LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                WRITER'S EMAIL
(202) 274-2009                                             mlevy@luselaw.com



VIA EDGAR

May 28, 2009

Ms. Kathryn McHale
Staff Attorney
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

         Re:      Chicopee Bancorp, Inc.
                  Form 10-K for December 31, 2008
                  Definitive Proxy Statement filed April 13, 2009
                  File No. 000-51996
                  --------------------------------------------------------

Dear Ms. McHale:

     We are in receipt of your letter dated April 30, 2009 providing comments on
the referenced filing for Chicopee Bancorp, Inc. (the "Company").  The Company's
responses are set forth below and are keyed to the staff's comment letter.

Form 10-K for the  Fiscal  Year  Ended  December  31,  2008
- -----------------------------------------------------------
Business  - Lending Activities, page 3
- --------------------------------------

1.   Please  advise  the  staff  as to your  exposure  to  subprime  lending  or
     non-traditional  lending  products.  If  significant,  please  include this
     disclosure in future filings.

     The Staff is advised  that the Company has no exposure to subprime  lending
     or  non-traditional  lending  products,  and  will so  disclose  in  future
     filings.

2.   Please  revise  your  future  filings to  disclose  the extent to which you
     underwrite variable rate loans to the fully indexed rate. To the extent you
     do not, please disclose how you consider this practice when evaluating your
     allowance for loan losses.

     The Staff's comment is noted and will be addressed in future filings.



Properties, page 20
- -------------------

3.   In future  filings,  please  state  whether  the main office and seven full
     service branch offices are owned or leased by you or by your subsidiaries.

     The Staff's comment is noted and will be addressed in future filings.

Market for Registrant's Common Equity,  Related  Stockholders Matters and Issuer
Purchases of Equity Securities, page 21
- --------------------------------------------------------------------------------

4.   In future filings,  please conform the title of this section of your Annual
     Report to the proper title of Item 5 on Form 10-K.

     The Staff's comment is noted and will be addressed in future filings.

5.   In future  filings,  please  provide  the number of holders of your  common
     stock as of the last  practicable  date  rather  than as of your  year end.
     Refer to Item 201(b) of Regulation S-K.

     The Staff's comment is noted and will be addressed in future filings.

Selected Financial Data, page 23
- --------------------------------

6.   Please  review  your  future  filings to present  your  income  (loss) from
     continuing  operations per common share,  pursuant to Instruction 2 of Item
     301 of Regulation S-K.

     The Staff's comment is noted and will be addressed in future filings.




7.   Footnote (4) indicates that you make certain  adjustments in computing your
     efficiency ratio. Please tell us and revise your future filings to disclose
     the extent to which these  adjustments  comply with the  definition  of the
     Efficiency ratio promulgated by your primary federal banking regulator.  To
     the extent your measure does not comply with that  guidance,  it appears to
     be a non-GAAP  measure under Item 10(e) of  Regulation  S-K. If that is the
     case, please revise your future filings to provide the disclosures required
     by Item 10(e), including a reconciliation and discussion of how you use the
     measure and why you believe it is useful to investors. Discuss any inherent
     limitations of the usefulness of the measure based on the adjustments made.

     The Staff is advised  that the  Company  calculates  its  efficiency  ratio
     following industry standards;  namely, non-interest expenses divided by the
     total of non-interest  income less security gains or losses and loan sales'
     gain or losses,  plus tax equivalent  net interest  income before loan loss
     provisions. The Company believes that this calculation is industry standard
     and  provides   stockholders  the  most  useful  and  accurate  information
     regarding the evaluation of its overhead structure.  While this calculation
     varies  with the  calculation  suggested  by our  primary  federal  banking
     regulator,  the FDIC, the use of this specific  calculation is not required
     by the FDIC and, as such,  should not be  considered a GAAP  measure  under
     Item 10(d) of Regulation S-K. Therefore,  the Company respectfully believes
     that non-GAAP  disclosure and  reconciliation  are not required under these
     circumstances.

Management's Discussion and Analysis
- ------------------------------------
Allowance for Loan Losses, page 25
- ----------------------------------

8.   You state here that "The allowance for loan losses is a valuation allowance
     for probable  incurred credit  losses." If true,  please revise your future
     filings to more clearly and definitively disclose,  here and elsewhere your
     document as applicable,  that you believe the allowance for loan losses you
     established  as of the balance sheet dates  presented is  "appropriate"  to
     cover the inherent probable losses in the portfolio.

     The Staff's comment is noted and will be addressed in future filings.





Liquidity Management, page 46
- -----------------------------

9.   Please revise your future  filings to disclose the specific  nature of your
     short-term  investments,  and discuss the reasons for  fluctuations  in the
     balance of these investments from period to period.

