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

                            FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.

             Commission File Number:  000-28389

                 Connecticut Bancshares, Inc.
       (Exact name of registrant as specified in its charter)

           923 Main Street, Manchester, Connecticut  06040
            (Address, including zip code, telephone number,
    including area code, of registrant's principal executive offices)

                  Common stock, par value $.01 per share
              (Title of each securities covered by this Form)

                                 N/A
    (Titles of all other classes of securities for which a duty
          to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:

Rule 12g-4(a)(1)(i)    X

Rule 12g-4(a)(1)(ii)

Rule 12g-4(a)(2)(i)

Rule 12g-4(a)(2)(ii)

Rule 12h-3(b)(1)(i)

Rule 12h-3(b)(1)(ii)

Rule 12h-3(b)(2)(i)

Rule 12h-3(b)(2)(ii)

Rule 15d-6

Approximate number of holders of record of the certification or notice
date: 1

Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification / notice to be signed on its behalf by the undersigned
duly authorized person.

Date:  April 1, 2004

                                     By: /s/ Merrill B. Blanksteen
                                         ---------------------------
                                         Merrill B. Blanksteen
                                         Executive Vice President


Instruction: This form is required by Rules 12g-4, 12h-4, 12h-3 and
15d-6 of the General Rules and Regulations under the Securities Exchange
Act of 1934. The registrant shall file with the Commission three copies
of Form 15, one of which shall be manually signed. It may be signed by
an officer of the registrant, by counsel or by any other duly authorized
person. The name and title of the person signing the form shall be typed
or printed under the signature.