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

                                   FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For quarter ended           September 30, 1996
                            ------------------

Commission file number      33-47248
                            --------

                                WEETAMOE BANCORP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Massachusetts                               04-3061936
------------------------------------     ---------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification Number)
   incorporation or organization)


        100 Slade's Ferry Avenue
        Somerset, Massachusetts                              02726
----------------------------------------        --------------------------------
(Address of principal executive offices)                   (Zip Code)


                                  (508) 675-2121
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Check 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 past 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 [ ]

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

Common stock ($.01 par value) 2,770,276.611 shares as of September 30, 1996.

Traditional Small Business Disclosure Format:

                              Yes [X]       No [ ]


<PAGE>  1


                                     PART I

ITEM 1

Financial Statements

                                WEETAMOE BANCORP
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     September 30, 1996      December 31, 1995
                                                     ------------------      -----------------

<S>                                                     <C>                    <C>
ASSETS:
Cash and due from banks                                 $  15,995,402          $   9,039,970
Federal funds sold                                         16,300,000              9,500,000
Investment securities(1)                                   17,450,671             21,835,682
Securities available for sale(2)                           35,156,293             36,730,660
Federal Home Loan Bank Stock                                  890,600                290,700
Loans (net)                                               194,528,940            148,069,415
Premises and equipment                                      5,808,123              3,700,054
Other real estate owned                                       549,849                633,467
Accrued interest receivable                                 1,312,927              1,820,323
Goodwill                                                    3,595,051                      0
Other assets                                                2,523,115              1,801,383
                                                        ------------------------------------
TOTAL ASSETS                                            $ 294,110,971          $ 233,421,654
                                                        ====================================
LIABILITIES & STOCKHOLDERS' EQUITY:
Deposits                                                $ 271,510,548          $ 214,220,689
Short term borrowing                                        2,491,441                741,773
Other liabilities                                           1,079,961                632,467
                                                        ------------------------------------
TOTAL LIABILITIES                                       $ 275,081,950          $ 215,594,929
STOCKHOLDERS' EQUITY:
Common stock                                                   27,703                 26,172
Paid in capital                                            14,447,931             13,136,923
Retained earnings                                           4,791,195              4,630,608
Net unrealized gain (loss) on investments in 
 available for sale securities                               (237,808)                33,022
                                                        ------------------------------------
TOTAL STOCKHOLDERS' EQUITY                              $  19,029,021          $  17,826,725
                                                        ------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                $ 294,110,971          $ 233,421,654
                                                        ====================================

<FN>
-------------------
<F1> Investment  securities  are to be held to  maturity  and have a fair market
     value  of  $17,292,034  as of  September  30,  1996 and  $21,973,518  as of
     December 31, 1995.

<F2> Securities  classified  as Available for Sale are stated at fair value with
     any unrecognized gains or losses reflected as an adjustment in Stockholders
     Equity.
</FN>
</TABLE>


<PAGE>  2


                  CONSOLIDATED STATEMENT OF INCOME AND EXPENSE
                                   (UNAUDITED)
                          9 MONTHS ENDING SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                         1996              1995
                                                     ------------      ------------

<S>                                                  <C>               <C>
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans                           $ 11,113,571      $  9,387,933
Interest and dividends on investments                   2,168,643         2,258,995
Other interest                                            568,837           401,325
                                                     ------------------------------
      Total interest and dividend income               13,851,051        12,048,253
                                                     ------------------------------
INTEREST EXPENSE:
Interest on deposits                                    6,478,735         5,484,422
Interest on other borrowed funds                           46,812            50,173
                                                     ------------------------------
      Total interest expense                            6,525,547         5,534,595
                                                     ------------------------------
      Net interest and dividend income                  7,325,504         6,513,658
                                                     ------------------------------
PROVISION FOR LOAN LOSSES                                 400,000           450,000
      Net interest and dividend income after
       provision for loan losses                        6,925,504         6,063,658
                                                     ------------------------------
OTHER INCOME:
Service charges on deposit accounts                       641,830           563,842
Security gains (losses) net                               101,248           (13,565)
Other income                                              201,591           184,104
                                                     ------------------------------
      Total other income                                  944,669           734,381
                                                     ------------------------------
OTHER EXPENSE:
Salaries and employee benefits                          3,136,818         3,003,739
Occupancy expense                                         405,079           357,545
Equipment expense                                         342,249           309,979
Loss (Gain) on sale of other real estate owned               (657)            3,773
Write down of other real estate owned                      30,000            54,578
Other expense                                           1,302,894         1,297,799
                                                     ------------------------------
      Total other expense                               5,216,383         5,027,413
                                                     ------------------------------
Income before income taxes                              2,653,790         1,770,626
Income taxes                                            1,032,400           668,977
                                                     ------------------------------
NET INCOME                                           $  1,621,390      $  1,101,649
                                                     ==============================
Earnings per share                                   $       0.59      $       0.40
                                                     ==============================
Average shares outstanding(3)                           2,757,051         2,730,792
                                                     ==============================

<FN>
-------------------
<F3> Adjusted for 5% stock dividend issued in 1996.
</FN>
</TABLE>


<PAGE>  3


                  CONSOLIDATED STATEMENT OF INCOME AND EXPENSE
                                   (UNAUDITED)
                          3 MONTHS ENDING SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                     1996             1995
                                                  -----------      -----------

