As filed with the Securities and Exchange Commission on July 24, 2009
                                                           Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Salisbury Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

                   Connecticut                    06-1514263
          (State or other jurisdiction of      (I.R.S. Employer
         incorporation or organization)        Identification No.)

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

                                5 Bissell Street
                          Lakeville, Connecticut 06039
                  (860) 435-9801 (Address, including zip code,
                              and telephone number,
            including area code, of registrant's principal executive
                                    offices)

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

                             Richard J. Cantele, Jr.
                       President & Chief Executive Officer
                             Salisbury Bancorp, Inc.
                                5 Bissell Street
                          Lakeville, Connecticut 06039
                                 (860) 435-9801
       (Name, address, including Zip code, and telephone number, including
                   area code, of agent for service)

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

                                    Copy to:

                              Thomas A. Klee, Esq.
                          Cranmore, FitzGerald & Meaney
                             49 Wethersfield Avenue
                           Hartford, Connecticut 06114
                                 (860) 522-9100

    From time to time after the effective date of this Registration Statement
        (Approximate date of commencement of proposed sale to the public)

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

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [_]

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [_]

         If this  form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [_] _______



         If  this  Form  is  a  registration   statement   pursuant  to  General
Instruction  I.D.  or a  post-effective  amendment  thereto  that  shall  become
effective  upon filing  with the  Commission  pursuant to Rule 462(c)  under the
Securities Act, check the following box. [_] ________

         If this Form is a post-effective  amendment to a registration statement
filed  pursuant  to  General  Instruction  I.D.  filed  to  register  additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]

         Indicate by check mark whether the  registrant  is a large  accelerated
filer, an accelerated  filer, a  non-accelerated  filer, or a smaller  reporting
company.  See the definitions of "large accelerated filer,"  "accelerated filer"
and "smaller reporting company' in Rule 12b-2 of the Exchange Act. (Check one):

         Large accelerated filer [ ]      Accelerated filer [ ]
         Non-accelerated filer [ ]        Smaller reporting company [X]

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



                                       CALCULATION OF REGISTRATION FEE

===========================================================================================================
                                                          Proposed          Proposed
                                            Amount        Maximum            Maximum
        Title of Securities                 to be      Offering Price       Aggregate         Amount of
          to be Registered                Registered      per Unit       Offering Price   Registration Fee
-----------------------------------------------------------------------------------------------------------
                                                                                   
Fixed Rate Cumulative Preferred Stock,     8,816(1)     $1,000.00(3)    $ 8,816,000.00(3)      $491.94
Series A, par value $0.01 per share

Warrant to Purchase Common Stock, par     57,671(2)     $   22.93(4)    $ 1,322,396.00(4)      $ 73.79
value $0.10 per share, and underlying
shares of Common Stock issuable upon
exercise of Warrant

Total                                                                   $10,138,396.00         $565.73
===========================================================================================================


(1)   Pursuant to Rule 416(a),  includes  such  additional  shares of Fixed Rate
      Cumulative  Preferred  Stock,  Series  A,  of a  currently  indeterminable
      amount,  as may be issued from time to time to prevent dilution  resulting
      from stock splits,  stock dividends or similar transactions as provided in
      the Certificate of  Designations  of the Fixed Rate  Cumulative  Preferred
      Stock, Series A.
(2)   Pursuant to Rule 416(a),  includes such additional shares of Common Stock,
      of a currently  indeterminable  amount, as may be issued from time to time
      to prevent  dilution  resulting  from stock  splits,  stock  dividends  or
      similar transactions as provided in the warrant to Purchase Common Stock.
(3)   Pursuant to Rule 457(a)  under the  Securities  Act of 1933,  based on the
      amount  received  upon  the  initial  sale of the  Fixed  Rate  Cumulative
      Preferred Stock, Series A.
(4)   Pursuant to Rule 457(i) under the Securities Act of 1933, based on the per
      share exercise price of the Warrant to Purchase Common Stock.
--------------------------------------------------------------------------------
================================================================================

The Registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



The  information  in this  prospectus  is not  complete  and may be  changed  or
supplemented.  The securities  described in this prospectus cannot be sold until
the registration statement that we have filed to cover the securities has become
effective  under the  rules of the  Securities  and  Exchange  Commission.  This
prospectus is not an offer to sell these securities, and it is not soliciting an
offer to buy these  securities  in any  state  where  such  offer or sale is not
permitted.

                   SUBJECT TO COMPLETION, DATED JULY 24, 2009

PROSPECTUS

                             SALISBURY BANCORP, INC.

   8,816 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A,
                            par value $.01 per share

   Warrant to Purchase 57,671 Shares of Common Stock, par value $.10 per share

             57,671 Shares of Common Stock, par value $.10 per share

         This  prospectus  relates to (1) possible  resales from time to time by
selling  securityholders  of some or all of (a) the 8,816 outstanding Fixed Rate
Cumulative  Perpetual  Preferred Stock,  Series A, par value $.01 per share (the
"Series A Preferred  Stock"),  of  Salisbury  Bancorp,  Inc.  (b) a warrant (the
"Warrant") to purchase  57,671 shares of Common Stock,  par value $.10 per share
(the  "Common  Stock"),  of  Salisbury  Bancorp,  Inc.,  for cash at an  initial
exercise price of $22.93 per share of Common Stock, and (c) any shares of Common
Stock  issued upon  exercise  of the  Warrant and (2) any  issuance of shares of
Common  Stock upon  exercise of the Warrant if such  issuance is not exempt from
the  registration  requirements  of the  Securities Act of 1933, as amended (the
"Securities Act"). In this prospectus, we refer to the Series A Preferred Stock,
the  Warrant  and  the  Common  Stock  issued  upon  exercise  of  the  Warrant,
collectively,  as the  Securities.  The Series A Preferred Stock and the Warrant
were  originally  issued by us pursuant to the Letter  Agreement dated March 13,
2009 and the related Securities Purchase Agreement - Standard Terms,  between us
and the  United  States  Department  of the  Treasury,  which we refer to as the
initial selling  securityholder,  in a transaction  exempt from the registration
requirements of the Securities Act.

         In this prospectus,  we refer to the initial selling securityholder and
its  successors,  including  transferees,  as the selling  securityholders.  The
selling  securityholders may offer the Securities from time to time, directly or
through  underwriters,  broker-dealers  or agents  and in one or more  public or
private  transactions and at fixed prices,  prevailing  market prices, at prices
related to prevailing  market prices or at negotiated  prices. If the Securities
are  sold  through   underwriters,   broker-dealers   or  agents,   the  selling
securityholders will be responsible for underwriting discounts or commissions or
agents' commissions.

         We will not receive any proceeds  from the sales of  Securities  by the
selling securityholders.

         The Series A Preferred  Stock is not listed on any securities  exchange
or included in any automated  quotation  system,  and,  unless  requested by the
initial selling securityholder,  we do not intend to list the Series A Preferred
Stock on any exchange.

         Our Common Stock is traded on the NYSE AMEX under the symbol  "SAL." On
July 22,  2009,  the last sale of our Common  Stock as reported on the NYSE AMEX
was $24.96 per share.



            Our  principal  executive  offices are located at 5 Bissell  Street,
Lakeville, Connecticut 06039, and our telephone number is (860) 435-9801.

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

YOU SHOULD  CONSIDER  CAREFULLY  THE RISK FACTORS  REFERRED TO ON PAGE 6 OF THIS
PROSPECTUS  AND SET FORTH IN THE  DOCUMENTS  INCORPORATED  BY  REFERENCE  BEFORE
PURCHASING ANY OF THESE SECURITIES.

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

NONE OF THE SECURITIES AND EXCHANGE  COMMISSION,  THE FEDERAL DEPOSIT  INSURNACE
COMMISSION (THE "FDIC"), THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR
ANY STATE SECURITIES  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATIONS
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS,  DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.

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

                         Prospectus dated July __, 2009


                                       2



                                TABLE OF CONTENTS

                                   PROSPECTUS

                                                                          Page
                                                                         ------



About this Prospectus                                                        4

About Salisbury Bancorp, Inc.                                                5

Forward-Looking Statements                                                   5

Risk Factors                                                                 6

Where You Can Find More Information                                         11

Incorporation By Reference                                                  12

About This Offering                                                         13

Determination of Offering Price                                             13

Use of Proceeds                                                             13

Description of Series A Preferred Stock                                     14

Description of Warrant to Purchase Common Stock                             19

Description of Common Stock                                                 21

Selling Securityholders                                                     23

Plan of Distribution                                                        23

Legal Matters                                                               25

Experts                                                                     25


                                       3


                              ABOUT THIS PROSPECTUS

         This  prospectus is a part of a  registration  statement  that we filed
with the  Securities  and Exchange  Commission  (the "SEC")  utilizing a "shelf"
registration  process.  Under  this  shelf  registration  process,  the  selling
securityholders  may, from time to time,  sell any combination of the securities
described in this prospectus in one or more offerings.

         The registration  statement  containing this prospectus,  including the
exhibits to the registration statement, provides additional information about us
and the securities  offered under this prospectus.  The registration  statement,
including the exhibits and the documents  incorporated herein by reference,  can
be read on the SEC  website or at the SEC  offices  mentioned  under the heading
"Where You Can Find More Information."

