==============================================

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

                                   FORM 10-Q

             [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1995

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                                    0-12936
                            Commission file number

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


         DELAWARE                                        06-1094350
                                                                              
        
(State or other jurisdiction                           (I.R.S. Employer
   of incorporation)                                 Identification No.)

                               87 Post Road East
                          Westport, Connecticut 06880
                                                                            
              (Address of principal executive office and zip code)

                                (203) 222-6911
                                                                            
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes X   No    

              APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date:

Number of shares outstanding of Westport Bancorp, Inc.'s $.01 par value
common stock as of October 31, 1995 is 5,381,475 shares.

==============================================
<PAGE>


                          WESTPORT BANCORP, INC.


                             TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                  Page
                                                                                 Number
<S>                                                                    <C>

PART I -- FINANCIAL INFORMATION
  Item 1 -- Financial Statements
      Consolidated Statements of Condition -- September 30, 1995
(unaudited)
        and December 31, 1994                                                       3
      Consolidated Statements of Income -- Three Months and Nine
Months
        Ended September 30, 1995 and 1994 (unaudited)                               4
      Consolidated Statement of Changes in Stockholders' Equity --
Nine                                                                                5
        Months Ended September 30, 1995 and 1994 (unaudited)

      Consolidated Statements of Cash Flows -- Nine Months Ended
        September 30, 1995 and 1994 (unaudited)                                     6
      Notes to Consolidated Financial Statements (unaudited)                        7
  Item 2 -- Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                          11
PART II -- OTHER INFORMATION


  Item 1 -- Legal Proceedings             31


  Item 2 -- Changes in Securities         31


  Item 3 -- Defaults Upon Senior          31
Securities


  Item 4 -- Submission of Matters to a    31
Vote of Security Holders


  Item 5 -- Other Information             31


  Item 6 -- Exhibits and Reports on Form  31
8-K

  Signatures                                                                       36
  Exhibit 11 Statement Regarding Computation of Per Share Earnings                 37
</TABLE>

<PAGE>
PART I, ITEM 1 -- FINANCIAL INFORMATION.



                            WESTPORT BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CONDITION
                      ($ in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                September 30,           December 31,
                                                                                         1995                   1994
                                                                                  (unaudited)
<S>              <C>                                                                <C>                    <C>
                 ASSETS:
                 Cash and due from banks                                             $ 14,135               $ 17,924
                 Federal funds sold                                                     9,000                    ---
                     Cash and cash equivalents                                         23,135                 17,924
                 Securities available for sale, at market value                        42,062                 27,276
                 Securities held to maturity (market value: September 30,
                 1995, $42,526; December 31, 1994, $39,678)                            43,381                 43,206
                     Total securities                                                  85,443                 70,482
                 Loans                                                                178,051                186,648
                 Allowance for loan losses                                             (3,277)                (3,341)
                     Loans - net                                                      174,774                183,307
                 Premises and equipment - net                                           5,085                  5,137
                 Accrued interest receivable                                            2,012                  1,758
                 Other real estate owned - net                                            ---                    352
                 Other assets                                                           6,144                  4,544
                 TOTAL ASSETS                                                        $296,593               $283,504
                 LIABILITIES AND STOCKHOLDERS' EQUITY:
                 Liabilities:
                 Noninterest-bearing deposits                                        $ 71,828               $ 72,972
                 Interest-bearing deposits                                            186,944                180,986
                    Total deposits                                                    258,772                253,958
                 Short-term borrowings                                                 10,735                 10,484
                 Other liabilities                                                      3,854                  2,664
                     Total liabilities                                                273,361                267,106
                 Stockholders' equity:
                   Preferred stock - $.01 par value; authorized 2,000,000
                     shares; outstanding 42,350 shares at September 30,
                 1995, 43,950 shares at December 31, 1994                                   1                      1
                   Common stock - $.01 par value; authorized 20,500,000
                     shares; outstanding, 5,380,367 shares at September
                 30, 1995, 3,211,752 shares at December 31, 1994                           54                     32
                   Additional paid in capital                                          22,965                 21,459
                   Retained earnings (deficit)                                            302                 (4,680)
                   Net unrealized depreciation on securities available                    (90)                  (414)
                 for sale
                     Total stockholders' equity                                        23,232                 16,398
                 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $296,593               $283,504
</TABLE>

             SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.






<PAGE>


                            WESTPORT BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                    ($ in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended           Nine Months Ended
                                                               September 30,                   September 30,
                                                             1995            1994            1995            1994
<S>          <C>                                       <C>            <C>             <C>             <C>
             INTEREST INCOME:
             Loans                                        $ 3,977        $  3,686         $12,152         $ 9,921
             Securities                                     1,132             904           3,079           2,548
             Federal funds sold and other                      48              16             120             115
                  Total interest income                     5,157           4,606          15,351          12,584
             INTEREST EXPENSE:
             Deposits                                       1,349           1,084           3,597           3,407
             Short-term borrowings                            129              75             786             131
                  Total interest expense                    1,478           1,159           4,383           3,538
             Net interest income                            3,679           3,447          10,968           9,046
             Provision for loan losses                        375             450           1,125           1,350
                  Net interest income after
                    provision for loan losses               3,304           2,997           9,843           7,696
             OTHER OPERATING INCOME:
             Trust fees                                       486             439           1,355           1,251
             Service charges on deposit accounts              324             378           1,010           1,042
             Realized security gains (losses) - net             4             ---            (229)              3
             Loan sale gains - net                              7              24              45             109
             Mortgage service fees                             36              41             101             113
             Other                                            134             133             417             383
                  Total other operating income                991           1,015           2,699           2,901
             OTHER OPERATING EXPENSE:
             Salaries and benefits                          1,411           1,295           4,171           3,912
             Occupancy - net                                  366             397           1,057           1,150
             Professional fees                                211             190             623             634
             FDIC insurance premiums                           17             180             370             517
             Data processing                                  141             186             423             559
             Furniture and equipment                           73              85             211             258
             Other insurance premiums                          54              69             166             222
             Other real estate owned - net                     62              53             171             270
             Other                                            420             351           1,126             990
                  Total other operating expense             2,755           2,806           8,318           8,512
             Income before income taxes                     1,540           1,206           4,224           2,085
             Income tax benefit                              (585)           (752)         (1,143)         (1,064)
             NET INCOME                                   $ 2,125        $  1,958         $ 5,367         $ 3,149

             NET INCOME PER COMMON SHARE                 $   0.20       $    0.19         $  0.52         $  0.31
             Weighted average number of common
                shares and common equivalent
                shares outstanding                     10,474,022      10,246,864      10,295,922      10,177,196
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



<PAGE>


                            WESTPORT BANCORP, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                               ($ in thousands)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                                                Net
                                                                                                            Unrealized
                                   PREFERRED STOCK           COMMON STOCK      Additional     Retained     Depreciation
                                Number of                Number of               Paid in       Earnings    on Securities
                                 Shares       Amount      Shares      Amount     Capital      (Deficit) Available for Sale Total
<S>                           <C>           <C>        <C>         <C>        <C>         <C>             <C>              <C>
Balance January 1, 1994           44,950     $     1   3,081,365     $   31     $21,415      $ (9,042)        $   ---    $12,405
Net income                           ---         ---         ---        ---         ---         3,149           ---        3,149
Issuance of Common Stock -
  Warrants exercised                 ---         ---      12,500        ---          10           ---           ---           10
  Employee Options exercised         ---         ---      17,500        ---          35           ---           ---           35
  Exercise of 1992 Rights            ---         ---          13        ---         ---           ---           ---  ---
Offering
  Dividend Reinvestment and
    Stock Purchase Plan              ---         ---         374        ---           1           ---           ---            1
  Stock Conversion                (1,000)        ---     100,000          1          (1)          ---           ---          ---
Net change in unrealized
depreciation on securities
  available for sale                 ---         ---         ---        ---         ---           ---           (243)       (243)
Balance September 30, 1994        43,950     $     1   3,211,752     $   32     $21,460      $ (5,893)       $  (243)    $15,357

Balance, January 1, 1995          43,950     $     1   3,211,752     $   32     $21,459      $ (4,680)       $  (414)    $16,398
Net income                           ---         ---         ---        ---         ---         5,367           ---        5,367
Issuance of Common Stock -
  Warrants exercised                 ---         ---   1,997,000         21       1,477           ---           ---        1,498
  Employee Options exercised         ---         ---       9,000        ---          18                         ---           18
                                                                                                  ---
  Stock Conversion                (1,600)        ---     160,000          1          (1)          ---           ---          ---
  Dividend Reinvestment and
    Stock Purchase Plan              ---         ---       2,615        ---          12           ---           ---           12
Dividends Paid -
  Preferred Stock                    ---         ---         ---        ---         ---          (170)          ---         (170)
  Common Stock                       ---         ---         ---        ---         ---          (215)          ---         (215)
Net change in unrealized
depreciation on securities
  available for sale                 ---         ---         ---        ---         ---           ---           324      324
Balance, September 30, 1995       42,350     $     1   5,380,367     $   54     $22,965      $    302         $  (90)    $23,232
</TABLE>


