<PAGE> 1

As filed with the Securities and Exchange Commission on January 8, 1999
                                             Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             BOSTONFED BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                       5048                    52-1940834
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                          17 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (781) 273-0300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                           BOSTON FEDERAL SAVINGS BANK
                EMPLOYEES' SAVING & PROFIT SHARING PLAN AND TRUST
                                       and
                             BROADWAY NATIONAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (Full Title of the Plans)
                     ----------------------------------------

                                                COPIES TO:
DAVID P. CONLEY                                 LAWRENCE M.F. SPACCASI, ESQUIRE
EXECUTIVE VICE PRESIDENT                        LESLIE A. MURPHY, ESQUIRE
17 NEW ENGLAND EXECUTIVE PARK                   MULDOON, MURPHY & FAUCETTE LLP
BURLINGTON, MASSACHUSETTS 60123                 5101 WISCONSIN AVENUE, N.W.
(781) 273-0300                                  WASHINGTON, D.C.  20016
(Name, address, including zip code, and         (202) 362-0840
telephone number, including area code, of 
agent for service)

        If any of the securities being registered on this Form are to be
    offered on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
<TABLE>
<CAPTION>
=====================================================================================================
                                              Proposed Maximum     Estimated Maximum      Amount of
   Title of each Class of     Amount to be    Purchase Price Per   Aggregate Offering   Registration
Securities to be Registered   Registered (1)      Share(2)             Price(3)              Fee
-----------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                <C>                    <C> 
    Common Stock
   $.01 par Value                 228,342          $17.8125           $4,067,351             $1,131
-----------------------------------------------------------------------------------------------------
Participation Interests in
     Boston Plan                    (4)                               Indeterminate           (5)
-----------------------------------------------------------------------------------------------------
Participation Interests in          (4)                               Indeterminate           (5)
    Broadway Plan
=====================================================================================================
(1)Pursuant  to 17 C.F.R. Section 230.457(h), where securities are to be offered
   pursuant to an employee  benefit plan,  the aggregate  offering price and the
   amount of the  registration fee shall be computed with respect to the maximum
   number of the registrant's  securities that may be purchased with the current
   assets of such plan.
(2)The  average  of the high and low  prices ($17.8125) of the  common  stock of
   BostonFed  Bancorp,  Inc.  ("Common Stock") on the American Stock Exchange on
   January 5, 1999, in  accordance  with Rule 457(c) under the Securities Act of
   1933, as amended (the "Securities Act").
(3)Estimated solely for the purpose of calculating the registration fee.
(4)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold  pursuant to each of the employee  benefit  plans (the Boston
   Plan and the Broadway Plan) described herein.
(5)Pursuant to Rule 457(h)(2), no separate fee is required for the participation
   interests.
</TABLE>

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

Number of Pages 13
Exhibit Index begins on Page 10



<PAGE> 2



BOSTONFED BANCORP, INC.

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

ITEMS 1 & 2.  BostonFed  Bancorp,  Inc. is the holding  company for two separate
subsidiaries,  Boston  Federal  Savings Bank and  Broadway  National  Bank.  The
documents  containing the information for Boston Federal Savings Bank Employees'
Savings & Profit  Sharing  Plan and Trust (the  "Boston  Plan") or the  Broadway
National Bank Employees'  Savings & Profit Sharing Plan and Trust (the "Broadway
Plan") required by Part I of the Registration Statement will be sent or given to
the respective  participants in the Plans as specified by Rule  428(b)(1).  Such
documents are not filed with the Securities and Exchange  Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) BostonFed Bancorp,  Inc.'s (the "Company" or "Corporation")  Report on
Form 10-K for the fiscal  year ended  December  31,  1997,  which  includes  the
consolidated  balance sheets of the Company and  subsidiaries as of December 31,
1997 and December 31, 1996,  including  the related  consolidated  statements of
income,  changes in stockholders' equity and cash flows for each of the years in
the three-year  period ended December 31, 1997,  together with related notes and
the report of KPMG Peat Marwick LLP, independent accountants,  dated January 20,
1998, as filed with the SEC (File No. 1-13936) on March 31, 1998.

      (b) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December  31, 1997 and  December  31,  1996,  and the
related  statements  of income and  changes in plan  equity for each year of the
three year period  ended  December  31, 1997,  together  with related  notes and
schedules as required by ERISA filed with the SEC on January 8, 1999.

      (c) The Form 10-Q reports (File No.  1-13936) filed by the Company for the
quarters ended March 31, June 30, and September 30, 1998,  filed with the SEC on
May 15, August 14 and November 16, 1998, respectively.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1-13936),  as filed with the SEC pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  and rule  12b-15
promulgated thereunder on August 8, 1995.