         We may provide a prospectus  supplement containing specific information
about the terms of a  particular  offering by the selling  securityholders.  The
prospectus  supplement may add, update or change information in this prospectus.
If  the  information  in  the  prospectus  is  inconsistent  with  a  prospectus
supplement,  you should rely on the information in that  prospectus  supplement.
You  should  read  both this  prospectus  and,  if  applicable,  any  prospectus
supplement. See "Where You Can Find More Information" for more information.

         We have not authorized any dealer, salesman or other person to give any
information  or to  make  any  representation  other  than  those  contained  or
incorporated by reference in this prospectus or any prospectus  supplement.  You
must  not  rely  upon  any  information  or  representation   not  contained  or
incorporated by reference in this prospectus or any prospectus supplement.  This
prospectus and any  prospectus  supplement do not constitute an offer to sell or
the  solicitation  of an offer to buy any  securities  other than the registered
securities  to which they  relate,  nor do this  prospectus  and any  prospectus
supplement  constitute an offer to sell or the  solicitation  of an offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or  solicitation  in such  jurisdiction.  You should  not assume  that the
information  contained  in  this  prospectus  or any  prospectus  supplement  is
accurate  on any date  subsequent  to the date  set  forth on the  front of such
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference,  even
though this prospectus and any prospectus  supplement is delivered or securities
are sold on a later date.

         Unless  otherwise  stated  or  the  context  otherwise  requires,   all
references to "Salisbury  Bancorp,  Inc.," "the Company,"  "we," "our," "us" and
similar terms refer to Salisbury Bancorp, Inc. and its consolidated  subsidiary,
except  that  such  terms  refer to only  Salisbury  Bancorp,  Inc.  and not its
consolidated  subsidiary  in the  sections  entitled  "Description  of  Series A
Preferred  Stock,"  "Description  of  Warrant  to  Purchase  Common  Stock"  and
"Description of Common Stock."

         Unless otherwise indicated,  currency amounts in this prospectus and in
any applicable prospectus supplement are stated in U.S. dollars.

                                       4


                          ABOUT SALISBURY BANCORP, INC.

         Salisbury Bancorp,  Inc. is a registered bank holding company under the
Bank Holding Company Act of 1956, as amended.  Its primary activity is to act as
the  holding  company  for its sole  subsidiary,  the  Salisbury  Bank and Trust
Company (the "Bank"),  which accounts for most of the Company's net income.  The
Bank is chartered as a state bank and trust company by the State of Connecticut,
and its deposits are insured by the Federal Deposit  Insurance  Corporation (the
"FDIC") in accordance with the Federal Deposit Insurance Act.

                           FORWARD-LOOKING STATEMENTS

         This prospectus and the documents incorporated herein by reference,  as
well as other filings,  reports and press releases made or issued by the Company
and the Bank, and oral statements made by executive  officers of the Company and
Bank, may include forward-looking statements relating to such matters as:

            o  Assumptions  concerning  future economic and business  conditions
               and their  effect on the economy in general and on the markets in
               which the Company and the Bank do business, and

            o  Expectations for increased  revenues and earnings for the Company
               and Bank through growth resulting from  acquisitions,  attraction
               of new deposit and loan  customers  and the  introduction  of new
               products and services.

         Such  forward-looking  statements are based on assumptions  rather than
historical or current facts and, therefore, are inherently uncertain and subject
to risk.  For those  statements,  the Company  claims the protection of the safe
harbor  for  forward-looking  statements  contained  in the  Private  Securities
Litigation Act of 1995.


                                       5


                                  RISK FACTORS

         An investment in our securities involves  significant risks. You should
carefully consider the risks and uncertainties and the risk factors set forth in
this  prospectus  and the  documents  and  reports  filed  with the SEC that are
incorporated by reference into this  prospectus,  as well as any risks described
in any applicable prospectus supplement,  before you make an investment decision
regarding the securities. Additional risks and uncertainties not presently known
to us or  that we  currently  deem  immaterial  may  also  affect  our  business
operations.

         In addition to the other information contained in this prospectus,  the
following  risks may  affect  the  Company.  If any of these  risks  occur,  the
Company's  business,  financial condition operating results and cash flows could
be  adversely  affected.  The  Company's  business  and  financial  condition is
directly  affected by the Bank's business and financial  condition and, thus, is
subject to certain risks of the Bank.

Changes in economic conditions could materially  negatively impact the Company's
business

         The  business  of the  Company  and the Bank are  directly  affected by
factors  such as  economic,  political  and market  conditions,  broad trends in
industry  and  finance,   legislative   and  regulatory   changes,   changes  in
governmental monetary and fiscal policies and inflation, all of which are beyond
the Company's control. The Bank is particularly  affected by economic conditions
in Litchfield County, Connecticut, Berkshire County, Massachusetts, and Columbia
and Dutchess  Counties in New York.  Deterioration in economic  conditions could
result in the following consequences, any of which could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flows:

            o  Problem assets and foreclosures may increase;
            o  Demand for the Bank's products and services may decline;
            o  Low cost or non-interest bearing deposits may decrease; and
            o  Collateral  for loans made by the Bank,  especially  real estate,
               may  decline  in value,  in turn  reducing  customers'  borrowing
               power, and reducing the value of assets and collateral associated
               with the Bank's existing loans.

         In view of the geographic  concentration  of the Bank's  operations and
the  collateral  securing  the  Bank's  loan  portfolio,   the  Company  may  be
particularly  susceptible to the adverse  effects of any of these  consequences,
any of which could have a material  adverse  effect on the  Company's  business,
financial condition, results of operations and cash flows.

The Company is dependent on key  personnel  and the loss of one or more of those
key personnel may materially and adversely affect the Company's prospects

         Competition  for  qualified  employees  and  personnel  in the  banking
industry is intense and there are a limited  number of  qualified  persons  with
knowledge of, and experience in, the banking industry within the communities the
Bank serves.  The  Company's  and the Bank's  success  depends to a  significant
degree  upon the  ability  to  attract  and retain  qualified  management,  loan
origination, finance, administrative, marketing and technical personnel and upon
the  continued  contributions  of  management  and  personnel.  The  loss of the
services of the senior executive management team members or other key executives
could  have a  material  adverse  effect on the  Company's  business,  financial
condition, results of operations and cash flows.

The Bank's business is subject to interest rate risk

                                       6


         A  substantial  portion of the  Company's  income is  derived  from the
differential or "spread" between the Bank's interest earned on loans, securities
and other interest earning assets, and interest paid on deposits, borrowings and
other interest bearing liabilities. Because of the differences in the maturities
and repricing  characteristics  of interest  earning assets and interest bearing
liabilities,  changes in  interest  rates do not produce  equivalent  changes in
interest income earned on interest  earning assets and interest paid on interest
bearing liabilities. Accordingly, fluctuations in interest rates could adversely
affect the interest rate spread and, in turn,  the Company's  profitability.  In
addition, loan origination volumes are affected by market interest rates. Rising
interest rates generally are associated with a lower volume of loan originations
while lower interest rates are usually associated with higher loan originations.
Conversely,  in rising  interest rate  environments,  loan  repayment  rates may
decline and in falling  interest rate  environments,  loan  repayment  rates may
increase. Falling interest rate environments may cause additional refinancing of
commercial  real estate and 1-4 family  residence  loans,  which may depress the
Company's  loan  volumes or cause rates on loans to  decline.  In  addition,  an
increase in the general  level of  short-term  interest  rates on variable  rate
loans may adversely affect the ability of certain  borrowers to pay the interest
on and principal of their  obligations or reduce the amount they wish to borrow.
Retention  of  existing  deposit  customers  and the  attraction  of new deposit
customers may require the Company to increase rates it pays on deposit accounts.
Changes in levels of market interest rates could materially and adversely affect
net interest spread, asset quality, loan origination volume, business, financial
condition, results of operations and cash flows.

Certain types of loans have a higher degree of risk

         A  downturn  in the  Company's  real  estate  markets  could  hurt  the
Company's  business because most of the Bank's loans are secured by real estate.
Real estate values and real estate markets are generally  affected by changes in
national, regional or local economic conditions,  fluctuations in interest rates
and the availability of loans to potential  purchasers,  changes in tax laws and
other  governmental  statutes,  regulations and policies and acts of nature.  As
real estate prices  decline,  the value of real estate  collateral  securing the
Bank's loans is reduced.  The Bank's  ability to recover on  defaulted  loans by
foreclosing and selling the real estate collateral is diminished and the Company
is more likely to suffer  losses on defaulted  loans.  If there is a significant
decline in real  estate  values,  especially  in the  Bank's  market  area,  the
collateral  for the Bank's loans will provide less  security.  Any such downturn
could  have a  material  adverse  effect on the  Company's  business,  financial
condition, results of operations and cash flows.

The ability to attract deposits may affect the Bank's growth

         The Company's  ability to increase its assets  depends in large part on
the Bank's ability to attract  additional  deposits at favorable rates. The Bank
anticipates  seeking  additional  deposits by offering deposit products that are
competitive  with those offered by other  financial  institutions  in the Bank's
markets and by establishing  personal  relationships  with the Bank's customers.
The Bank's inability to attract  additional  deposits at competitive rates could
have a material effect on the Company's business,  financial condition,  results
of operations and cash flows.

                                       7


The Bank's  allowance  for loan and lease  losses is an estimate  and may not be
adequate to cover all future actual losses

         A source of risk  arises  from the  possibility  that  losses  could be
sustained because borrowers, guarantors, and related parties may fail to perform
in accordance  with the terms of their loans and leases.  The  underwriting  and
credit  monitoring  policies and procedures that the Bank has adopted to address
this risk may not prevent  unexpected  losses that could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash  flows.  Unexpected  losses may arise from a wide  variety of  specific  or
systemic  factors,  many of which are  beyond the  Bank's  ability  to  predict,
influence or control.