 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




<PAGE>


                            WESTPORT BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               ($ in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                         Nine Months Ended
                                                                                          September 30,
<S>            <C>                                                           <C>                   <C>
                                                                                    1995                 1994
               OPERATING ACTIVITIES:
               Net income                                                      $   5,367            $   3,149
               Adjustments to reconcile net income to
                 net cash provided by operating activities:
                   Provision for loan losses                                       1,125                1,350
                   Recognition of deferred tax asset                              (1,218)              (1,100)
                   Depreciation, amortization and accretion                          626                  788
                   Losses on other real estate owned - net                           162                  172
                   Loan sale gains - net                                             (45)                (109)
                   Realized security (gains) losses - net                            229                   (3)
                   Decrease (increase) in accrued interest                          (254)                 788
               receivable
                   Increase in other assets                                         (382)                (417)
                   Increase (decrease) in other liabilities                        1,190                  (38)
                   Net cash provided by operating activities                       6,800                4,580
               INVESTING ACTIVITIES:
               Proceeds from maturities or calls of securities -
                   Available for sale                                                ---               37,890
                   Held to maturity                                                1,000               12,507
               Proceeds from sales of securities -
                   Available for sale                                             28,859                4,253
               Principal collected on securities                                   4,100                  856
               Purchases of securities -
                   Available for sale                                            (43,904)             (21,404)
                   Held to maturity                                               (4,999)             (14,454)
               Increase in loans - net                                            (6,390)             (30,672)
               Loans repurchased by the FDIC                                       1,988                1,432
               Proceeds from sales of loans                                       12,763               12,691
               Purchase of loans                                                    (997)                (817)
               Proceeds from sales of other real estate owned                        279                1,363
               Additions to other real estate owned                                  ---                 (111)
               Purchases of premises and equipment                                  (496)                (331)
                   Net cash (used in) provided by investing                       (7,797)               3,203
               activities
               FINANCING ACTIVITIES:
               Increase (decrease) in noninterest-bearing deposits                (1,144)               6,007
               - net
               Increase (decrease) in interest-bearing deposits -                  5,958              (18,517)
               net
               Increase in short-term borrowings - net                               251               13,266
               Proceeds from issuance of Common Stock - net                        1,528                   45
               Dividends                                                            (385)                 ---
                   Net cash used in financing activities                           6,208                  801
               Increase in cash and cash equivalents                               5,211                8,584
               Cash and cash equivalents at beginning of year                     17,924               13,799
                   Cash and cash equivalents at end of period                  $  23,135             $ 22,383
</TABLE>

           SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




<PAGE>

                          WESTPORT BANCORP, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (unaudited)



NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

The  accompanying  unaudited  consolidated financial statements include the
accounts of Westport Bancorp, Inc.  ("Bancorp")  and  its  subsidiary,  The
Westport  Bank  & Trust Company (the "Bank") (collectively, the "Company").
The consolidated financial statements have been prepared in accordance with
generally accepted  accounting principles for interim financial information
and with the instructions  to  Form  10-Q and Article 10 of Regulation S-X.
Accordingly,  they  do not include all of  the  information  and  footnotes
required by generally accepted accounting principles for complete financial
statements.  In preparing  the interim financial statements, management has
made estimates and assumptions  that  affect the reported amounts of assets
and  liabilities and the revenue and expenses  for  the  reported  periods.
Actual  future results could differ significantly from these estimates.  In
the opinion  of management, all adjustments (consisting of normal recurring
accruals) considered  necessary for a fair presentation have been included.
Operating results are not necessarily indicative of the results that may be
expected for the year ended  December  31,  1995.  For further information,
refer  to  the  consolidated  financial statements  and  footnotes  thereto
included in the Company's Annual  Report  on  Form  10-K for the year ended
December 31, 1994.

Certain prior year amounts have been reclassified to  conform with the 1995
presentation.


NOTE 2 - REGULATORY MATTERS

On  December  20,  1994,  the  Federal  Deposit Insurance Corporation  (the
"FDIC")   and   the   State  of  Connecticut  Banking   Commissioner   (the
"Commissioner") removed the Order to Cease and Desist originally imposed on
the  Bank in October 1991.   This  action  was  the  result  of  a  routine
examination by the FDIC completed in the fourth quarter of 1994.

On March  16,  1995, the Federal Reserve Bank of New York ("FRBNY") removed
all restrictions it had imposed on the Company in October 1991.

The Federal Reserve  Board  and the FDIC require bank holding companies and
banks, respectively, to comply  with  guidelines  based  upon  the ratio of
capital to total assets adjusted for risk and the ratio of Tier  1  capital
to total quarterly average assets (leverage ratio).




<PAGE>


The following summarizes the minimum capital requirements and the Company's
capital  position  (there are no significant differences between the Bank's
and the Company's capital ratios) at September 30, 1995.


<TABLE>
<CAPTION>
                                                        Company's                            Minimum Capital
Capital Ratio                                          Capital Position                       Requirements
<S>                                                       <C>                                  <C>
Total Capital to Risk-Weighted Assets                      13.91 %                              8.0 %
Tier 1 Capital to Risk-Weighted Assets                     12.65                                4.0
Tier 1 Capital to Average Assets (Leverage                  8.11                                3.0 (1)
Ratio)
</TABLE>


(1)  An additional 1%  to  2%  is  required  for  all but the most highly rated
institutions.


The  Federal Deposit Insurance Corporation Improvement  Act  ("FDICIA")  of
1991 establishes  five  classifications  for  banks  on  the basis of their
capital levels; well capitalized, adequately capitalized, undercapitalized,
significantly   undercapitalized   and  critically  undercapitalized.    At
September 30, 1995, the Company was  "well capitalized" under FDICIA, based
upon  the  above  capital  ratios.  Management  believes,  in  the  current
economic and operating environment  and  due to the significant improvement
in the Company's core earnings, it will continue  to  maintain  its capital
level  at the well capitalized classification.  However,  deterioration  of
economic  conditions  and  real estate values could adversely affect future
results,  leading to increased  levels  of  loan charge-offs, provision for
loan losses and nonaccrual loans, effecting the  ability  of the Company to
maintain the well capitalized classification, and resulting  in  reductions
in income and total capital.


NOTE 3 - INCOME TAXES

The  1995  nine  month provision for income taxes is comprised of a $61,500
current federal provision,  a  $13,500  current  state  provision  and  the
$1,218,000  reversal  of  the previously established deferred tax valuation
allowance.  The 1994 nine month  provision for income taxes is comprised of
a $24,000 federal provision, a $12,000  state  provision  and  a $1,100,000
reversal of a portion of the previously established deferred tax allowance.

As  a  result  of  the  Company's net operating losses in prior years,  the
Company had net operating  loss  carryforwards  ("NOL's")  of approximately
$7.9  million  at  September  30,  1995  for  federal and state tax  return
purposes,  which  is  available  to offset future tax  return  income.   At
September  30,  1995  and 1994, the Company  had  recorded,  for  financial
statement purposes, net  deferred  tax assets (included in Other Assets) of
$2,868,000 and $1,450,000, respectively, for anticipated future utilization
of its net operating loss carryforwards  ("NOL's")  as  an  offset  against
future  taxable  income.   With  the  exception  of  the portion of its NOL
expected to be utilized as an offset to the Company's  financial  statement
income  for  the fourth quarter of 1995, at September 30, 1995, the Company
has recognized  substantially all of the financial statement benefit of its
deferred tax assets.

<PAGE>

The FDIC and the FRBNY limit the amount of net deferred tax assets that can
be included in capital  for  regulatory  purposes  to the lesser of the tax
effect of the estimated subsequent twelve months pretax  earnings or 10% of
stockholders' equity.  On September 30, 1995, the recorded net deferred tax
asset,  reflected  in  the  accompanying  statement  of condition, included
$536,000   which  is  "ineligible"  for  regulatory  capital  purposes.  At
September 30, 1994, no  portion of the  $1,450,000 deferred  tax  asset was
 
disqualified from capital for regulatory purposes.

For the nine month periods ended September 30, 1995 and September 30, 1994,
the Company made  cash  payments  for income taxes of approximately $78,250
and $36,880, respectively.


NOTE 4 - EARNINGS PER SHARE

Earnings per share were computed by  dividing  earnings  (adjusted earnings
for the 1994 periods) by the weighted average number of common  shares  and
common  share equivalents outstanding.  For the quarter ended September 30,
1995 and  1994,  the  computation includes 5,373,006 and 3,197,404 weighted
average shares outstanding  and  866,016  and  2,654,460  weighted  average
common  equivalent  shares, respectively, computed under the treasury stock
method.  Common equivalent  shares  include  332,565 and 2,322,500 warrants
for  the  quarters ended September 30, 1995 and  1994,  respectively.   The
earnings per  share  computations  also  include  4,235,000  and  4,395,000
weighted  average  common  shares for the three months ended September  30,
1995  and 1994, respectively,  issuable  upon  the  assumed  conversion  of
preferred  stock.  Adjusted earnings consist of net income and the interest
effect of the  assumed reduction in short-term borrowings in 1994, computed
under the treasury stock method.

For the nine months  ended  September  30,  1995  and 1994, the computation
includes 4,469,681 and 3,127,736 weighted average common shares outstanding
and  1,522,669  and  2,654,460 weighted average common  equivalent  shares,
respectively, computed  under  the treasury stock method.  The earnings per
share computations also include  4,303,571  and  4,395,000 weighted average
common shares  in 1995 and 1994, respectively, issuable  upon  the adjusted
conversion  of  preferred stock.   There was no difference between  primary
and fully diluted earnings per share for 1995 and 1994.


NOTE 5 - NEW ACCOUNTING STANDARDS

On January 1, 1995,  the  Company adopted Statement of Financial Accounting
Standards No. 114 ("SFAS 114"),  "Accounting by Creditors for Impairment of
a Loan", and Statement of Financial  Accounting  Standards  No.  118 ("SFAS
118"),  "Accounting  by  Creditors  for  Impairment  of  a  Loan  -  Income
Recognition  and Disclosures".  SFAS 114 and 118 address the accounting  by
creditors for  impairment  of certain loans and the recognition of interest
income  on these loans and requires  that  impairment  of  these  loans  be
measured  based  on  the  present value of the related expected future cash
flows discounted at the loan's effective interest rate or the fair value of
the related collateral.  A  loan  is  considered impaired, based on current
information and events, if it is probable  that  the Company will be unable
to  collect  the  scheduled  payments of principal and  interest  when  due
according to the contractual terms  of the loan agreement.  The adoption of
SFAS 114 and 118 on January 1, 1995 did not materially affect the Company's
financial statements or the amount of the allowance for loan losses.


