SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

 [ X ] Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange
       Act of 1934

                  For the fiscal year ended: December 31, 1998

                         Commission file number: 0-21500

                                KSB Bancorp, Inc.
                 (Name of small business issuer in its charter)

       Delaware                                          04-3189069
--------------------------------------------------------------------------------
(State or other jurisdiction                          (I.R.S. Employer 
of incorporation or organization)                    Identification No.)
 

Main Street
Kingfield, Maine                                            04947
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                        Telephone Number: (207) 265-2181

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Sections 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     [  ]

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
                                  Common Stock

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the  Registrant's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

        The aggregate market value of the voting stock held by non-affiliates of
the  registrant,  computed by reference to the last reported sales price of such
stock on the NASDAQ National  Market system on March 24, 1999 was  approximately
$19,045,020 The number of shares  outstanding of the registrant's  Common Stock,
the registrant's only class of outstanding  capital stock, as of March 24, 1999,
was 1,269,668

        Issuer's revenues for the year ended December 31, 1998:  $ 14,545,745
<PAGE>
Documents Incorporated by Reference

         The  following  documents,   in  whole  or  in  part  are  specifically
incorporated  by  reference  in the  indicated  Part of this Annual  Report Form
10-KSB:

I.  Portions of the KSB Bancorp  Inc.  1998 Annual  Report are  incorporated  by
reference into certain items of Part I and Part II.

II. Portions of the KSB Bancorp Inc. Proxy Statement for the 1998 Annual Meeting
of Shareholders are incorporated by reference into certain items of Part III.

<PAGE>

          KSB BANCORP, INC.

                                      INDEX

PART I.

Item 1.   Description of Business.......................................     1

Item 2.   Description of Property.......................................    33

Item 3.   Legal Proceedings.............................................    34

Item 4.   Submission of Matters to a Vote of Security Holders...........    34

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters......    34

Item 6.   Management's Discussion and Analysis or Plan of Operation.....    34

Item 7.   Financial Statements..........................................    34

Item 8.   Change In and Disagreements With Accountants on

          Accounting and Financial Disclosure...........................    34

PART III

Item 9.   Directors, Executive Officers, Promoters and Control

          Persons; Compliance with Section 16(a) of the Exchange Act....    34

Item 10.  Executive Compensation........................................    35

Item 11.  Security Ownership of Certain Beneficial Owners and Management    35

Item 12.  Certain Relationships and Related Transactions................    35

PART IV

Item 13.  Exhibits and Reports on Form 8-K.............................. 35-36

Signature page    ......................................................    37


<PAGE>
Item 1 - Description of Business.
---------------------------------

General

KSB Bancorp (the "Company"),  a Delaware  Corporation,  was organized in 1993 to
act as the  holding  Company  for  Kingfield  Savings  Bank  (the  "Bank")  upon
completion of the Bank's  conversion from a mutual to a stock form of ownership,
(the  "Conversion").  The Company received  approval from the Federal Reserve to
acquire all outstanding stock of the Bank upon completion of the conversion. The
Conversion was completed on June 24, 1993. The Bank is a Maine-chartered savings
bank headquartered in Kingfield,  Maine.  Originally chartered in 1895, the Bank
is a community-oriented financial institution that conducts its business through
eight full-service retail banking offices located in Franklin,  Androscoggin and
Somerset Counties, Maine (see Market Area and Competition).

At December 31, 1998, the Company had total assets of $171.3 million,  total net
loans of $129.2 million, deposits of $131.8 million and tangible
stockholders' equity of $12.3 million.

The  Bank  is  subject  to  regulation,   examination  and  supervision  by  the
Superintendent   of  the   Bureau  of   Banking  of  the  State  of  Maine  (the
"Superintendent")  and the Federal Deposit  Insurance  Corporation (the "FDIC").
The Company is subject to  regulation  by the Board of  Governors of the Federal
Reserve System (the "FRB") and to a limited extent by the Superintendent and the
FDIC.

The Bank's principal  business consists of attracting  deposits from the general
public  and  investing  those  deposits,  together  with  borrowings  and  funds
generated  from  operations,  in mortgage  loans secured by  one-to-four  family
residential  real estate,  commercial  business loans, the majority of which are
secured by real estate, and  mortgage-backed  securities.  At December 31, 1998,
the Bank had $58.4 million of loans (including loans held for sale), or 45.2% of
total  net  loans  receivable  (including  loans  held  for  sale),  secured  by
one-to-four  family,  residential real property.  An additional $45.3 million of
loans, or 35.0% of total net loans  receivable  (there were no commercial  loans
held for sale)  were  commercial  business  loans  secured by real  estate.  At
December 31, 1998, the Bank's mortgage-backed securities portfolio totaled $30.2
million, or 17.6% of total assets at such date.

