**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):May 17,
      2007








**United
      Financial Bancorp, Inc.**


(Exact
      name of registrant as specified in its charter)








United
                States
            000-51369
            83-0395247(State
                or other jurisdiction
            (Commission
                File No.)
            (I.R.S.
                Employerof
                incorporation)
            
            Identification
                No.)95
                Elm StreetWest
                Springfield, Massachusetts
            01089(Address
                of principal executive office)
            (Zip
                code)





Registrant’s
      telephone number, including area code: (413) 787-1700











Not
      Applicable


(Former
      name or former address, if changed since last report)





Check
      the
      appropriate box below if the Form 8-K is intended to simultaneously satisfy
      the
      filing obligation of the registrant under any of the following
      provisions:


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
      8.01  
Other
      Events.**








On
      May 17, 2007, the Board of Directors
      of United Financial Bancorp, Inc. (the “Registrant”) and the Board of Directors
      of United Mutual Holding Company (the “MHC”) adopted a Plan of Conversion and
      Reorganization to convert the MHC to a capital stock corporation (the
      "Conversion"). The MHC owns approximately 53.8% of the outstanding common stock
      of the Registrant, which in turn owns 100% of the issued and outstanding shares
      of capital stock of United Bank, a federal savings bank (the “Bank”). Upon
      consummation of the Conversion, the MHC will cease to exist and its shares
      of
      the Registrant's stock will be cancelled. Existing shares of the Registrant's
      common stock held by public stockholders will be exchanged for shares of a
      new
      successor holding company for the Bank, pursuant to an exchange ratio that
      has
      yet to be determined and will be based on an independent appraisal. In
      connection with the Conversion, shares of common stock of the new successor
      holding company, representing the ownership interest of the MHC in the
      Registrant, will be offered for sale to depositors of the Bank and to the
      public.





A
      copy of
      the press release, dated May 21, 2007, giving details associated with the
      Conversion is attached as Exhibit 99.1 to this report.





**Item
      9.01.**   **Financial
      Statements and Exhibits.**





(a)
            Not
                Applicable.





(b)
            Not
                Applicable.





(c)
            Exhibits.





Exhibit
                No.
            Description99.1
            Press
                release dated May 21, 2007






































**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.





**UNITED
                FINANCIAL BANCORP, INC.**DATE:
            May
                23, 2007
            
            By:
            /s/
                Richard B. CollinsRichard
                B. CollinsPresident
                and Chief Executive Officer