<PAGE>


Interest  payments received on accruing  impaired  loans  are  recorded  as
interest income.   Interest  payments  on  nonaccruing  impaired  loans are
recorded as reductions of loan principal.

At  September  30,  1995,  the  recorded  investment  in  loans  for  which
impairment  has been recognized in accordance with SFAS 114 and 118 totaled
$5,569,000, of  which  $3,397,000  were  nonaccrual loans.  The Company has
elected to classify all restructured loans,  including  those  restructured
prior  to  January  1,  1995,  in  accordance  with  SFAS 114 and 118.   At
September 30, 1995, the valuation allowance related to  all impaired loans,
totaled $1,470,000 and is included in the allowance for loan  losses on the
statement of condition.  For the three months ended September 30, 1995, the
average recorded investment in impaired loans was approximately $5,976,000.
Total interest in the amount of $42,000 was recognized on accruing impaired
loans during the quarter.

The  following  table  sets  forth  the activity in the allowance for  loan
losses for nine months ended September 30, 1995 and 1994.

<TABLE>
<CAPTION>
                                                                           1995                          1994
                                                                                    ($ in thousands)
<S>                                                                     <C>                           <C>
Balance, January 1,                                                      $3,341                        $3,024
Loans charged-off                                                         1,453                         1,638
Recoveries on amounts previously charged-off                                175                           467
  Net loans charged-off                                                   1,278                         1,171
Provision charged to operating expenses                                   1,125                         1,350
Other                                                                        89                           ---
Balance, September 30,                                                   $3,277                        $3,203
</TABLE>


In  March  1995,  the  Financial Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting  Standards  No. 121 ("SFAS 121"), "Accounting
for  the  Impairment  of  Long-Lived Assets and for  Long-Lived  Assets  to  be
Disposed Of".  SFAS 121 establishes  accounting standards for the impairment of
long-lived assets, certain identifiable  intangibles,  and  goodwill related to
those  assets  to  be  held  and  used  and  for long-lived assets and  certain
identifiable  intangibles to be disposed of.  SFAS  121  applies  to  financial
statements for  fiscal years beginning after December 15, 1995.  The Company is
currently in the  process  of evaluating the impact of this announcement on its
financial statements; however, it has not yet qualified such impact.

In May 1995, the Financial Accounting  Standards  Board issued Statement of
Financial  Accounting  Standards  No.  122  ("SFAS 122"),  "Accounting  for
Mortgage Servicing Rights".  SFAS 122 addresses the accounting for mortgage
servicing  rights  for  purchased  as  well as originated  mortgages  by  a
servicer.  Additionally, SFAS 122 requires the capitalization of the


<PAGE>


fair value of mortgage servicing rights and amortization of these rights in
proportion  to  the  net  servicing income over  the  period  during  which
servicing income is expected.  SFAS 122 applies to financial statements for
fiscal years beginning after  December  15, 1995.  The Company is currently
in  the  process  of evaluating the impact of  this  pronouncement  on  its
financial statements; however, it has not yet quantified such impact.


NOTE 6 - SUBSEQUENT EVENTS

On October 19, 1995,  the  Company declared its third consecutive quarterly
dividend of $0.025 per common  share  and  $2.50  per  preferred  share  to
shareholders  of  record  as  of  November 3, 1995, payable on November 20,
1995.



PART  I,  ITEM  2  -- MANAGEMENT'S DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS

OVERVIEW

The Company's earnings  are  largely dependent upon net interest income and
noninterest income from its community  banking  operations,  including fees
generated by its Trust department.  Net interest  income is the  difference
between interest earned on the loan  and investment portfolios and interest
paid  on  deposits  and  other  sources  of  funds.  Noninterest  income is
primarily the result  of  fees generated by the  Trust  department, charges
related  to  transaction  activity  from  commercial  and  retail  checking
accounts and gains from loan and securities sales.

The Company reported  net  income  for  the  first  nine  months of 1995 of
$5,367,000,  or  $0.52  per  common  share,  compared  to  net  income   of
$3,149,000,  or  $0.31  per common share for the comparable 1994 period, an
increase of 70.4%.  Contributing  to  the  improved  results  in 1995 was a
decline  in  nonperforming  assets and related costs, increases in  average
earning assets, an improved net interest margin and the continued reduction
of operating expenses.  Results  of operations for the first nine months of
1995 included the recognition of a net deferred tax asset of $1,218,000 and
a net loss on the sale of securities totaling $229,000.  Earnings from core
operations (income before income taxes,  excluding  non-recurring gains and
losses) for the nine months ended September 30, 1995 have increased by more
than  123% over the same period last year.  Excluding  the  recognition  of
deferred  tax  assets, securities losses and loan sale gains, core earnings
for the nine months  ended  September  30,  1995  totaled  $4,408,000.   By
contrast,  at  September  30,  1994,  excluding a net deferred tax asset of
$1,100,000, and gains on the sale of securities  and  loans,  core earnings
totaled $1,973,000.



<PAGE>


During  the  third  quarter  of  1995,  the Company reported net income  of
$2,125,000, or $0.20 per common share, compared to net income of $1,958,000
or $0.19 per common share for the comparable  1994  period,  an increase of
8.5%.  Net income for the 1995 quarter included the recognition of deferred
tax assets of $600,000 and net gains on the sale of securities and loans of
$11,000, as compared to the recognition in the third quarter of  1994  of a
net deferred tax asset of $766,000 and $24,000 relating to loan sale gains.
Additionally, net income for the third quarter of 1995 included a rebate of
$112,000  from  the  Federal Deposit Insurance Corporation as a result of a
reduction in insurance premiums.

Negatively impacting results  for  both  the  three  and  nine months ended
September 30, 1995 was an increase in the Company's cost of  funds  and  an
increase  in  salaries and benefits, in part, related to the implementation
of a bonus and  incentive  program.   Further, the nine month period ending
September 30, 1995 includes an increase in other operating expenses related
to  costs  associated with the Bank's conversion  to  a  new  hardware  and
software system  in  the  fourth  quarter of 1994 and includes the costs of
opening and operating a new branch  bank  facility  in the third quarter of
1995.

The past decline in the regional economy, particularly  in  the  local real
estate  market,  has  impacted many of the Company's borrowers' ability  to
repay their loans.  Also,  since  1989, real estate values in the Company's
market area have declined substantially.   While  the Company's residential
and construction mortgage lending policies have specified  a  75%  or  less
loan-to-value ratio, the decline in values has increased the possibility of
loss  in the event of default. Management believes that this decline abated
somewhat during 1994 and that the improvement has continued during 1995.


NET INTEREST INCOME

Net interest  income is the difference between interest earned on loans and
other investments and interest paid on deposits and other sources of funds.
Net interest income  was  $10,968,000  for  the  first nine months of 1995,
compared  with  $9,046,000 in the comparable 1994 period,  an  increase  of
$1,922,000 or 21.2%.   For  the  third quarter of 1995, net interest income
increased $232,000 to $3,679,000 or 6.7% over the 1994 third quarter figure
of $3,447,000.  Contributing factors  to the changes in interest income and
expense are discussed below.

Total interest income amounted to $15,351,000  for the first nine months of
1995, compared to $12,584,000 for the same period  in  1994, an increase of
22.0%.   For  the  third  quarter of 1995, total interest income  increased
$551,000, or 12.0% to $5,157,000  from  $4,606,000  for  the same period in
1994.

A  key  factor  relating to the higher level of total interest  income  for
1995, compared to  the  prior year, was an increase in the yield on earning
assets.  During the first  nine  months  of  1995,  the  yield  on  average
interest-earning  assets increased to 8.0% from 6.9% in 1994, resulting  in
an  increase  in interest  income  of  $1,435,000.   Additionally,  average
interest-earning assets increased 5.4% during the first nine months of 1995
to $256,244,000 from $243,166,000 in the


<PAGE>


comparable 1994  period.   This  increase  in volume during the 1995 period
resulted in an additional $1,332,000 of interest  income.   Accruing loans,
as  a  component  of  earning  assets,  experienced  the  most  significant
increase, from $162,160,000 in 1994 to $179,020,000 in 1995, an increase of
10.4%.   Positively  impacting  the  third  quarter of 1995, the yields  on
average interest-earning assets increased to  8.0%  from 7.4%, resulting in
$376,000  of  additional  interest  income.  In addition,  average  earning
assets increased 3.3% to $255,778,000, positively impacting interest income
by  $175,000,  while  average  non-accruing   loans   declined  30.6%  from
$5,428,000 in the third quarter of 1994 to $3,766,000 in  the third quarter
of 1995.

Total interest expense for the nine months ended September  30,  1995,  was
$4,383,000,  an  increase  of  23.9% from $3,538,000 for the same period in
1994.  This increase is, in part,  the  result of the average interest rate
on  deposits and other interest-bearing liabilities  increasing  from  1.9%
during  the  first  three  quarters  of 1994 to 2.3% during the first three
quarters of 1995, increasing interest  expense  by $438,000.  For the third
quarter  of  1995,  interest  expense  increased  $319,000   or   27.5%  to
$1,478,000,  from  $1,159,000  for  the  same  period  in  1994. During the
quarter,  the  average interest rate on deposits and other interest-bearing
liabilities increased  to  2.3%  in  1995  from 1.8% in the comparable 1994
period, resulting in an increase in expense  of  $207,000.   An increase in
the  average  balance  of total interest bearing-liabilities, in  both  the
three and nine month periods  of  1995, resulted in an increase in interest
expense of $112,000 and $407,000, respectively.

Total interest income for the comparable  periods  of  1995  and  1994  was
negatively  impacted  by the level of nonaccrual loans, which averaged $4.1
million and $5.7 million  for  the  first  nine  months  of  1995 and 1994,
respectively.  Further improvement in net interest income is dependent,  in
part, upon the continued resolution of nonperforming assets.

The  following  table  sets  forth  a comparison of average earning assets,
nonaccrual loans, average interest-bearing liabilities and related interest
income and expense during the three and  nine month periods ended September
30, 1995 and 1994. Average balances are averages of daily closing balances,
except for nonaccrual loans in 1994, which  are averages of monthly closing
balances.