Pages  8 and 9 of  the  Company's  Annual  Report  to  Stockholders  are  herein
incorporated by reference.

Market Area and Competition

The Bank's home office is located in Kingfield,  Maine. Since 1988, the Bank has
expanded  its market  area  within  Franklin  county and into  Androscoggin  and
Somerset Counties,  Maine. In 1988, the Bank opened a branch office in Stratton,
Maine.  In 1990,  a loan  production  office  located in  Waterville,  Maine was
expanded to a full service branch and later closed in 1995 when loan  production
decreased.  In April 1991, the Bank  purchased two branches  located in Phillips
and Rangeley,  Maine from Maine National Bank. In June 1993, the Bank opened its
Farmington, Maine office. In March 1994 the Bank purchased one branch located in
Lewiston,  Maine from the Resolution Trust  Corporation.  In March 1995 the Bank

<PAGE>
purchased  four  branches  located in Kingfield,  Stratton,  Bingham and Strong,
Maine from Fleet Bank of Maine.  In March 1998 the Bank  purchased  the Madison,
Maine branch from KeyBank of Maine.  Bank  management  believes  that all of its
offices are located in communities that can generally be characterized as stable
and, with the exception of Lewiston,  predominantly  rural areas. The Bank faces
significant  competition both in lending and in attracting deposits.  The Bank's
competition for loans comes  principally from commercial  banks,  savings banks,
credit unions and mortgage banking  companies.  The most direct  competition for
deposits has historically  come from savings banks,  commercial banks and credit
unions;  however,  additional competition from short-term money market funds and
other  security  funds  offered by brokerage  firms and  insurance  companies is
significant.

                                      -1-
<PAGE>
Average Balance Sheet

     The following table sets forth certain  information  relating to the Bank's
average  balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated and the average yields earned and rates
paid.  Such yields and costs are derived by dividing  interest income or expense
by the average balance of assets or liabilities,  respectively,  for the periods
presented.
<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                    ------------------------------------------------------------------------------------------------
                                                1998                               1997                              1996
                                    ------------------------------    ----------------------------    ------------------------------
                                                           Average                         Average                          Average 
                                    Average                 Yield/    Average               Yield/    Average                Yield/ 
                                    Balance  Interest(1)    Cost(%)   Balance   Interest(1) Cost(%)   Balance    Interest(1) Cost(%)
                                    -------  -----------    -------   -------   -------------------   -------    -------------------
                                                                          (Dollars in Thousands)
<S>                                 <C>        <C>           <C>      <C>        <C>         <C>      <C>          <C>        <C>  
Assets: (2)
Interest-earning assets:
 Residential mortgage loans         $ 58,852   $  4,913      8.35%    $ 53,494   $ 4,595     8.59%    $  50,396   $ 4,346     8.62%
 Commercial loans (3)                 51,138      4,952      9.68       40,970     4,077     9.95        33,144     3,309     9.98
 Consumer loans                       18,355      1,705      9.29       15,105     1,386     9.18         9,992     1,020    10.21
 Investments Available for Sale        8,926        605      6.78       10,257       670     6.53         7,915       467     5.90
 Investments to be Held to Maturity   13,358        883      6.61       17,775     1,160     6.53        21,808     1,412     6.47
  Interest-bearing deposits              556         37      6.65          213        15     7.04         1,076        61     5.67  
                                    --------   --------      ----     --------   -------     ----     ---------    ------    -----
    Total interest-earning  assets   151,185     13,095      8.66      137,814    11,903     8.64       124,331    10,615     8.54
 Noninterest-earning assets            8,143                             6,644                            6,411
                                    --------                          --------                         --------
   Total assets                      159,328                           144,458                         $130,742
                                    --------                          --------                         --------
Interest-bearing liabilities:
  Regular Savings                    $23,260        644      2.77     $ 21,567      599      2.78      $ 22,258       626     2.81
  NOW accounts                        18,956        423      2.23       13,678      245      1.79        13,144       216     1.64
  Money market accounts                8,115        301      3.71        5,691      217      3.81         5,681       211     3.71
  Time deposits                       61,959      3,430      5.54       58,396    3,317      5.68        58,873     3,431     5.83
  Borrowings                          20,904      1,172      5.61       23,390    1,374      5.87        11,624       682     5.87
                                    --------   --------      ----     --------   ------      ----      --------     -----    ----- 
Total interest-bearing liabilities   133,194      5,970      4.48%     122,722    5,752      4.69%      111,580     5,166     4.63%
                                                                                                                    ----- 