         Like all banking institutions, the Bank maintains an allowance for loan
and lease losses to provide for loan and lease defaults and non-performance. The
allowance for loan and lease losses reflects the Bank's estimate of the probable
losses in the Bank's loan and lease  portfolio  at the  relevant  balance  sheet
date.  The  Bank's  allowance  for  loan  and  lease  losses  is  based on prior
experience,  as  well  as an  evaluation  of the  known  risks  in  the  current
portfolio,  composition  and growth of the loan and lease portfolio and economic
factors.  The  determination  of an  appropriate  level of loan and  lease  loss
allowance  is  an  inherently   difficult  process  and  is  based  on  numerous
assumptions.  The amount of future losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that may be
beyond the Bank's control and these losses may exceed current estimates. Federal
and state regulatory agencies, as an integral part of their examination process,
review the Bank's loans and leases and allowance for loan and lease losses.

The Bank relies on communications,  information, operating and financial control
systems technology from third-party  service  providers.  The Bank may suffer an
interruption  in those  systems that may result in lost  business and may not be
able to  obtain  substitute  providers  on  terms  that  are as  favorable  if a
relationship with an existing service provider is interrupted

         The Bank relies on certain  third-party  service  providers for much of
the Bank's communications,  information, operating and financial control systems
technology.  Any failure or  interruption or breach in security of these systems
could result in failures or  interruptions  in the Bank's customer  relationship
management,  general ledger, deposit, servicing and/or loan origination systems.
The Bank cannot be certain that such  failures or  interruptions  will not occur
or, if they do occur, that they will be adequately  addressed by the Bank or the
third  parties on which the Bank  relies.  The  occurrence  of any  failures  or
interruptions  could have a  material  adverse  effect on the  Bank's  business,
financial condition,  results of operations and cash flows. If any of the Bank's
third-party service providers experience financial, operational or technological
difficulties,  or if there is any other  disruption in the Bank's  relationships
with  them,  the Bank may be  required  to locate  alternative  sources  of such
services,  and the Bank may not be able to negotiate terms that are as favorable
to the Bank,  or obtain  services  with  similar  functionality  as found in the
Bank's existing systems without the need to expend substantial resources,  if at
all.  Any of these  circumstances  could have a material  adverse  effect on the
Company's business, financial condition, results of operations and cash flows.

The Bank faces strong  competition  from financial  service  companies and other
companies that offer banking services

         Increased competition in the Bank's markets may result in reduced loans
and  deposits.  Ultimately,  the  Bank may not be able to  compete  successfully
against  current  and future  competitors.  Many  competitors  offer the banking
services that the Bank offers in its service areas.  These  competitors  include
national banks,  regional banks and other community  banks.  The Bank also faces
competition from many other types of financial  institutions,  including savings
and loan associations,  finance

                                       8


companies,  brokerage firms, insurance companies,  credit unions, mortgage banks
and other  financial  intermediaries.  In  particular,  the  Bank's  competitors
include  several major financial  companies  whose greater  resources may afford
them a marketplace advantage by enabling them to maintain numerous locations and
mount extensive promotional and advertising campaigns.  Additionally,  banks and
other  financial   institutions   with  larger   capitalization   and  financial
intermediaries  not  subject to bank  regulatory  restrictions  may have  larger
lending  limits,  which  would  allow them to serve the  credit  needs of larger
customers.  Areas of competition  include interest rates for loans and deposits,
efforts to obtain loan and deposit  customers and a range in quality of products
and services provided,  including new  technology-driven  products and services.
Technological  innovation  continues to  contribute  to greater  competition  in
domestic and international  financial services markets as technological advances
enable  more  companies  to  provide  financial  services.  The Bank also  faces
competition from out-of-state financial  intermediaries that solicit deposits in
the Bank's  market  areas.  If the Bank is unable to attract and retain  banking
customers,  it may be unable to continue the Bank's loan and deposit  growth and
the Company's  business,  financial  condition,  results of operations  and cash
flows may be adversely affected.

The Company and the Bank are subject to extensive government regulation

         The  operations  of the Company  and the Bank are subject to  extensive
regulation by federal, state and local governmental  authorities and are subject
to various laws and judicial and administrative  decisions imposing requirements
and  restrictions  on part or all of the operations of the Company and the Bank.
Because  the  Company's  and  the  Bank's  business  is  highly  regulated,  the
applicable laws,  rules and regulations are subject to regular  modification and
change.  The Company cannot be certain that laws, rules and regulations will not
be adopted in the future  which could make  compliance  much more  difficult  or
expensive or otherwise  adversely  affect the Company's and the Bank's business,
financial condition, results of operations or cash flows.

The Bank may be exposed to risk of  environmental  liabilities  with  respect to
properties to which the Bank takes title

         In the course of the Bank's  business,  the Bank may foreclose and take
title to real estate that could  subject the Bank to  environmental  liabilities
with respect to these properties.

Customer information may be obtained and used fraudulently

         Risk of theft of customer information  resulting from security breaches
by third  parties  exposes the Bank to reputation  risk and  potential  monetary
loss.  The  Bank has  exposure  to  fraudulent  use of its  customers'  personal
information  resulting from its general business operations and through customer
use of financial instruments,  such as debit cards. If a breach in security does
occur and the financial data of customers is compromised, the Bank will react as
quickly as possible to protect  customer  accounts and limit potential losses to
the Bank.

Recent market volatility may impact the Company's  business and the value of its
common stock

         The Company's  business  performance and the trading price of shares of
its  common  stock  may  be  affected  by  many  factors   affecting   financial
institutions,  including  the recent  volatility  in the  credit,  mortgage  and
housing  markets,  the markets for securities  relating to mortgages or housing,
and the value of debt and  mortgage-backed and other securities that it holds in
its  investment  portfolio.  Government  action  and  legislation,  such  as the
Emergency  Economic  Stabilization  Act of 2008 and the  American  Recovery  and
Reinvestment  Act of 2009,  which is also  referred to as the Economic  Stimulus
Bill,  may also impact the Company and the value of its common stock.  Given the
unprecedented nature of this

                                       9


volatility,  the Company cannot predict what impact, if any, it will have on the
Company's business or share price.

The recent increase in FDIC deposit insurance  premiums will increase the Bank's
non-interest expense

         On December 16, 2008, the FDIC adopted a final rule,  which took effect
on January 1, 2009,  increasing the deposit  insurance  assessment rate by seven
cents per $100 of deposits. On February 27, 2009, the FDIC adopted another final
rule,  effective on April 1, 2009,  that,  among other  things,  changes how the
FDIC's assessment system differentiates for risk and makes corresponding changes
to assessment rates beginning with the second quarter of 2009. As a result,  the
Bank's base  assessment rate will increase.  In addition,  on June 30, 2009, the
FDIC imposed a special  assessment.  It is generally  anticipated  that the FDIC
regular assessment will continue at increased rates due to significant decreases
in the reserves of the FDIC's Deposit  Insurance  Fund and that another  special
assessment  charge may be necessary  later in 2009.  These  increases in deposit
insurance  premiums  will  result  in an  increase  in the  Bank's  non-interest
expense.






                                       10


                       WHERE YOU CAN FIND MORE INFORMATION

         We  are  subject  to the  information  requirements  of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act").  Accordingly,  we file
annual,  quarterly and current reports,  proxy statements and other  information
with the SEC and filed a registration statement on Form S-3 under the Securities
Act of  1933  relating  to the  securities  offered  by  this  prospectus.  This
prospectus, which forms part of the registration statement, does not contain all
of  the  information  included  in  the  registration  statement.   For  further
information, you should refer to the registration statement and its exhibits.

         You may read and copy the  registration  statement  and any document we
file  with the SEC at the SEC's  Public  Reference  Room at 100 F Street,  N.E.,
Washington,  D.C.  20549.  Please  call the SEC at  1-800-SEC-0330  for  further
information on the operation of the Public  Reference  Room. You can also review
our   filings   by   accessing   the   website   maintained   by   the   SEC  at
http://www.sec.gov.  The site contains reports, proxy and information statements
------------------
and other information  regarding issuers that file  electronically with the SEC.
In    addition    to   the    foregoing,    we    maintain    a    website    at
http://www.salisburybank.com.   Our  website   content  is  made  available  for
----------------------------
informational  purposes  only. It should  neither be relied upon for  investment
purposes nor is it incorporated by reference into this prospectus.

