content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 6, 1996
                                               Registration Statement No. 333-
  ================================================================================
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                              PEOPLE'S BANCSHARES, INC.
               (Exact name of Registrant as specified in its charter)
  <TABLE>
  <S>                                <C>                                 <C>
           MASSACHUSETTS                  545 PLEASANT STREET                04-3272233
  (State or Other Jurisdiction of    NEW BEDFORD, MASSACHUSETTS 02740     (I.R.S. Employer
   Incorporation or Organization)            (508) 991-2601              Identification No.)
  </TABLE>
     (Address, including zip code, and telephone number, including area code of
                      Registrant's principal executive offices)
  
  
                       1996 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the Plan)
  
  
                                   COLIN C. BLAIR
                        Chief Financial Officer and Treasurer
                              PEOPLE'S BANCSHARES, INC.
                                 545 Pleasant Street
                          New Bedford, Massachusetts 02740
                                   (508) 991-2601
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
  
                                      Copy to:
  
                                REGINA M. PISA, P.C.
                             Goodwin, Procter & Hoar LLP
                                   Exchange Place
                                  Boston, MA 02109
                                   (617) 570-1525
  
                                --------------------
  
  <TABLE>
                                             CALCULATION OF REGISTRATION FEE
  <CAPTION>
  ====================================================================================================================
                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE    AMOUNT TO BE         OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
          REGISTERED            REGISTERED (1)             SHARE                   PRICE              REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                      <C>                    <C>                     <C>      
  Common Stock, $0.10            37,100 shares           $  9.625(2)            $3,381,756.25           $1,024.77
  par value                     296,900 shares           $10.1875(3)
  --------------------------------------------------------------------------------------------------------------------
  TOTAL                         334,000 shares                                  $3,381,756.25           $1,024.77
  ====================================================================================================================
  <FN>
  (1)  Plus such additional number of shares as may be required pursuant to the plan in the event of a
       stock dividend, reverse stock split, split-up, recapitalization or other similar event.
  (2)  This estimate is made pursuant to Rule 457(h) under the Securities Act, solely for the purposes of determining
       the registration fee and is based upon the price at which outstanding options may be exercised.
  (3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of
       determining the amount of the registration fee on November 29, 1996, utilizing the average of the high and low
       sale prices reported on the Nasdaq National Market System on that date.
  </TABLE>
  --------------------------------------------------------------------------------
  ================================================================================
  
  
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents containing the information specified in the requirements of
  Part I are not required to be filed with the Securities and Exchange Commission
  as part of this Registration Statement on Form S-8.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       People's Bancshares, Inc. (the "Registrant") hereby incorporates by
  reference into this Registration Statement the following documents:
  
       (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995.
  
       (b) (i) The Registrant's Current Report on Form 8-K, filed with the
  Commission on February 8, 1996 (the "Form 8-K") and (ii) the Registrant's
  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996,
  June 30, 1996 and September 30, 1996. 
  
       (c) The description of the Registrant's common stock, par value $0.10 per
  share, contained in Exhibit 99.1 to the Form 8-K.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes hereof to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is incorporated or deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
                                        1
  <PAGE>   3
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Indemnification. The Registrant is a Massachusetts corporation.
  Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
  may, subject to certain limitations, indemnify its directors, officers,
  employees and other agents, 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, to the extent
  specified or authorized by the corporation's articles of organization, a by-law
  adopted by the stockholders, or a vote adopted by the holders of a majority of
  the shares of stock entitled to vote on the election of directors.
  
       Section 67 also provides that a corporation may purchase and maintain
  insurance against liability incurred by an officer or director in his capacity
  as officer or director, 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 By-laws provide that directors and officers of the
  Registrant shall, and in the discretion of the Board of Directors, non-officer
  employees may, be indemnified by the Registrant against liabilities and expenses
  arising out of service for or on behalf of the Registrant. The By-laws provide
  that such indemnification shall not be provided if it is determined that the
  action giving rise to the liability was not taken in good faith in the
  reasonable belief that the action was in the best interests of the Registrant.
  The By-laws provide that the indemnification provision in the By-laws does not
  limit any other right to indemnification existing independently of the By-laws.
  The By-laws also provide that the right of directors and officers to
  indemnification is a contract right.
  