Noninterest-bearing liabilities       13,563                            11,124                           10,028
  Stockholders equity                 12,571                            10,612                            9,134
                                    --------                          --------                         --------
  Total liabilities and            
     stockholders'  Equity          $159,328                          $144,458                         $130,742

Net interest income                               7,125                           6,151                            $5,449
                                               --------                          ------                            ------
Net interest rate spread (4)                                 4.18%                           3.95%                            3.91%
                                                             ----                            ----                             -----
Net interest margin (5)                                      4.71%                           4.46%                            4.38%
                                                             ----                            ----                             ---- 
Ratio of average interest-                                                                                                    1.11x
earning assets to average 
interest-bearing liabilities                                 1.14x                           1.12x
                                                             -----                           -----
</TABLE>
<PAGE>
 
(1)  Interest for purpose of yield  calculations  excludes  $96, $75, and $80 of
     loan fees in 1998, 1997 and 1996, respectively, and $ 27, $26 and $9 of net
     interest rate swap income in 1998, 1997 and 1996, respectively.

(2)  Loan balances include  non-performing loans of $2,369, $2,090 and $1,895 in
     1998, 1997 and 1996, respectively.

(3)  Includes  $ 42.2  million  at  December  31,  1998 of loans for  commercial
     business  purposes  secured  by real  estate  and  non-real  estate  (e.g.,
     equipment) collateral.

(4)  Interest rate spread represents the difference  between the average rate on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.

(5)  Net interest margin represents net interest income before the provision for
     loan losses divided by average interest-earning assets.



                                      -2-
<PAGE>
<TABLE>
<CAPTION>
Actual Balance Sheet
                                                  At December 31,
                                             ----------------------
                                                       1998
                                             ----------------------
                                              Actual         Yield/
                                              Balance         Cost
                                              -------         ----
                                              (Dollars in Thousands)
<S>                                          <C>              <C>  
Assets: (1)
Interest-earning assets:

  Residential mortgage loans .............   $ 58,378         8.18%
  Commercial loans (2) ...................     54,043         9.37
  Consumer Loans .........................     18,562         8.95
  Investments Available for Sale .........     20,967         6.58
  Investments to be Held to Maturity .....      9,271         6.76
  Interest-bearing deposits ..............          3         4.88
                                             --------         ----
    Total interest-earning assets ........    161,224         8.38
Other noninterest-earning assets .........     10,105
                                             --------
    Total assets .........................   $171,329
                                             ========
Interest-bearing liabilities
  Regular savings and clubs (5) ..........     24,635         2.74
  NOW accounts (6) .......................     23,807         2.19
  Money market accounts ..................      8,895         3.35
  Time deposits ..........................     62,877         5.49
  Borrowings .............................     23,524         5.13
                                             --------         ----
    Total int.-bearing liabilities .......    143,738         4.28
Noninterest-bearing liabilities ..........     13,904
Stockholders equity ......................     13,687
                                             --------
    Total liabilities and
      Stockholders equity ................   $171,329
                                             ========
Interest rate spread (3) .................                    4.10%
Net interest margin (4) ..................                    4.56%
Ratio of actual interest-earning
  assets to actual interest-bearing
  liabilities ............................       1.12x
</TABLE>
(1)  Loan balances include  non-performing loans of $2,369, $2,090 and $1,895 in
     1998, 1997 and 1996, respectively.
(2)  Includes  $ 45.3  million  at  December  31,  1998 of loans for  commercial
     business purposes secured by real estate.
(3)  Interest rate spread represents the difference between the weighted average
     actual rate on interest-earning assets and the weighted-average actual cost
     of interest-bearing liabilities.
(4)  Net interest margin represents net interest income before the provision for
     loan losses divided by average interest-earning assets.
(5)  Rate changes  effective 1/1/99 would result in weighted  aggregate of 2.55%
     for this category.
(6)  Rate changes  effective 1/1/99 would result in weighted  aggregate of 1.99%
     for this category.