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

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

                                         2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This  indemnification  applies to the Plan  Administrators  who  administer  the
Plans.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide 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
      (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

                                         3

<PAGE> 4



      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  and  "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  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.


                                         4

<PAGE> 5



            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.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933  ("Securities  Act") may be  permitted  to  directors,  officers  or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of BostonFed Bancorp, Inc. 1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the plans and any  amendment  thereto to the
               Internal  Revenue Service ("IRS") in a timely manner and has made
               or will make all changes  required by the IRS in order to qualify
               the plans.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-94860),  as amended,
  filed with the SEC on July 21, 1995 and declared  effective  on September  11,
  1995.


                                         5

<PAGE> 6



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include any  Prospectus required  by  Section  10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus  any   facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

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

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


                                         6

<PAGE> 7



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  BostonFed
Bancorp,  Inc. certifies that is 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 Burlington, Massachusetts on January 8, 1999.


                                      BOSTONFED BANCORP, INC.


                                      By:/s/ David F. Holland
                                         ---------------------------------------
                                         David F. Holland
                                         Chairman, President and Chief 
                                         Executive Officer


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

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

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

/s/ David F. Holland            Chairman, President and        January 8, 1999
----------------------------    Chief Executive Officer
David F. Holland                (principal executive officer)
                                


/s/ David P. Conley             Director, Executive Vice       January 8, 1999
----------------------------    President, Assistant 
David P. Conley                 Treasurer and Assistant 
                                Secretary
                                


/s/ John A. Simas               Executive Vice President,      January 8, 1999
-----------------------------   Chief Financial Officer and
John A. Simas                   Secretary
                                (principal accounting and
                                financial officer)


                                        7

<PAGE> 8



/s/ Edward P. Callahan          Director                       January 8, 1999
-----------------------------
Edward P. Callahan


/s/ Richard J. Dennis, Sr.      Director                       January 8, 1999
-----------------------------     
Richard J. Dennis, Sr.


/s/ Charles R. Kent             Director                       January 8, 1999
------------------------------  
Charles R. Kent


/s/ W. Robert Mill              Director                       January 8, 1999
------------------------------ 
W. Robert Mill


/s/ Irwin W. Sizer, M.D.        Director                       January 8, 1999
------------------------------
Irwin W. Sizer, M.D.


THE BOSTON PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Boston Federal Savings Bank Employees'  Savings
and Profit Sharing Plan and Trust) have duly caused this Registration  Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Burlington, Massachusetts on January 8, 1999.

                                BOSTON FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS &
                                PROFIT SHARING PLAN AND TRUST


                               By:  /s/ David P. Conley
                                    --------------------------------------------
                                    David P. Conley
                                    President of Boston Federal Savings Bank


                                    /s/ John A. Simas
                                    --------------------------------------------
                                    John A. Simas
                                    Executive Vice President, Chief Financial 
                                    Officer and Secretary of Boston Federal 
                                    Savings Bank


                                    /s/ Janice M. Forster
                                    --------------------------------------------
                                    Janice M. Forster
                                    Senior Vice President of Boston Federal 
                                    Savings Bank

                               For: Boston Federal Savings Bank Employees' 
                                    Savings & Profit Sharing Plan and Trust 
                                    Administrative Committee Plan Administrators


                                        8

<PAGE> 9



THE BROADWAY PLAN.

    Pursuant to the  requirements  of the Securities Act, the trustees (or other
persons who  administer  the Broadway  Plan) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Burlington, Massachusetts on January 8, 1999.

                                BROADWAY NATIONAL BANK



                               By:  /s/ David P. Conley
                                    --------------------------------------
                                    David P. Conley
                                    President of Broadway National Bank

                               For: Broadway National Bank

                                    /s/ David P. Conley
                                    --------------------------------------
                                    Plan Administrator





                                        9

<PAGE> 10
<TABLE>
<CAPTION>

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


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

    <S>          <C>                    <C>                                                            <C>
      4          Stock Certificate of   Incorporated herein by reference from the Exhibits             --
                 BostonFed Bancorp,     of the Registrant's Registration Statement on Form
                 Inc.                   S-1 filed with the SEC and declared effective on
                                        August 8, 1995.

    23.1         Consent KPMG           Filed herewith.                                                11
                 Peat Marwick LLP.