                           INCORPORATION BY REFERENCE

         The SEC allows us to  "incorporate  by reference"  information  that we
file with the SEC into this  prospectus,  which means we can disclose  important
information  to you  by  referring  you to  another  document.  The  information
incorporated  by reference is considered to be part of this  prospectus from the
date on which we file that document.  Any reports filed by us with the SEC after
the date of this  prospectus  and before the  termination of the offering of the
securities by means of this  prospectus  will  automatically  update and,  where
applicable,  supersede  information contained in this prospectus or incorporated
by reference  into this  prospectus.  We  incorporate by reference the following
documents:

         (a)      The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 2008;

         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 2009;

         (c)      The Company's Current Reports on Form 8-K filed on January 16,
                  2009,  March 11, 2009,  March 19, 2009,  March 20, 2009, March
                  27, 2009,  May 1, 2009,  May 27, 2009,  May 29, 2009,  June 5,
                  2009, July 8, 2009 and July 15, 2009;

         (d)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the  Exchange  Act since  December 31, 2008;
                  and

         (e)      The description of the Company's common stock contained in its
                  Form 10-SB, filed January 7, 2000, and any amendment or report
                  filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be part  thereof  from the  date of  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this registration  statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies

                                       11


or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

         You may  request a copy of these  filings,  at no cost,  by  writing or
calling us at the following address:

                             Salisbury Bancorp, Inc.
                                5 Bissell Street
                          Lakeville, Connecticut 06039
                                 (860) 435-9801
                        ATTN: Shelly Humeston, Secretary




                                       12


                               ABOUT THIS OFFERING

         This prospectus  relates to possible  resales of our Series A Preferred
Stock,  a Warrant to purchase  57,671 shares of our Common Stocks and any shares
of Common  Stock  issued  from time to time upon  exercise of the  Warrant.  The
Series A Preferred  Stock and the  Warrant  were issued on March 13, 2009 to the
United States  Department of Treasury for an aggregate  price of $8,816,000 in a
private  placement exempt from the  registration  requirements of the Securities
Act of 1933, as amended (the  "Securities  Act"). In connection with the private
placement and pursuant to a registration rights agreement, we agreed, subject to
certain limitations, to file this registration statement with the SEC and to use
our  reasonable  best  efforts to cause this  registration  statement  to become
effective as promptly as practicable after filing.  This prospectus also relates
to any issuance of shares of Common  Stock upon  exercise of the Warrant if such
issuance is not exempt from the registration requirements of the Securities Act.

                         DETERMINATION OF OFFERING PRICE

         This offering is being made solely to allow the selling securityholders
to offer and sell the securities to the public. The selling  securityholders may
offer for resale some or all of their securities at the time and price that they
choose.  On any given day,  the price per share of Common  Stock is likely to be
based on the market price for our Common Stock on the over-the-counter market.

                                 USE OF PROCEEDS

         This prospectus  relates to the securities that may be offered and sold
from time to time by the  selling  securityholders  who will  receive all of the
proceeds  from the sale of the  securities.  The Company will not receive any of
the proceeds from the sales of the  securities  by the selling  securityholders.
Most of the costs and  expenses  incurred in  connection  with the  registration
under the Securities Act of the offered  securities will be paid by the Company.
The selling  securityholders  will pay any brokerage fees and commissions,  fees
and  disbursements of legal counsel for the selling  securityholders,  and share
transfer and other taxes attributable to the sale of the offered securities.

         This  prospectus  also  relates to any  issuance  of Common  Stock upon
exercise  of the Warrant if such  issuance  is not exempt from the  registration
requirements  of the  Securities  Act. If the Warrant is exercised,  the Company
will receive $22.93 for each share of Common Stock issued upon exercise.  If the
Warrant were  exercised in full, we would receive an aggregate of $1,322,396 for
the Common  Stock  issued upon  exercise (or $661,198 if the number of shares of
Common Stock subject to the Warrant is reduced as described  under  "Description
of Warrant to Purchase  Common  Stock - Common Stock  Subject to the  Warrant)."
Because the Warrant is  exercisable  at any time on or before March 13, 2019, we
cannot  predict  if and when (if  ever) the  Warrant  may be  exercised,  but we
currently  expect that any proceeds we may receive upon any such exercise  would
be used for general corporate purposes.



                                       13


                     DESCRIPTION OF SERIES A PREFERRED STOCK

      The  following  is a  brief  description  of the  terms  of the  Series  A
Preferred Stock that may be resold by the selling securityholders.  This summary
does not purport to be complete in all respects.  This description is subject to
and qualified in its entirety by reference to our Certificate of  Incorporation,
as amended,  and the  Certificates  of  Amendment  with  respect to the Series A
Preferred  Stock,  copies  of which  have been  filed  with the SEC and are also
available upon request from us.

General

      We have the authority to issue up to 25,000 shares of Preferred Stock, par
value $.01 per share. Of such number of shares of Preferred Stock,  8,816 shares
have been designated as Series A Preferred  Stock, all of which shares of Series
A  Preferred  Stock  were  issued to the  initial  selling  securityholder  in a
transaction exempt from the registration requirements of the Securities Act. The
issued and  outstanding  shares of Series A Preferred  Stock are validly issued,
fully paid and nonassessable.

Dividends Payable

      Holders of the Series A Preferred Stock are entitled to receive if, as and
when  declared by our board of directors or a duly  authorized  committee of the
board, out of assets legally available for payment, cumulative cash dividends at
a rate per annum of 5% per share on a liquidation preference of $1,000 per share
with respect to each dividend period from March 13, 2009 to, but excluding,  May
15, 2014.  From and after May 15, 2014,  holders of the Series A Preferred Stock
are entitled to receive  cumulative cash dividends at a rate per annum of 9% per
share on a  liquidation  preference  of $1,000  per share  with  respect to each
dividend period thereafter.

      Dividends  are payable  quarterly in arrears on each  February 15, May 15,
August 15 and November 15, each a dividend  payment date,  starting with May 15,
2009. If any dividend payment date is not a business day, then the next business
day will be the applicable  dividend  payment date, and no additional  dividends
will accrue as a result of the applicable  postponement of the dividend  payment
date.  Dividends payable during any dividend period are computed on the basis of
a 360-day  year  consisting  of twelve  30-day  months.  Dividends  payable with
respect  to the  Series A  Preferred  Stock are  payable to holders of record of
Series A  Preferred  Stock  on the date  that is 15  calendar  days  immediately
preceding the applicable  dividend payment date or such other record date as the
board of directors or any duly authorized committee of the board determines,  so
long as such  record date is not more than 60 nor less than 10 days prior to the
applicable dividend payment date.

      If we determine not to pay any dividend or a full dividend with respect to
the Series A Preferred  Stock,  we are required to provide written notice to the
holders of Series A Preferred  Stock prior to the  applicable  dividend  payment
date.

      We are subject to various regulatory policies and requirements relating to
the payment of dividends,  including  requirements to maintain  adequate capital
above regulatory minimums. The Federal Reserve Board is authorized to determine,
under  certain  circumstances  relating  to the  financial  condition  of a bank
holding company, such as us, that the payment of dividends would be an unsafe or
unsound practice and to prohibit payment thereof. In addition, we are subject to
Connecticut state laws relating to the payment of dividends.


                                       14


Priority of Dividends

         With  respect to the  payment of  dividends  and the amounts to be paid
upon liquidation, the Series A Preferred Stock will rank:

                    o    Senior  to  our  Common  Stock  and  all  other  equity
                         securities designated as ranking junior to the Series A
                         Preferred Stock; and

                    o    At least  equally  with  all  other  equity  securities
                         designated  as  ranking  on a parity  with the Series A
                         Preferred Stock, or parity shares,  with respect to the
                         payment of dividends  and  distribution  of assets upon
                         any  liquidation,  dissolution  or  winding-up  of  the
                         Company.

         So long as any shares of Series A Preferred  Stock remain  outstanding,
unless all accrued and unpaid dividends for all prior dividend periods have been
paid or are contemporaneously  declared and paid in full, no dividend whatsoever
shall be paid or declared on the Common Stock or other junior shares, other than
a dividend payable solely in shares of Common Stock.  Similarly,  so long as any
shares of Series A Preferred Stock remain  outstanding,  we and our subsidiaries
may not  purchase,  redeem or  otherwise  acquire for  consideration  any of our
shares of Common  Stock or other  junior  shares  unless all  accrued and unpaid
dividends for all prior dividend periods have been paid or are contemporaneously
declared and paid in full, other than:

                o   Purchases,  redemptions or other  acquisitions of our Common
                    Stock  or  other  junior  shares  in  connection   with  the
                    administration of our employee benefit plans in the ordinary
                    course  of  business  and  consistent  with  past  practice,
                    including   purchases   pursuant  to  a  publicly  announced
                    repurchase  plan  up  to  the  increase  in  diluted  shares
                    outstanding resulting from the grant, vesting or exercise of
                    equity-based compensation;

                o   Purchases   or  other   acquisitions   by  a   broker-dealer
                    subsidiary  of  the  Company   solely  for  the  purpose  of
                    market-making,   stabilization   or  customer   facilitation
                    transactions  in  junior  shares  or  parity  shares  in the
                    ordinary course of its business;

                o   Purchases by a  broker-dealer  subsidiary  of the Company of
                    our capital shares for resale pursuant to an offering by the
                    Company  of  such  shares  that  is   underwritten  by  such
                    broker-dealer subsidiary;

                o   Any dividends or distributions of rights or junior shares in
                    connection  with  any  shareholders'   rights  plan  or  any
                    redemption  or  repurchases   of  rights   pursuant  to  any
                    shareholders' rights plan;

                o   Acquisition  by the  Company or any of its  subsidiaries  of
                    record  ownership of junior  shares or parity shares for the
                    beneficial  ownership  of any  other  person  who is not the
                    Company or a subsidiary of the Company, including as trustee
                    or custodian; and

                o   The  exchange  or  conversion  of junior  shares for or into
                    other  junior  shares or of parity  shares for or into other
                    parity  shares or junior  shares but only to the extent that
                    such acquisition is required pursuant to binding contractual
                    agreements  entered  into  before  March  13,  2009  or  any
                    subsequent   agreement   for   the   accelerated   exercise,
                    settlement or exchange thereof for Common Stock.