<S>                                               <C>              <C>
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans                        $ 4,138,553      $ 3,252,113
Interest and dividends on investments                 637,218          847,807
Other interest                                        202,807          164,883
                                                  ----------------------------
      Total interest and dividend income            4,978,578        4,264,803
                                                  ----------------------------
INTEREST EXPENSE:
Interest on deposits                                2,250,774        2,142,824
Interest on other borrowed funds                       23,060           16,646
                                                  ----------------------------
      Total interest expense                        2,273,834        2,159,470
                                                  ----------------------------
      Net interest and dividend income              2,704,744        2,105,333
                                                  ----------------------------
PROVISION FOR LOAN LOSSES                             100,000          150,000
      Net interest and dividend income
       after provision for loan losses              2,604,744        1,955,333
                                                  ----------------------------
OTHER INCOME:
Service charges on deposit accounts                   226,878          187,667
Security gains (losses) net                             8,688            1,564
Other income                                           67,587           59,339
                                                  ----------------------------
      Total other income                              303,153          248,570
                                                  ----------------------------
OTHER EXPENSE:
Salaries and employee benefits                      1,159,356        1,030,038
Occupancy expense                                     151,064          123,387
Equipment expense                                     133,482          106,332
Loss on sale of other real estate owned                     0            3,965
Write down of other real estate owned                       0           40,000
Other expense                                         535,423          402,702
                                                  ----------------------------
      Total other expense                           1,979,325        1,706,424
                                                  ----------------------------
Income before income taxes                            928,572          497,479
Income taxes                                          381,736          183,701
                                                  ----------------------------
NET INCOME                                        $   546,836      $   313,778
                                                  ============================
Earnings per share                                $      0.20      $      0.11
                                                  ============================
Average shares outstanding(1)                       2,768,750        2,735,648
                                                  ============================

<FN>
-------------------
<F1> Adjusted for 5% stock dividend issued in 1996.
</FN>
</TABLE>


<PAGE>  4


                         WEETAMOE BANCORP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         Nine Months Ended September 30
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               1996             1995
                                                           ------------     ------------

<S>                                                        <C>              <C>
Reconciliation of net income to net cash used in 
 operating activities:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                 $  1,621,390     $  1,101,649
Adjustments to reconcile net income to net cash 
 used in operating activities:
  Amortization of organization cost                                   0            3,440
  Amortization of goodwill                                       40,000                0
  Depreciation and amortization                                 337,711          315,728
  Securities available for sale (gains) losses, net            (101,248)          13,565
  Provision for loan losses                                     400,000          450,000
  Decrease in taxes payable                                    (640,292)        (117,516)
  (Increase) decrease in interest receivable                    925,292         (155,177)
  Increase (decrease) in interest payable                       (53,124)          39,791
  Increase in accrued expenses                                   83,518          227,856
  (Increase) decrease in prepaid expenses                       (12,832)           5,888
  Accretion of securities, net of amortization                 (116,354)         (43,386)
  Accretion of securities available for sale, 
   net of amortization                                         (200,556)         (29,658)
  Loss (gain) on sale of other real estate owned                   (657)           3,773
  Writedown of other real estate owned                           30,000           54,578
  Change in unearned income                                      (5,183)          54,850
  (Increase) decrease in other assets                           274,772         (169,506)
  Increase in other liabilities                                  72,742          466,450
                                                           -----------------------------
  Net cash provided by operating activities                $  2,655,179     $  2,222,325
                                                           -----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash and cash equivalents used in acquisition, 
   net of cash acquired                                      (4,955,131)               0
  Purchases of securities available for sale                 (4,577,091)      (6,665,043)
  Maturities of securities available for sale                10,482,738        2,293,079
  Sales of securities available for sale                        825,091        1,317,478
  Proceeds from sale of other real estate owned                 254,124          196,227
  Proceeds from maturities of investment securities          15,777,672       10,555,752
  Purchases of investment securities                        (10,315,755)     (20,863,651)
  Net increase in loans                                     (14,764,692)     (11,252,516)
  Capital expenditures                                         (756,527)        (107,788)
  Purchases of Federal Home Loan Bank Stock                    (409,400)               0
  Recoveries of previously charged-off loans                    408,942           24,592
  Increase in time deposits                                       6,688                0
  (Increase) decrease in federal funds sold                   9,575,000      (11,500,000)
                                                           -----------------------------
  Net cash provided by (used in) investing activities         1,551,659      (36,001,870)
                                                           -----------------------------
</TABLE>


<PAGE>  5



                         WEETAMOE BANCORP AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         Nine Months Ended September 30
                                   (Unaudited)
                                   (Continued)


<TABLE>
<CAPTION>
                                                               1996             1995
                                                           ------------     ------------

<S>                                                        <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of stock                               186,591          152,470
  Net increase (decrease) in demand deposits, NOW, 
   money market and savings accounts                          3,671,259       (8,351,538)
  Net increase (decrease) in time deposits                   (1,239,101)      42,899,052
  Net increase in short-term borrowing                          674,668          194,310
  Dividends paid                                               (334,855)        (302,355)
  Decrease in notes payable                                    (209,968)               0
                                                           -----------------------------
  Net cash provided by (used in) financing activities         2,748,594       34,591,939
                                                           -----------------------------
  Net increase (decrease) in cash and cash equivalents        6,955,432          812,394
  Cash and cash equivalents at beginning of period            9,039,970        7,438,167
                                                           -----------------------------
  Cash and cash equivalents at end of period               $ 15,995,402     $  8,250,561
                                                           =============================
SUPPLEMENTAL DISCLOSURES:
  Loans originating from sales of Other Real Estate 
   Owned                                                   $    110,000     $     60,000
  Interest paid                                               6,525,547        5,494,804
  Income taxes paid                                           1,672,692          786,493
  Loans transferred to Other Real Estate Owned                   37,000        1,298,104
  Assets and liabilities acquired in acquisition:
    Investments                                              22,823,875
    Loans                                                    32,556,453
    Fixed assets                                              1,689,253
    Other assets                                                811,257
    Deposits                                                 54,848,701
    Other liabilities                                         1,695,573
    Goodwill                                                  3,618,567
</TABLE>


<PAGE>  6


          WEETAMOE BANCORP AND SUBSIDIARY, SLADE'S FERRY TRUST COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               September 30, 1996


Note A - Basis of Presentation
------------------------------

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and the instructions to Form 10QSB and,  accordingly,  do
not include all of the information and footnotes  required by generally accepted
accounting principles for complete financial  statements.  In the opinion of the
management of Weetamoe Bancorp, all adjustments  (consisting of normal recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for  the  nine  months  ended  September  30,  1996  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1996.


