to and meeting the requirements of Rule 14a-3 or Rule
            14c-3 under the Exchange Act; and, where interim financial
            information required to be presented by Article 3 of Regulation
            S-X are not set forth in the prospectus, to deliver, or cause to
            be delivered to each person to whom the prospectus is sent or
            given, the latest quarterly report that is specifically
            incorporated by reference in the prospectus to provide such
            interim financial information.

      D.    Filing of registration on Form S-8.  Insofar as indemnification
            for liabilities arising under the Securities Act may be
            permitted to directors, officers and controlling persons of the
            Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act and is, therefore,
            unenforceable.  In the event that a claim for indemnification
            against such liabilities (other than the payment by the
            Registrant for 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 Securities Act and
            will be governed by the final adjudication of such issue.


                                 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 on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brighton, Commonwealth of
Massachusetts on October 24, 2000.

                                       Port Financial Corp.
                                       (Registrant)

                                       By: /s/ James B. Keegan
                                           --------------------------------
                                           James B. Keegan
                                           Chairman and Chief Executive
                                           Officer

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

            Name                        Title                     Date

/s/James B. Keegan           Chairman of the Board and      October 24, 2000
---------------------------  Chief Executive Officer
James B. Keegan              (Principal Executive Officer)

/s/Charles Jeffrey           Senior Vice President and      October 24, 2000
---------------------------  Chief Financial Officer
Charles Jeffrey              (Principal Financial Officer)

/s/Paul R. Corcoran, Jr.     Director                       October 24, 2000
---------------------------
Paul R. Corcoran, Jr.

/s/Daniel C. Crane, Esq.     Director                       October 24, 2000
---------------------------
Daniel C. Crane, Esq.

/s/Samuel C. Fleming         Director                       October 24, 2000
---------------------------
Samuel C. Fleming

/s/William Goldberg, Esq.    Director                       October 24, 2000
---------------------------
William Goldberg, Esq.

/s/                          Director                       October 24, 2000
---------------------------
Robert D. Happ

/s/Jane L. Lundquist         Director, President and Clerk  October 24, 2000
---------------------------
Jane L. Lundquist

/s/                          Director                       October 24, 2000
---------------------------
Joseph F. O'Connor

/s/Thomas H. Niles           Director                       October 24, 2000
---------------------------
Thomas H. Niles

/s/Rudolph R. Russo          Director                       October 24, 2000
---------------------------
Rudolph R. Russo

/s/Sandra J. Sucher          Director                       October 24, 2000
---------------------------
Sandra J. Sucher

/s/                          Director                       October 24, 2000
---------------------------
Laurence Weber


                               EXHIBITS INDEX

Exhibit
Number       Description of Exhibits
-------      -----------------------

 4.1         Articles of Organization of Port Financial Corp., filed on
             November 23, 1999 as Exhibit 3.1 to Registrant's Registration
             Statement on Form S-1, as amended and any amendments thereto
             (File No. 333-91549), is incorporated herein by reference.

 4.2         Bylaws of Port Financial Corp., filed on November 23, 1999 as
             Exhibit 3.2 to Registrant's  Registration Statement on Form
             S-1, as amended and any amendments thereto (File No.
             333-91549), is incorporated herein by reference.

 4.3         Form of Stock Certificate, filed on November 23, 1999 as
             Exhibit 4.3 to Registrant's Registration Statement on Form
             S-1, as amended and any amendments thereto (File No.
             333-91549), is incorporated herein by reference.

 5.1         Opinion of Thacher Proffitt & Wood as to the legality of the
             securities being registered.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).

99.1         Port Financial Corp. 2000 Stock Option Plan filed on September
             11, 2000 as Appendix A to Registrant's Proxy Statement on
             Schedule 14A, is incorporated herein by reference.

