SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDERSON DOUGLAS K

(Last)

(First)

(Middle)

923 MAIN STREET

(Street)

MANCHESTER

06040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONNECTICUT BANCSHARES INC/DE [ SBMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	V.P.of Co.&Pres. & Dir.of Bank		V.P.of Co.&Pres. & Dir.of Bank

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2004		F		3,329	D	$51.5517	6,954⁽¹⁾	D
Common Stock								61	I	By 401(k)
Common Stock								20,564	I	By Award⁽¹⁾⁽²⁾
Common Stock								17,600	I	By Award II⁽³⁾
Common Stock								2,172	I	By ESOP
Common Stock								305	I	By SERP⁽⁴⁾
Common Stock								100	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$37.5							10/21/2003⁽⁶⁾	10/21/2012	Common Stock	75,000		75,000	D
Stock Option (right to buy)	$17.63							12/15/2001⁽⁵⁾	12/15/2010	Common Stock	35,942		35,942	D

Explanation of Responses:

1. Since the reporting person's last report 10,283 shares previously held through Stock Award vested and are now owned directly.

2. Stock Awards granted pursuant to the Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan, which vest in five annual installments commencing on January 2, 2002.

3. Stock Awards granted pursuant to the Connecticut Bancshares, Inc. 2002 Equity Compensation Plan, which vest in five annual installments commencing on October 21, 2003.

4. This Form reflects increases in beneficial ownership resulting from exempt acquisitions under the SERP pursuant to Rule 16b-3(c).

5. Stock Options granted pursuant to the Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan, which vest in five annual installments commencing on December 15, 2001.

6. Stock Options granted pursuant to the Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan and the 2002 Equity Compensation Plan, which vest in five annual installments commencing on October 21, 2003.

Remarks:

	By: /s/ Victor L. Cangelosi, Power of Attorney	01/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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