         Until such time as the initial selling securityholder ceases to own any
shares  of  Series A  Preferred  Stock,  if we  repurchase  shares  of  Series A
Preferred  Stock from a holder who is not the  initial

                                       15


selling  securityholder,  other  than  permitted  repurchases,  we must offer to
repurchase  a ratable  portion of the Series A Preferred  Stock then held by the
initial selling securityholder.

         On any dividend  payment date for which full dividends are not paid, or
declared and funds set aside  therefor,  on the Series A Preferred Stock and any
other parity shares, all dividends paid or declared for payment on that dividend
payment  date (or,  with  respect to parity  shares  with a  different  dividend
payment  date, on the  applicable  dividend  date  therefor  falling  within the
dividend  period  and  related  to the  dividend  payment  date for the Series A
Preferred  Stock),  with  respect to the Series A Preferred  Stock and any other
parity shares shall be declared ratably among the holders of any such shares who
have the right to receive dividends,  in proportion to the respective amounts of
the undeclared and unpaid dividends relating to the dividend period.

         Subject to the immediately preceding paragraph, such dividends (payable
in cash, securities or otherwise) as may be determined by our board of directors
(or a duly  authorized  committee  of the board) may be declared and paid on our
Common Stock and any other shares ranking junior to the Series A Preferred Stock
from time to time out of any funds legally  available for such payment,  and the
Series A  Preferred  Stock  shall not be  entitled  to  participate  in any such
dividend.

Redemption

         The  Certificate  of  Amendment  to the  Certificate  of  Incorporation
designating  the Series A Preferred  Stock  provides that the Series A Preferred
Stock  may  not be  redeemed  prior  to May 15,  2012  unless  we have  received
aggregate  gross  proceeds  from  one or more  qualified  equity  offerings  (as
described  below)  equal  to  $2,204,000,  which  equals  25% of  the  aggregate
liquidation  amount of the Series A Preferred Stock on the date of issuance.  In
such a case, we may redeem the Series A Preferred Stock, subject to the approval
of Federal Reserve Board,  in whole or in part, upon notice as described  below,
up to a maximum  amount equal to the aggregate net cash proceeds  received by us
from such qualified equity  offerings.  A "qualified  equity offering" is a sale
and  issuance  for  cash  by us,  to  persons  other  than  the  Company  or its
subsidiaries after March 13, 2009, of perpetual  preferred shares,  Common Stock
or a  combination  thereof,  that in each case  qualify as Tier 1 capital of the
Company  at the  time  of  issuance  under  the  applicable  risk-based  capital
guidelines of the Federal  Reserve Board (other than any such sales or issuances
made  pursuant  to  agreements  or  arrangements  entered  into,  or pursuant to
financing plans that were publicly announced, on or prior to October 13, 2008).

         The American  Recovery and  Reinvestment  Act of 2009 provides that the
Company,  subject to consultation  with the appropriate  Federal banking agency,
may redeem the Series A Preferred  Stock at any time  without  regard to whether
the  Company  has  replaced  the funds  received  upon the sales of the Series A
Preferred  Stock  from  any  other  source.  It  further  provides  that if such
redemption  occurs,  the  Treasury  shall  liquidate  the Warrant at the current
market price.

         After May 15, 2012, the Series A Preferred Stock may be redeemed at any
time, subject to the approval of the Federal Reserve Board, in whole or in part,
subject to notice as described below.

         In any redemption,  the redemption  price is an amount equal to the per
share  liquidation  amount plus accrued and unpaid dividends up to but excluding
the date of redemption.

         The Series A  Preferred  Stock  will not be  subject  to any  mandatory
redemption,  sinking fund or similar  provisions.  Holders of shares of Series A
Preferred  Stock have no right to require the  redemption  or  repurchase of the
Series A Preferred Stock.

                                       16


         If fewer than all of the outstanding shares of Series A Preferred Stock
are to be redeemed,  the shares to be redeemed will be selected  either pro rata
from the holders of record of shares of Series A Preferred  Stock in  proportion
to the number of shares  held by those  holders  or in such other  manner as our
board  of  directors  or a  committee  thereof  may  determine  to be  fair  and
equitable.

         We will mail notice of any  redemption  of shares of Series A Preferred
Stock by first class mail,  postage prepaid,  addressed to the holders of record
of the  Series  A  Preferred  Stock to be  redeemed  at  their  respective  last
addresses  appearing on our books. This mailing will be at least 30 days and not
more than 60 days  before the date fixed for  redemption.  Any notice  mailed or
otherwise given as described in this paragraph will be conclusively  presumed to
have been duly given, whether or not the holder receives the notice, and failure
duly to give the notice by mail or otherwise,  or any defect in the notice or in
the  mailing or  provision  of the  notice,  to any holder of shares of Series A
Preferred  Stock  designated for redemption  will not affect the validity of the
redemption  of any other  shares of Series A  Preferred  Stock.  Each  notice of
redemption will set forth the applicable  redemption date, the redemption price,
the place where the Series A Preferred  Stock is to be redeemed,  and the number
of shares of Series A  Preferred  Stock to be  redeemed  (and,  if less than all
shares of Series A Preferred Stock held by the applicable  holder, the number of
shares to be redeemed from the holder).

         Series A Preferred  Stock that is  redeemed,  repurchased  or otherwise
acquired by us will revert to authorized but unissued preferred shares.

Liquidation Rights

         In the event that we voluntarily or involuntarily  liquidate,  dissolve
or wind up our affairs,  holders of Series A Preferred Stock will be entitled to
receive an amount per share,  referred to as the total liquidation amount, equal
to the fixed  liquidation  preference of $1,000 per share,  plus any accrued and
unpaid dividends,  whether or not declared,  to the date of payment.  Holders of
the Series A Preferred  Stock will be entitled to receive the total  liquidation
amount out of our assets that are available for  distribution  to  shareholders,
after  payment or provision for payment of our debts and other  liabilities  but
before any  distribution of assets is made to holders of our Common Stock or any
other shares ranking, as to that distribution,  junior to the Series A Preferred
Stock.

         If our assets are not sufficient to pay the total liquidation amount in
full  to all  holders  of  Series  A  Preferred  Stock  and all  holders  of any
outstanding  parity  shares,  the  amounts  paid to the  holders of the Series A
Preferred Stock and other parity shares will be paid pro rata in accordance with
the  respective  total  liquidation  amount  for  those  holders.  If the  total
liquidation  amount per share of Series A Preferred  Stock has been paid in full
to all holders of Series A Preferred Stock and other parity shares,  the holders
of our Common Stock or any other shares ranking, as to such distribution, junior
to the Series A Preferred Stock will be entitled to receive all of our remaining
assets according to their respective rights and preferences.

         For  purposes of the  liquidation  rights,  neither the sale,  lease or
exchange (for cash, securities or other property) of all or substantially all of
our  assets,  nor the  consolidation  or  merger  by us with or into  any  other
corporation  or any other entity or by another  corporation  or any other entity
with or into us, will constitute a liquidation, dissolution or winding up of our
affairs.

Voting Rights

         Except as indicated below or otherwise  required by law, the holders of
the Series A Preferred Stock will not have any voting rights.

                                       17


         Election  of  Two  Directors  upon  Non-Payment  of  Dividends.  If the
dividends on the Series A Preferred Stock have not been paid for an aggregate of
six  quarterly  dividend  periods  or more  (whether  or not  consecutive),  the
authorized  number of directors then constituting our board of directors will be
increased by two. Holders of Series A Preferred Stock, together with the holders
of any outstanding parity shares with like voting rights,  referred to as voting
parity  shares,  voting as a single  class,  will be  entitled  to elect the two
additional members of our board of directors, referred to as the preferred share
directors,  at the next annual  meeting (or at a special  meeting called for the
purpose of  electing  the  preferred  share  directors  prior to the next annual
meeting)  and at each  subsequent  annual  meeting  until all accrued and unpaid
dividends for all past dividend  periods have been paid in full. The election of
any preferred share director is subject to the  qualification  that the election
would not cause us to violate the corporate governance  requirement of any other
exchange on which our securities may be listed that listed companies must have a
majority of independent directors.

         Upon the  termination  of the  right  of the  holders  of the  Series A
Preferred Stock and voting parity shares to vote for preferred share  directors,
as described above,  the preferred share directors will immediately  cease to be
qualified as directors, their term of office shall terminate immediately and the
number of  authorized  directors of the Company will be reduced by the number of
preferred  share  directors that the holders of the Series A Preferred Stock and
voting parity  shares had been  entitled to elect.  The holders of a majority of
the shares of Series A Preferred  Stock and voting  parity  shares,  voting as a
class,  may remove any preferred share director,  with or without cause, and the
holders of a majority of the shares of the Series A  Preferred  Stock and voting
parity shares, voting as a class, may fill any vacancy created by the removal of
a preferred share director.  If the office of a preferred share director becomes
vacant for any other reason, the remaining preferred share director may choose a
successor to fill such vacancy for the remainder of the unexpired term.