     24          Power of Attorney      Located on the signature page.                                 --

</TABLE>



                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32937}]
{"company-data": {"conformed-name": "BOSTONFED BANCORP INC", "cik": "0000948515", "assigned-sic": "6035", "irs-number": "521940834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70313", "film-number": "99503174"}, "business-address": {"street1": "17 NEW ENGLAND EXECUTIVE OFFICE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172730300"}, "mail-address": {"street1": "17 NEW ENGLAND EXECUTIVE OFFICE PK", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
1

As filed with the Securities and Exchange Commission on January 8, 1999
                                             Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             BOSTONFED BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                       5048                    52-1940834
(state or other jurisdiction of    (Primary Standard            (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                          17 NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803
                                 (781) 273-0300
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                           BOSTON FEDERAL SAVINGS BANK
                EMPLOYEES' SAVING & PROFIT SHARING PLAN AND TRUST
                                       and
                             BROADWAY NATIONAL BANK
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
                            (Full Title of the Plans)
                     ----------------------------------------

                                                COPIES TO:
DAVID P. CONLEY                                 LAWRENCE M.F. SPACCASI, ESQUIRE
EXECUTIVE VICE PRESIDENT                        LESLIE A. MURPHY, ESQUIRE
17 NEW ENGLAND EXECUTIVE PARK                   MULDOON, MURPHY & FAUCETTE LLP
BURLINGTON, MASSACHUSETTS 60123                 5101 WISCONSIN AVENUE, N.W.
(781) 273-0300                                  WASHINGTON, D.C.  20016
(Name, address, including zip code, and         (202) 362-0840
telephone number, including area code, of 
agent for service)

        If any of the securities being registered on this Form are to be
    offered on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
=====================================================================================================
                                              Proposed Maximum     Estimated Maximum      Amount of
   Title of each Class of     Amount to be    Purchase Price Per   Aggregate Offering   Registration
Securities to be Registered   Registered (1)      Share(2)             Price(3)              Fee
-----------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value                 228,342          $17.8125           $4,067,351             $1,131
-----------------------------------------------------------------------------------------------------
Participation Interests in
     Boston Plan                    (4)                               Indeterminate           (5)
-----------------------------------------------------------------------------------------------------
Participation Interests in          (4)                               Indeterminate           (5)
    Broadway Plan
=====================================================================================================
(1)Pursuant  to 17 C.F.R. Section 230.457(h), where securities are to be offered
   pursuant to an employee  benefit plan,  the aggregate  offering price and the
   amount of the  registration fee shall be computed with respect to the maximum
   number of the registrant's  securities that may be purchased with the current
   assets of such plan.
(2)The  average  of the high and low  prices ($17.8125) of the  common  stock of
   BostonFed  Bancorp,  Inc.  ("Common Stock") on the American Stock Exchange on
   January 5, 1999, in  accordance  with Rule 457(c) under the Securities Act of
   1933, as amended (the "Securities Act").
(3)Estimated solely for the purpose of calculating the registration fee.
(4)In  addition,  pursuant  to  Rule  416(c)  under  the  Securities  Act,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold  pursuant to each of the employee  benefit  plans (the Boston
   Plan and the Broadway Plan) described herein.
(5)Pursuant to Rule 457(h)(2), no separate fee is required for the participation
   interests.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.

Number of Pages 13
Exhibit Index begins on Page 10
2

BOSTONFED BANCORP, INC.

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

ITEMS 1 & 2.  BostonFed  Bancorp,  Inc. is the holding  company for two separate
subsidiaries,  Boston  Federal  Savings Bank and  Broadway  National  Bank.  The
documents  containing the information for Boston Federal Savings Bank Employees'
Savings & Profit  Sharing  Plan and Trust (the  "Boston  Plan") or the  Broadway
National Bank Employees'  Savings & Profit Sharing Plan and Trust (the "Broadway
Plan") required by Part I of the Registration Statement will be sent or given to
the respective  participants in the Plans as specified by Rule  428(b)(1).  Such
documents are not filed with the Securities and Exchange  Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) BostonFed Bancorp,  Inc.'s (the "Company" or "Corporation")  Report on
Form 10-K for the fiscal  year ended  December  31,  1997,  which  includes  the
consolidated  balance sheets of the Company and  subsidiaries as of December 31,
1997 and December 31, 1996,  including  the related  consolidated  statements of
income,  changes in stockholders' equity and cash flows for each of the years in
the three-year  period ended December 31, 1997,  together with related notes and
the report of KPMG Peat Marwick LLP, independent accountants,  dated January 20,
1998, as filed with the SEC (File No. 1-13936) on March 31, 1998.

      (b) The  Plan's  annual  report on Form  11-K for the  fiscal  year  ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December  31, 1997 and  December  31,  1996,  and the
related  statements  of income and  changes in plan  equity for each year of the
three year period  ended  December  31, 1997,  together  with related  notes and
schedules as required by ERISA filed with the SEC on January 8, 1999.

