SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No.1)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Hampden Bancorp, Inc.

(Name of Issuer)

Common Stock ($0.01 Par Value)

(Title of Class of Securities)

40867E107

(CUSIP NUMBER)

Clover Partners, L.P.

100 Crescent Court, Suite575

Dallas, TX 75201

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201-4618

(214) 969-2800

October 17, 2012

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box   x.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 40867E107 13D/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MHC Mutual Conversion Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 367,899
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 367,899
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,899
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON* PN

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CUSIP No. 40867E107 13D/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clover Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 367,899
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 367,899
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,899
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON* PN, IA

* SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 40867E107 13D/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clover Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 367,899
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 367,899
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,899
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON* CO

* SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 40867E107 13D/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael C. Mewhinney
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO/AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 367,899
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 367,899
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 367,899
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON* IN

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SCHEDULE 13D/A

This First Amended Schedule 13D (this “Schedule 13D/A”) amends and restates the Schedule 13D initially filed with the Securities and Exchange Commission on August 22, 2012 and is being filed on behalf of MHC Mutual Conversion Fund, L.P., a Texas limited partnership (the “Fund”), Clover Partners, L.P., a Texas limited partnership and the general partner of the Fund (the “GP”), Clover Investments, L.L.C., a Texas limited liability company and the general partner of the GP (“Clover”), and Michael C. Mewhinney, the principal of Clover, (collectively, the “Reporting Persons”), relating to common stock ($0.01 par value) (the “Common Stock”) of Hampden Bancorp, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13D/A relates to Common Stock of the Issuer purchased by the GP through the account of the Fund. The Fund may direct the vote and disposition of the 367,899 shares of Common Stock it holds directly. The GP serves as the investment adviser and general partner to the Fund and may direct the vote and disposition of the 367,899 shares of Common Stock held by the Fund. Clover serves as the general partner of the GP and may direct the GP to direct the vote and disposition of the 367,899 shares of Common Stock held by the Fund. As the manager of Clover, Mewhinney may direct the vote and disposition of the 367,899 shares of Common Stock held by the Fund.

Item 1. Security and Issuer

Securities acquired: Common Stock (the “Common Stock”).
Issuer:	Hampden Bancorp, Inc.
	19 Harrison Ave.
	Springfield, Massachusetts 01102

Item 2. Identity and Background

(a) This Schedule 13D/A is jointly filed by the Fund, the GP, Clover and Mr. Mewhinney. Because Mr. Mewhinney is the manager of Clover, which is the general partner of the GP (with Mr. Mewhinney, the Fund and Clover hereinafter referred to as the “Controlling Persons”), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all of the Common Stock held by the Fund. The Reporting Persons (as hereinafter defined) are filing this Schedule 13D/A jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

(b) The principal place of business for each of the Reporting Persons is 100 Crescent Court, Suite 575, Dallas, TX 75201.

(c) The principal occupation of Mr. Mewhinney is serving as the managing member of Clover. The principal business of Clover is acting as the general partner of the GP. The principal business of the GP is investment management. The principal business of the Fund is investing in securities.

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(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Fund, the GP and Clover are organized under the laws of the State of Texas. Mr. Mewhinney is a citizen of the United States of America.

Item 3. Source and Amount of Funds

As of October 17, 2012, the Fund had invested $4,675,005.73 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was the working capital of the Fund.

Item 4. Purpose of the Transaction

The Reporting Persons purchased the Common Stock for investment purposes.

Consistent with their investment purpose, the Reporting Persons have engaged and will continue to engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans. The Reporting Persons have discussed and will continue to discuss ideas that, if effectuated, may result in any of the following: a sale or transfer of a material amount of assets of the Issuer and/or changes in the board of directors or management of the Issuer.

The Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below, the results of such communications. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

On October 17, 2012, the Reporting Persons sent a letter to the Board (the “Board Letter”) regarding the operations of the Issuer. A copy of the Board Letter is attached hereto as Exhibit 2.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

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Item 5. Interest in Securities of the Issuer

(a) - (b) The Reporting Persons beneficially own 367,899 shares of Common Stock, which represents 6.2% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of October 17, 2012 as set forth in this Schedule 13D/A, by (ii) the 5,968,395, shares of Common Stock outstanding as of September 4, 2012, according to the Issuer’s Form 10-K filed with the Securities and Exchange Commission on September 18, 2012.