                                      -3-
<PAGE>
Rate/Volume Analysis

          The table below sets forth certain  information  regarding  changes in
     interest income and interest expense of the Bank for the periods indicated.
     For  each  category  of   interest-earning   assets  and   interest-bearing
     liabilities, information is provided on changes attributable to (i) changes
     in average volume (changes in average volume  multiplied by old rate); (ii)
     changes in rates (changes in rate multiplied by old average volume);  (iii)
     the net  change.  Changes  attributable  to both rate and volume  have been
     allocated proportionately to the change due to volume and the change due to
     rate.  Interest  incomefor purpose of this table excludes $96, $75, and $80
     of loan fees in 1998, 1997 and1996,  respectively,  and $ 27, $26 and $9 of
     net interest rate swap income in 1998, 1997 and 1996, respectively.
<TABLE>
<CAPTION>
                                                   1998 vs. 1997                         1997 vs. 1996
                                         ----------------------------------     ---------------------------------
                                         Increase/(Decrease)       Total        Increase/(Decrease)       Total
                                                Due to           Increase/            Due to            Increase/ 
                                         -------------------     ---------      ------------------      ----------
                                         Volume         Rate     (Decrease)     Volume        Rate      (Decrease)
                                         ------         ----     ----------     ------        ----      ----------
                                                                      (in thousands)
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>    
Interest Income:

  Residential mortgage  loans, (net)     $   460      $  (142)     $   318      $   267      $   (18)     $   249
  Commercial loans .................       1,012         (137)         875          781          (13)         768
  Consumer loans ...................         298           21          319          522         (156)         366
  Investments Available for Sale ...         (87)          22          (65)         138           65          203
  Investment to be Held to Maturity         (288)          11         (277)        (261)           9         (252)
  Interest-bearing deposits ........          24           (2)          22          (49)           3          (46)
                                         -------      -------      -------      -------      -------      -------
    Total  interest-earning assets .       1,419         (227)       1,192        1,398         (110)       1,288
                                         -------      -------      -------      -------      -------      -------
Interest expense:
  Deposits .........................         571         (151)         420          (28)         (78)        (106)
  Borrowings .......................        (146)         (56)        (202)         690            2          692
                                         -------      -------      -------      -------      -------      -------
    Total int.-bearing liabilities .         425         (207)         218          662          (76)         586
                                         -------      -------      -------      -------      -------      -------

Change in  net interest income......         994      $   (20)     $   974      $   736      $   (34)     $   702
                                         -------      -------      -------      -------      -------      -------

</TABLE>

                                      -4-
<PAGE>
Lending Activities
------------------

The amount and type of loans which may be  originated by the Bank are subject to
certain  limitations  established  by  the  laws  of  the  State  of  Maine  and
regulations  promulgated  thereunder.  Under  Maine  law,  the Bank has  general
authority  to  originate  and  purchase  loans  secured by real  estate  located
anywhere in New England, or by property located anywhere if the loan is approved
by the Bank's Board of  Directors,  meets the  provisions of Maine law governing
loans to one borrower and does not exceed 10% of the Bank's deposits.  Moreover,
the Bank may  originate  and  purchase  any first  mortgage  loan  permitted  to
federally-chartered  savings  institutions,   which  currently  have  nationwide
lending   authority,   subject   to  the   approval   of   the   Superintendent.
Notwithstanding  these  authorities,  virtually all of the mortgage loans in the
Bank's  portfolio  are  secured  by  properties  located  in the State of Maine.
Moreover,  substantially all of the Bank's  non-mortgage loan portfolio consists
of loans made to Maine  residents and  businesses.  The Bank may invest in loans
not  secured by real estate in an  aggregate  amount not in excess of 40% of its
assets.

Maine law also imposes  various  limitations  on the amount of loans that may be
made by the Bank to any one borrower and related entities. In this regard, Maine
law limits loans to one borrower and related entities to 20% of the Bank's total
capital and surplus,  and total loans to one  borrower  and related  entities in
excess of 10% of surplus  and  capital  must be  approved  by a majority  of the
Board, or by the executive committee.  In general, the typical balance of a loan
extended by the Bank is  significantly  below the applicable loan limits imposed
by Maine Law.

