8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2005

SALISBURY BANCORP, INC. (Exact name of registrant as specified in charter)

Connecticut (State or other jurisdiction of incorporation) 0-24751 (Commission File Number) 06-1514263 (IRS Employer Identification No.)

5 Bissell Street, Lakeville, Connecticut (Address of principal executive offices) 06039-1868 (zip code)

Registrant's telephone number, including area code: (860) 435-9801

(Former Name or Former Address, if Changed Since Last Report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (12 C.F.R. 230.425)

¨ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 C.F.R. 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

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Form 8-K, Current Report
Salisbury Bancorp, Inc.

Section 5.     Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a) Not Applicable.

(b) Not Applicable.

                (c)        John F. Perotti, the current President and Chief Executive Officer was elected to serve as Chairman of the Boards of Directors of the Company and the Bank. He will continue to serve as Chief Executive Officer of both entities. Richard J. Cantele, Jr., the current Executive Vice President, was appointed President and Chief Operating Officer of both entities. John F. Foley, the current Chief Financial Officer of both entities and Treasurer of the Company and Senior Vice President, Comptroller, and Principal Financial Officer of the Bank was named Chief Financial Officer and Treasurer of both entities. These appointments are effective February 1, 2005. No changes were made to the agreements between the registrant and such officers.

                (d)        At the January 28, 2005 meeting of the Board of Directors of the Company, the Board elected Richard J. Cantele, Jr. to the Board of Directors of the Company effective February 1, 2005. In addition, Mr. Cantele was elected to serve as a Director of the Company’s subsidiary, the Bank, effective on February 1, 2005. Mr. Cantele has served as an executive officer of the Company since 2001 and of the Bank since 1989. Mr. Cantele serves on the loan committee of the Bank. He has not yet been appointed to committees of the Board of the Company.

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

                (1)        Effective January 28, 2005, the Board of Directors of the Company amended and restated the Bylaws of the Company. The amendments modify a number of provisions to reflect current practices of the Company. For example, Article II, Section 11 was amended to provide that the Chair of the Board, rather than the President, or such Directors as he or she may designate, shall preside over all shareholder meetings. Similarly, Article III, Section 15 was amended to provide that the Board shall elect a Director to be Chair. The Chair, or in his or her absence the Chief Executive Officer, or another member elected by the Board, shall preside at all Board meetings. Such provision was also amended to provide for the election of an independent “Presiding Director” by the Board in the event that the Chair is not independent in accordance with the rules of any exchange upon which the securities of the Company are listed for trading. Article III, Section 13 was amended to rename certain committees of the Board to properly reflect the Company’s current practices. In addition, certain changes were made to the formal titles of certain officers. For example, reference to the election of a Chief Executive Officer has been added to Article IV, Section 1 and Article IV, Sections 4, 5 and 6 were amended to clarify the responsibilities of the Chief Executive Officer and President. Finally, certain grammatical revisions were made to the Bylaws which do not affect the substantive meaning of such provisions.

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        A copy of the amended and restated Bylaws reflecting the changes described above are attached hereto as Exhibit A.

Section 9.    Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits

Exhibit Index

99.1    Press Release dated January 31, 2005.

A.       Bylaws 6.01(3)(ii)

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

Dated:  January 31, 2005 SALISBURY BANCORP, INC.



By:   /s/ John F. Perotti
        John F. Perotti, President and
        Chief Executive Officer

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EX-99.1

Exhibit 99.1
Salisbury Bancorp, Inc. Press Release

Source: Salisbury Bancorp, Inc.

Salisbury Contact: John F. Perotti, Chairman & Chief Executive Officer
860-435-9801 or jp@salisburybank.com

FOR IMMEDIATE RELEASE
January 31, 2005

SALISBURY BANCORP, INC. ANNOUNCES LEADERSHIP TEAM

Lakeville, Connecticut, January 31, 2005/PRNewswire…The Board of Directors of Salisbury Bancorp, Inc., a holding company for Salisbury Bank and Trust Company announced the election of John F. Perotti as Chairman of the Boards of Directors of the Company and the Bank. Mr. Perotti will continue to serve as Chief Executive Officer of both the Company and the Bank.

The Board also announced the appointment of Richard J. Cantele, Jr. as President and Chief Operating Officer of the Company and the Bank, and also appointed him a member of each Board. Further the Board announced the appointment of John F. Foley as Chief Financial Officer and Treasurer of the Company and the Bank.

Mr. Perotti has served as President and Chief Executive Officer and as a Director of Salisbury Bancorp, Inc. since its formation in 1998, and has served as an executive officer of the Bank since 1982.

Mr. Cantele has been an executive officer of the Bank since 1989 and an executive officer of the Company since 2001. Mr. Foley has been an executive officer of the Bank since 1986 and an executive officer of the Company since 1998.

John R. H. Blum, the current Chairman of the Board, who will continue as Presiding Director and as Chair of the executive committees, said, “together, John Perotti, Rick Cantele, and John Foley represent over 75 years of executive leadership of Salisbury Bank’s service of the financial needs of businesses and individuals throughout Northwest Connecticut and proximate communities in Massachusetts and New York. They lead an effective team of financial professionals including business, consumer and mortgage lenders, trust officers and customer service representatives with strong relationships with our local communities and businesses.”

John Perotti stated, “the success of Salisbury Bank and Trust Company reflects the long term commitment of the Bank’s employees, officers and directors to fulfilling our mission to be the leading community bank in the Tri-State area. Jack Blum has led our Board of Directors with a commitment that the Bank’s role should be to serve its customers, communities and shareholders.”

Rick Cantele stated, “I am proud to be named President and will carry on the strong traditions and values of my predecessors. I am optimistic and confident of the bright future for our Bank. We are blessed with a strong capital base, quality earning assets, a highly competent and motivated team of employees along with a management team, which will enable me to draw upon the experience and insights of two former bank Presidents (John Perotti and Jerry Baldwin), as we build our presence in the Tri-State area. I am pleased to announce that we expect to open a new branch in Sheffield, Massachusetts later this quarter. The branch will improve convenience for our Berkshire County customers.”

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Safe Harbor Statement: Except for the historical information contained in this press release, the matters described herein include forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including among others: changes in market interest rates and general and regional economic conditions; changes in government regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company’s quarterly reports of Form 10-Q and its annual report on Form 10-K, each filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s internet website (www.sec.gov) and to which reference is hereby made. Therefore, actual future results may differ significantly from results discussed in the forward looking statements.

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