       Under the By-laws, indemnification may include payment by the Registrant 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 such indemnification under the By-laws, which
  undertaking may be accepted without reference to the financial ability of such
  person to make repayment. Any such indemnification may be provided even if the
  person to be indemnified is no longer an officer, director, or employee of the
  Registrant.
  
       The By-laws provide that the Registrant shall not indemnify a director or
  officer in connection with any action, suit, proceeding or investigation
  initiated by the director or officer unless such initiation was approved by the
  Board of Directors of the Registrant.
  
       The By-laws provide that the Registrant is authorized to enter into
  agreements with its directors and officers providing indemnification procedures
  different from those set forth in the By-laws, and to purchase and maintain
  liability insurance for itself and any director, officer, employee or agent of
  the Registrant.
  
       Limitation of Liability. Massachusetts General Laws Chapter 156B, Section
  13 enables a corporation in its original articles of organization or an
  amendment thereto to eliminate or limit the personal liability of a director for
  monetary damages for violations of the director's fiduciary duty, except (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) pursuant to Sections
  61 and 62 of Chapter 156B (providing for liability of directors for authorizing
  illegal distributions and for making loans to directors, officers and certain
  shareholders) or (iv) for any transaction from which a director derived an
  improper personal benefit. The Registrant's Articles and By-laws currently
  contain no limitation of liability provisions.
  
                                       2
  
  <PAGE>   4
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  
  ITEM 8. EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
       4.1        1996 Stock Option and Incentive Plan
  
       5.1        Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                  securities being registered
  
       23.1       Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
                  hereto)
  
       23.2       Consent of Wolf & Company, P.C., as independent public
                  accountants
  
       24.1       Powers of attorney (see page 5 of this Registration Statement)
  
  ITEM 9. UNDERTAKINGS
  
       (a)        The undersigned Registrant hereby undertakes:
  
                  (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                       (i)   To include any prospectus required by Section 
       10(a)(3) of the Securities Act of 1933;
  
                       (ii)  To reflect in the prospectus any acts 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 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 a 20% change in the maximum aggregate offering price set forth
       in "Calculation of Registration Fee" table in the effective Registration
       Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the undersigned
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement;
  
                       (iii) To include any material information with respect to
       the plan of distribution not previously disclosed in the Registration
       Statement or any material change to such information in the Registration
       Statement;
  
  
                                       3
  <PAGE>   5
  
                  (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
                  (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)        The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  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)        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 Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                       4
  
  <PAGE>   6
  
                                     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 Town of New Bedford, Commonwealth of Massachusetts, on
  December 4, 1996.
  
  
                                             PEOPLE'S BANCSHARES, INC.
  
  
  
                                             By: /s/ Colin C. Blair
                                                ----------------------------------
                                                Colin C. Blair
                                                Vice President, Treasurer and
                                                Chief Financial Officer
  
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of People's Bancshares, Inc. hereby severally constitute Frederick W.
  Adami, III and Colin C. Blair and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the Registration Statement filed
  herewith and any and all amendments to said Registration Statement, and
  generally to do all such things in our names and in our capacities as officers
  and directors to enable People's Bancshares, Inc. to comply with the provisions
  of the Securities Act of 1933, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       SIGNATURE                          TITLE                        DATE
  
  
  /s/ John A. Williams           President, Chief Executive      December 5, 1996
  ----------------------------   Officer and Director
  John A. Williams               (principal executive officer)
  
  
  /s/ Colin C. Blair             Vice President, Treasurer       December 4, 1996
  ----------------------------   and Chief Financial Officer
  Colin C. Blair                 (principal financial and
                                 accounting officer)
  
  
  /s/ Frederick W. Adami, III    Director                        December 4, 1996
  ----------------------------
  Frederick W. Adami, III
  
  
                                       5
  <PAGE>   7
  
  
  
       SIGNATURE                          TITLE                        DATE
       ---------                          -----                        ----
  
  /s/ Virginia M. Burke          Director                        December 4, 1996
  ----------------------------
  Virginia M. Burke
  