         Other Voting Rights.  So long as any shares of Series A Preferred Stock
are  outstanding,  in  addition  to any other vote or  consent  of  shareholders
required by law or by our Certificate of  Incorporation,  the vote or consent of
the  holders of at least  66-2/3% of the  Series A  Preferred  Stock at the time
outstanding,  voting separately as a single class,  given in person or by proxy,
either in  writing  without a meeting or by vote at any  meeting  called for the
purpose, shall be necessary for effecting or validating:

            o  Any amendment or alteration of the  Certificate  of Amendment for
               the Series A Preferred Stock or our Certificate of  Incorporation
               to authorize or create or increase the  authorized  amount of, or
               any  issuance  of, any shares of, or any  securities  convertible
               into or  exchangeable  or exercisable for shares of, any class or
               series  of our  capital  stock  ranking  senior  to the  Series A
               Preferred  Stock with  respect to  payment  of  dividends  and/or
               distribution of assets on any liquidation, dissolution or winding
               up of the Company;

            o  Any  amendment,  alteration  or  repeal of any  provision  of the
               Certificate of Amendment for the Series A Preferred  Stock or our
               Certificate  of  Incorporation  so as  to  adversely  affect  the
               rights, preferences,  privileges or voting powers of the Series A
               Preferred Stock; or

            o  Any consummation of a binding share exchange or  reclassification
               involving  the  Series  A  Preferred  Stock  or  of a  merger  or
               consolidation of the Company with another entity,  unless (i) the
               shares of Series A Preferred Stock remains outstanding  following
               any such  transaction  or, if the  Company  is not the  surviving
               entity, are converted into or exchanged for preference securities
               of the  surviving  entity or its ultimate  parent,  and (ii) such
               remaining  outstanding  shares  of  Series A  Preferred  Stock or
               preference

                                       18


               securities  have  rights,  preferences,   privileges  and  voting
               powers,  and limitations and restrictions  thereof,  that are not
               materially   less   favorable   than  the  rights,   preferences,
               privileges  or voting  powers of the  Series A  Preferred  Stock,
               taken as a whole.

         Holders of the Series A  Preferred  Stock will be  entitled to one vote
for each such  share on any matter on which  holders  of the Series A  Preferred
Stock are entitled to vote, including any action by written consent.

         The foregoing  voting  provisions will not apply if, at or prior to the
time when the vote or consent  would  otherwise  be  required,  all  outstanding
shares of Series A Preferred  Stock have been redeemed or called for  redemption
upon  proper  notice  and  sufficient  funds  have  been set aside by us for the
benefit of the holders of the Series A Preferred Stock to effect the redemption.

                 DESCRIPTION OF WARRANT TO PURCHASE COMMON STOCK

         The following is a brief  description  of the terms of the Warrant that
may be resold by the selling  securityholders.  This summary does not purport to
be complete in all respects. This description is subject to and qualified in its
entirety by reference  to the  Warrant,  a copy of which has been filed with the
SEC and is also available upon request from us.

Common Stock Subject to the Warrant

         The Warrant is initially  exercisable  for 57,671  shares of our Common
Stock.  If we complete  one or more  qualified  equity  offerings on or prior to
December 31, 2009 that result in our receipt of aggregate  gross proceeds of not
less  than  $8,816,000,  which  is equal  to 100% of the  aggregate  liquidation
preference of the Series A Preferred Stock, the number of shares of Common Stock
underlying the Warrant then held by the selling  securityholders will be reduced
by 50%.  The number of shares  subject to the Warrant are subject to the further
adjustments  described  below under the heading  "Adjustments  to the  Warrant."
Exercise of the Warrant

         The  initial  exercise  price  applicable  to the Warrant is $22.93 per
share of Common Stock for which the Warrant may be exercised. The Warrant may be
exercised  at any time on or before  March 13, 2019 by  surrender of the Warrant
and a completed  notice of exercise  attached as an annex to the Warrant and the
payment  of the  exercise  price per share  for the  Common  Stock for which the
Warrant  is being  exercised.  The  exercise  price  may be paid  either  by the
withholding  by the  Company of such number of shares of Common  Stock  issuable
upon exercise of the Warrant equal to the value of the aggregate  exercise price
of the Warrant  determined  by reference to the market price of our Common Stock
on the trading day on which the Warrant is exercised  or, if agreed to by us and
the warrantholder, by the payment of cash equal to the aggregate exercise price.
The  exercise  price  applicable  to the  Warrant  is  subject  to  the  further
adjustments described below under the heading "Adjustments to the Warrant."

         Upon  exercise of the  Warrant,  certificates  for the shares of Common
Stock  issuable upon exercise will be issued to the  warrantholder.  We will not
issue  fractional  shares  upon  any  exercise  of  the  Warrant.  Instead,  the
warrantholder  will be entitled to a cash  payment  equal to the market price of
our Common Stock on the last trading day  preceding  the date of exercise of the
Warrant (less the pro-rated  exercise  price of the Warrant) for any  fractional
shares that would have otherwise been issuable upon exercise of the Warrant.  We
will at all times reserve the aggregate number of shares of our Common Stock for
which the Warrant may be exercised.

                                       19


Rights as a Shareholder

         The warrantholder  shall have no rights or privileges of the holders of
our  Common  Stock,  including  any voting  rights,  until (and then only to the
extent) the Warrant has been exercised.

Transferability

         The initial  selling  securityholder  may not transfer a portion of the
Warrant with respect to more than 50% of the Common Stock subject to the Warrant
until the earlier of the date on which the Company has received  aggregate gross
proceeds from a qualified  equity  offering of at least  $8,816,000 and December
31,  2009.   The  Warrant  and  all  rights  under  the  Warrant  are  otherwise
transferable.

Adjustments to the Warrant

         Adjustments   in   Connection   with   Stock   Splits,    Subdivisions,
Reclassifications  and Combinations.  The number of shares for which the Warrant
may be  exercised  and the  exercise  price  applicable  to the Warrant  will be
proportionately  adjusted in the event we pay dividends or make distributions of
our Common Stock, subdivide, combine or reclassify outstanding Common Stock.

         Anti-dilution  Adjustment.  Until the earlier of March 13, 2012 and the
date on which the initial selling  securityholder no longer holds the Warrant or
any portion of the  Warrant  (and other than in certain  permitted  transactions
described  below),  if we issue any Common Stock (or  securities  convertible or
exercisable into Common Stock) without consideration or for less than 90% of the
market  price of the Common  Stock on the last  trading day prior to the date of
the agreement on pricing such shares, then the number of Common Stock into which
the Warrant is exercisable  and the exercise  price will be adjusted.  Permitted
transactions include issuances:

               o    As   consideration   for  or  to  fund  the  acquisition  of
                    businesses and/or related assets;

               o    In connection with employee  benefit plans and  compensation
                    related  arrangements  in the ordinary course and consistent
                    with past practice approved by our board of directors; and

               o    In connection with public or broadly marketed  offerings and
                    sales of Common  Stock or  convertible  securities  for cash
                    conducted by us or our affiliates  pursuant to  registration
                    under the Securities Act, or Rule 144A thereunder on a basis
                    consistent with  capital-raising  transactions by comparable
                    financial institutions.

         Other Distributions. If we declare any dividends or distributions other
than our historical,  ordinary cash dividends, the exercise price of the Warrant
will be adjusted to reflect such distribution.

         Certain  Repurchases.  If we effect a pro rata  repurchase of shares of
Common  Stock,  both the number of shares  issuable upon exercise of the Warrant
and the exercise price will be adjusted.

         Business  Combinations.  In the  event of a  merger,  consolidation  or
similar transaction  involving the Company and requiring  shareholder  approval,
the  warrantholder's  right to receive  our Common  Stock upon  exercise  of the
Warrant  shall be  converted  into the right to  exercise  the  Warrant  for the
consideration  that would have been payable to the warrantholder with respect to
the shares of Common  Stock for which the  Warrant may be  exercised,  as if the
Warrant  had been  exercised  prior to such  merger,  consolidation  or  similar
transaction.

                                       20


                           DESCRIPTION OF COMMON STOCK

         The  following  is a  description  of  our  Common  Stock  and  certain
provisions of our Certificate of Incorporation and Bylaws and certain provisions
of  applicable  law.  The  following  is  only a  summary  and is  qualified  by
applicable law and by the provisions of our  Certificate  of  Incorporation  and
Bylaws, copies of which have been filed with the SEC and are also available upon
request from us.

General

         Under our Certificate of Incorporation,  as amended,  we have authority
to issue up to 3,000,000  shares of our Common Stock,  par value $.10 per share.
As of June 30,  2009,  1,686,701  shares of our  Common  Stock  were  issued and
outstanding.

         Our  Common  Stock is traded on the NYSE  AMEX.  Outstanding  shares of
Common Stock are validly issued,
fully paid and non-assessable.

Voting Rights

         Holders  of shares of our  Common  Stock are  entitled  to one vote per
share on all matters  submitted to a vote of shareholders.  Holders of shares of
our Common Stock do not have cumulative voting rights.

Dividend Rights

         Holders of shares of our Common Stock are  entitled to  dividends  when
and as declared by our board of directors out of any funds legally available for
the payment of  dividends.  Holders of Series A Preferred  Stock have (and other
series of preferred  shares may in the future  have) a priority  over holders of
shares of our Common Stock with respect to dividends.

         Until the  earlier of March 13,  2012 and the date on which the initial
selling  securityholder no longer holds any Series A Preferred Stock, we may not
declare or pay any dividend or make any distribution on the Common Stock,  other
than  regular  quarterly  cash  dividends  of not more than $0.28 per share,  as
adjusted   for  any  stock  split,   stock   dividend,   reverse   stock  split,
reclassification or similar  transaction;  dividends payable solely in shares of
Common  Stock;  and  dividends or  distributions  of rights or junior  shares in
connection with a shareholders' rights plan.

