U. S. Securities and Exchange Commission
                              Washington, DC 20549
                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 1996 

                         Commission file number 811-0969


                    The First Connecticut Capital Corporation
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


       Connecticut                                  06-0759497
--------------------------------------------------------------------------------
(State or other jurisdiction                       (IRS Employer
of incorporation or organization)               Identification No.)


             1000 Bridgeport Avenue, Shelton, Connecticut 06484
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (203) 944-5400
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act 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 [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,173,382

Transitional Small Business Format:  Yes [   ]  No [ X ]
<PAGE> 
Item 1.  Financial Statements

THE FIRST CONNECTICUT CAPITAL CORPORATION
<TABLE>
<CAPTION>
BALANCE SHEET, DECEMBER 31, 1996
(Dollars in thousands,except per share data)
(Unaudited)


<S>                                                                     <C>
ASSETS
Investments:
Loans - net ...................................................         $ 1,157
Foreclosed assets .............................................               0
                                                                        -------

      Investments-net .........................................           1,157

Cash and cash equivalents .....................................             150
Restricted cash ...............................................              45
Accrued interest ..............................................              47
Servicing rights ..............................................             264
Fixed assets ..................................................              61
Other assets ..................................................             286
                                                                        -------

TOTAL ASSETS ..................................................         $ 2,010
                                                                        =======


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Warehouse line of credit ......................................         $   371
Accounts payable and other accrued expenses ...................             480
Deferred income taxes .........................................              76
                                                                        -------

TOTAL LIABILITIES .............................................             927
                                                                        -------

Commitments and contingencies (Note B)

STOCKHOLDERS' EQUITY:
Common stock, no par value, stated value $.50
   per share, authorized 3,000,000 shares,
   issued and outstanding 1,173,382 shares ....................             587
Paid-in surplus ...............................................           9,253
Accumulated deficit ...........................................          (8,757)
                                                                        -------

TOTAL STOCKHOLDERS' EQUITY ....................................           1,083
                                                                        -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................         $ 2,010
                                                                        =======

See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE FIRST CONNECTICUT CAPITAL CORPORATION

STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Dollars in thousands, except per share data)
(Unaudited) 
                                              Three Months      Nine Months     Three Months     Nine Months
                                                 Ended            Ended             Ended          Ended
                                             Dec. 31, 1996     Dec. 31, 1996    Dec. 31, 1995   Dec. 31, 1995
                                             -------------     -------------    -------------    -------------
<S>                                            <C>              <C>             <C>             <C>
INTEREST INCOME:
Interest and fees on loans                           $27              $76             $14             $66
                                               ---------        ---------       ---------       ---------

OTHER OPERATING INCOME:
Servicing fees                                        42              123              47             164
Loan Orgination fees                                  52              165              16              79
Other fees                                             6               10               4              31
                                               ---------        ---------       ---------       ---------
    Total Other Operating Income                     100              298              67             274
                                               ---------        ---------       ---------       ---------

TOTAL INCOME                                         127              374              81             340
                                               ---------        ---------       ---------       ---------

OTHER OPERATING EXPENSES:
Amortization of servicing rights                      36               73              72             173
Collection expenses                                    3                2               0              14
Officers' salaries                                    42              130              45             133
Other salaries                                        30              100              35             139
Directors' fees                                        5               14               4              13
Professional services                                  5                4               9              43
Miscellaneous taxes                                    5               23               8              29
Employee and general insurance                        17               51              13              51
Rent                                                   3               25              10              31
Communications                                         4               12               2              12
Advertising and promotions                             1                4               3              14
Stock record and other financial expenses              1                4               2               5
Employees' pension plan                                2                4               5              14
Depreciation expense                                   6               17              14              21
Other operating expenses                              35               94              33             113
                                               ---------        ---------       ---------       ---------
    Total Other Operating Expenses                   195              557             255             805