  
  /s/ B. Benjamin Cavallo        Director                        December 4, 1996
  ----------------------------
  B. Benjamin Cavallo
  
  
                                 Director                        December __, 1996
  ---------------------------                                           
  John R. Eaton
  
  
  /s/ S. David Goldberg          Director                        December 4, 1996
  ----------------------------
  S. David Goldberg
  
  
  /s/ Terrence Gomes             Director                        December 4, 1996
  ----------------------------
  Terrence Gomes
  
  
  /s/ Fred W. Green              Director                        December 4, 1996
  ----------------------------
  Fred W. Green
  
  
  /s/ Loring C. Johnson          Director                        December 4, 1996
  ----------------------------
  Dr. Loring C. Johnson
  
  
  /s/ Richard D. Matthews        Director                        December 3, 1996
  ----------------------------
  Richard D. Matthews
  
  
  /s/ Gerald R. Rodman           Director                        December 4, 1996
  ----------------------------
  Gerald R. Rodman
  
  
  /s/ Davis H. Scudder           Director                        December 4, 1996
  ----------------------------
  Davis H. Scudder
  
  
                                 Director                        December __, 1996
  ----------------------------
  Stanley D. Siskind
  
  
                                       6
  
  <PAGE>   8
  
  
                                  EXHIBIT INDEX
  
                                                                                  
    EXHIBIT                                                                     
    NUMBER     DESCRIPTION                                                    
    ------     -----------                                                    
  
      4.1      1996 Stock Option and Incentive Plan
  
      5.1      Opinion of Goodwin, Procter & Hoar LLP as to the
               legality of the securities being registered
  
     23.1      Consent of Goodwin, Procter & Hoar LLP (contained in
               Exhibit 5.1 hereto)
  
     23.2      Consent of Wolf & Company, P.C., as independent
               public accountants
  
     24.1      Powers of attorney (see page 5 of this Registration
               Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PEOPLES BANCSHARES, INC. REGISTRATION ON FORM S-8", "secsgml_size_bytes": 21005}]
metadata_filer: {"company-data": {"conformed-name": "PEOPLES BANCSHARES INC", "cik": "0000077371", "assigned-sic": "6036", "irs-number": "043272233", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17439", "film-number": "96677245"}, "business-address": {"street1": "PO BOX 3203", "city": "NEW BEDFORD", "state": "MA", "zip": "02741", "phone": "5089912703"}, "mail-address": {"street1": "PO BOX 3203", "city": "NEW BEDFORD", "state": "MA", "zip": "02741"}}
text: 1
      As filed with the Securities and Exchange Commission on December 6, 1996
                                               Registration Statement No. 333-
  ================================================================================
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                              PEOPLE'S BANCSHARES, INC.
               (Exact name of Registrant as specified in its charter)
  MASSACHUSETTS                  545 PLEASANT STREET                04-3272233
  (State or Other Jurisdiction of    NEW BEDFORD, MASSACHUSETTS 02740     (I.R.S. Employer
   Incorporation or Organization)            (508) 991-2601              Identification No.)
  (Address, including zip code, and telephone number, including area code of
                      Registrant's principal executive offices)
  
                       1996 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the Plan)
  
                                   COLIN C. BLAIR
                        Chief Financial Officer and Treasurer
                              PEOPLE'S BANCSHARES, INC.
                                 545 Pleasant Street
                          New Bedford, Massachusetts 02740
                                   (508) 991-2601
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                      Copy to:
  
                                REGINA M. PISA, P.C.
                             Goodwin, Procter & Hoar LLP
                                   Exchange Place
                                  Boston, MA 02109
                                   (617) 570-1525
  
