SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                               -------------------

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               -------------------

                             FALMOUTH BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 04-3337685
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


                             FALMOUTH BANCORP, INC.
                                20 DAVIS STRAITS
                          FALMOUTH, MASSACHUSETTS 02540
                    (Address of principal executive offices)

                               -------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Title of each class                     Name of each exchange on which
     to be so registered                     each class is to be registered
     -------------------                     ------------------------------
COMMON STOCK, PAR VALUE, $.01 PER SHARE          AMERICAN STOCK EXCHANGE

                               -------------------

     SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE









ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


     For a description of the shares of common stock,  par value $.01 per share,
of Falmouth Bancorp,  Inc. (the  "Registrant")  being registered  hereunder,  as
required by Item 202 of Regulation  S-K, and in accordance  with the Instruction
to  Item  1  of  Form   8-A,   see  the   following   captions   in  the   Proxy
Statement/Prospectus  of the  Registrant  filed with the Securities and Exchange
Commission  on  November  27,  1997  as part  of the  Registrant's  Registration
Statement on Form S-4, No. 333-16931,  which captions are incorporated herein by
reference:  DESCRIPTION OF THE  REORGANIZATION;  DESCRIPTION OF BANCORP  CAPITAL
STOCK; DESCRIPTION OF FALMOUTH CAPITAL STOCK; CERTAIN DIFFERENCES IN STOCKHOLDER
RIGHTS.






ITEM 2.  EXHIBITS.

     The  following  Exhibits  are  either  filed  as part of this  Registration
Statement or are incorporated herein by reference:

     1    Registration  Statement on Form S-4 (Registration No.  333-16931),  as
          filed with the  Securities  and  Exchange  Commission  on November 27,
          1996.*

     2.1  Annual  Report on Form F-2 for the year ended  September  30, 1996, as
          filed with the Federal Deposit Insurance Corporation.

     2.2  Quarterly  Report on Form F-4 for the quarter ended December 31, 1996,
          as filed with the Federal Deposit Insurance Corporation.

     2.3  Quarterly  Report on Form F-4 for the quarter ended March 31, 1997, as
          filed with the Federal Deposit Insurance Corporation.

     2.4  Quarterly  Report on Form F-4 for the quarter  ended June 30, 1997, as
          filed with the Federal Deposit Insurance Corporation.

     2.5  Current  Report on Form F-3 dated  January 30, 1997, as filed with the
          Federal Deposit Insurance Corporation.

     3    None.

     4.1  Bylaws of the Falmouth Bancorp, Inc.*

     4.2  Certificate of Incorporation of Falmouth Bancorp, Inc.*

     4.3  Agreement  and  Plan  of   Reorganization   By  and  Between  Falmouth
          Co-operative Bank and Falmouth Bancorp, Inc.*

     5    Specimen Stock Certificate of Falmouth Bancorp, Inc.*

     6    1996 Annual Report of Falmouth Co-operative Bank.**



     *    Exhibit  is  incorporated  herein  by  reference  to the  Registration
          Statement on Form S-4 of the Registrant  (Registration No. 333-16931),
          as filed with the Securities  and Exchange  Commission on November 27,
          1996.

     **   Included as part of Exhibit 2.1 above.




                                    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.


                                      FALMOUTH BANCORP, INC.

                                      By:
                                         ---------------------------------------
                                           Santo P. Pasqualucci
                                           President and Chief Executive Officer




Dated: October 6, 1997









CONFORMED
                                    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.


                                      FALMOUTH BANCORP, INC.

                                      By:  /s/ Santo P. Pasqualucci
                                         ---------------------------------------
                                           Santo P. Pasqualucci
                                           President and Chief Executive Officer




Dated: October 6, 1997