LOSS BEFORE LOAN LOSSES                             (68)             (183)          (174)            (465)
                                               ---------        ---------      ---------        ---------
<PAGE>
<CAPTION>
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Dollars in thousands, except per share data)
(Unaudited) 
(continued)
                                              Three Months      Nine Months     Three Months     Nine Months
                                                 Ended            Ended             Ended          Ended
                                             Dec. 31, 1996     Dec. 31, 1996    Dec. 31, 1995   Dec. 31, 1995
                                             -------------     -------------    -------------    -------------
<S>                                            <C>              <C>             <C>             <C>
Loan losses                                            0                5              0                0
                                               ---------        ---------      ---------        ---------

NET LOSS                                           ($68)            ($188)         ($174)           ($465)
                                               =========        =========      =========        =========

LOSS PER COMMON SHARE                            ($0.06)           ($0.16)        ($0.15)      ($0.40)

Weighted average number of
  common shares outstanding                    1,173,382        1,173,382      1,173,382    1,173,382
                                               =========        =========      =========    =========

See notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE FIRST CONNECTICUT CAPITAL CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
                                         Common Stock                                          Total
                                    Number Of                   Paid-In      Accumulated    Stockholders'
                                     Shares       Amount        Surplus       Deficit          Equity
                                     ------       ------        -------       -------          ------
<S>                                <C>             <C>         <C>           <C>               <C>                             

BALANCE, MARCH 31,1995             1,173,382       $587        $9,253        ($7,965)          $1,875


Net Loss                                                                        (465)            (465)
                                   ---------       -----       ------        -------           ------ 

BALANCE, DECEMBER 31,1995          1,173,382       $587        $9,253        ($8,430)          $1,410
                                   =========       ====        ======        =======           ====== 



BALANCE, MARCH 31,1996             1,173,382       $587        $9,253        ($8,569)          $1,271

Net Loss                                                                        (188)           (188)

                                   ---------       ----        ------        -------           ------ 
BALANCE, DECEMBER 31,1996          1,173,382       $587        $9,253        ($8,757)          $1,083
                                   =========       ====        ======        =======           ====== 


See notes to financial statements.
</TABLE>
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
<TABLE>
<CAPTION>

STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
                                                                        Nine Months        Nine Months
                                                                           Ended             Ended
                                                                       Dec 31, 1996       Dec 31, 1995
                                                                       ------------       ------------
<S>                                                                       <C>               <C>
OPERATING ACTIVITIES
   Net loss ....................................................          ($  188)          ($  465)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Investment losses .......................................                5              --
       Depreciation ............................................               17                21
       Amortization of servicing rights ........................               73               173
       (Increase) decrease in accrued interest receivable ......              (12)                1
       (Increase) decrease in other assets .....................              (25)               58
       Decrease in accounts payable / other accrued expenses ...              (79)             (176)
                                                                          -------           -------

            Net cash used in operating activities ..............             (209)             (388)
                                                                          -------           -------

INVESTING ACTIVITIES
   Principal collected on investments ..........................               12                18
   Investments originated ......................................           (1,857)           (1,064)
   Proceeds from sale of loans .................................            1,629             1,115
                                                                          -------           -------

            Net cash  (used in) provided by investing activities             (216)               69
                                                                          -------           -------

FINANCING ACTIVITIES
   Increase in warehouse line of credit ........................              145                 0
                                                                          -------           -------

DECREASE IN CASH AND CASH EQUIVALENTS ..........................             (280)             (319)

CASH AND CASH EQUIVALENTS, BEGINNING ...........................              430               415
                                                                          -------           -------

CASH AND CASH EQUIVALENTS, ENDING ..............................          $   150           $    96
                                                                          =======           =======
</TABLE>
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

         The accompanying  unaudited condensed financial statements of The First
Connecticut  Capital  Corporation  (the   "Corporation"),   formerly  The  First
Connecticut Small Business Investment Company,  have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form 10-QSB and Article 10-01 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 the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary for a fair  representation  have been included.
Operating  results are not  necessarily  indicative  of the results  that may be
expected for the year ending March 31, 1997. For further  information,  refer to
the financial  statements and footnotes  thereto  included in the  Corporation's
annual report filed on Form 10-KSB for the year ended March 31, 1996.