Note B - Accounting Policies
----------------------------

The accounting  principles  followed by Weetamoe  Bancorp and subsidiary and the
methods of applying these principles which materially  affect the  determination
of financial position,  results of operations,  or changes in financial position
are consistent with those used at year end 1995.

The   consolidated   financial   statements  of  Weetamoe  Bancorp  include  its
wholly-owned subsidiary,  Slade's Ferry Trust Company, and its subsidiaries, the
Slade's Ferry Realty Trust and the Slade's  Ferry  Securities  Corporation.  All
significant intercompany balances have been eliminated.


ITEM 2

Management's Discussion and Analysis
------------------------------------


Financial Condition
-------------------

The merger  agreement  previously  entered into on May 15, 1996 between Weetamoe
Bancorp and its subsidiary,  Slade's Ferry Trust Company, with Fairbank Inc. and
its wholly owned  subsidiary,  the National Bank of Fairhaven was consummated on
August 23, 1996. The agreement provided that Slade's Ferry Trust Company acquire
Fairbank Inc. and its wholly owned  subsidiary,  the National Bank of Fairhaven,
by a cash  outlay  paid  by  Slade's  Ferry  Trust  Company,  of  $8,558,800  to
stockholders of Fairbank, Inc. without any issuance of Weetamoe Bancorp stock.

The cash  payment  resulted in a premium  paid above the book value of Fairbank,
Inc. of $3.6 Million, which is classified as Goodwill. Also included in Goodwill
is the net  adjustment  of book values to market  values of loans,  investments,
buildings and equipment, deposits and notes payable. Goodwill is to be amortized
over a fifteen year period.

Assets  acquired  totaled $62.2 Million which  comprised of loans totaling $33.1
Million,  Allowance  for  Possible  Loan  Losses  of  $0.5  Million,  investment
portfolio  of $6.4  Million,  cash and  deposits at other banks  totaling  $20.0
Million, and other assets amounting to $3.2 Million.

Included  in the  $3.2  Million  of  other  assets  acquired  is a main  banking
facility,  with 13,000 square feet of banking space, located on a 118,048 square
foot parcel of land in  Fairhaven,  Massachusetts.  This  facility has a current
market value of $1.4 Million.  In addition,  a leased branch facility located in
New Bedford was also  retained.  These two  offices  became  branches of Slade's
Ferry Trust Company, which now totals nine banking sites located in southeastern
Massachusetts.

Consolidated  assets at  September  30, 1996  increased  to $294.1  Million from
$233.4  Million  reported on December 31,  1996.  This  increase  was  primarily
attributable to the acquisition.

The loan  portfolio  grew  significantly  apart from the $33.1  Million in loans
associated  with the  merger.  Loans at end of the  third  quarter  in 1996 were
$197.7 Million up by $46.7 Million from $151.1 Million  reported on December 31,
1995.  Growth  in  loans  is  a  continued  result  of  the  Company's  business
development efforts. Funding for the new loans was provided from the proceeds of
investment  securities  that  had  matured.  These  securities  were  previously
purchased as an alternative investment when loan demand was stagnant.

The loan  portfolio  that was  acquired  through  the  merger  process  from the
National  Bank of  Fairhaven  was  comprised  of  commercial  real estate  loans
totaling  $15.7  Million,  business  time  and  demand  loans  of $8.0  Million,
residential real estate loans totaling $6.0 Million, business lines of credit of
$2.2 Million and $1.2 Million in business and personal installment loans.

The  investment  portfolio  is  comprised  of  investments  Held to Maturity and
securities Available for Sale. The total portfolio,  which includes $6.4 Million
acquired  through the merger,  decreased from $58.9 Million reported on December
31, 1995 to $53.3  Million on  September  30,  1996.  This net  decrease of $5.6
Million was used for funding the new additional loans, as aforementioned.

Investments in Held-to-Maturity  securities are carried at amortized cost on the
balance sheet and are summarized as follows as of September 30, 1996.


<TABLE>
<CAPTION>
                                                                                              Gross
                                                                              Gross         Unrealized
                                                          Amortized        Unrealized        Holding          
                                                          Cost Basis      Holding Gains       Losses        Fair Value
                                                         ------------     -------------     ----------     ------------


<S>                                                      <C>                 <C>            <C>            <C>
Debt securities issued by the U. S. Treasury and 
 other U. S. Government corporations and agencies        $ 11,573,992        $ 15,203       $  78,539      $ 11,510,656


Debt securities issued by states of the United 
 States and political subdivisions of the states            5,605,871          18,029          75,052         5,548,848

Mortgage-backed securities                                    264,808              84          38,363           226,529
Other debt securities                                           6,000               1               0             6,001
                                                         --------------------------------------------------------------
                                                         $ 17,450,671        $ 33,317       $ 191,954      $ 17,292,034
                                                         ==============================================================
</TABLE>


Investments  in Available for Sale  securities  are carried at amortized cost on
the balance sheet and are summarized as follows as of September 30, 1996.


