SecProbe.io

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<S>                                         <C>                        <C>                       <C>
(TYLER COOPER & ALCORN, LLP LOGO)           William W. Bouton III      185 Asylum Street
                                            860.725.6210               CityPlace/35th Floor      New Haven
                                            Fax: 860.278.3802          Hartford, CT              Hartford
                                            bouton@tylercooper.com     06103-3488                Stamford
                                            www.tylercooper.com        860.725.6200              Madison
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                                December 17, 2004

Division of Corporate Finance
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

     Re:  Rockville Financial, Inc. - Registration Statement on Form S-1 for the
          Issuance of 10,057,612 Shares of Common Stock

Dear Sirs:

         Enclosed herewith for filing on behalf of Rockville Financial, Inc.
(the "Registrant") is its Registration Statement on Form S-1 for the issuance of
up to 10,057,612 shares of its Common Stock, no par value.

         As you will note in your review of the attached Registration Statement,
the 2001 financial statements with respect to the Registrant's current parent,
Charter Oak Community Bank Corp. ("Charter Oak"), were audited by Arthur
Andersen LLP, and the Registrant has not been able to obtain Arthur Andersen
LLP's consent to the inclusion of its report on those financial statements in
the prospectus. As a result, the Registrant has included in the prospectus (at
page 25) a specific "Risk Factor" with respect to (i) the lack of Arthur
Andersen LLP's consent, (ii) its conviction of federal obstruction of justice
charges in 2002 and (iii) its unavailability to satisfy claims that might arise
from reliance on its report. In addition, reference has also been made to Arthur
Andersen LLP's audit of the 2001 financial statements in the introduction to the
Selected Consolidated Financial and Other Data on page 26 of the prospectus.

         The Registrant also points out that the notes to the financial
statements contained in the prospectus do not include the following three
disclosures currently required, under normal circumstances, by Regulation S-X
with respect to the 2001 calendar year audited by Arthur Andersen LLP. The
Registrant believes, however, that the omissions, as described below, are
immaterial and do not make the prospectus misleading in any respect. It should
also be noted that the omitted items were not included in the notes to the 2001
financial statements originally audited by Arthur Andersen LLP because the 2001
audited consolidated financial statements were prepared

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December 17, 2004
Page 2

at a time when Charter Oak was not a reporting company under the Securities
Exchange Act of 1934 subject to the requirements of Regulation S-X and, with
respect to one of the omissions, prior to the adoption of the accounting
standard that now requires it.

         o        Note 15 to the consolidated financial statements in the
                  prospectus (page F-37 of the prospectus) includes no "parent
                  only" condensed financial statements for 2001 with respect to
                  Charter Oak, the mutual holding company established in 1997 to
                  hold all of the outstanding common stock of Rockville Bank.
                  The Registrant wishes to point out that Charter Oak has never
                  had any material assets since its formation other than the
                  stock of Rockville Bank, and it has conducted no operations
                  other than to hold that stock. Nor has Rockville Bank at any
                  time paid any dividends to Charter Oak. Please note that the
                  disclosure of such information, as required by Rule 9-06 of
                  Regulation S-X, has been provided as of and for the nine
                  months ended September 30, 2004 and as of and for the years
                  ended December 31, 2002 and 2003, in Note 15 to the
                  Consolidated Financial Statements on page F-37 of the
                  prospectus. The Registrant believes that because of the above
                  facts, the absence of the 2001 condensed "parent only"
                  financial statements for Charter Oak is immaterial as
                  contemplated in Rule 4-02 of Regulation S-X and should not be
                  required to be included in the Registration Statement.

         o        SFAS 132R, adopted in December 2003, now requires certain
                  enhanced disclosures concerning, among other things, defined
                  benefit plans. Note 9 to the financial statements in the
                  prospectus (page F-24) includes such enhanced disclosures
                  concerning Charter Oak's defined benefit plans as of and for
                  the years ended December 31, 2002 and 2003 and the enhanced
                  interim disclosures as of and for the nine months ended
                  September 30, 2004. The enhanced disclosures for 2002 and 2003
                  relate to years for which the auditors of the financial
                  statements have consented to the inclusion of their report on
                  the financial statements that include the enhanced
                  disclosures. Because Arthur Andersen LLP is not available to
                  consent to the inclusion of their report on the 2001 financial
                  statements, the pension plan disclosure enhancements have not
                  been included in such financial statements. Furthermore, SFAS
                  132R paragraph 20 indicates that if obtaining the disclosure
                  information for earlier periods is not practicable, the notes
                  to the financial statements shall include all available
                  information and identify the information which is not
                  available.

         o        Note 8 to the financial statements in the prospectus (page
                  F-22) provides disclosures concerning Charter Oak's borrowings
                  from the Federal Home Loan Bank of Boston. That note contains
                  all required disclosures for the periods ended September 30,
                  2004 and December 31, 2003 and 2002. Note 8 also contains the
                  amount of FHLB advances outstanding as of December 31, 2001
                  but does not indicate the weighted average interest rate,
                  average balance outstanding or maximum amount of advances
                  outstanding for the year ended December 31, 2001 as required
                  by Regulation S-X. These amounts were not included in the 2001
                  financial statements audited by Arthur Andersen LLP since the
                  disclosures were not required for private companies which

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December 17, 2004
Page 3

                  Charter Oak was when the 2001 audited consolidated financial
                  statements were issued.

         Please contact the undersigned (telephone 860-725-6210; email
bouton@tylercooper.com) or my partner Robert J. Metzler, II (telephone
860-725-6203; e-mail metzler@tylercooper.com) with any questions or comments you
have concerning the registration statement.

                                            Sincerely,

                                            /s/ WILLIAM W. BOUTON III
                                            ------------------------------
                                            William W. Bouton III

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