                                --------------------
  
                                             CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES TO BE    AMOUNT TO BE         OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
          REGISTERED            REGISTERED (1)             SHARE                   PRICE              REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.10            37,100 shares           $  9.625(2)            $3,381,756.25           $1,024.77
  par value                     296,900 shares           $10.1875(3)
  --------------------------------------------------------------------------------------------------------------------
  TOTAL                         334,000 shares                                  $3,381,756.25           $1,024.77
  ====================================================================================================================
  (1)  Plus such additional number of shares as may be required pursuant to the plan in the event of a
       stock dividend, reverse stock split, split-up, recapitalization or other similar event.
  (2)  This estimate is made pursuant to Rule 457(h) under the Securities Act, solely for the purposes of determining
       the registration fee and is based upon the price at which outstanding options may be exercised.
  (3)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of
       determining the amount of the registration fee on November 29, 1996, utilizing the average of the high and low
       sale prices reported on the Nasdaq National Market System on that date.
  --------------------------------------------------------------------------------
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents containing the information specified in the requirements of
  Part I are not required to be filed with the Securities and Exchange Commission
  as part of this Registration Statement on Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       People's Bancshares, Inc. (the "Registrant") hereby incorporates by
  reference into this Registration Statement the following documents:
  
       (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995.
  
       (b) (i) The Registrant's Current Report on Form 8-K, filed with the
  Commission on February 8, 1996 (the "Form 8-K") and (ii) the Registrant's
  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996,
  June 30, 1996 and September 30, 1996. 
  
       (c) The description of the Registrant's common stock, par value $0.10 per
  share, contained in Exhibit 99.1 to the Form 8-K.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes hereof to the
  extent that a statement contained herein or in any other subsequently filed
  document which also is incorporated or deemed to be incorporated by reference
  herein modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
                                        1
  3
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Indemnification. The Registrant is a Massachusetts corporation.
  Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
  may, subject to certain limitations, indemnify its directors, officers,
  employees and other agents, 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, to the extent
  specified or authorized by the corporation's articles of organization, a by-law
  adopted by the stockholders, or a vote adopted by the holders of a majority of
  the shares of stock entitled to vote on the election of directors.
  
       Section 67 also provides that a corporation may purchase and maintain
  insurance against liability incurred by an officer or director in his capacity
  as officer or director, 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 By-laws provide that directors and officers of the
  Registrant shall, and in the discretion of the Board of Directors, non-officer
  employees may, be indemnified by the Registrant against liabilities and expenses
  arising out of service for or on behalf of the Registrant. The By-laws provide
  that such indemnification shall not be provided if it is determined that the
  action giving rise to the liability was not taken in good faith in the
  reasonable belief that the action was in the best interests of the Registrant.
  The By-laws provide that the indemnification provision in the By-laws does not
  limit any other right to indemnification existing independently of the By-laws.
  The By-laws also provide that the right of directors and officers to
  indemnification is a contract right.
  
       Under the By-laws, indemnification may include payment by the Registrant 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 such indemnification under the By-laws, which
  undertaking may be accepted without reference to the financial ability of such
  person to make repayment. Any such indemnification may be provided even if the
  person to be indemnified is no longer an officer, director, or employee of the
  Registrant.
  
       The By-laws provide that the Registrant shall not indemnify a director or
  officer in connection with any action, suit, proceeding or investigation
  initiated by the director or officer unless such initiation was approved by the
  Board of Directors of the Registrant.
  
       The By-laws provide that the Registrant is authorized to enter into
  agreements with its directors and officers providing indemnification procedures
  different from those set forth in the By-laws, and to purchase and maintain
  liability insurance for itself and any director, officer, employee or agent of
  the Registrant.
  
       Limitation of Liability. Massachusetts General Laws Chapter 156B, Section
  13 enables a corporation in its original articles of organization or an
  amendment thereto to eliminate or limit the personal liability of a director for
  monetary damages for violations of the director's fiduciary duty, except (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) pursuant to Sections
  61 and 62 of Chapter 156B (providing for liability of directors for authorizing
  illegal distributions and for making loans to directors, officers and certain
  shareholders) or (iv) for any transaction from which a director derived an
  improper personal benefit. The Registrant's Articles and By-laws currently
  contain no limitation of liability provisions.
  
                                       2
  4
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8. EXHIBITS.
  