<TABLE>
<CAPTION>
                                                                                              Gross
                                                                              Gross         Unrealized
                                                         Amortized          Unrealized       Holding
                                                         Cost Basis       Holding Gains       Losses         Fair Value
                                                        ------------      -------------     ----------      ------------


<S>                                                     <C>                 <C>             <C>             <C>
Debt securities issued by the U. S. Treasury and
 other U. S. Government corporations and agencies       $ 29,964,344        $  38,591       $ 451,788       $ 29,551,147
Marketable Equity                                          1,857,013          144,799          45,632          1,956,180
Mortgage-backed securities                                 3,747,479            8,896         107,409          3,648,966
                                                        ----------------------------------------------------------------
                                                        $ 35,568,836        $ 192,286       $ 604,829       $ 35,156,293
                                                        ================================================================
</TABLE>

Deduction to Stockholders Equity:

<TABLE>

   <S>                                                            <C>
   Net unrealized loss on Available for Sale Securities           $ 412,543
   Less tax effect                                                  174,735
                                                                  ---------
                                                                  $ 237,808
</TABLE>

At  September  30, 1996  securities  classified  as  Available  for Sale had net
unrealized losses of $237,808 as a result of current market conditions, compared
to net  unrealized  gains of $33,022  reported on December 31, 1995. The current
unrealized  losses in the opinion of  management  do not have a material  effect
upon future income. Securities in the Available for Sale category may be sold if
it becomes  suitable to improve  liquidity  status,  or when management feels it
would be  appropriate  to improve  interest rate risk by effecting  such sale on
various   securities,   and   reinvesting  the  proceeds  into  higher  yielding
instruments.

Investments  obtained from the National Bank of Fairhaven were recorded at their
fair market  value and were  comprised  of $5.9  Million in  securities  of U.S.
Treasury and other U.S. Government  agencies,  $0.3 Million in securities issued
by states of the United States and  political  subdivisions  of the states,  and
$0.2 Million in stock of Federal Home Loan Bank.

Total deposits,  including  deposits  acquired through the merger,  increased by
$57.3  Million to $271.5  Million at  September  30, 1996,  from $214.2  Million
reported at year end 1995.  The  composition  of deposits  following  the merger
remained  relatively the same as prior to the merger,  whereby  interest-bearing
time  deposits  represented  48% of total  deposits,  followed by 19% in NOW and
Money Market accounts.  Remaining deposits constitute 17% in demand deposits and
16% in savings accounts.

At the time of  merger,  Fairbank,  Inc.  had notes  payable  due to Fleet  Bank
amounting  to  $1,293,013,  with a final  maturity  in  September  of  1998.  In
accordance  with the terms of the note and  applicable  prepayment  fees, it was
advantageous  for Slade's  Ferry Trust  Company to assume the note  payable.  At
September 30, 1996, the current balance was $1,075,000.

Nonaccrual  loans at September  30, 1996 were up by $1.8 Million to $4.5 Million
from $2.7 Million reported at year end 1995. This increase  reflects $896,411 of
nonaccrual loans that are merger related.  Loans that became  nonaccrual  during
the current year amounted to  $1,531,748.

Offsetting  the increase in  nonaccrual  loans were receipts of loan payments of
$263,086 and loans of $130,000 that were deemed uncollectible and charged off to
the  Allowance  for  Possible  Loan  Losses.  There was a transfer to Other Real
Estate  Owned of  $37,000  and a  transfer  to  accrual  status of a loan with a
balance of $175,630.

During the current  year's  third  quarter,  $760,000 of  previously  identified
potential  problem  loans became  classified as  nonaccrual  loans.  These loans
consist  of  commercial  real  estate and the  properties  are  currently  being
marketed for sale by the  borrower.  The bank does not  anticipate  any material
losses on these loans.

Loans past due 90 days or more but still accruing were $282,861 at September 30,
1996,  and  $659,170 at December 31,  1995.  The company  continues to accrue on
these loans, due to the value of the assets collateralizing such loans.

The percentage of nonaccrual  loans to total loans increased from 1.78% reported
at year end 1995 to 2.27% on September 30, 1996. This increase is  predominately
due to the reclassification  into nonaccrual status of the previously identified
potential problem loans.


           INFORMATION WITH RESPECT TO NONACCRUAL AND PAST DUE LOANS
         AT SEPTEMBER 30, 1996 AND 1995 AND DECEMBER 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                                        (Dollars in Thousands)
                                                               At September 30          At December 31
                                                             -------------------      ------------------
                                                              1996        1995         1995        1994
                                                             -------     -------      -------     -------

<S>                                                          <C>         <C>          <C>         <C>
Nonaccrual Loans                                             $ 4,518     $ 3,151      $ 2,695     $ 3,238
Loans 90 days or more past due and still accruing                283         659           23         204
Real estate acquired by foreclosure
 or substantively repossessed                                    550       1,598          633         888
Restructured loans                                           $           $            $     2     $   300
Percentage of nonaccrual loans to total loans                   2.27%       2.16%        1.78%       2.38%
Percentage of nonaccrual loans and real estate
 acquired by foreclosure or substantively
 repossessed to total assets                                    1.72%       2.05%        1.42%        2.13%
Percentage of allowance for possible loan losses                 .78%        .79%         .93%         .71%
 to nonaccrual loans
</TABLE>

At  September  30,  1996,   $4,227,992  of  nonaccrual  loans  and  $275,588  of
restructured loans are collateralized.

Restructured  loans are those loans for which the interest  rate was reduced due
to the  borrower's  inability  to  service  the debt as  provided  for under the
original  terms of the loan  agreement.  Nonaccrual  loans include  restructured
loans of  $275,588 at  September  30,  1996,  $290,588 at  September  30,  1995,
$284,588 at December 31, 1995 and $299,912 at December 31, 1994.