<PAGE>

<TABLE>
<CAPTION>

                                                           Three Months Ended September 30,
                                                         1995                                        1994
                                         Average      Income/      Average           Average      Income/      Average
                                         Balance      Expense         Rate           Balance      Expense         Rate
                                                                      ($ in thousands)
<S>       <C>                      <C>           <C>          <C>             <C>            <C>          <C>
          Interest-earning Assets:
            Accruing loans              $174,383      $ 3,977          9.1%         $169,445       $3,686          8.7%
            Non-accruing loans             3,766          ---          ---             5,428          ---          ---
            Total loans                  178,149        3,977          8.9           174,873        3,686          8.4
            Investment securities         74,344        1,132          6.1            71,286          904          5.1
            Federal funds sold
             and other                     3,285           48          5.7             1,537           16          4.1
          Total interest-earning
            assets                      $255,778        5,157          8.0          $247,696        4,606          7.4
          Noninterest-bearing
            demand deposits             $ 68,599                                    $ 61,830
          Interest-bearing
            liabilities:
             NOW & Money market           68,210          296          1.7            73,823          268          1.4
             Savings                      49,334          247          2.0            65,272          331          2.0
             Certificates of              60,616          792          5.2            45,901          478          4.1
          deposit
             Other                         9,754          143          5.8             7,619           82          4.3
          Total interest-bearing
             liabilities                 187,914        1,478          3.1           192,615        1,159          2.4
          Total noninterest-
             bearing deposits and
             interest-bearing
             liabilities                $256,513        1,478          2.3          $254,445        1,159          1.8
          Net interest income(1)                       $3,679                                      $3,447
          Net interest margin(2)                                       5.7%                                        5.5%

          Interest rate spread(3)                                      5.7%                                        5.6%
</TABLE>

(1)INTEREST INCOME INCLUDES LOAN FEES OF $57,000  AND  $96,000 FOR 1995 AND
1994, RESPECTIVELY.

(2)NET  INTEREST  MARGIN  IS NET INTEREST INCOME DIVIDED BY  TOTAL  AVERAGE
EARNING ASSETS.

(3)INTEREST RATE SPREAD IS  THE  DIFFERENCE  BETWEEN  THE  YIELD  ON  TOTAL
AVERAGE INTEREST-EARNING ASSETS AND THE  COST OF TOTAL AVERAGE NONINTEREST-
BEARING DEPOSITS AND INTEREST-BEARING LIABILITIES.


<PAGE>


<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30,
                                                         1995                                        1994
                                         Average      Income/      Average           Average      Income/      Average
                                         Balance      Expense         Rate           Balance      Expense         Rate
                                                                      ($ in thousands)
<S>       <C>                      <C>           <C>          <C>             <C>            <C>          <C>
          Interest-earning Assets:
            Accruing loans              $179,020      $12,152          9.1%         $162,160       $9,921          8.2%
            Non-accruing loans             4,141          ---          ---             5,665          ---          ---
            Total loans                  183,161       12,152          8.9           167,825        9,921          7.9
            Investment securities         70,385        3,079          5.8            70,889        2,548          4.8
            Federal funds sold
             and other                     2,698          120          5.9             4,452          115          3.4
          Total interest-earning
            assets                      $256,244       15,351          8.0          $243,166       12,584          6.9
          Noninterest-bearing
            demand deposits             $ 66,668                                    $ 58,709
          Interest-bearing
            liabilities:
             NOW & Money market           67,948          832          1.6            73,898          809          1.5
             Savings                      52,701          783          2.0            63,756          966          2.0
             Certificates of              52,723        1,948          4.9            48,605        1,612          4.4
          deposit
             Other                        18,669          820          5.9             5,568          151          3.6
          Total interest-bearing
             liabilities                 192,041        4,383          3.1           191,827        3,538          2.5
          Total noninterest-
             bearing deposits and
             interest-bearing
             liabilities                $258,709        4,383          2.3          $250,536        3,538          1.9
          Net interest income(1)                      $10,968                                      $9,046
          Net interest margin(2)                                       5.7%                                        5.0%

          Interest rate spread(3)                                      5.7%                                        5.0%
</TABLE>

(1)INTEREST INCOME INCLUDES LOAN FEES OF $163,000 AND $215,000 FOR 1995 AND
1994, RESPECTIVELY.

(2)NET  INTEREST  MARGIN  IS  NET  INTEREST INCOME DIVIDED BY TOTAL AVERAGE
EARNING ASSETS.

(3)INTEREST  RATE  SPREAD IS THE DIFFERENCE  BETWEEN  THE  YIELD  ON  TOTAL
AVERAGE INTEREST-EARNING ASSETS  AND THE  COST OF TOTAL AVERAGE NONINTEREST-
BEARING DEPOSITS AND INTEREST-BEARING LIABILITIES.

<PAGE>

The  following  table  analyzes  the changes attributable to the  rate  and
volume components of net interest income.


<TABLE>
<CAPTION>

                                                 Three Months Ended September 30,                Nine Months Ended September 30,
                                                       1995 vs 1994                                       1995 vs 1994
                                                    Increase/(decrease)                                Increase/(decrease)
                                                   due to change in(1):                               due to change in(1):
                                            Total                                              Total
                                           Change           Rate        Volume                Change          Rate        Volume

<S>     <C>                               <C>        <C>            <C>                      <C>        <C>           <C>
        Income on Earning Assets:
          Loans                           $   291         $  179       $   112               $ 2,231      $  1,131       $ 1,100
          Investment securities               228            188            40                   531           549           (18)
          Federal funds sold and other         32              9            23                     5          (245)          250
        Total interest income                 551            376           175                 2,767         1,435         1,332
        Interest Expense:
          Deposits and other interest-
        bearing liabilities:
            NOW & Money market                 28             46           (18)                   23            66           (43)
            Savings                           (84)           (17)          (67)                 (183)          (18)         (165)
            Certificate of deposit            314            142           172                   336           193           143
            Other                              61             36            25                   669           197           472
         Total interest expense               319            207           112                   845           438           407
        Change in Net Interest Income     $   232         $  169       $    63               $ 1,922       $   997       $   925
</TABLE>


(1)VARIANCES WERE COMPUTED AS FOLLOWS:
   VARIANCE DUE TO RATE = CHANGE IN RATE MULTIPLIED BY OLD VOLUME.
   VARIANCE DUE TO VOLUME = CHANGE IN VOLUME MULTIPLIED BY OLD RATE.
   VARIANCE DUE TO RATE/VOLUME PRORATED  TO  RATE  AND VARIANCE VOLUMES ON THE
BASIS OF GROSS VALUE.


<PAGE>


NONPERFORMING ASSETS

The following table sets forth the principal portion of loans contractually
past due 90 days or more, impaired loans (reflecting  the  adoption of SFAS
114  and  118) and other real estate owned at September 30, 1995,  December
31, 1994 and September 30, 1994.

<TABLE>
<CAPTION>
                                                                                              % Change      % Change
                                                                                              Sept. 30,     Sept. 30,
                                                                                               1995 vs       1995 vs
                                               Sept. 30,        Dec. 31,        Sept. 30,      Dec. 31,     Sept. 30,
                                                   1995            1994             1994          1994          1994
                                                             ($ in thousands)
<S>          <C>                           <C>             <C>             <C>              <C>           <C>
             Loans 90 days or more past
               due, on accrual status:
               Mortgages:
                  Secured by residential
                  property                     $    105       $      78        $     352           35%           (70)%
               Commercial                            59               6              ---           N/M           100
               Home equity                          ---             102              102         (100)         (100)
               Consumer and other                     6              14               25          (57)          (76)
                                                    170             200              479          (15)          (65)
             Impaired Nonaccruing Loans:
               Mortgages:
                  Secured by residential
                  property                     $    529        $  2,659        $   1,888          (80)          (72)
                  Commercial and other            1,098           1,098            1,098           ---           ---
               Commercial                         1,770             500            1,587           254            12
               Home equity                          ---              59              308         (100)         (100)
               Consumer and other                   ---             ---               24           ---         (100)
                                                  3,397           4,316            4,905          (21)          (31)

             Impaired Accruing Loans              2,172           3,724            5,684          (42)          (62)

               Total nonperforming loans          5,739           8,240           11,068          (30)          (48)

             Other real estate owned                ---             352              400         (100)         (100)

               Total nonperforming assets      $  5,739        $  8,592         $ 11,468          (33)%         (50)%
</TABLE>


          N/M = NOT MEASURABLE OR NOT MEANINGFUL


<PAGE>


At  September  30,  1995,  the  recorded  investment  in  loans  for  which
impairment  has been recognized in accordance with SFAS 114 and 118 totaled
$5,569,000, of  which  $3,397,000  were  nonaccrual  loans. The Company has
elected  to classify all restructured loans, including  those  restructured
prior to January  1,  1995  in  accordance  with SFAS 114 and 118.  For the
three months ended September 30, 1995, the average  recorded  investment in
impaired  loans  was  approximately  $6.0 million.  Total interest  in  the
amount  of $42,000 was recognized on accruing  impaired  loans  during  the
quarter.

At September  30,  1995,  impaired  accruing loans included $1.8 million of
loans with interest rates below market,  all  of  which were current and in
compliance  with  the terms and conditions of the modification  agreements.
At September 30, 1995,  the  Company  had no commitments to lend additional
funds to borrowers with loans that have  been  classified as impaired.  The
level of nonperforming assets has had a significant  negative impact on the
Company's  capital  and  earnings  over  the  last  five  years.   Although
management recognizes the level of nonperforming assets is  still  high, it
is  encouraged  by  the  downward trend since 1990 and the 50% decline from
September 30, 1994 to September 30, 1995.