       The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
       4.1        1996 Stock Option and Incentive Plan
  
       5.1        Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                  securities being registered
  
       23.1       Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
                  hereto)
  
       23.2       Consent of Wolf & Company, P.C., as independent public
                  accountants
  
       24.1       Powers of attorney (see page 5 of this Registration Statement)
  
  ITEM 9. UNDERTAKINGS
  
       (a)        The undersigned Registrant hereby undertakes:
  
                  (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                       (i)   To include any prospectus required by Section 
       10(a)(3) of the Securities Act of 1933;
  
                       (ii)  To reflect in the prospectus any acts 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 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 a 20% change in the maximum aggregate offering price set forth
       in "Calculation of Registration Fee" table in the effective Registration
       Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
  if the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed by the undersigned
  Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in the Registration Statement;
  
                       (iii) To include any material information with respect to
       the plan of distribution not previously disclosed in the Registration
       Statement or any material change to such information in the Registration
       Statement;
  
                                       3
  5
  
                  (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
                  (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       (b)        The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  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)        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 Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                       4
  6
  
                                     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 Town of New Bedford, Commonwealth of Massachusetts, on
  December 4, 1996.
  
                                             PEOPLE'S BANCSHARES, INC.
  
                                             By: /s/ Colin C. Blair
                                                ----------------------------------
                                                Colin C. Blair
                                                Vice President, Treasurer and
                                                Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of People's Bancshares, Inc. hereby severally constitute Frederick W.
  Adami, III and Colin C. Blair and each of them singly, our true and lawful
  attorneys with full power to them, and each of them singly, to sign for us and
  in our names in the capacities indicated below, the Registration Statement filed
  herewith and any and all amendments to said Registration Statement, and
  generally to do all such things in our names and in our capacities as officers
  and directors to enable People's Bancshares, Inc. to comply with the provisions
  of the Securities Act of 1933, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
       SIGNATURE                          TITLE                        DATE
  
  /s/ John A. Williams           President, Chief Executive      December 5, 1996
  ----------------------------   Officer and Director
  John A. Williams               (principal executive officer)
  
  /s/ Colin C. Blair             Vice President, Treasurer       December 4, 1996
  ----------------------------   and Chief Financial Officer
  Colin C. Blair                 (principal financial and
                                 accounting officer)
  
  /s/ Frederick W. Adami, III    Director                        December 4, 1996
  ----------------------------
  Frederick W. Adami, III
  
                                       5
  7
  
       SIGNATURE                          TITLE                        DATE
       ---------                          -----                        ----
  
  /s/ Virginia M. Burke          Director                        December 4, 1996
  ----------------------------
  Virginia M. Burke
  
  /s/ B. Benjamin Cavallo        Director                        December 4, 1996
  ----------------------------
  B. Benjamin Cavallo
  
                                 Director                        December __, 1996
  ---------------------------                                           
  John R. Eaton
  
  /s/ S. David Goldberg          Director                        December 4, 1996
  ----------------------------
  S. David Goldberg
  
  /s/ Terrence Gomes             Director                        December 4, 1996
  ----------------------------
  Terrence Gomes
  
  /s/ Fred W. Green              Director                        December 4, 1996
  ----------------------------
  Fred W. Green
  
  /s/ Loring C. Johnson          Director                        December 4, 1996
  ----------------------------
  Dr. Loring C. Johnson
  
  /s/ Richard D. Matthews        Director                        December 3, 1996
  ----------------------------
  Richard D. Matthews
  
  /s/ Gerald R. Rodman           Director                        December 4, 1996
  ----------------------------
  Gerald R. Rodman
  
  /s/ Davis H. Scudder           Director                        December 4, 1996
  ----------------------------
  Davis H. Scudder
  
                                 Director                        December __, 1996
  ----------------------------
  Stanley D. Siskind
  
                                       6
  8
  
                                  EXHIBIT INDEX
  
                                                                                  
    EXHIBIT                                                                     
    NUMBER     DESCRIPTION                                                    
    ------     -----------                                                    
  
      4.1      1996 Stock Option and Incentive Plan
  
      5.1      Opinion of Goodwin, Procter & Hoar LLP as to the
               legality of the securities being registered
  
     23.1      Consent of Goodwin, Procter & Hoar LLP (contained in
               Exhibit 5.1 hereto)
  
     23.2      Consent of Wolf & Company, P.C., as independent
               public accountants
  
     24.1      Powers of attorney (see page 5 of this Registration
               Statement)