          INFORMATION WITH RESPECT TO NONACCRUAL AND RESTRUCTURED LOANS
          AT SEPTEMBER 30, 1996 AND 1995 AND DECEMBER 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                                      (Dollars in Thousands)
                                                              At September 30         At December 31
                                                            -------------------     ------------------
                                                             1996        1995        1995       1994
                                                            -------     -------     -------    -------

<S>                                                         <C>         <C>         <C>        <C>
Nonaccrual Loans                                            $ 4,518     $ 3,151     $ 2,695    $ 3,238
Interest income that would have been recorded                   320         161         243        242
 under original terms
Interest income recorded during the period                       71           5          21         19
</TABLE>

The Company stops  accruing  interest on a loan once it becomes past due 90 days
or more unless there is adequate  collateral and the financial  condition of the
borrower  is  sufficient.  When a loan is placed  on a  nonaccrual  status,  all
previously  accrued but unpaid  interest is reversed and charged against current
income.  Interest is thereafter  recognized  only when payments are received and
the loan becomes current.

Loans in the nonaccrual category will remain until the possibility of collection
no  longer  exists,  the loan is paid  off or  becomes  current.  When a loan is
determined to be uncollectible, it is then charged off against the Allowance for
Possible Loan Losses.

Statement of Financial  Accounting  Standards No. 114,  "Accounting by Creditors
for  Impairment  of a Loan",  was  adopted by the Company as of January 1, 1995.
Statement  114  applies  to all loans  except  large  groups of  smaller-balance
homogenous loans that are collectively evaluated for impairment,  loans measured
at fair value or at a lower of cost or fair value,  leases,  and debt securities
as defined in Statement  115.  Statement  114 requires  that  impaired  loans be
valued at the present  value of expected  future  cash flows  discounted  at the
loan's  effective  interest  rate or as a  practical  expedient,  at the  loan's
observable market value of the collateral if the loan is collateral dependent.

Included in the $4,517,556 of nonaccrual  loans are $2,609,115 which the Company
has determined to be impaired,  of which $2,427,202 has a related  allowance for
credit  losses of $748,000  and  $181,913  has no related  allowance  for credit
losses.

The Company has  $500,000 of  potential  problem  loans for which  payments  are
presently  current but are  identified as a possible  risk.  This  assessment is
based on an objective review of the borrower's  financial  statements.  The past
experience  with the borrower,  the  borrower's  background,  and the applicable
value of the assets  collateralizing  these loans provides a degree of assurance
that the loan will continue to be paid as per loan  agreement.  These issues are
reviewed on a quarterly basis to determine if there is any change in status that
would cause  management  to  reclassify  the loan from the  accrual  category to
nonaccrual.


               ANALYSIS OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES


<TABLE>
<CAPTION>
                                                            (Dollars in Thousands)
                                                   Three Months              Years Ended
                                                  At September 30           At December 31
                                                -------------------      -------------------
                                                 1996        1995         1995        1994
                                                -------     -------      -------     -------

<S>                                             <C>         <C>          <C>         <C>
Balance at January 1                            $ 2,498     $ 2,306      $ 2,306     $ 1,954
Charge Offs:
  Commercial                                         73         184          184          22
  Real Estate - Construction                         --          --           --          --
  Real Estate - Mortgage                              4          10           79         246
  Installment/Consumer                              145         112          134          93
                                                --------------------------------------------
                                                    222         306          397         361
Recoveries:
  Commercial                                         57                        1          51
  Real Estate - Construction                         --          --           --          --
  Real Estate - Mortgage                            309          15           16           2
  Installment/Consumer                               42           9           22          15
                                                --------------------------------------------
                                                    408          24           39          68
                                                --------------------------------------------
Net Charge Offs                                    (186)        282          358         293
                                                --------------------------------------------
Additions Charged to Operations                     400         450          550         645
Allowance Attributable to Acquisition               456          --           --          --
                                                --------------------------------------------
Balance at End of Period                        $ 3,540     $ 2,474      $ 2,498     $ 2,306
                                                ============================================
Ratio of Net Charge Offs to Average Loans 
 Outstanding                                       (.11)%      0.20%        0.25%       0.23%
</TABLE>


The Allowance  for Possible  Loan Losses at September  30, 1996 was  $3,540,052,
compared to $2,497,774 at year end 1995.  The Allowance for Possible Loan Losses
as a percent of outstanding  loans was 1.79% at September 30, 1996, and 1.65% at
December 31, 1995.

The Bank  provided  $550,000  in 1995,  $645,000  in 1994,  and  $400,000  as of
September 30, 1996 to the Allowance for Possible Loan Losses.  Also added to the
allowance was $455,977 that is  attributed  to the  acquisition  of the National
Bank of Fairhaven.  Loans  charged off were $396,639 in 1995,  $361,811 in 1994,
and $222,640 as of September 30, 1996.  Recoveries on loans  previously  charged
off were $39,553 in 1995,  $68,808 in 1994,  and  $408,942 as of  September  30,
1996.  Management  believes  that the  Allowance  for Loan Losses is adequate to
absorb any losses in the foreseeable future, due to the Bank's strong collateral
position and the current asset quality.

The  percentage of the  Allowance  for Possible Loan Losses to nonaccrual  loans
decreased to .78% at September  30, 1996,  from .93% and .71%  reported at years
ending 1995 and 1994,  respectively.  The average ratio of peer group banks with
assets of $100-$300 Million for years ending 1995 and 1994 were 3.59% and 3.45%,
respectively.


The level of the  Allowance  for Possible Loan Losses is evaluated by management
and encompasses  several  factors which include,  but are not limited to, recent
trends  in  the   nonperforming   loans,   the  adequacy  of  the  assets  which
collateralize the nonperforming loans, current economic conditions in the market
area, and various other external and internal factors.

This table shows an allocation of the allowance for loan losses as of the end of
each of the periods indicated.