      (c) The Form 10-Q reports (File No.  1-13936) filed by the Company for the
quarters ended March 31, June 30, and September 30, 1998,  filed with the SEC on
May 15, August 14 and November 16, 1998, respectively.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1-13936),  as filed with the SEC pursuant to Section 12(b) of
the  Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  and rule  12b-15
promulgated thereunder on August 8, 1995.

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

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

                                         2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

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

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This  indemnification  applies to the Plan  Administrators  who  administer  the
Plans.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide 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
      (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

                                         3
4

      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  and  "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  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.

                                         4
5

            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.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933  ("Securities  Act") may be  permitted  to  directors,  officers  or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of BostonFed Bancorp, Inc. 1

      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the plans and any  amendment  thereto to the
               Internal  Revenue Service ("IRS") in a timely manner and has made
               or will make all changes  required by the IRS in order to qualify
               the plans.

      23.1     Consent of KPMG Peat Marwick LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-94860),  as amended,
  filed with the SEC on July 21, 1995 and declared  effective  on September  11,
  1995.

                                         5
6

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include any  Prospectus required  by  Section  10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus  any   facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information 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  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

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

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

                                         6
7

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  BostonFed
Bancorp,  Inc. certifies that is 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 Burlington, Massachusetts on January 8, 1999.

                                      BOSTONFED BANCORP, INC.

                                      By:/s/ David F. Holland
                                         ---------------------------------------
                                         David F. Holland
                                         Chairman, President and Chief 
                                         Executive Officer

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

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

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

/s/ David F. Holland            Chairman, President and        January 8, 1999
----------------------------    Chief Executive Officer
David F. Holland                (principal executive officer)
                                

/s/ David P. Conley             Director, Executive Vice       January 8, 1999
----------------------------    President, Assistant 
David P. Conley                 Treasurer and Assistant 
                                Secretary
                                

/s/ John A. Simas               Executive Vice President,      January 8, 1999
-----------------------------   Chief Financial Officer and
John A. Simas                   Secretary
                                (principal accounting and
                                financial officer)

                                        7
8

/s/ Edward P. Callahan          Director                       January 8, 1999
-----------------------------
Edward P. Callahan

/s/ Richard J. Dennis, Sr.      Director                       January 8, 1999
-----------------------------     
Richard J. Dennis, Sr.

/s/ Charles R. Kent             Director                       January 8, 1999
------------------------------  
Charles R. Kent

/s/ W. Robert Mill              Director                       January 8, 1999
------------------------------ 
W. Robert Mill

/s/ Irwin W. Sizer, M.D.        Director                       January 8, 1999
------------------------------
Irwin W. Sizer, M.D.

THE BOSTON PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Boston Federal Savings Bank Employees'  Savings
and Profit Sharing Plan and Trust) have duly caused this Registration  Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Burlington, Massachusetts on January 8, 1999.

                                BOSTON FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS &
                                PROFIT SHARING PLAN AND TRUST

                               By:  /s/ David P. Conley
                                    --------------------------------------------
                                    David P. Conley
                                    President of Boston Federal Savings Bank

                                    /s/ John A. Simas
                                    --------------------------------------------
                                    John A. Simas
                                    Executive Vice President, Chief Financial 
                                    Officer and Secretary of Boston Federal 
                                    Savings Bank

                                    /s/ Janice M. Forster
                                    --------------------------------------------
                                    Janice M. Forster
                                    Senior Vice President of Boston Federal 
                                    Savings Bank

                               For: Boston Federal Savings Bank Employees' 
                                    Savings & Profit Sharing Plan and Trust 
                                    Administrative Committee Plan Administrators

                                        8
9

THE BROADWAY PLAN.

    Pursuant to the  requirements  of the Securities Act, the trustees (or other
persons who  administer  the Broadway  Plan) have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Burlington, Massachusetts on January 8, 1999.

                                BROADWAY NATIONAL BANK

                               By:  /s/ David P. Conley
                                    --------------------------------------
                                    David P. Conley
                                    President of Broadway National Bank

                               For: Broadway National Bank

                                    /s/ David P. Conley
                                    --------------------------------------
                                    Plan Administrator

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

                                                                                                 Sequentially
                                                                                                   Numbered
                                                                                                     Page
 Exhibit No.     Description            Method of Filing                                           Location
------------     ------------------     ----------------------------------------------------      ----------
4          Stock Certificate of   Incorporated herein by reference from the Exhibits             --
                 BostonFed Bancorp,     of the Registrant's Registration Statement on Form
                 Inc.                   S-1 filed with the SEC and declared effective on
                                        August 8, 1995.

    23.1         Consent KPMG           Filed herewith.                                                11
                 Peat Marwick LLP.

     24          Power of Attorney      Located on the signature page.                                 --
10