It is the Company's policy to discontinue the accrual of interest on loans,
including impaired loans,  when, in the opinion of management, a reasonable
doubt exists as to the timely collection of the amounts due.  Additionally,
regulatory requirements generally  prohibit  the  accrual  of  interest  on
certain  loans  when principal or interest is due and remains unpaid for 90
days or more, unless  the  loan  is both well secured and in the process of
collection.

Operating results since 1989 have  been  adversely impacted by the level of
nonperforming assets caused by the deterioration  of  borrowers' ability to
make scheduled interest and principal payments, the decline  in real estate
values,  a  severe  slowdown  in  business  activity  and  a  high rate  of
unemployment.   In  addition  to foregone revenue, the Company has  had  to
provide  a  high  level of provision  for  loan  losses  and  has  incurred
significant collection  costs  and costs associated with the management and
disposition of foreclosed properties.   However, during 1994 and continuing
into 1995, management has seen some positive trends; e.g., stabilization of
the local economy, reduction in vacancy rates,  and renewed activity in the
real estate market, which have had a positive effect on earnings.

The  characteristics  of  the  real  estate  market since  1988  include  a
substantial  decline  in  real  estate property values  and  a  significant
increase in the amount of time that  properties  remain on the market prior
to sale.  Factors contributing to the depressed market  conditions  are  an
over  supply  of  properties  on  the market and a continued sluggish local
economy.   As  a result, the most significant  increases  in  nonperforming
loans since 1988  have  been  in  commercial mortgage loans and real estate
related commercial loans.  Management  has  seen some recent improvement in
the real estate market and the local economy,  which  has  had  a  positive
effect  on  its  efforts  to  resolve  nonperforming  loans.  Management is
aggressively   pursuing   the   collection  of  all  nonperforming   loans.
Management's efforts to return nonperforming loans to performing status may
be hampered by market factors.

<PAGE>


The following table summarizes the  activity  on  nonaccrual  loans for the
periods ended September 30, 1995 and 1994.
<TABLE>
<CAPTION>

                                                                                      % Change
                                                                                     Sept. 30,
                                                                                       1995 vs
                                                                                     Sept. 30,
                                                 1995                  1994               1994
<S>                                          <C>                   <C>                  <C>
                                                      ($ in thousands)
Balance, January 1,                           $ 4,316               $ 5,950              (27)%

Additions                                       2,089                 2,845               (27)
Reductions:
  Repayments                                    2,080                   766                172
  Charge-offs                                     405                 1,526               (73)
  Reinstate accruing                              523                 1,148               (54)
Transferred to OREO                               ---                   450              (100)

Total resolved                                  3,008                 3,890               (23)
Balance, September 30,                        $ 3,397               $ 4,905               (31)%
</TABLE>


In  addition  to  the  loans  classified  as nonperforming in the preceding
table,  the  Company's  internal  loan  review  function   has   identified
approximately  $1.6  million  of  loans  with more than normal credit risk.
These loans, as well as nonperforming loans,  have  been  considered in the
analysis of the adequacy of the allowance for loan losses.


ALLOWANCE FOR LOAN LOSSES

On  January 1, 1995, the Company adopted Statement of Financial  Accounting
Standards  No. 114 ("SFAS 114"), "Accounting by Creditors for Impairment of
a Loan", and  Statement  of  Financial  Accounting Standards No. 118 ("SFAS
118"),  "Accounting  by  Creditors  for  Impairment  of  a  Loan  -  Income
Recognition and Disclosures".  SFAS 114 and  118  address the accounting by
creditors for impairment of certain loans and the recognition  of  interest
income  on  these  loans  and  requires  that  impairment of these loans be
measured  based  on  the  present  value  of  expected  future  cash  flows
discounted  at the loan's effective interest rate  or  the  fair  value  of
collateral.   A  loan  is considered impaired, based on current information
and events, if it is probable  that  the  Company will be unable to collect
the scheduled payments of principal and interest  when due according to the
contractual terms of the loan agreement.  The adoption  of SFAS 114 and 118
on  January  1,  1995  did  not  materially affect the Company's  financial
statements or the amount of the allowance for loan losses.

Interest  payments received on accruing  impaired  loans  are  recorded  as
interest income.   Interest  payments  on  nonaccruing  impaired  loans are
recorded as reductions of loan principal.


<PAGE>


Management  evaluates  the adequacy of the allowance for loan losses  on  a
regular basis by considering  various  factors,  including  past  loan loss
experience, delinquent and nonperforming loans and the quality and level of
collateral securing these loans, inherent risks in the loan portfolio,  and
current  economic  and  real  estate  market  conditions.   Management  has
performed
a loan-by-loan risk assessment of each classified loan and of a substantial
portion  of  the  performing  commercial and commercial mortgage portfolios
resulting in a specific aggregate reserve based on estimated loss exposure.
An additional general reserve is also allocated to each of these portfolios
as well as to the residential mortgage  and  other  loan  portfolios  on an
overall  basis,  based  upon  the  risk category and loss experience of the
given portfolio. Based upon this review,  management  believes that, in the
aggregate, the allowance of $3,277,000 at September 30, 1995 is adequate to
absorb  probable loan losses inherent in the loan portfolio.  At  September
30, 1995,  the  valuation  allowance  related to all impaired loans totaled
$1,470,000 and is included in the allowance  for  loan  losses shown on the
balance  sheet.   The adverse real estate market in Fairfield  County,  the
Company's past reliance  upon  commercial real estate lending, the level of
charge-offs during the past five  years  and  the  continuing high level of
nonperforming loans are factors which are considered  when  the adequacy of
the allowance for loan losses is reviewed.  There is no assurance  that the
Company  will  not  be  required  to make increases to the allowance in the
future  in  response  to  changing  economic   conditions   or   regulatory
examinations.

The  decrease  in the allowance for loan losses from $3,341,000 at December
31, 1994 to $3,277,000  at  September  30,  1995  reflects the reduction in
nonperforming  and  nonaccruing loans and $1,453,000  of  loan  charge-offs
during the period.  The  charge-offs  in  1995 primarily relate to loans on
which a specific reserve had been allocated  at December 31, 1994, based on
anticipated loss exposure.

It is the Company's policy to charge-off loans  against  the  allowance for
loan  losses  when  losses are certain.  Such decisions are based  upon  an
analysis of the loan,  a judgment as to the borrower's ability to repay and
the adequacy of collateral.


<PAGE>


The following table summarizes  other  selected loan and allowance for loan
losses information at September 30, 1995,  December  31, 1994 and September
30, 1994.


<TABLE>
<CAPTION>
                                          Sept. 30,          December 31,             Sept. 30,
                                               1995                  1994                 1994

<S>                                       <C>                   <C>                   <C>
Allowance for loan losses                  $  3,277              $  3,341             $  3,203
Nonaccrual loans                              3,397                 4,316                4,905
Nonperforming loans (1)                       5,739                 8,240               11,068
Allowance for loan losses
  as a % of nonaccrual loans                     96%                   77%                  65%
Allowance for loan losses
  as a % of nonperforming loans                  57%                   41%                  29%
Allowance for loan losses
  as a % of loans outstanding                  1.84%                 1.79%                1.83%
</TABLE>

(1) INCLUDES NONACCRUAL LOANS, IMPAIRED LOANS AND LOANS ACCRUING 90 DAYS OR
MORE PAST DUE.


As  the  volume of new loans increased and nonaccrual loans  declined,  the
overall credit  quality  of the total loan portfolio has improved which has
positively impacted management's estimate of the allowance for loan losses.

The allowance for loan losses  ratio,  as a percentage of outstanding loans
shown above, is impacted by the loans purchased from the FDIC in late 1992.
If  these loans (which must be repurchased  by  the  FDIC  if  they  become
nonperforming by December 7, 1995) had not been included, the allowance-to-
loans  outstanding ratio would have been 1.89% at September 30, 1995, 1.87%
at December 31, 1994 and 1.93% for September 30, 1994.

Management  is  aware  of  its  responsibility  for maintaining an adequate
allowance for loan losses and an adequate system  to  identify  credit risk
and   account   for   it  appropriately.   The  various  recent  regulatory
examinations of the Company  have  not identified significant problem loans
not already identified by management.   Management  will continue to review
the  findings  of  regulatory  examinations  and  comply  with   regulatory
recommendations.

A  deterioration  of  economic  conditions  and  real  estate  values could
adversely  affect  future  results,  leading  to  increased levels of  loan
charge-offs, provision for loan losses and nonaccrual  loans and reductions
in income and total capital.

<PAGE>


The  following  table  sets  forth the activity in the allowance  for  loan
losses for nine months ended September 30, 1995 and 1994.

<TABLE>
<CAPTION>
                                                               1995                     1994
                                                                     ($ in thousands)
<S>                                                         <C>                      <C>
Balance, January 1,                                          $3,341                   $3,024
Loans charged-off:
  Mortgages (1):
     Secured by residential property                            227                      173
     Commercial and other                                       648                      737
  Commercial                                                    420                      558
  Home equity                                                    35                      ---
  Consumer and other                                            123                      170
     Total loans charged-off                                  1,453                    1,638
Recoveries on amounts previously
charged-off:
  Mortgages:
     Secured by residential property                              1                       18
     Commercial and other                                        51                        7
  Commercial                                                     57                      271
  Home equity                                                    16                       16
  Consumer and other                                             50                      155
     Total recoveries                                           175                      467
     Net loans charged-off                                    1,278                    1,171
Provision charged to operating expenses                       1,125                    1,350
Other (2)                                                        89                      ---
Balance, September 30,                                       $3,277                   $3,203
</TABLE>

(1)INCLUDES WRITE-DOWNS OF LOANS  TRANSFERRED TO OTHER REAL ESTATE OWNED OF
   $94,000  FOR THE NINE  MONTHS  ENDED  SEPTEMBER 30, 1994.  NO LOANS WERE
 
   TRANSFERRED TO OREO DURING THE FIRST NINE MONTHS OF 1995.

(2)RECLASSIFICATION OF UNUTILIZED OREO RESERVE.