99.2         Port Financial Corp. 2000 Recognition and Retention Plan filed
             on September 11, 2000 as Appendix B to Registrant's Proxy
             Statement on Schedule 14A, is incorporated herein by reference.
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{"company-data": {"conformed-name": "PORT FINANCIAL CORP", "cik": "0001099517", "assigned-sic": "6035", "irs-number": "041145480", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48522", "film-number": "744995"}, "business-address": {"street1": "689 MASSACHUSETTS AVENUE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6176614900"}, "mail-address": {"street1": "689 MASSACHUSETTS AVENUE", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
As filed with the Securities and Exchange Commission on October 24, 2000

                                                 Registration No.  333-

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                               _______________

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                               _______________

                            Port Financial Corp.
           (Exact name of registrant as specified in its charter)

            Massachusetts                              04-1145480
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)

                          1380 Soldiers Field Road
                             Brighton, MA 02135
                               (800) 835-9094
        (Address, including Zip Code, of principal executive offices)
                               _______________

                 Port Financial Corp. 2000 Stock Option Plan
                                     and
          Port Financial Corp. 2000 Recognition and Retention Plan
                          (Full title of the Plans)
                               _______________

                             Mr. James B. Keegan
                    Chairman and Chief Executive Officer
                             Port Financial Corp.
                          1380 Soldiers Field Road
                             Brighton, MA  02135
                               (800) 835-9094

                                  Copy to:
                          Richard A. Schaberg, Esq.
                  1700 Pennsylvania Avenue, N.W., Suite 800
                            Washington, DC 20006
                              (202) 347-8400
                   (Name and address, including Zip Code,
            telephone number and area code, of agent for service)
                               _______________

                       CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                 Proposed Maximum    Proposed Maximum
Title of Securities              Amount to be     Offering Price    Aggregate Offering      Amount of
 to be Registered                Registered(1)     Per Share (2)         Price (2)       Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value     1,041,995          $16.188           $16,867,815            $4,454
=========================================================================================================
Based on the total  number of shares of common stock of Port Financial
      Corp. (the "Company") reserved for issuance upon the exercise of
      options granted pursuant to the Port Financial Corp. 2000 Stock Option
      Plan ("Option Plan") and the total number of shares of common stock
      authorized for awards under the Port Financial Corp. 2000 Recognition
      and Retention Plan (the "RRP").  There are 744,282 shares of common
      stock reserved for awards under the Option Plan and 297,713 shares
      authorized for awards under the RRP (collectively, the "Plans").  In
      addition to such shares, this registration statement also covers an
      undetermined number of shares of common stock of the Company that, by
      reason of certain events specified in the Plans, may become issuable
      upon exercise of options or grant of awards through the application of
      certain anti-dilution provisions.
Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, pursuant to
      which a total of 1,041,995 restricted shares and shares that may be
      acquired upon exercise of options granted in the future are deemed to
      be offered at $16.188 per share, the average of the daily high and low
      sales prices of common stock of the Company on the Nasdaq National
      Market System at the close of trading on October 17, 2000.
===========================================================================

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

      Not required to be filed with the Commission.

      Note:  The documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act").
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3
of Part II of this registration statement, taken together, constitute
prospectuses that meet the requirements of Section 10(a) of the Securities
Act.

                                   PART II

Item 3.  Incorporation of Documents by Reference.

      The following documents and information heretofore filed with the
Commission by Port Financial Corp. (the "Registrant") (File No. 000-29343)
are incorporated by reference in this registration statement and the
prospectuses to which this registration statement relates:

      (1)   the description of the Registrant's common stock contained in
            the Registrant's Registration Statement on Form 8-A dated
            February 4, 2000 (Registration No. 000-29343); and

      (2)   the Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999 filed pursuant to Rule 13a-1 of the
            Securities Exchange Act of 1934, as amended ("Exchange Act");
            and

      (3)   the Registrant's Quarterly Report on Form 10-Q for the period
            ended March 31, 2000 filed under the Exchange Act; and

      (4)   the Registrant's Quarterly Report on Form 10-Q for the period
            ended June 30, 2000 filed under the Exchange Act; and

      (5)   Definitive Proxy Statement on Schedule 14A dated September 11,
            2000 filed pursuant to Section 14 of the Exchange Act; and

      All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filings specifically
set forth above and prior to the date of the termination of the offering of
the common stock offered hereby shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained herein 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 document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

      Port Financial Corp. will provide without charge to each person to
whom the prospectuses are delivered, upon request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents).  Written requests should be
directed to Robert Montgomery-Rice, Port Financial Corp., 1380 Soldiers
Field Road, Brighton, MA 02135.  Telephone requests may be directed to (800)
835-9094.