NOTE B - COMMITMENTS AND CONTINGENCIES

         During the year ended March 31, 1995, the  Corporation  foreclosed on a
real estate property with potential environmental  contamination.  No lawsuit or
other  action is currently  pending or expected  with regard to this site and in
the opinion of management,  this matter will not have a material  adverse effect
on the financial position or results of operations of the Corporation.

         The   Corporation   is  involved  in  litigation   and   administrative
proceedings  primarily  arising in the  normal  course of its  business.  In the
opinion of management,  the Corporation's  liability,  if any, under any pending
litigation  or  administrative   proceeding  would  not  materially  affect  its
financial condition or results of operations.
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


         The  Corporation  had a net loss for the nine months ended December 31,
1996 of $188,000 compared to a net loss of $465,000 for the comparable period of
the prior year.

         The Corporation is currently  licensed in the States of Connecticut and
Massachusetts  to operate as  Mortgage  Lender/Broker.  It is in the  process of
applying for a similar license in the State of New York.

Interest Income and Other Operating Income

         Interest  income  increased  $10,000 for the nine months ended December
31, 1996 as compared with the comparable  period of the prior year.  Total other
operating income increased by $24,000 from the prior year due to the increase in
loan originations.

Other Operating Expense

         Other operating expenses declined $248,000 during the nine months ended
December  31, 1996 as compared  to the  comparable  period of the prior year due
primarily to decreases in professional fees, clerical salaries,  amortization of
servicing rights and an overall reduction in all operating expenses.

Plan of Operation

         The  Corporation  is engaged in the mortgage  banking  business,  which
involves the origination, purchase, sale and servicing of mortgage loans secured
by residential properties and other real estate.

         It is anticipated  that the  Corporation  will continue to increase its
level of activities in these areas creating  servicing fees and interest income.
It is too early to  evaluate  the results as the  Corporation  is in a period of
strong competition and the real estate market remains in a state of flux.

LIQUIDITY AND FINANCIAL CONDITION

         The Corporation  has  approximately  $150,000 of unrestricted  cash and
cash equivalents and  approximately  $1.083 million of  Stockholders'  Equity at
December 31, 1996.

         The Corporation currently anticipates that during the year ending March
31, 1997,  its  principal  financing  needs will consist of funding its mortgage
loans held for sale and the ongoing net cost of mortgage loan  originations  and
cash flow used in operations.  Although the  Corporation  anticipates  increased
activities in originating  mortgage loans, the difficulties  experienced  within
the  relevant  economic  markets  still exist and there are no  assurances  that
increased activity will occur. Consequently,  as a means to provide further cash
flow, the Corporation has the positive intent to liquidate certain assets in its
portfolio and believes  that a market exists for those assets.  Future cash flow
requirements will depend primarily on the level of the Corporation's  activities
in originating and selling  mortgage loans, as well as cash flow required by its
operations.
<PAGE>
         The  Corporation  continues to investigate  and pursue  alternative and
supplementary methods to finance its operations and to support the growth of the
Corporation.

         The Corporation believes that the cash on hand and internally generated
funds will be  sufficient  to meet its  corporate,  general  and  administrative
working  capital and other cash  requirements  during the year ending  March 31,
1997.  The  Corporation  took certain steps during the year ended March 31, 1996
and  continues to decrease its cash flow  requirements.  These steps  included a
management salary reduction and a restatement and amendment to the pension plan.
Management also believes additional steps can be taken if necessary.


PART II. OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K


                         NONE


<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION


                                   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.


                                   THE FIRST CONNECTICUT CAPITAL CORPORATION
                                                     (Registrant)



Date:   February 12, 1997                      By: /s/David Engelson
                                                   -----------------
                                                   David Engelson
                                                   President and Chief Financial
                                                   Officer