<TABLE>
<CAPTION>
                                 September 30,  1996        December 31, 1995         December 31, 1994
                                 --------------------    -----------------------    ---------------------
                                           Percent of                 Percent of               Percent of
                                            Loans in                   Loans in                 Loans in
                                              Each                       Each                     Each
                                            Category                   Category                 Category
                                            to Total                   to Total                 to Total
                                 Amount       Loans        Amount        Loans      Amount        Loans
                                 -------   ----------    ----------   ----------    -------    ----------
                                 (Dollars in Thousands)


<S>                              <C>        <C>          <C>            <C>         <C>        <C>
Domestic:
  Commercial                     $ 1,129     16.32%      $   597(1)      11.35%     $   588     12.82%
  Real estate - Construction          34      2.76%           40          4.55%          14      1.68%
  Real estate - mortgage           2,011     77.86%        1,581(2)      80.04%       1,374     81.03%
  Consumer                           366      3.06%          280          4.06%         330      4.47%
                                 --------------------------------------------------------------------
                                 $ 3,540    100.00%      $ 2,498        100.00%     $ 2,306    100.00%
                                 ====================================================================

<FN>
-------------------
<F1> Includes amounts specifically reserved for impaired loans of $186,762 as of
     September  30, 1996 and  $214,542  as of  December  31, 1995 as required by
     Financial Accounting Standard No. 114, Accounting for Impairment of Loans.

<F2> Includes amounts specifically reserved for impaired loans of $532,000 as of
     September  30, 1996 and  $240,500  as of  December  31, 1995 as required by
     Financial Accounting Standard No. 114, Accounting for Impairment of Loans.
</FN>
</TABLE>

The loan  portfolio's  largest segment of loans is commercial real estate loans,
which represent  49.34% of gross loans.  Residential  real estate,  which is the
second largest segment of the loan portfolio,  represents 28.52% of gross loans.
The  Company  requires  a loan to  value  ratio  of 80% in both  commercial  and
residential mortgages. These mortgages are secured by real properties which have
a readily ascertainable value.

Generally, commercial real estate loans have a higher degree of credit risk than
residential  real estate loans  because they depend  primarily on the success of
the business.  When granting  these loans,  the Company  evaluates the financial
statements of the borrower(s),  the location of the real estate,  the quality of
management,  and general  economic and competitive  conditions.  When granting a
residential  mortgage,  the Company reviews the borrower(s) repayment history on
past debts,  and assesses the borrower(s)  ability to meet existing  obligations
and payments on the proposed loans.

Commercial  loans consist of loans  predominantly  collateralized  by inventory,
furniture and fixtures, and accounts receivable. In assessing the collateral for
this type of loan,  management  applies a 40% liquidation  value to inventories,
25% to  furniture,  fixtures  and  equipment;  and 60% to  accounts  receivable.
Commercial loans represent 16.32% of the loan portfolio.

Consumer loans are generally  unsecured credits and represent 3.06% of the total
loan  portfolio.  These  loans  have a higher  degree of risk  then  residential
mortgage loans.  The underlying  collateral of a secured  consumer loan tends to
depreciate in value.  Consumer  loans are typically made based on the borrower's
ability to repay the loan through  continued  financial  stability.  The Company
endeavors to minimize risk by reviewing the borrower's repayment history on past
debts, and assessing the borrower's ability to meet existing  obligations on the
proposed loans.

The  allocation  of the  Allowance  for Loan  Losses  is  based on  management's
judgement of potential losses in the respective portfolios. While management has
allocated  reserves to various portfolio  segments,  the Allowance is general in
nature and is available for the portfolio in its entirety.


Results of Operations
---------------------

Net interest  income  increased by $811,846 to $7,325,504 on September 30, 1996,
when compared to $6,513,658  earned during the same period in the previous year.
Interest  earned  was up by  $1,802,798  primarily  due to a larger  loan  base,
notwithstanding  the earnings  derived for  approximately  one month of the loan
portfolio  attributed  to the merger  acquisition.  Interest on loans  generally
produced  higher  yields than other  earning  assets.  This increase in interest
income was offset by an  increase  in  interest  expense of  $990,952,  which is
attributable  to a deposit base that existed during the current nine months when
compared to the same period in the previous year.

The Provision for Loan Losses is a charge against earnings,  which in turn funds
the  Allowance for Possible  Loan Losses.  The Company's  provision for the nine
months ending  September  30, 1996 was  $400,000.  During the same period in the
prior year, the provision was $450,000.

Other income was up by $210,288 to $944,669 on September 30, 1996, when compared
to  $734,381  earned in the same period in the prior  year.  Service  charges on
deposit  accounts  increased  by $77,988 due to a larger  customer  base.  Gains
realized on sales of  securities  were  $101,248,  compared to a loss of $13,565
realized  for the same  period in the prior  year.  Other  miscellaneous  income
reflected an increase of $17,487 due to normal business operations.

Total Other  Expense  increased  by $188,970 to  $5,216,383  for the nine months
ending  September  30, 1996,  compared to  $5,027,413  reported  during the same
period in the prior year. Salaries and employee benefits were up by $133,079 due
to general  wage  adjustments,  increases  in  benefits,  and the  retention  of
employees  from the National Bank of Fairhaven,  who are now permanent  officers
and employees of Slade's Ferry Trust Company.

During the nine month period  ending  September  30, 1996,  the bank  incurred a
write down  expense of Other Real Estate  Owned,  compared  to $54,578  incurred
during the same period in the previous year.

Occupancy  and  equipment  expenses  combined  increased  by  $79,804,   due  to
additional  depreciation  incurred on assets  acquired from Fairbank  Inc.,  the
depreciation of a recently  purchased  teller system,  and general  increases in
repairs and maintenance.

The Bank also  incurred a small gain of $657 on sale of Other Real Estate  Owned
earned  during the  current  nine  month  period,  compared  to a loss of $3,773
reported for the same period in the prior year.