Liquidation and Dissolution

         In the event of the  liquidation,  dissolution  and  winding  up of the
Company,  the holders of our Common Stock are entitled to receive ratably all of
the assets of the Company available for distribution  after  satisfaction of all
liabilities  of the Company,  subject to the rights of the holders of any of the
Company's preferred shares that may be issued from time to time.

Other Rights

         Holders of our Common Stock have no preferential  or preemptive  rights
with respect to any securities of the Company and there are no conversion rights
or redemption or sinking fund provisions applicable to our Common Stock.

Restrictions on Ownership

         The Bank Holding  Company Act requires any "bank  holding  company," as
defined in the Bank  Holding  Company Act, to obtain the approval of the Federal
Reserve Board prior to the  acquisition  of 5% or more of our Common Stock.  Any
person,  other than a bank holding company, is required to obtain

                                       21


prior approval of the Federal Reserve Board to acquire 10% or more of our Common
Stock  under the Change in Bank  Control  Act.  Any holder of 25% or more of our
Common  Stock,  or a holder of 5% or more if such holder  otherwise  exercises a
"controlling  influence"  over us, is subject to  regulation  as a bank  holding
company under the Bank Holding Company Act.

         Certain  provisions  included in our Certificate of Incorporation,  our
Bylaws, as well as certain  provisions of the Connecticut  Business  Corporation
Law and federal law, may discourage,  delay or prevent potential acquisitions of
control  of  us,  particularly  when  attempted  in a  transaction  that  is not
negotiated  directly  with,  and  approved by, our board of  directors,  despite
possible benefits to our shareholders. These provisions are more fully set forth
in the  documents  and reports  filed with the SEC  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the Exchange Act that are  incorporated by reference into
this prospectus.

Transfer Agent

         The transfer  agent and registrar for our Common Stock is Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.


                                       22


                             SELLING SECURITYHOLDERS

         On March 13, 2009, we issued the Securities  covered by this prospectus
to the United  States  Department  of  Treasury,  which is the  initial  selling
securityholder  under  this  prospectus,   in  a  transaction  exempt  from  the
registration   requirements   of  the  Securities   Act.  The  initial   selling
securityholder,  or its successors, including transferees, may from time to time
offer and sell,  pursuant to this prospectus or a supplement to this prospectus,
any or all of the  securities  they own. The Securities to be offered under this
prospectus for the account of the selling securityholders are:

                o   8,816  shares  of  Series A  Preferred  Stock,  representing
                    beneficial ownership of 100% of the Series A Preferred Stock
                    outstanding on the date of this prospectus;

                 o  A Warrant to purchase 57,671 shares of our Common Stock; and

  o  57,671 shares of Common Stock  issuable upon exercise of the
                    Warrant,   which   shares,   if  issued,   would   represent
                    approximately  3.3% of our outstanding Common Stock on a pro
                    forma basis as of June 30, 2009.

                   For purposes of this prospectus,  we have assumed that, after
completion of the offering,  none of the Securities  covered by this  prospectus
will be held by the selling securityholders.

         Beneficial  ownership is determined in accordance with the rules of the
SEC and includes voting or investment  power with respect to the Securities.  To
our knowledge, the initial selling securityholder has sole voting and investment
power with respect to the Securities.

         We do not know when or in what amounts the selling  securityholders may
offer the Securities for sale. The selling securityholders might not sell any or
all  of  the  Securities  offered  by  this  prospectus.   Because  the  selling
securityholders  may  offer  all or  some  of the  Securities  pursuant  to this
offering,  and because  currently no sale of any of the Securities is subject to
any agreements, arrangements or understandings, we cannot estimate the number of
the Securities that will be held by the selling securityholders after completion
of the offering.

         Other  than with  respect to the  acquisition  of the  Securities,  the
initial selling securityholder has not had a material relationship with us.

         Information about the selling  securityholders may change over time and
changed  information  will be set forth in supplements to this prospectus if and
when necessary.

                              PLAN OF DISTRIBUTION

         The  selling  securityholders  and their  successors,  including  their
transferees,   may  sell  the  Securities  directly  to  purchasers  or  through
underwriters, broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling securityholders or the
purchasers of the Securities. These discounts,  concessions or commissions as to
any  particular  underwriter,  broker-dealer  or agent may be in excess of those
customary in the types of transactions involved.

         The Securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined at
the  time of sale or at  negotiated  prices.  These  sales  may be  effected  in
transactions, which may involve crosses or block transactions:

                o   On any national  securities exchange or quotation service on
                    which the Series A Preferred  Stock or the Common  Stock may
                    be listed or quoted at the time of sale;

                                       23


               o    In the over-the-counter market;

               o    In  transactions   otherwise  than  on  these  exchanges  or
                    services or in the over-the-counter market; or

               o    Through  the  writing of  options,  whether  the options are
                    listed on an options exchange or otherwise.

         In addition,  any Securities that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.

         In connection with the sale of the Securities or otherwise, the selling
securityholders may enter into hedging transactions with  broker-dealers,  which
may in turn engage in short sales of the Common Stock  issuable upon exercise of
the  Warrant in the course of hedging the  positions  they  assume.  The selling
securityholders  may also sell short the Common Stock  issuable upon exercise of
the Warrant and deliver shares of Common Stock to close out short positions,  or
loan or pledge the Series A Preferred  Stock or the Common Stock  issuable  upon
exercise  of  the  Warrant  to  broker-dealers  that  in  turn  may  sell  these
securities.

         The aggregate proceeds to the selling  securityholders from the sale of
the Securities  will be the purchase price of the securities  less discounts and
commissions, if any.

         In effecting  sales,  broker-dealers  or agents  engaged by the selling
securityholders   may  arrange   for  other   broker-dealers   to   participate.
Broker-dealers or agents may receive commissions,  discounts or concessions from
the selling securityholders in amounts to be negotiated immediately prior to the
sale.

         In offering  the  Securities  covered by this  prospectus,  the selling
securityholders  and any  broker-dealers  who  execute  sales  for  the  selling
securityholders may be deemed to be "underwriters" within the meaning of Section
2(a)(11)  of the  Securities  Act in  connection  with such  sales.  Any profits
realized  by  the  selling   securityholders   and  the   compensation   of  any
broker-dealer  may be  deemed  to be  underwriting  discounts  and  commissions.
Selling  securityholders  who are  "underwriters"  within the meaning of Section
2(a)(11)  of the  Securities  Act will be  subject  to the  prospectus  delivery
requirements  of the Securities Act and may be subject to certain  statutory and
regulatory  liabilities,  including liabilities imposed pursuant to Sections 11,
12 and 17 of the Securities Act of 1933 and Rule 10b-5 under the Exchange Act.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Securities  must be sold in such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Securities  may not be sold unless they have been  registered  or qualified  for
sale  in  the  applicable  state  or  an  exemption  from  the  registration  or
qualification requirement is available and is complied with.

         The anti-manipulation  rules of Regulation M under the Exchange Act may
apply  to  sales  of the  Securities  pursuant  to  this  prospectus  and to the
activities of the selling  securityholders.  In addition, we will make copies of
this  prospectus  available  to the selling  securityholders  for the purpose of
satisfying the prospectus delivery requirements of the Securities Act .

         At the time a particular  offer of the Securities is made, if required,
a prospectus  supplement will set forth the number and type of securities  being
offered and the terms of the offering,  including  the name of any  underwriter,
dealer or agent,  the  purchase  price paid by any  underwriter,  any  discount,
commission and other item constituting compensation, any discount, commission or
concession  allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

                                       24


         We do not intend to apply for listing of the Series A  Preferred  Stock
on any securities  exchange or for inclusion of the Series A Preferred  Stock in
any  automated   quotation  system  unless  requested  by  the  initial  selling
securityholder.  No  assurance  can be given as to the  liquidity of the trading
market, if any, for the Series A Preferred Stock.

         We have agreed to indemnify the selling securityholders against certain
liabilities,  including  certain  liabilities  under the Securities Act. We have
also agreed,  among other things, to bear substantially all expenses (other than
underwriting   discounts  and  selling   commissions)  in  connection  with  the
registration and sale of the Securities covered by this prospectus.

         This  prospectus  may also be used in  connection  with any issuance of
shares of Common  Stock upon  exercise  of the  Warrant if such  issuance is not
exempt from the registration requirements of the Securities Act.

                                  LEGAL MATTERS

         The validity of the Securities  offered pursuant to this prospectus has
been passed upon for us by Cranmore, FitzGerald & Meaney.

                                     EXPERTS

         The consolidated financial statements of the Company and its subsidiary
as of December  31, 2008 and 2007,  and for each of the years in the  three-year
period ended December 31, 2008, and management's assessment of the effectiveness
of internal control over financial  reporting as of December 31, 2008, have been
incorporated by reference herein and in the  registration  statement in reliance
upon the reports of Shatswell MacLeod & Company,  P.C.,  independent  registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.