      All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information
appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section 67 of the Massachusetts Business Corporation Law ("MBCL") sets
forth certain circumstances under which directors, officers, employees and
agents may be indemnified against liability which they may incur in their
capacity as such.  Section 67 of the MBCL provides as follows:

      "Indemnification of directors, officers, employees and other agents of
      a corporation and persons who serve at its request as directors,
      officers, employees or other agents of another organization or who
      serve at its request in any capacity with respect to any employee
      benefit plan, may be provided by it to whatever extent shall be
      specified in or authorized by (i) the articles of organization or (ii)
      a by-law adopted by the stockholders or (iii) a vote adopted by the
      holders of a majority of the shares of stock entitled to vote on the
      election of directors. Except as the articles of organization or by-
      laws otherwise require, indemnification of any persons referred to in
      the preceding sentence who are not directors of the corporation may be
      provided by it to the extent authorized by the directors. Such
      indemnification may include payment by the corporation of expenses
      incurred in defending a civil or criminal action or proceeding in
      advance of the final disposition of such action or proceeding, upon
      receipt of an undertaking by the person indemnified to repay such
      payment if he shall be adjudicated to be not entitled to
      indemnification under this section which undertaking may be accepted
      without reference to the financial ability of such person to make
      repayment. Any such indemnification may be provided although the
      person to be indemnified is no longer an officer, director, employee
      or agent of the corporation or of such other organization or no longer
      serves with respect to any such employee benefit plan.

      No indemnification shall be provided for any person with respect to
      any matter as to which he shall have been adjudicated in any
      proceeding not to have acted in good faith in the reasonable belief
      that his action was in the  best interest of the corporation or to the
      extent that such matter relates to service with respect to an employee
      benefit plan, in the best interests of the participants or
      beneficiaries of such employee benefit plan.

      The absence of any express provision for indemnification shall not
      limit any right of indemnification existing independently of this
      section.  A corporation shall have power to purchase and maintain
      insurance on behalf of any person who is or was a director, officer,
      employee or other agent of the corporation, or is or was serving at
      the request of the corporation as a director, officer, employee or
      other agent of another organization or with respect to any employee
      benefit plan against any liability incurred by him in any such
      capacity, or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such
      liability."

      The Registrant's Articles of Organization provide for the
indemnification of directors, officers, employees and other agents of the
Registrant.  Under Article VI "Other Lawful Provisions," Section 6.7
entitled "Indemnification" states the following policies and procedures of
the Registrant on indemnification:

      The Registrant will indemnify and hold harmless, to the fullest extent
      authorized by the Massachusetts Business Corporation Law, anyone
      involved or threatened to be made a party in an action, suit or
      proceeding by reason of his or her service for the Registrant or at
      the request of the Registrant 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; 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 him or
      her in connection with such action, suit or proceeding; provided,
      however that such action, suit or proceeding was authorized by the
      Board of Directors of the Registrant (except for proceedings to
      enforce rights to indemnification).

      The right to indemnification includes the advancement of expenses
      incurred in defending any such action, suit or proceeding, for any
      director or officer at the level of Vice President or above, and in
      the discretion of the Board of Directors for any other officer or
      employee.

      The Registrant may, to the extent authorized by the Board of
      Directors, grant rights to indemnification and the advancement of
      expenses to any employee of agent of the Registrant;  the Registrant
      may also enter into specific agreements, commitments or arrangements
      for indemnification on any terms not prohibited by law which it deems
      to be appropriate.

      The rights to indemnification and to the advancement of expenses shall
      not be exclusive of any other right which any person may have or
      hereafter acquire under any statute, the Registrant's Articles of
      Organization, Bylaws, agreement, vote of stockholders or disinterested
      directors or otherwise.

      The Registrant is party to an employment agreement with each of
Messrs. James B. Keegan and Charles Jeffrey and Ms. Jane L. Lundquist (the
"Senior Executives"). These employment agreements provide for the Registrant
to indemnify and insure the Senior Executives against personal liability for
acts or omissions in connection with service to the Registrant or the
Cambridgeport Bank (the "Bank"). The insurance coverage provided to the
Senior Executives is required to be of the same scope and on the same terms
and conditions as the coverage (if any) provided to other officers or
directors of the Registrant and the Bank. The Registrant must also indemnify
the Senior Executives to the fullest extent and on the most favorable terms
and conditions that similar indemnification is offered to any other director
or officer of the Registrant, the Bank, or any subsidiary or affiliate
thereof.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See the Exhibits Index.

Item 9.  Undertakings.

      A.    Rule 415 offering.  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:

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

                  b.    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)) if, in the aggregate, the changes in
                        volume and price represent no more than 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement; and

                  c.    To include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the registration statement or any material change to
                        such information in the registration statement;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the registration statement is on Form S-3 or Form S-8, and
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Exchange Act that
      are incorporated by reference in the registration statement.

