8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 7, 2011

Hampden Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33144	20-571454
(State or other	(Commission	(IRS Employer
jurisdiction of incorporation)	File Number)	Identification No.)

19 Harrison Avenue, Springfield, Massachusetts 01102

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:  (413) 736-1812

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On June 7, 2011, the Board of Directors of Hampden Bancorp, Inc. (the “Board”) adopted by resolution an amendment to the Amended and Restated Bylaws of the Corporation (the “Bylaws”), to revise the frequency of election and term of the Chairman of the Board from two to three years.  A copy of the text of the amendment to the Bylaws, adopted by the Board on, and effective as of, June 7, 2011, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the preceding amendment to the Bylaws, the Corporation’s current Chairman of the Board, Stuart F. Young, who has been serving as the Chairman for the previous four years, was appointed and ratified to serve as Chairman for an additional two years, with such term as Chairman expiring at the Corporation’s annual meeting of stockholders in 2013.

(b) Not applicable.

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Item 9.01.   Financial Statements and Exhibits.

(d)         The following exhibits are filed with this report:

Exhibit Number	Description
3.1	Text of Amendment to Amended and Restated Bylaws of Hampden Bancorp, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hampden Bancorp, Inc.
	(Registrant)
Date: June 9, 2011	By:	/s/ Thomas R. Burton
		Thomas R. Burton
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Text of Amendment to Amended and Restated Bylaws of Hampden Bancorp, Inc.

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EX-3.1

Exhibit 3.1

Amendment to Amended and Restated Bylaws, as Amended

ARTICLE II - BOARD OF DIRECTORS

Section 1.General Powers, Number, Term of Office and Limitations.

The business and affairs of the Corporation shall be under the direction of its Board of Directors. The number of Directors who shall constitute the Whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of such designation shall be thirteen (13). The Board of Directors shall bi-annually elect a Chairman of the Board once every three years from among its members who shall, when present, preside at its meetings. Any director elected as Chairman of the Board shall not serve more than two full three-year terms as Chairman of the Board. The Chairman of the Board may not be a current officer or employee of the Company or any of its subsidiaries.

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