                                       25


                             SALISBURY BANCORP, INC.
            Fixed Rate Cumulative Perpetual Preferred Stock, Series A
                Warrant to Purchase 57,671 Shares of Common Stock
                          57,671 Shares of Common Stock
                                   PROSPECTUS








                                       26



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The following table sets forth the various expenses in connection with the
registration of the Securities offered hereby. Salisbury Bancorp, Inc. will bear
all of these  expenses,  including those of the selling  securityholders  (other
than any underwriting  discounts or commissions or any agent  commissions).  All
amounts are estimated except for the SEC registration fee:

Item                                                            Amount
------------------------------------------------------------------------
SEC registration fee                                         $    565.73
Legal fees and expenses                                         7,500.00
Accounting fees and expenses                                    3,000.00


Printing expenses                                               2,500.00
Miscellaneous fees and expenses                                 1,434.27
                                                             -----------
Total Expenses                                               $ 15,000.00
                                                             ===========


Item 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's  Certificate of Incorporation and bylaws provide that the
Company shall  indemnify its  directors,  officers,  employees and agents to the
maximum extent permitted or required by the Connecticut Business Corporation Act
(the  "CBCA").  The  CBCA  provides  for  four  (4)  types  of  indemnification:
permissible;    mandatory;    obligatory;   and   court   ordered.   Permissible
indemnification  for a director  requires  the  director's  conduct to have been
taken in good faith and in the  reasonable  belief that such  conduct was in the
best interest of the Company.  Mandatory  indemnification  is required under the
CBCA   regardless  of  the   provisions  of  a   corporation's   certificate  of
incorporation  or bylaws only when the director has been "wholly  successful  on
the  merits or  otherwise,  in the  defense of an action to which he was a party
because he is or was a director." Obligatory indemnification occurs by reason of
specific  provisions in a certificate of incorporation,  bylaw, board resolution
or  contract.   Court  ordered   indemnification  arises  when  a  court  orders
indemnification  based  upon  its  finding  that  mandatory  indemnification  or
obligatory  indemnification  exists or because the court concludes that it would
be fair and reasonable to indemnify the director.

         The Company's  Certificate of Incorporation  provides that the personal
liability  of any  director  to the  Company to its  shareholders  for  monetary
damages for breach of duty as a director, except in

                                      II-1


certain  circumstances,  shall be limited to an amount equal to the compensation
received by the director  for serving the Company as a director  during the year
of the violation.  The limitation,  however,  does not affect the ability of the
Company or its shareholders to seek nonmonetary remedies,  such as an injunction
or rescission, against a director for breach of his or her fiduciary duty.


Item 16.   EXHIBITS.

Exhibit No.                         Description
-----------                         -----------

4.1.1             Certificate  of  Incorporation  of  Salisbury  Bancorp,   Inc.
                  (Incorporated  by  reference  to Exhibit 3.1 in the  Company's
                  Registration  Statement on Form S-4 filed April 23, 1998 (File
                  No. 333-50857)).

4.1.2             Certificate of Amendment to Certificate  of  Incorporation  of
                  Salisbury Bancorp, Inc.  (Incorporated by reference to Exhibit
                  3.1 in the  Company's  Current  Report on Form 8-K filed March
                  11, 2009 (File No. 0-24751)).

4.1.3             Certificate of Amendment to Certificate  of  Incorporation  of
                  Salisbury  Bancorp,  Inc. for Fixed Rate Cumulative  Perpetual
                  Preferred   Stock,   Series  A,  par  value  $.01  per  share.
                  (Incorporated  by  reference  to Exhibit 3.1 in the  Company's
                  Current  Report on Form 8-K filed  March  19,  2009  (File No.
                  0-24751)).

4.2               By-Laws of Salisbury Bancorp,  Inc., as amended as amended and
                  restated as of March 13, 2009.  (Incorporated  by reference to
                  Exhibit 3.2 in the Company's  Current Report on Form 8-K filed
                  March 19, 2009 (File No. 0-24751)).

4.3               Warrant  to  purchase  Common  Stock  dated  March  13,  2009.
                  (Incorporated  by  reference  to Exhibit 3.2 in the  Company's
                  Current  Report on Form 8-K filed  March  19,  2009  (File No.
                  0-24751)).

5.1               Opinion of Cranmore, FitzGerald & Meaney as to the legality of
                  the securities being registered.

10.1              Letter  Agreement  between the  Company and the United  States
                  Department of the Treasury dated March 13, 2009, including the
                  Securities Purchase Agreement-Standard Terms attached thereto.
                  (Incorporated  by reference  to Exhibit 10.1 in the  Company's
                  Current  Report on Form 8-K filed  March  19,  2009  (File No.
                  0-24751)).

23.1              Consent of Cranmore,  FitzGerald & Meaney (included in Exhibit
                  5.1).

23.2              Consent of Shatswell MacLeod & Company, P.C.

24.1              Powers of Attorney  (included  in the  signature  page of this
                  registration statement).


Item 17.   UNDERTAKINGS.

The undersigned registrant hereby undertakes:

                                      II-2


         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 per cent change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;\

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

Provided,  however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if
the  registration  statement is on Form S-3, and the information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the SEC by the registrant  pursuant
to section 13 or section 15(d) of the  Securities  Exchange Act of 1934 that are
incorporated by reference in the  registration  statement,  or is contained in a
form  of  prospectus  filed  pursuant  to  Rule  424(b)  that  is  part  of  the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities  at that time will be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That,  for purposes of determining  liability  under the Securities
Act of 1933 to any purchaser:

                  (i) Each prospectus  filed by the registrant  pursuant to Rule
424(b)(3)  shall be deemed to be part of the  registration  statement  as of the
date the filed  prospectus  was deemed part of and included in the  registration
statement; and

                  (ii) Each  prospectus  required  to be filed  pursuant to Rule
424(b)(2),  (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),  (vii), or
(x) for the purpose of providing  the  information  required by section 10(a) of
the  Securities  Act of 1933 shall be deemed to be part of and  included  in the
registration  statement as of the earlier of the date such form of prospectus is
first  used after  effectiveness  or the date of the first  contract  of sale of
securities  in the  offering  described in the  prospectus.  As provided in Rule
430B,  for liability  purposes of the issuer and any person that is at that date
an  underwriter,  such date  shall be deemed to be a new  effective  date of the
registration  statement relating to the securities in the registration statement
to which that  prospectus  relates,  and the offering of such securities at that
time shall be deemed to be the initial  bona fide  offering  thereof.  Provided,
however,  that no statement made in a registration  statement

                                      II-3


or prospectus that is part of the  registration  statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of  contract  of sale prior to such  effective  date,  supersede  or
modify any statement that was made in the  registration  statement or prospectus
that  was  part of the  registration  statement  or made  in any  such  document
immediately prior to such effective date

         (5) That,  for the purpose of  determining  liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities:

         The undersigned  registrant  undertakes  that in a primary  offering of
securities  of  the  undersigned   registrant   pursuant  to  this  registration
statement,  regardless of the underwriting method used to sell the securities to
the purchaser,  if the securities are offered or sold to such purchaser by means
of any of the following  communications,  the  undersigned  registrant will be a
seller to the purchaser and will be considered to offer or sell such  securities
to such purchaser:
                  (i) Any preliminary prospectus or prospectus of an undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;

                  (ii) Any free  writing  prospectus  relating  to the  offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;

                  (iii)  The  portion  of  any  other  free  writing  prospectus
relating to the offering containing  material  information about the undersigned
registrant  or its  securities  provided  by or on  behalf  of  the  undersigned
registrant; and

                  (iv) Any other  communication that is an offer in the offering
made by an undersigned registrant to the purchaser.

         (6) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Salisbury  Bancorp,  Inc.'s annual  report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  will  be  deemed  to  be a new  registration  statement
relating to the securities  offered therein,  and the offering of the securities
at that time will be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  liabilities (other than the payment by each registrant
of expenses incurred or paid by a director, officer or controlling person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by the director,  officer or controlling  person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      II-4


                                   SIGNATURES

         Pursuant to  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Lakeville, State of Connecticut, on July 21, 2009.

                                          Salisbury Bancorp, Inc.
                                          [REGISTRANT]

                                          By: /s/  Richard J. Cantele, Jr.
                                             -----------------------------
                                          Richard J. Cantele, Jr.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         Know All Persons by These  Presents,  that each person whose  signature
appears below constitutes and appoints Richard J. Cantele, Jr. and John F. Foley
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and  resubstitution  for him or her and in his or her
name,  place and stead, in any and all capacities to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file  same,  with all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with full power and  authority  to do and perform each and every act
and thing requisite or necessary to be done in and about the premises,  as fully
to all  intents and  purposes  as he or she might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

                                   ----------

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



         Signature                                       Title                           Date
         ---------                                       -----                           ----
                                                                                     
/s/ Richard J. Cantele, Jr.              President, Chief Executive Officer          June 29, 2009
---------------------------              and Director
  Richard J. Cantele, Jr.

  /s/ Louis F. Allyn, II                 Director                                    June 29, 2009
  ----------------------
    Louis F. Allyn, II

    /s/ John R. H. Blum                  Director                                    June 29, 2009
    -------------------
      John R. H. Blum

    /s/ Louise F. Brown                  Director                                    June 29, 2009
    -------------------
      Louise F. Brown

   /s/ Robert S. Drucker                 Director                                    June 29, 2009
   ---------------------
     Robert S. Drucker

  /s/ Nancy F. Humphreys                 Director                                    June 29, 2009
  ----------------------
    Nancy F. Humphreys


                                      II-5



    /s/ Holly J. Nelson                  Director                                    June 29, 2009
    -------------------
      Holly J. Nelson

    /s/ John F. Perotti                  Director                                    June 29, 2009
    -------------------
      John F. Perotti

   /s/ Michael A. Varet                  Director                                    June 29, 2009
   --------------------
     Michael A. Varet

/s/ Richard J. Cantele, Jr.              Interim Chief Financial Officer and         July 21, 2009
---------------------------
  Richard J. Cantele, Jr.                Interim Chief Accounting Officer




                                      II-6