<PAGE>


OTHER REAL ESTATE OWNED

At  September  30,  1995,  the  Company  had no  other  real  estate  owned
properties ("OREO") in its possession as compared  to  September  30, 1994,
when  OREO  totaled $400,000.  OREO properties are carried at the lower  of
cost or estimated  fair  value.   During the first nine months of 1995, the
Company  recorded  $171,000  of  additional   write-downs  on  real  estate
properties  and  sold  real  estate properties with  a  carrying  value  of
$270,000, which resulted in a  net  gain  of $9,000 during the 1995 period.
During the first nine months of 1994, the Company  sold  properties  with a
carrying  value  of  $1,476,000  incurring losses of $101,000, a portion of
which had been previously accrued.   In  addition,  in the first quarter of
1994, the Company transferred a commercial office building, carried at $1.3
million, from OREO to banking premises after determining the building could
be utilized for future use in operations after the expiration  of  existing
leases. During the third quarter of 1994, the Bank acquired two residential
properties  through  foreclosure, carried at $561,000.  No properties  were
acquired through foreclosure or acquisition during the first nine months of
1995.  Further material  declines  in  the  real  estate market could cause
increases in the level of OREO, further losses or write-downs.

The  following table summarizes the changes in OREO  for  the  nine  months
ended September 30, 1995 and 1994.


<TABLE>
<CAPTION>
                                                              1995                      1994
                                                                   ($ in thousands)
<S>                                                      <C>                       <C>
Balance, January 1,                                        $   352                   $ 2,723
    Additions                                                  ---                       561
    Sales                                                     (270)                   (1,476)
    Write-downs                                               (171)                      ---
    Transfers to banking premises                              ---                    (1,349)
    Valuation allowance                                         89                       (59)
Balance, September 30,                                    $    ---                  $    400
</TABLE>


<PAGE>


OTHER OPERATING INCOME AND EXPENSE

The following  table  sets  forth  other  operating income and other operating
expense for the three month and nine month  periods  ended  September 30, 1995
and 1994, and the percentage change from period to period.

<TABLE>
<CAPTION>

                                                  Three Months Ended        % Change             Nine Months Ended         % Change
                                                     September 30,          1995 vs                September 30,            1995 vs
                                                   1995          1994          1994             1995          1994             1994
                                                   ($ in thousands)                                 ($ in thousands)
<S>      <C>                                  <C>          <C>           <C>           <C>              <C>           <C>
         Other Operating Income:
           Trust fees                           $   486      $    439          10.7%         $ 1,355       $ 1,251           8.3%
           Service charges on deposit               324           378        (14.3)            1,010         1,042         (3.1)
         accounts
           Realized security gains (losses) -         4           ---          100             (229)             3          N/M
         net
           Loan sale gains                            7            24       (70.8)                45           109       (58.7)
           Mortgage servicing fees                   36            41        (12.2)              101           113        (10.6)
           Other                                    134           133            .8              417           383           8.9
             Total other operating income       $   991       $ 1,015         (2.4)%         $ 2,699       $ 2,901         (7.0)%
         Other Operating Expense:
           Salaries and benefits                $ 1,411       $ 1,295           9.0%         $ 4,171       $ 3,912           6.6%
           Occupancy - net                          366           397         (7.8)            1,057         1,150         (8.1)
           Professional fees                        211           190          11.1              623           634         (1.7)
           FDIC insurance premiums                   17           180        (90.6)              370           517        (28.4)
           Data processing                          141           186        (24.2)              423           559        (24.3)
           Furniture and equipment                   73            85        (14.1)              211           258        (18.2)
           Other insurance premiums                  54            69        (21.7)              166           222        (25.2)
           Other real estate owned - net             62            53          17.0              171           270        (36.7)
           Other                                    420           351          19.7            1,126           990          13.7
         Total other operating expense          $ 2,755       $ 2,806         (1.8)%         $ 8,318       $ 8,512         (2.3)%
</TABLE>

       N/M = NOT MEASURABLE OR NOT MEANINGFUL


For the first nine months of 1995, total other operating income  declined 7.0%
to $2,699,000 from $2,901,000 in 1994, primarily due to a net loss of $229,000
realized  on the sale of securities in the available for sale portfolio.   The
security losses  were  incurred  in  connection  with the repositioning of the
available for sale portfolio in higher yielding government  agency securities.
Excluding these losses, total other operating income would have increased 0.9%
in 1995 over the comparable 1994 period.  For the third quarter of 1995, total
other operating income decreased 2.4% to $991,000 from $1,015,000 for the same
period in 1994.  Contributing factors are discussed below.


<PAGE>


Negatively impacting the first nine months of 1995 was a decline  in  gains
related to the sale of residential mortgage loans and a decline in mortgage
servicing  fees.   In the first nine months of 1994, the Company sold $12.6
million in residential mortgage loans at a premium, realizing a net gain of
$109,000 which also  included  origination fees that had been collected and
deferred in accordance with Financial  Accounting  Standards  No.  91.   In
contrast, net gains declined 58.7% during the first nine months of 1995, as
the Company sold $12.7 million in residential mortgage loans at a discount,
realizing  a net gain of $45,000, which includes deferred origination fees.
Loan sale gains,  in  1995,  were impacted by changes in market rates.  The
Company engages in the origination  of  residential  mortgage loans and the
sale of such loans based upon liquidity needs and to manage  interest  rate
risk.   Additionally,  the  average  balance  of residential mortgage loans
serviced for investors declined 8.0% to $43.8 million  in  1995 as compared
to  $47.6  million  in  1994, resulting in a decrease of 10.6% in  mortgage
servicing income for the  first nine months of 1995 as compared to the same
period of 1994.

Service charges on deposit accounts have decreased 3.1% to $1.0 million for
the first nine months of 1995  as compared to 1994, in part, due to a lower
volume of insufficient funds charges.

Positively impacting other income,  trust  fees increased 10.7% to $486,000
in  the third quarter of 1995 and 8.3% to $1,355,000  for  the  first  nine
months  of  1995  over  the  comparable  1994  periods.   This increase can
primarily  be  attributed to new wealth management and investment  services
offered in 1995 and an increase in estate fees.

The other income  category  increased 0.8% to $134,000 and 8.9% to $417,000
for  the three and nine month  periods  of  1995,  respectively,  over  the
comparable  1994 periods.  Contributing to this improvement was an increase
in fees related to equity lines of credit and wire transfer services.

For the nine months ended September 30, 1995, total other operating expense
decreased $194,000,  or  2.3% to $8,318,000 from $8,512,000 in 1994.  Total
other operating expense during  the third quarter of 1995 decreased $51,000
or 1.8% from $2,806,000 in 1994 to $2,755,000 in 1995.  These declines were
realized despite the Company's expansion  by  opening  an additional branch
facility  during  the  third quarter.  Contributing factors  are  discussed
below.

FDIC insurance premiums declined 90.6% and 28.4%, respectively in the three
and nine month periods of  1995.  The decrease is, in part, attributable to
a  rebate of insurance premiums  the  Company  received  from  the  Federal
Deposit  Insurance  Corporation  during the third quarter.  This action was
required due to statutory limits imposed  on the Bank Insurance Fund by the
Federal Deposit Insurance Corporation Improvement  Act of 1991.  Commencing
October  1, 1995, the Company's FDIC insurance premiums  will  decrease  by
approximately  80%  on  an annualized basis due to FDIC premium reductions.
In addition, the Company's  premium  was  reduced  due  to improved capital
levels.

Data  processing  expense  declined 24.2% and 24.3% in the three  and  nine
month  periods  of  1995  to $141,000  and  $423,000,  respectively.   This
reduction is due primarily  to the purchase of a new bank-wide hardware and
software system during the fourth  quarter  of 1994, substantially reducing
maintenance and equipment costs.

Insurance expense declined 21.7% to $54,000 in  the  third  quarter of 1995
and 25.2% for the nine month period in 1995 due to lower premium  costs for
the Company's insurance coverage.

<PAGE>

Furniture and equipment expense decreased 14.1% during the third quarter of
1995  and  18.2%  for  the nine month period as a result of assets becoming
fully depreciated, with minimal  purchases  of new  furniture or equipment.
   
Occupancy expense  also  declined in  1995 to  $366,000 and  $1,057,000 for
 
the three  and  nine  month  periods,  respectively, primarily  due  to the
consolidation of previously leased office space. This decline was realized,
 
in both furniture and  equipment expense and occupancy,  despite additional
costs related to the new branch opening.

Other real estate owned expense declined  36.7% to $171,000  for  the first
nine months of 1995,  as compared to the  1994 period  due to a significant
reduction in the levels of foreclosed properties.  The increase in  expense
in the  third  quarter  of 1995  as compared to the  same period in 1994 is
related to gains realized  on the sale of property  in the third quarter of
1994.

Offsetting  these  decreases,  was  an increase in salaries and benefits of
9.0%  in the third quarter and 6.6% for  the  first  nine  months  of  1995
primarily  as  a  result  of  a new bonus and incentive program implemented
during 1995, along with an increase  in the Company's matching contribution
to the employee 401(k) Plan.  The addition  of  staff  for  the  new branch
facility also impacted third quarter 1995 expenses.

In  addition,  the  other  expense  category  increased  19.7% in the third
quarter and 13.7% for the nine month period in 1995, primarily  as a result
of  an increase in advertising costs associated with the promotion  of  new
Trust  services.   Also impacting the respective periods was an increase in
forms and supplies related  to  the  installation  of  the new hardware and
software  system  as well as other costs related to the opening  of  a  new
branch facility.

Professional fees increased 11.1% to $211,000 in the third quarter of 1995,
primarily due to an increase in consulting and actuary fees.  For the first
nine months of 1995,  however,  professional fees declined 1.7% as compared
to 1994, primarily due to lower collection  and  legal fees associated with
lower levels of nonperforming assets.