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

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

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

      C.    Incorporated annual and quarterly reports.  The undersigned
            Registrant hereby undertakes to deliver or cause to be delivered
            with the prospectus, to each person to whom the prospectus is
            sent or given, the latest annual report to security holders that
            is incorporated by reference in the prospectus and furnished
            pursuant to and meeting the requirements of Rule 14a-3 or Rule
            14c-3 under the Exchange Act; and, where interim financial
            information required to be presented by Article 3 of Regulation
            S-X are not set forth in the prospectus, to deliver, or cause to
            be delivered to each person to whom the prospectus is sent or
            given, the latest quarterly report that is specifically
            incorporated by reference in the prospectus to provide such
            interim financial information.

      D.    Filing of registration on Form S-8.  Insofar as indemnification
            for liabilities arising under the Securities Act may be
            permitted to directors, officers and controlling persons of the
            Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act and is, therefore,
            unenforceable.  In the event that a claim for indemnification
            against such liabilities (other than the payment by the
            Registrant for 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 Securities Act and
            will be governed by the final adjudication of such issue.

                                 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 on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brighton, Commonwealth of
Massachusetts on October 24, 2000.

                                       Port Financial Corp.
                                       (Registrant)

                                       By: /s/ James B. Keegan
                                           --------------------------------
                                           James B. Keegan
                                           Chairman and Chief Executive
                                           Officer

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

            Name                        Title                     Date

/s/James B. Keegan           Chairman of the Board and      October 24, 2000
---------------------------  Chief Executive Officer
James B. Keegan              (Principal Executive Officer)

/s/Charles Jeffrey           Senior Vice President and      October 24, 2000
---------------------------  Chief Financial Officer
Charles Jeffrey              (Principal Financial Officer)

/s/Paul R. Corcoran, Jr.     Director                       October 24, 2000
---------------------------
Paul R. Corcoran, Jr.

/s/Daniel C. Crane, Esq.     Director                       October 24, 2000
---------------------------
Daniel C. Crane, Esq.

/s/Samuel C. Fleming         Director                       October 24, 2000
---------------------------
Samuel C. Fleming

/s/William Goldberg, Esq.    Director                       October 24, 2000
---------------------------
William Goldberg, Esq.

/s/                          Director                       October 24, 2000
---------------------------
Robert D. Happ

/s/Jane L. Lundquist         Director, President and Clerk  October 24, 2000
---------------------------
Jane L. Lundquist

/s/                          Director                       October 24, 2000
---------------------------
Joseph F. O'Connor

/s/Thomas H. Niles           Director                       October 24, 2000
---------------------------
Thomas H. Niles

/s/Rudolph R. Russo          Director                       October 24, 2000
---------------------------
Rudolph R. Russo

/s/Sandra J. Sucher          Director                       October 24, 2000
---------------------------
Sandra J. Sucher

/s/                          Director                       October 24, 2000
---------------------------
Laurence Weber

                               EXHIBITS INDEX

Exhibit
Number       Description of Exhibits
-------      -----------------------

 4.1         Articles of Organization of Port Financial Corp., filed on
             November 23, 1999 as Exhibit 3.1 to Registrant's Registration
             Statement on Form S-1, as amended and any amendments thereto
             (File No. 333-91549), is incorporated herein by reference.

 4.2         Bylaws of Port Financial Corp., filed on November 23, 1999 as
             Exhibit 3.2 to Registrant's  Registration Statement on Form
             S-1, as amended and any amendments thereto (File No.
             333-91549), is incorporated herein by reference.

 4.3         Form of Stock Certificate, filed on November 23, 1999 as
             Exhibit 4.3 to Registrant's Registration Statement on Form
             S-1, as amended and any amendments thereto (File No.
             333-91549), is incorporated herein by reference.

 5.1         Opinion of Thacher Proffitt & Wood as to the legality of the
             securities being registered.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).

99.1         Port Financial Corp. 2000 Stock Option Plan filed on September
             11, 2000 as Appendix A to Registrant's Proxy Statement on
             Schedule 14A, is incorporated herein by reference.

99.2         Port Financial Corp. 2000 Recognition and Retention Plan filed
             on September 11, 2000 as Appendix B to Registrant's Proxy
             Statement on Schedule 14A, is incorporated herein by reference.