Loan Portfolio Composition

The Bank's loan portfolio totaled $129.2 million at December 31, 1998 (including
loans  held for  sale).  As of  December  31,  1998,  45.2% of total  net  loans
receivable  consisted of one-to-four  family  residential  loans.  The remaining
loans  consisted of  commercial  business  loans  secured by real estate  ($45.3
million or 35.0%),  commercial  business loans secured by collateral  other than
real estate (e.g.  equipment)  ($8.7 million or 6.8%), and consumer loans ($18.6
million or 14.4%),  consisting of home equity loans,  student loans,  automobile
loans, and other  collateralized  and unsecured loans. At December 31, 1998, the
Bank had loans held for sale of $8.2 million or 6.4% of net loans receivable.

In line with the Bank's  asset/liability  management strategy, the Bank sells to
the  secondary  mortgage  market most of the 30-year,  fixed-rate  loans that it
originates which conform to secondary  mortgage market  standards.  While it may
hold or sell  shorter-term  fixed-rate  loans,  including  10- and 15-year first
mortgages,  the Bank has recently been holding  these loans in portfolio,  along
with adjustable-rate  mortgage loans, short-term and adjustable-rate  commercial
business  loans and consumer  loans.  In December,  1998 the Bank converted $9.0
million in short-term  fixed rate  residential  mortgages  into  mortgage-backed
securities  through the Federal Home Loan Mortgage  Corporation.  The securities
were placed into the Bank's  Available  For Sale  portfolio.  The Bank had $30.2
million,   or  17.6%  of  its  assets  at  December   31,   1998,   invested  in
mortgage-backed securities.

                                      -5-
<PAGE>
The following  table sets forth the  composition of the Bank's loan portfolio in
dollar amounts and in percentages of the portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                         At December 31,
                                        ----------------------------------------------------------------------------
                                                   1998                      1997                      1996
                                        -----------------------    ----------------------     ----------------------                

                                                                   (Dollars in Thousand)
<S>                                     <C>              <C>       <C>              <C>       <C>             <C>      
Residential mortgage loans:
One- to four-family (1) ...........     $  48,680         37.7%    $  51,014         42.9%    $  49,666         50.1%
Loans to be sold ..................         8,228          6.4         2,007          1.7         1,819          1.8
Construction ......................         1,470          1.1         1,696          1.4         1,208          1.2
                                        ---------        -----     ---------        -----     ---------        -----
Total residential mortgage loans ..        58,378         45.2        54,717         46.0        52,693         53.1
                                        ---------        -----     ---------        -----     ---------        -----

Commercial loans :
Commercial real estate ............        45,310         35.0        38,826         32.7        29,902         30.2
Other commercial ..................         8,733          6.8         8,474          7.1         6,751          6.8
                                        ---------        -----     ---------        -----     ---------        -----
Total commercial loans ............        54,043         41.8        47,300         39.8        36,653         37.0
                                        ---------        -----     ---------        -----     ---------        -----

Consumer:
Home equity lines of credit .......        13,657         10.6        13,718         11.5         6,042          6.1
Collateral loans ..................         4,594          3.6         4,255          3.6         4,401          4.4
Other .............................           311          0.2           411          0.4           510          0.5
                                        ---------        -----     ---------        -----     ---------        -----
Total consumer loans ..............        18,562         14.4        18,384         15.5        10,953         11.0
                                        ---------        -----     ---------        -----     ---------        -----

Less:
Deferred loan fees and loan premium          (224)        (0.2)         (203)        (0.2)         (209)        (0.2)
Allowance for loan losses .........        (1,580)        (1.2)       (1,342)        (1.1)         (893)        (0.9)
                                        ---------        -----     ---------        -----     ---------        -----
Loans receivable, net .............     $ 129,179        100.0%    $ 118,856        100.0%    $  99,197        100.0%
                                        =========        =====     =========        =====     =========        =====
</TABLE>

(1)Includes  second  mortgage loans of $3,204,000,  $3,552,000 and $3,247,000 at
December 31, 1998, 1997 and 1996, respectively.