INCOME TAXES

The  Company pays minimum income taxes as a result  of  utilizing  its  net
operating  loss  carryforwards.  During the nine months ended September 30,
1995 and 1994, the  Company  recorded  a deferred tax benefit of $1,218,000
and $1,100,000, respectively.  See Note  3  to  the  accompanying unaudited
consolidated financial statements for further discussion.

FINANCIAL POSITION

Total  assets at September 30, 1995 aggregated $296,593,000  compared  with
$283,504,000  at  December  31,  1994.   Total  loans  were $178,051,000 at
September 30, 1995, versus $186,648,000 at December 31,  1994.  The decline
in  loans  is primarily attributable to the payoff of four large loans  and
the sale of  residential mortgage  loans in excess of  residential mortgage
originations.  Noninterest-bearing deposits decreased, totaling $71,828,000
at  September 30, 1995, compared  with  $72,972,000  at  December 31, 1994.
  
Interest-bearing deposits totaled $186,944,000 at September 30, 1995 versus
$180,986,000 at December 31, 1994. The balance of short-term borrowings was
$10,735,000 at September 30, 1995  and  $10,484,000  at  December 31, 1994.
  
Secured  borrowings and  securities  sold under  repurchase  agreements are
included in short-term borrowings.

<PAGE>


Beginning December 31, 1992, banks and bank holding companies were required
to  have a minimum risk-based capital ratio of 8.00%.  The Company's  total
capital as a percentage of risk-weighted assets was 13.91% at September 30,
1995, as compared to 10.45% at December 31, 1994.

An additional  capital  requirement  is  a minimum leverage ratio of Tier 1
capital  to  total  quarterly average assets  (leverage  ratio),  which  is
intended to supplement  the risk-based capital guidelines.  As discussed in
Note 2 to the accompanying unaudited consolidated financial statements, the
most highly rated banks and  bank  holding companies are expected to meet a
minimum Tier 1 leverage ratio of 3.00%  with  other  institutions meeting a
leverage ratio of 4.00% to 5.00%. The Company's leverage ratio at September
30, 1995 was 8.11%, exceeding the minimum requirements.

The Company's capital resources are discussed further  in  Note  2  to  the
September  30,  1995 unaudited consolidated financial statements and in the
Capital Resources section included elsewhere herein.


LIQUIDITY

Liquidity  management   involves   the   ability  to  meet  the  cash  flow
requirements of depositors who want to withdraw funds or borrowers who need
assurance  that sufficient funds will be available  to  meet  their  credit
needs. The objective  of  asset  liquidity  management  is to determine and
maintain  an  appropriate level of liquid interest-earning  assets.   Aside
from cash on hand  and due from banks, the Company's more liquid assets are
Federal funds sold and  securities  available  for sale.  On a daily basis,
the Company lends its excess funds to other commercial institutions in need
of Federal funds.  Such cash and cash equivalents  totaled  $23,135,000  or
7.8% of total assets at September 30, 1995, as compared with $17,924,000 or
6.3%  of  total assets at December 31, 1994.  Securities available for sale
were $42,062,000  at  September  30,  1995  compared  with  $27,276,000  at
December 31, 1994.

Demand  deposits,  regular  savings, money market accounts and NOW deposits
from consumer and commercial  customers  are  a relatively stable, low cost
source  of funds which comprise a substantial portion  of  funding  of  the
Company's  interest-earning  assets.   Other  sources  of  asset  liquidity
include  loan and mortgage-backed security principal and interest payments,
maturing securities and loans, and earnings on investments.

In addition,  the Bank has two unsecured lines of credit with correspondent
banks totaling  $5,000,000.   There were no borrowings under these lines at
September 30, 1995.

During the second quarter of 1995,  the Bank became a member of the Federal
Home Loan Bank of Boston ("FHLBB").   Services offered by the FHLBB include
an unsecured credit line of up to a maximum of 2% of the Bank's assets, and
collateralized fixed and variable rate  borrowings.   At September 30, 1995
these  available  lines amounted to $17.1 million.  The FHLBB  also  offers
cash management services,  investment  services,  as  well  as  lower  cost
advances for affordable housing or community investment programs.  The Bank
did not have any borrowings with the FHLBB as of September 30, 1995.

<PAGE>

Additional  sources  of  liquidity are available to the Company through the
Federal Reserve Bank's discount  window  and the sale of certain investment
securities  to securities firms and correspondent  banks  under  repurchase
agreements.  Such agreements are generally short-term. The discount window,
if needed, would  allow the Company to cover any short-term liquidity needs
without reducing earning assets.

Management believes the above sources of liquidity are adequate to meet the
Company's funding needs in 1995 and in the foreseeable future.  The Company
has minimal operations and therefore does not generate a significant amount
of funds.  Dividends paid by the Company are funded utilizing proceeds from
the exercise of warrants  and  options and dividends received from the Bank
(although no dividends were paid  by  the  Bank  in 1995).  Excess proceeds
from the exercise of warrants and options may from  time to time, result in
a loan to the Bank by Bancorp.  At September 30, 1995, Bancorp had loaned a
total of $907,000 to the Bank under such arrangement.

The following table provides a summary of outstanding  loan  and  lines  of
credit commitments and standby letters of credit at September 30, 1995.
<TABLE>
<CAPTION>
                                             ($ in thousands)
<S>                                                  <C>
Loan commitments:
  Residential mortgage                                $    916
  Residential construction                                 439
  Total                                                  1,355
Lines of Credit commitments:
  Commercial                                            11,044
  Home equity                                           16,857
  Personal                                               2,318
  Total                                                 30,219
Commercial letters of credit                                 5
Standby letters of credit                                1,824
  Total                                                  1,829

Total commitments and letters of credit               $ 33,403
</TABLE>

ASSET/LIABILITY MANAGEMENT

The  Company's asset/liability management program focuses on maximizing net
interest  income  while  minimizing  balance sheet risk by maintaining what
management considers to be an appropriate  balance  between  the  volume of
assets  and  liabilities  maturing or subject to repricing within the  same
interval.  Asset/liability  management also focuses on maintaining adequate
liquidity and capital. Interest  rate sensitivity has a major impact on the
Company's  earnings.   Proper  asset/liability   management   involves  the
matching of short-term interest sensitive assets and liabilities  to reduce
interest rate risk.  Interest rate sensitivity is measured by comparing the
dollar difference between the amount of assets repricing within a specified
time  period and the amount of liabilities repricing within the  same  time
period.   This  dollar difference is referred to as the rate sensitivity or
maturity "GAP".


<PAGE>


Management's goal  is to maintain a cumulative one year GAP of under 10% of
total assets. At September  30,  1995  the  cumulative  one  year  GAP as a
percentage  of  total  assets  was  2.18%.   The  Company  concentrates  on
originating adjustable rate loans to hold in its loan portfolio in order to
reduce interest rate risk.  Deregulation of deposit instruments has allowed
the  Company  to  generate deposit liabilities whose repricing more closely
matches that of its loans.

The following table  provides  detail  reflecting the approximate repricing
intervals for rate-sensitive assets and liabilities at September 30, 1995:


<TABLE>
<CAPTION>
                                                           Maturity/Repricing Intervals
                                                          Over
                                                         3 Mos
                                       3 Months        through          1 - 5         Over 5
                                        or Less         1 Year          Years          Years          Total
                                                              ($ in thousands)
<S>                                <C>             <C>            <C>            <C>            <C>
Rate-Sensitive Assets:
  Loans(1)                            $  77,191       $ 47,550       $ 32,883       $ 17,030       $174,654
  Investment securities (2)              42,486          1,194         34,996          6,767         85,443
  Federal funds sold and other            9,239            ---            ---            ---          9,239
Total rate-sensitive assets             128,916         48,744         67,879         23,797        269,336

Rate-Sensitive Liabilities:
  NOW & Money market deposits            67,186            ---            ---            ---         67,186
  Certificates of deposit and            24,622         36,248         13,557            ---         74,427
other
  Savings deposits                       45,331            ---            ---            ---         45,331
  Short-term borrowings                  10,735            ---            ---            ---         10,735
Total rate-sensitive liabilities        147,874         36,248         13,557            ---        197,679

GAP                                   $ (18,958)      $ 12,496       $ 54,322       $ 23,797       $ 71,657
Cumulative GAP                        $ (18,958)     $  (6,462)      $ 47,860       $ 71,657
Cumulative percentage of
  rate-sensitive assets to
  rate-sensitive liabilities                 87%            97%           124%           136%
</TABLE>

         (1)  EXCLUDES NONACCRUAL LOANS OF $3,397,000.
         (2)  SECURITIES AVAILABLE FOR SALE  ARE  INCLUDED  IN  THE "3 MONTH OR
LESS" CATEGORY.


The  time  periods  indicated  in  the  table represent the shorter of  the
remaining time before the asset or liability  matures  or  can be repriced.
The principal amount of each asset and liability is included  in the period
in which it matures or reprices.

Nonaccrual  loans  have  been  excluded  from  the  rate-sensitive  assets.
Regular savings accounts, money market accounts and NOW deposits have  been
included in the "3 Months or Less" category.   However, these deposits have
historically  remained  stable and are an  integral part  of the  Company's
funding and asset/liability management strategy.


<PAGE>


Noninterest-bearing demand deposits  of $71,828,000 have been excluded from
the table.  These deposits, which also  have  historically been stable, are
used to fund net interest rate sensitive assets beyond three months.

One measure of interest rate sensitivity is the  excess  or  deficiency  of
assets  that  mature  or  reprice  in  one  year  or less.  As shown in the
preceding table, rate-sensitive assets that mature  or  reprice in one year
total $177,660,000 and rate-sensitive liabilities that mature or reprice in
one  year  total  $184,122,000.   The  resulting  negative one  year  rate-
sensitive GAP is $6,462,000.  During periods of rising  interest  rates,  a
negative  GAP  position  can  be  a  disadvantage  if  more  rate-sensitive
liabilities than rate-sensitive assets reprice at higher rates, creating an
adverse  impact  on  net  interest  income.  This  impact  may be mitigated
somewhat  if  the  level  of  nonaccrual loans and other real estate  owned
declines, resulting in an increase  in  rate-sensitive  assets.   During  a
falling  rate  environment,  a  negative  rate  GAP  can  be  an advantage.
However,  the  impact of rising and falling interest rates on net  interest
income may not directly  correlate  to  the  Company's  GAP  position since
interest  rate  changes  and the timing of such changes can be impacted  by
management's actions as well  as  by  competitive  and  market factors.  As
interest  rates change, rates earned on assets do not necessarily  move  in
parallel with rates paid on liabilities.