The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 367,899 shares of Common Stock and the power to dispose of the 367,899 shares of Common Stock held in the Fund. Clover, in its capacity as general partner of the GP and Mr. Mewhinney, as the managing member of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.

The filing of this Schedule 13D/A shall not be construed as admission that the GP, Clover, or Mr. Mewhinney is for the purposes of Section 13(d) or 13(g) of the Act the beneficial owner of any of the 367,899 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the GP, Clover, and Mr. Mewhinney disclaim all such beneficial ownership.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable.

Item 7. Material to be Filed as Exhibits

Exhibit 1 Joint Filing Agreement by and among the Reporting Persons.

Exhibit 2 Board Letter

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Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 17, 2012

MHC Mutual Conversion Fund, L.P.
By:	Clover Partners, L.P.

By: Clover Investments, L.L.C., general partner

By:	/s/ John Guerry
Name:	John Guerry
Title:	Principal

Clover Partners, L.P.
By:	Clover Investments, L.L.C., general partner

By:	/s/ John Guerry
Name:	John Guerry
Title:	Principal

Clover Investments, L.L.C.
By:	/s/ John Guerry
Name:	John Guerry
Title:	Principal

/s/ Michael C. Mewhinney

Michael C. Mewhinney

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EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A (including any and all amendments thereto) with respect to the Common Stock, of Hampden Bancorp, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D/A and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 17, 2012.

MHC Mutual Conversion Fund, L.P.
By:	Clover Partners, L.P.
	By:	Clover Investments, L.L.C., general partner
		By:	/s/ John Guerry
		Name: John Guerry
		Title: Principal

Clover Partners, L.P.
	By:	Clover Investments, L.L.C., general partner
		By:	/s/ John Guerry
		Name: John Guerry
		Title: Principal

Clover Investments, L.L.C.
By:	/s/ John Guerry
Name:	John Guerry
Title:	Principal

/s/ Michael C. Mewhinney

Michael C. Mewhinney

EX-99.2

Exhibit 2

LETTER TO BOARD OF DIRECTORS OF HAMDEN BANCORP, INC.

Dear Board of Directors of Hampden Bancorp,

After much research, we believe it is in the best interest of Hampden shareholders to sell the bank to a strategic buyer. With approximately 6.2% of the bank’s outstanding shares, I am writing to explain our reasoning and to initiate what I hope will be a constructive dialogue between the board of directors and shareholders. ⁱ

For the past five years, shareholders have patiently waited for management to deliver on a growth plan that has failed to gain any traction. Meanwhile, the bank’s share price has delivered an annualized return of 1.4% from the closing price on the first day of trading. It is our understanding that management plans to embark on yet another iteration of these strategic growth plans. I strongly believe that there is little chance of this plan working and that it could seriously compromise what we believe to be shareholders’ final opportunity to realize a return by selling the bank.

Hampden has a history of vastly underperforming its peers by almost any operational metric. ⁱⁱ The return on average assets as well as the return on average equity have consistently failed to match that of your peer group. While the efficiency ratio has improved in recent years, it still remains very high, and we see little reason to believe it will meaningfully decrease from here. Finally, the bank’s net interest margin, which historically showed the best relative performance, has recently begun to contract. Please see the charts below:

Source: SNL Financial

Source: SNL Financial

Source: SNL Financial

Source: SNL Financial

Beyond the operational deficiencies, our research shows that the greater Springfield market is mature and does not have the demographic trends that would support a growth initiative. By management’s own admission, the market is growing in the low single digits. The chart below shows the employment level for the Springfield market, which is currently at decade lows. This anemic growth rate is further complicated by the level of competition from other banks in the area.