     The Staff's comment is noted and will be addressed in future  filings.  The
     Staff is supplementally  advised that the Company's short-term  investments
     are primarily  comprised of U.S.  treasuries and U.S. agency securities and
     are  primarily  used  as  collateral  for  corporate  sweep  accounts.  The
     fluctuations  in the  balances  are due to the  amount  of  funds  in sweep
     accounts outstanding, and the concomitant amount of collateral required.

Exhibits, page 53
- -----------------

10.  We note that you filed as exhibits amendments to certain compensatory plans
     and contracts  which were effective in November 2008. We also note that you
     did not  file a  Current  Report  on Form 8-K to  describe  the  terms  and
     conditions  of any of these  amendments.  Please  explain how you concluded
     that a Form 8-K was not required for any of these amendments. Refer to Item
     5.02(c) of form 8-K.

     The amendments to the referenced  compensatory plans and contracts were not
     material in nature and  therefore,  no Form 8-K was  required.  The Company
     included the exhibits in its Form 10-K since disclosure pertaining to these
     compensatory plans and contracts was included therein.

Consolidated Financial Statements
- ---------------------------------
Securities, page F-17
- ---------------------

11.  Please  tell us in detail how you  concluded  that your  marketable  equity
     securities were not other than  temporarily  impaired at December 31, 2008.
     Please address the following as part of that analysis:

     o    Please provide us with a list of the 37 equity securities that were in
          an unrealized loss position that  quantifies the cost basis,  the fair
          value,  the unrealized  loss, and the length of time they have been in
          an unrealized loss position.

     o    For the 11 equity  securities  that have  been in an  unrealized  loss
          position  for greater  than twelve  months as of  December  31,  2008,
          please provide a description for the specific evidence considered when



          concluding that these  securities  would recover their value,  and the
          time  horizon over which you  predicted  that they would occur for the
          purposes  of  asserting  that you have the intent and  ability to hold
          them until recovery.

     o    Tell us how you  considered  subsequent  events  information in making
          your     determination     that    these     securities    were    not
          other-than-temporarily   impaired  as  of  the  balance   sheet  dates
          presented.

     o    To the extent that you are able to support that the equity investments
          were not  other-than-temporarily  impaired  as of December  31,  2008,
          please update this information as of March 31, 2009.

     o    Tell us how the  performance of each equity  security fared during the
          quarter ended March 31, 2009 and during the subsequent  period through
          the date of your response.  Specifically  explain how this performance
          compared to your  projection  of recovery  for these  securities,  and
          explain how you updated your expectations of near-term  recovery based
          on that information.

     o    We may have further comment based on your response.


     Enclosed herein is a list of the Company's  investment in equity securities
     that were in an unrealized loss position,  the cost basis,  the fair value,
     the unrealized  loss and the length of time they have been in an unrealized
     loss position, as of December 31, 2008 and March 31, 2009. We note that the
     Company had 37 equity  securities in an unrealized  loss position in excess
     of one year, which were comprised of 21 companies. The Company monitors its
     securities portfolio on a continuous basis to determine,  which securities,
     if  any,  are   other-than-temporarily   impaired.   The  Company   reviews
     information relating to all aspects of its securities  holdings,  including
     company-specific   financial  and  other   information,   industry-specific
     information  and  the  performance  of the  stock  market  in  general.  In
     addition,  the Company  utilizes the services of two money managers to help
     analyze its equity  investments.  These  money  managers  prepare  detailed
     written  analyses  at  the  Company's   request  for  the  relevant  equity
     investments owned by the Company. These analyses critique the financial and
     other material matters relating to the specific equity investments.

     The Company  believes  that the  performance  of its equity  securities  is
     generally in line with its  expectations  as well as the performance of the
     overall  stock  market.  The  Company  is of the  opinion  that the  equity
     markets,  in  general,  including  the equity  securities  it is  currently
     holding,  are  underpriced  and  that  an  economy  recovery  will  lead to



     increased  values  in the  equities  market.  The  Staff is  supplementally
     advised that its equity  portfolio  has  increased  approximately  $550,000
     since March 31, 2009.

     Pursuant  to SEC  Rule  83,  17  C.F.R.  ss.200.83,  the  Company  requests
     confidential treatment for the above-referenced equity securities list. The
     Company  believes  that to release  such  information  would  have  adverse
     consequences to its business and competitive position.

12.  To the extent that you are able to support that the equity  securities were
     not  other-than-temporarily  impaired, please revise your future filings to
     provide a breakdown of the securities  that have been in an unrealized loss
     position  for  greater  than 12 months  with  information  similar  to that
     requested in the first two bullets of the comment above.