The line item Other Expense  increased  slightly by $5,095 during the nine month
period ending  September 30, 1996,  compared to the same period in 1995. The net
increase in Other  Expenses is  attributable  to a combination  of increases and
decreases in various items.  During the current nine month period increases were
noted in advertising,  particularly  in marketing the Bank's  expansion into the
Fairhaven and New Bedford areas.  Advertising and business development increased
by $46,673.  Other  increases  occurred in  stationery  and supplies of $16,611,
examination fees $22,400,  meetings and training of $14,796,  automated clearing
house fees and  automated  teller  machine  fees of $13,401,  and various  other
expenses associated with outside professional  services and merger related items
totaling $69,812. These increases were offset by a substantial reduction in FDIC
insurance premiums of $178,598.

Income before  income taxes for the nine month period ending  September 30, 1996
was $2,653,790,  up by $883,164 from $1,770,626  reported at September 30, 1995.
Applicable  taxes  for  three  quarters  in 1996 were  $1,032,400,  compared  to
$668,977 for the same period in the prior year. This resulted in net earnings of
$1,621,390,  or $0.59 per share for nine months ending  September 30, 1996.  Net
earnings for the same period in 1995 were $1,101,649 or $0.40 per share.

The  results  of  operation  for the third  quarter in 1996  indicates  that net
interest income was up by $599,411 to $2,704,744,  from $2,105,333 earned during
the third quarter in 1995. The Provision for Loan Losses was reduced to $100,000
during the current  year's third  quarter,  from the $150,000  provision  booked
during the same period in the prior  year.  Management  reduced  its  provisions
based on the current  assessment  of the  Allowance  for  Possible  Loan Losses,
including  the year to date  recoveries in excess of year to date charge offs of
$186,000.

Other  Income  increased  by $54,583,  of which  $39,211 is  associated  with an
increase in service  charges due to a greater number of accounts being serviced,
an  increase  of $7,124  over the prior  year  associated  with gains on sale of
securities, and an increase in miscellaneous income of $8,248.

Total  Other  Expenses  for the third  quarter  in 1996 were  $1,979,325,  up by
$272,901  from  $1,706,424  reported for the same quarter in 1995.  Salaries and
employee  benefits  were up by  $129,318,  due to the  additional  personnel  as
aforementioned and extra wages paid as overtime due to the merger. Occupancy and
equipment  expense combined  increased by $54,827 for the third quarter in 1996,
when compared to the same period in 1995. This increase is due to the additional
depreciation and additional repairs incurred.

The Bank did not incur any expenses associated with the write down of Other Real
Estate Owned during the current quarter, compared to a $40,000 write down during
the same period in the previous year.

The line item Other Expense for the third quarter in 1996  increased by $132,721
to $535,423,  from $402,702  reported for the same period in the previous  year.
Amortization  of Goodwill  is a new item due to the premium  paid above the book
value of Fairbank,  Inc.  Goodwill  expense was $40,000,  which  represented two
months of  amortization.  In  addition,  advertising  expense was up by $45,652.
Other items  consisting of increases in telephone  expense,  computer  services,
legal and professional fees and other various expenses totaled $47,069.

Income  before  taxes  for the  third  quarter  in 1996  was up by  $431,093  to
$928,572,  from  $497,479  reported  for the  same  period  in the  prior  year.
Applicable  taxes  increased by $198,035 to $381,736  when  compared to $183,701
reported in the prior year.

The net  income  for the  three  month  period  ending  September  30,  1996 was
$546,836,  up by $233,058 when compared to $313,778 reported for the same period
in 1995.


Liquidity
---------

The  Company's   principal  sources  of  funds  are  customer   deposits,   loan
amortization, loan payoffs, and the maturities of investment securities. Through
these sources,  funds are provided for customer  withdrawals  from their deposit
accounts,  loan  origination,  draw-downs on loan  commitments,  acquisition  of
investment  securities and other normal business activities.  Investors' capital
also provides a source of funding.

The largest source of funds is provided by depositors.  The largest component of
the  Company's  deposit  base is reflected  in the Time  Deposit  category.  The
Company does not  participate in brokered  deposits.  Deposits are obtained from
consumers and  commercial  customers  within the Bank's  community  reinvestment
area,  being Bristol County,  Massachusetts  and several abutting towns in Rhode
Island.

The Company also has the ability to borrow funds from  correspondent  banks, the
Federal  Home  Loan  Bank,  as well as the  Federal  Reserve  Bank of  Boston by
pledging various investment securities as collateral. The Company did not borrow
during the first six months of the  current  year.  During the first  quarter of
1995,  the  Company  borrowed  for 25 days  with an  average  borrowing  of $2.0
Million.  There were no other borrowing during 1995. However,  tax payments made
by our  customers  which are owed to the Federal  Reserve Bank  Treasury Tax and
Loan account are classified as borrowed funds.

Excess  available  funds are invested on a daily basis as Federal Funds Sold and
can be withdrawn daily. The Bank attempts through its cash management strategies
to  maintain a minimum  level of  Federal  Funds  Sold to  further  enhance  its
liquidity.

Liquidity  represents the ability of the Bank to meet its funding  requirements.
In assessing the  appropriate  level of liquidity,  the Bank  considers  deposit
levels,  lending requirements,  and investment maturities in light of prevailing
economic  conditions.  Through this  assessment,  the Bank manages its liquidity
level to optimize  earnings and respond to  fluctuations  in customer  borrowing
needs.

At September 30, 1996, the Bank's  liquidity ratio stood at 31.3% as compared to
36.0% at December 31, 1995.  The  liquidity  ratio is determined by dividing the
Bank's short term assets (cash and due from banks, interest bearing deposits due
from other  banks,  securities,  and  federal  funds  sold) by the Bank's  total
deposits.  Management  believes the Bank's  liquidity to be adequate to meet the
current and presently foreseeable needs of the Bank.