Source: U.S. Bureau of Labor Statistics

Based on our previous conversations with management, we see no plausible way for the operational metrics to drastically improve in the near term. By our estimate, Hampden’s cost of capital is in the range of 9%-11%, and under the most favorable of circumstances, we see no way for Hampden’s return on equity to meet even the lower end of that range over the next few years. Finance theory would suggest that until you earn your cost of capital, the shares will not trade at a premium to tangible book value. Empirical evidence corroborates this theory. Thus, we believe the upside for the shares is quite limited if alternatives to staying independent are not explored.

There is no question in our minds that the Springfield market is in great need of consolidation. Therein lies the opportunity for Hampden’s shareholders. Many of the larger competitors trade at considerably higher multiples of tangible book value than Hampden. They can utilize this currency in an acquisition and pay a substantive premium to the share price. According to our research, we conservatively estimate that a strategic buyer would pay somewhere in the range of 1.3x-1.4x tangible book value, resulting in a premium for shareholders of 45%-55%. Relative to the return the share price has delivered over the past five and a half years, we believe most of the shareholders would consider this a homerun.

Despite the languishing stock price, senior management’s compensation has done nothing but go up. To be sure, the CEO’s and COO’s salaries have increased 101% and 88%, respectively, over the past five years (see the chart below). Clearly, management’s compensation is in no way tied to shareholder return. While we are quite aware the job market is less than vibrant in Springfield, you have a fiduciary duty to shareholders, and job preservation for senior management at the expense of shareholder returns is not consistent with fulfilling that duty.

Source: SNL Financial

Source: SNL Financial

Beyond just logging another failed growth initiative, we see far greater risk posed to shareholder value by remaining independent. There are a limited number of strategic buyers in the region, and we have already seen signs of nascent M&A activity. At some point, the likely strategic buyers will consummate transactions with other banks, and upon reaching a certain asset size or concentration level, their willingness to pay a meaningful premium for Hampden could be greatly compromised. It is quite reasonable to believe that an acquisition premium 18 months from now will be less than the premium today.

We have the utmost conviction in the aforementioned points. The share price and operational metrics are purely data driven and not open to interpretation. What this data shows is a flat stock price along with an underperforming bank and management’s salary going up by 100% over the same time period. Public companies do not exist to serve the interests of boards of directors and senior management teams. As a board member, you are charged with ensuring management teams are good stewards of shareholder capital and appropriately incentivized to deliver shareholder value. We are hopeful that this message resonates with you and that Hampden will finally deliver a return to their shareholders. If this message does not compel you to act, we will likely seek board representation. I look forward to hearing back from you and seeing you at the annual meeting next month.

Sincerely,

Johnny Guerry

Principal and Portfolio Manager, Clover Partners L.P.

ⁱ  Please note that many of our projections and estimates included in this letter are subject to uncertainties and other changes to market conditions. In addition, we do not have access to material non-public information regarding Hampden’s business or future plans. Our views and analyses are solely based on publicly available information. Any discussions herein regarding our investment strategy with respect to our holdings in Hampden represents our current intentions only. Depending upon conditions and trends in the securities markets and the economy in general, we may pursue a different strategy that we determine to be in the best interests of our clients.

This letter contains estimates and “forward looking statements” based on publicly available information. Any statements about our estimates, expectations, beliefs, plans, objectives, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “estimate,” “projects,” “expects,” “we believe,” and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. The actual results could differ materially from those anticipated in such estimates or forward-looking statements as a result of many different factors. Our projections contained in this letter are only estimates of future results and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements.

ⁱⁱ  For the purpose of our analysis the peer group (listed by ticker symbol) used for comparison includes: BRKL, ORIT, CBNK, UBNK, NWBI, BHLB, PBCT, ESSA and WFD.

Annex A

Except as set forth below, there have been no transactions in the Common Stock by the Reporting Persons or, to the knowledge of the Reporting Persons, by any of the other persons named in Item 2 during the past sixty days.

During the past sixty days, the Reporting Persons effected the following purchases and sales of shares of Common Stock in open market transactions:

Trade Date	Settle Date	Amount	Unit Price
8/16/2012	8/21/2012	175,000	2,192,750
9/6/2012	9/11/2012	3,445	44,014.70