CAPITAL RESOURCES

Stockholders'  equity  increased  to $23,232,000 at September 30, 1995 from
$16,398,000 at December 31, 1994, primarily  due  to earnings of $5,367,000
and  the  exercise of 1,997,000 warrants by preferred  stockholders,  which
resulted in additional capital of $1,498,000.  Additionally, a $324,000 net
change in unrealized  appreciation  of  the  securities  available for sale
portfolio at September 30, 1995 positively impacted stockholders' equity as
compared to December 31, 1994.  Stockholder's equity was further reduced by
the payment of dividends, which the Company resumed in 1995.

At September 30, 1995, the Company's Tier 1 capital to average assets ratio
(leverage  ratio)  was  8.11% and its total capital to risk-weighted  asset
ratio was 13.91%, exceeding minimum requirements.


<PAGE>


PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

           Not applicable.


Item 2.  CHANGES IN SECURITIES

           Not applicable.


Item 3.  DEFAULTS UPON SENIOR SECURITIES

           Not applicable.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

           Not applicable.


Item 5.  OTHER INFORMATION

           Not applicable.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (i)    The exhibits  that  are  filed with this Form 10-Q, or that
are incorporated by reference, are set forth in the following exhibit index.

        (ii)    No reports on Form 8-K were  filed during the quarter ended
September 30, 1995.


<PAGE>


EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No.                     Description                                      Reference
<S>                             <C>                                              <C>

3(a)                            Restated Certificate                             Exhibit 3(a) to
                                  of Incorporation                                 Annual Report
                                  filed May 16, 1990                               on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1991
3(b)                            Certificate of                                   Exhibit 3(b) to
                                   Designation filed                               Annual Report
                                   February 21, 1992                               on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1991
3(c)                            By-Laws, as amended                              Exhibit 3(b) to
                                  effective                                        Annual Report
                                  October 25, 1990                                 on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1990
3(d)                            By-Laws, as amended                              Exhibit 3(d) to
                                  effective                                        Annual Report
                                  April 29, 1993                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1992
4(a)                            Specimen Common Stock                            Exhibit 4 to
                                  Certificate                                      Registration
                                                                                   Statement
                                                                                   No. 2-93773
4(b)                            Specimen Series A                                Exhibit 4(b) to
                                  Convertible                                      Annual Report
                                  Preferred Stock                                  on Form 10-K
                                  Certificate                                      for the year ended
                                                                                   December 31, 1991
4(c)                            Specimen Warrant                                 Exhibit 4(c) to
                                  Certificate                                      Annual Report
                                                                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1991
10(a)                           Weston Lease dated                               Exhibit 10(c) to
                                  June 5, 1979                                     Registration
                                                                                   Statement
                                                                                   No. 2-93773

</TABLE>


<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                     Description                                      Reference
<S>                             <C>                                              <C>

10(b)                           Weston lease dated                               Exhibit 10(e) to
                                  August 23, 1979                                  Annual Report
                                                                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1989
10(c)                           Weston lease modification                        Exhibit 10(c) to
                                  dated July 1, 1993                               Annual Report
                                                                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1993
10(d)                           Trust Department lease                           Exhibit 10(e) to
                                  dated November 7, 1986                           Annual Report
                                                                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1992
10(e)                           Gault Building lease                             Exhibit 10(f) to
                                  dated April 1, 1987                              Annual Report
                                                                                   on Form 10-K
                                                                                   for the year ended
                                                                                   December 31, 1992
10(f)                           Shelton Operations                               Exhibit 10(h) to
                                  Center lease dated                               Annual Report
                                  March 22, 1991                                   on Form 10-K for
                                                                                   the year ended
                                                                                   December 31, 1991

10(g)(1)                        Agreements with                                  Exhibit 10(i)(1) to
                                  Certain Executives:                              Annual Report
                                  Employment & Option                              on Form 10-K for
                                  Agreements for:                                  the year ended
                                  A) Michael H. Flynn                              December 31, 1992
                                  B) Thomas P. Bilbao
                                  C) Richard T. Cummings, Jr.
                                  Executive Agreement for:
                                  A) Arnold Levine


</TABLE>


<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                     Description                                        Reference
<S>                             <C>                                                <C>

10(g)(2)                        Agreements of Waiver of                            Exhibit 10(i)(2) to
                                  certain provisions of                              Annual Report
                                  agreements with                                    on Form 10-K
                                  executives identified                              for the year ended
                                  as Exhibit 10(g)(1)                                December 31, 1992
                                  above:
                                  Employment & Option
                                  Agreements for:
                                  A) Michael H. Flynn
                                  B) Richard T. Cummings, Jr.
                                  Executive Agreement for:
                                  A) Arnold Levine
10(g)(3)                        Stock Option                                       Exhibit 10(i)(3) to
                                  Agreements with                                    Annual Report
                                  Executives:                                        on Form 10-K
                                  A) Michael H. Flynn                                for the year ended
                                  B) Thomas P. Bilbao                                December 31, 1992
                                  C) Richard T. Cummings, Jr.
10(g)(4)                        Employment Agreement with                          Exhibit 10(i)(4) to
                                      Richard L. Card                                Annual Report
                                                                                     on Form 10-K
                                                                                     for the year ended
                                                                                     December 31, 1993
10(g)(5)                        Stock Option Agreements with                       Exhibit 10(i)(5) to
                                  Certain Executives:                                Annual Report
                                  A) William B. Laudano, Jr.                         on Form 10-K
                                  B) Richard L. Card                                 for the year ended
                                                                                     December 31, 1993
10(g)(6)                        Employment Agreement with                          Exhibit 10(g)(6) to
                                  William B. Laudano, Jr.                            Annual Report
                                                                                     on form 10-K
                                                                                     for the year ended
                                                                                     December 31, 1994
10(h)                           Supplemental Executive                             Exhibit 10(j) to
                                  Retirement Plan dated                              Annual Report
                                  July, 1987                                         on Form 10-K
                                                                                     for the year ended
                                                                                     December 31, 1992
</TABLE>


<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                     Description                                        Reference
<S>                             <C>                                                <C>

10(i)                           Directors Retirement                               Exhibit 10(m) to
                                  Plan                                               Annual Report
                                                                                     on Form 10-K
                                                                                     for the year ended
                                                                                     December 31, 1992

10(j)                           1985 Incentive Stock                               Exhibit 10(n) to
                                  Option Plan restated                               Annual Report
                                  January 1, 1990                                    on Form 10-K
                                                                                     for the year ended
                                                                                     December 31, 1992
11                              Statement Regarding                                Filed herewith
                                  Computation of Per
                                  Share Earnings
27                              Financial Data Schedule                            Filed herewith





</TABLE>

<PAGE>


                                SIGNATURES


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


                                      WESTPORT BANCORP, INC.





DATE  NOVEMBER 9, 1995             BY  /S/MICHAEL H. FLYNN
                                       Michael H. Flynn
                                       President
                                       Chief Executive Officer




DATE  NOVEMBER 9, 1995             BY  /S/WILLIAM B. LAUDANO, JR.
                                       William B. Laudano, Jr.
                                       Senior Vice President
                                       Chief Financial Officer
                                       Chief Accounting Officer

<PAGE>

Exhibit 11 - Statement Regarding Computation of Per Share Earnings
<TABLE>
<CAPTION>

                                                                    Three Months Ended September 30,
<S>                                            <C>                               <C>
                                                                         1995                      1994
INCOME BEFORE ADJUSTMENT                                         $  2,125,000             $   1,958,000
INTEREST ADJUSTMENT (1)                                                   ---                    22,000
NET INCOME                                                       $  2,125,000             $   1,980,000
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                        5,373,006                 3,197,404
WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK EQUIVALENTS:
  Net shares assumed to be issued for
    dilutive stock options and warrants                               866,0162,654,460
  Shares assumed to be issued on
    conversion of preferred stock                                   4,235,000                 4,395,000
TOTAL WEIGHTED AVERAGE COMMON
   AND COMMON EQUIVALENT SHARES
   OUTSTANDING                                                     10,474,022                10,246,864
EARNINGS PER COMMON SHARE                                      $         0.20            $         0.19
</TABLE>
<TABLE>
<CAPTION>

                                                                    Nine Months Ended September 30,
<S>                                            <C>                               <C>
                                                                         1995                      1994
INCOME BEFORE ADJUSTMENT                                         $  5,367,000             $   3,149,000
INTEREST ADJUSTMENT (1)                                                   ---                    55,000
NET INCOME                                                       $  5,367,000             $   3,204,000
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                        4,469,681                 3,127,736
WEIGHTED AVERAGE NUMBER OF
   COMMON STOCK EQUIVALENTS:
  Net shares assumed to be issued for
    dilutive stock options and warrants                             1,522,6692,654,460
  Shares assumed to be issued on
    conversion of preferred stock                                   4,303,571                 4,395,000
TOTAL WEIGHTED AVERAGE COMMON
   AND COMMON EQUIVALENT SHARES
   OUTSTANDING                                                     10,295,922                10,177,196
EARNINGS PER COMMON SHARE                                      $         0.52           $          0.31
</TABLE>

(1)Pursuant  to  the  "treasury  stock method" - represents  an  adjustment  to
   interest from the assumed use   of  a  portion  of  the  proceeds  from  the
   exercise  of  options  and  warrants  to  retire  a  portion  of  short-term
   borrowings in 1994.



<PAGE>