SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NSS BANCORP, INC. _______________________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Connecticut 06-1485317 ________________________________________ ___________________________________ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 48 Wall Street, Norwalk, Connecticut 06852 ________________________________________ ___________________________________ (Address of Principal Executive Office) (Zip Code) If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General Instruction effective simultaneously with (A)(C)(1) please check the following the effectiveness of a box. [ ] concurrent registration statement under the Securities Act of 1933 pursuant to General Information (A)(C)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: Name of Each Exchange on Which Title of Each Class to be so registered Each Class is to be registered _______________________________________ ______________________________ Common Stock, par value, $0.01 NASDAQ - National Market ______________________________ __________________________ INFORMATION REQUIRED IN REGISTRATION STATEMENT ______________________________________________ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED ________________________________________________________________ This Amendment No. 1 to Form 8-A relates to the registration statement filed by NSS Bancorp, Inc. (the "Registrant") on Form 8-A to register the common stock of NSS Bancorp, Inc., par value, $0.01 per share (the "Registration Statement"). The Registrant and Norwalk Savings Society have entered into that certain Plan of Reorganization dated May 20, 1997 pursuant to which Norwalk Savings Society will become the wholly owned subsidiary of the Registrant. Accordingly, the Registrant included the Quarterly Report of Norwalk Savings Society on Form F-4 for the quarter ended March 31, 1997 as Exhibit 99.2 to the Registration Statement. This Amendment No. 1 to Form 8-A is being filed for the sole purpose of updating the financial statements in the Registration Statement. Accordingly, attached as exhibit 99.3 to this Amendment No. 1 to Form 8-A is the Quarterly Report of Norwalk Savings Society on Form F-4 for the quarter ended June 30, 1997. ITEM 2. EXHIBITS _________________ Exhibit 99.3: The Quarterly Report of Norwalk Savings Society on Form F-4 for the period ended June 30, 1997. SIGNATURE Pursuant to the requirements of section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. NSS BANCORP, INC. Registrant Date: September 26, 1997 By /s/Robert T. Judson _____________________________________ Robert T. Judson Its President