     The Staff's comment is noted and will be addressed in future filings.

13.  In  future   filings,   please   revise  to  clarify  the  nature  of  your
     collateralized mortgage obligations,  and disclose whether these consist of
     sub-investment  grade or sub-prime  or Alt-A  mortgage  backed  securities.
     Please tell us the specific  evidence  considered  when concluding that you
     would collect all contractual amounts due.

     The Staff's  comment is noted and will be addressed in future  filings,  to
     the extent material.  The Staff is supplementally  advised that the Company
     has 19 collateralized  mortgage obligation bonds with an aggregate value of
     $6.4  million.  Four of those  bonds have a FICO score of less than 650 and
     the total  exposure  of these  four bonds to the  Company is  approximately
     $25,000.

Advances From Federal Home Loan Bank, page F-25
- -----------------------------------------------

14.  Please revise your future filings to disclose the extent to which your FHLB
     advances contain any call features.

     The Staff's comment is noted and will be addressed in future filings.




Income Taxes, page F-27
- -----------------------

15.  In future filings, please revise your disclosures to address the following:

     o    Please  separately  present all  information  related to deferred  tax
          assets and  deferred  tax  liabilities.  Refer to paragraph 43 of SFAS
          109.

     o    If true,  please revise to clearly state that the valuation  allowance
          is recorded at the amount  necessary  for the portion of your deferred
          tax assets  which you  believe it is "more  likely than not" that your
          future  taxable  income will not be  sufficient  to realize.  Refer to
          paragraph 17e of SFAS 109.

     o    Clearly  disclose  how you  determined  the  amount  of the  valuation
          allowance as of each balance sheet date,  including how you determined
          which  portion of your deferred tax assets were  realizable.  Refer to
          paragraph 21 of SFAS 109.

          The Staff's comment is noted and will be addressed in future filings.

Definitive Proxy Statement
- --------------------------
Stock Ownership, page 10
- ------------------------

16.  In future filings,  please disclose the natural person who has voting power
     over the shares beneficially owned by Dalton Greiner, Hartman, Maher & Co.

     The Staff's comment is noted and will be addressed in future filings.






Executive  Compensation
- ----------------------
Compensation Discussion and Analysis - Cash-Based Incentive  Compensation,  page
16
- --------------------------------------------------------------------------------

17.  Please  tell us why you have not  disclosed  the  "certain  pre-established
     performance   objectives"  in   determining   your   cash-based   incentive
     compensation for your named executive officers for the 2008 fiscal year. To
     the  extent you  believe  that  disclosure  of the  historical  performance
     targets is not required  because it would result in  competitive  harm such
     that the targets  could be excluded  under  Instruction 4 to Item 402(b) of
     Regulation S-K, please provide a detailed  supplemental analysis supporting
     your  conclusion.  In particular,  your  competitive  harm analysis  should
     clearly explain the nexus between disclosure of the performance  objectives
     and the competitive harm that is likely to result from disclosure. Refer to
     Item  402(b)(2)(v)  of Regulation  S-K and  Regulation  S-K  Compliance and
     Disclosure Interpretation 118.04.

     As disclosed in the Company's  proxy  statement  dated April 15, 2009,  the
     Company did not implement a cash-based  incentive  program  during the 2008
     fiscal year.

Executive Compensation, page 21
- -------------------------------

18.  Please amend to provide compensation of the named executive officers (NEOs)
     for each of our last three completed fiscal years.  Refer to Item 402(c) of
     Regulation S-K.

     The proxy  statement was amended in response to the Staff's  comment on May
     5, 2009.

Transactions with Related Persons, page 32
- ------------------------------------------

19.  We note your  disclosure  with regard to loans or  extensions  of credit to
     related persons;  in future filings,  please conform this disclosure to the
     language in Instruction  4(c) of Item 404 of Regulation S-K to clarify that
     the loans are on the same terms as those made to persons not related to the
     lender.

     The Staff's comment is noted and will be addressed in future filings.




                                      * * *

     The Company hereby acknowledges that:

     o    the  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filing;

     o    staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     o    the  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

     We trust the foregoing is responsive  to the Staff's  comments.  We request
that any  questions  with  regard to the  foregoing  should be  directed  to the
undersigned at 202-274-2009.


                                       Very truly yours,

                                       /s/ Marc Levy

                                       Marc Levy

cc:      William J. Wagner, Chicopee Bancorp, Inc.
         SEC Freedom of Information and Privacy Act Office
         Lawrence Spaccasi, Esq.