Cash flows  provided by operating  activities  for the nine month period  ending
September  30,  1996  indicates  that  adjustments  to  reconcile  net income of
$1,621,390 to net cash used of  $2,655,179  includes  amortization  of goodwill,
depreciation  and write  down on Other  Real  Estate  Owned  totaling  $407,711,
provision  for loan  losses of  $400,000,  increase in  interest  receivable  of
$925,292, increase in accrued expense of $83,518 and changes in other assets and
liabilities  totaling  $347,514.  This was offset by gains  realized  on sale of
securities  of  $101,248,  decrease  in taxes  payable of  $640,292,  changes to
interest  payable and prepaid  expense of 465,956,  accretion of  securities  of
$316,910, and $5,840 of other changes.

Cash  provided  by  investing  activities  during the nine month  period  ending
September 30, 1996 indicates a total net inflow of cash of $1,551,659.  This was
comprised of incoming cash  attributed to the maturities and sales of securities
of $27,085,501.  Other increases in cash from investing activities were $254,124
of  proceeds  arising  from sale of Other Real  Estate  Owned,  $408,942  due to
recoveries  of  previously  charged  off loans and a decrease of  $9,575,000  in
Federal  Funds Sold.  The  offsetting  outflow of cash was  $14,892,846  for the
purchase of new securities, $14,764,692 due to a net increase in loans, $765,527
for capital expenditures which included a new teller system, and installation of
a five  lane  drive-up  facility  at the  Brayton  Avenue  branch  facility.  In
addition,  $409,400  was used for the  purchase of Federal Home Loan Bank stock.
The net cash or cash  equivalents  used for the  acquisition  of Fairbank,  Inc.
amounted to $4,955,131,  which is net of the cash outlay of $8,558,800 to pay to
the stockholders of Fairbank, Inc. offset by the assets acquired and liabilities
assumed. This transaction resulted in a premium (Goodwill) of $3,618,567,  which
is to be amortized over a 15 year period.

Cash  flows  attributed  to  financing  activities  indicate  a  net  inflow  of
$2,748,594  during the nine month period ending September 30, 1996  attributable
to a net  increase  in demand  deposits,  NOW,  and  money  market  accounts  of
$3,671,259,  increase in short term  borrowings  of $674,668 and  $186,591  from
issuance of stock. This was offset by a decrease in time deposits of $1,239,101,
dividends paid of $334,855, and a decrease in notes payable of $209,968.


Capital
-------

As of September  30, 1996,  the Company had total capital of  $19,029,021.  This
represents an increase of $1,202,296 from  $17,826,725  reported on December 31,
1995.  The increase in capital was a combination of several  factors.  Additions
consisted  of nine  months  earnings  of  $1,621,390,  transactions  originating
through the Dividend  Reinvestment  Program whereby 3,638.536 shares were issued
for cash contributions of $30,350 and 18,984.389 shares were issued for $156,241
in lieu of cash dividend payments. These additions were offset by dividends paid
of $331,495 and cash dividends paid in lieu of fractional  shares of $3,360 as a
result of the 5% stock dividend issued in January of 1996.

Also affecting  capital is the adjustment that reflects net unrealized  gains or
losses,  net of  taxes,  on  securities  classified  as  Available-for-Sale.  On
December 31, 1995 the Available-for-Sale  portfolio had unrealized gains, net of
taxes,  of $33,022,  and on September  30, 1996,  as a result of current  market
values,  the portfolio  reflects  unrealized  losses,  net of taxes, of $270,830
which is an adjustment to capital.

Paid in Capital  increased by $1,311,008 of which $1,124,643 was a transfer from
retained earnings representing a 5.0% stock dividend paid on January 1, 1996 and
$186,365  attributed  to  transactions  resulting  from cash  contributions  and
reinvestment  of  cash  dividends  associated  with  the  Dividend  Reinvestment
Program.

Federal  Banking  regulators  have  adopted  Risk  Based  and  Leverage  Capital
requirements,  which were phased in and fully  implemented on December 31, 1992.
Under the  requirements,  a minimum level of capital will vary among banks based
on safety and soundness of operations.

Risk Based Capital ratios are calculated with reference to risk-weighted assets,
which include both on and off balance sheet exposure.  At December 31, 1995, the
minimum  regulatory  capital  level for Risk Based  Capital  was 4.0% for Tier 1
capital,  8.0% for total  capital,  and 4.0% for Leverage  Capital  (Tier 1 as a
percentage of total assets).

At September 30, 1996 the actual Risk Based Capital of the Bank was  $15,573,000
for  Tier 1  Capital,  exceeding  the  minimum  requirements  of  $8,004,920  by
$7,568,080.  Total Capital of $18,074,000  exceeded the minimum  requirements of
$16,009,840  by  $2,064,160  and Leverage  Capital of  $15,573,000  exceeded the
minimum requirements of $11,605,440 by $3,967,560.


ITEM 4

Submission of Matters to a Vote of Security Holders
---------------------------------------------------

None.


ITEM 5

Other Matters
-------------

Upon the  retirement of President Donald T. Corrigan at December 31, 1995,  Mr.
Corrigan  was elected as Chairman of the Board, a previously unfilled position.
In addition, Mr. Kenneth R. Rezendes, a director  was  named  as  President  of
Weetamoe Bancorp, Mr. James D. Carey as Executive Vice President, and Mr. Ralph
S. Borges as Treasurer.


ITEM 6

Exhibits and Reports on Form 8-K
--------------------------------

None.




                                   SIGNATURES

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

                                        WEETAMOE BANCORP



November 14, 1996                       By /s/ Kenneth R. Rezendes
------------------------------             ------------------------
(Date)                                     Kenneth R. Rezendes, President


November 14, 1996                       By /s/ Ralph S. Borges
------------------------------             --------------------
(Date)                                     Ralph S. Borges
                                           Treasurer/Chief Financial Officer/
                                           Chief Accounting Officer