                                      -6-
<PAGE>
The following table sets forth the Bank's loan  originations and loan purchases,
sales and principal repayments for the periods indicated:
<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                              ----------------------------------
                                                1998         1997         1996
                                              --------     --------     --------
                                                       (In Thousands)
<S>                                           <C>          <C>          <C>     
Mortgage loans (gross):
   At beginning of period (1) ...........     $ 93,543     $ 82,595     $ 71,352
        Mortgage loans originated: (2)
          One- to four-family ...........       29,701       15,836       19,242
          Commercial real estate ........       14,554       14,274       18,881
          Construction ..................        1,502        1,756          937
                                              --------     --------     --------
          Total mortgage loans originated       45,757       31,866       39,060
                                              --------     --------     --------

        Less:
          Transfer of mortgage loans to

            foreclosed real estate ......          463          159          117
          Principal repayments ..........       21,081       16,299       22,500
          Sales of loans (3) ............       14,068        4,460        5,200
                                              --------     --------     --------
        At end of period (2) ............     $103,688     $ 93,543     $ 82,595
                                              ========     ========     ========

Other loans (gross):
        At beginning of period ..........     $ 26,858     $ 17,704     $ 15,591
          Other loans originated ........       16,772       18,002       11,574
          Principal repayments ..........       17,134        8,848        9,461
          Other loans purchased (4) .....          799            0            0
                                              --------     --------     --------
        At end of period ................     $ 27,295     $ 26,858     $ 17,704
                                              ========     ========     ========
</TABLE>
------------------------

(1)  Includes  loans held for sale at beginning  of 1998,  1997 and 1996 of $2.0
     million, $1.8 million and $1.1 million, respectively.
(2)  Includes loans held for sale at end of 1998, 1997 and 1996 of $8.2 million,
     $2.0 million and $1.8 million, respectively.
(3)  Includes  $9.0  million  converted  to  Federal  Home Loan  Mortgage  Corp.
     securities in 1998.
(4)  Includes loans acquired through branch acquisition.

                                      -7-
<PAGE>
Loan Maturity
-------------

The following  table shows the maturity of the Bank's loan portfolio at December
31,  1998.  The  table  does not  include  prepayments  or  scheduled  principal
amortization. Prepayments and scheduled principal amortization on mortgage loans
totaled  $21.1  million,  16.3  million  and $22.5  million  for the years ended
December 31, 1998,1997 and1996, respectively.
<TABLE>
<CAPTION>
                                                                      December 31, 1998
                                      ---------------------------------------------------------------------------------
                                       One-to                                                                   Total
                                        Four         Commercial                    Other         Consumer       Loans
                                      Family(1)      Real Estate   Construction  Commercial      & other     Receivable
                                       ---------      ---------     ---------     ---------     ---------     ---------             
                                                                       (In Thousands)
<S>                                    <C>            <C>           <C>           <C>           <C>           <C>      
Amounts due:

 Within 1 year ...................     $      14      $   8,460     $   1,470     $   1,325     $   1,110     $  12,379
                                       ---------      ---------     ---------     ---------     ---------     ---------             
 After 1 year:
   1 to 3 years ..................           335          4,176             0         2,421         3,887        10,819
   3 to 5 years ..................         1,129          4,216             0         3,172        13,131        21,648
   5 to 10 .......................         6,865          5,135             0         1,052           399        13,451
   10 to 20 years ................        25,394         22,976             0           763            35        49,168
   Over 20 years .................        23,171            347             0             0             0        23,518
                                       ---------      ---------     ---------     ---------     ---------     ---------

   Total due after 1 year ........        56,894         36,850             0         7,408        17,452       118,604
                                       ---------      ---------     ---------     ---------     ---------     ---------

   Total amounts due .............        56,908         45,310         1,470         8,733        18,562       130,983
                           
Plus (Less):
 Unearned discounts, premiums and
   deferred loan fees, net .......             0              0             0             0             0          (224)
 Allowance for possible loan
   losses ........................             0              0             0             0             0        (1,580) 
                                       ---------      ---------     ---------     ---------     ---------     ---------

 Loans receivable, net ...........     $  56,908      $  45,310     $   1,470     $   8,733     $  18,562     $ 129,179
                                       =========      =========     =========     =========     =========     =========
                                        
</TABLE>
----------- 
(1)Includes loans held for sale of $8.2 million.

                                      -8-
<PAGE>
The  following  table sets forth at December  31, 1998 the dollar  amount of all
loans  contractually  due after  December 31, 1999,  and whether such loans have
fixed interest rates or adjustable interest rates.
<TABLE>
<CAPTION>

                                      Contractually Due After December 31, 1999
                                  -----------------------------------------------
                                    Fixed            Adjustable           Total
                                  ---------          ---------          ---------
                                                  (In Thousands)
<S>                                 <C>                <C>                <C>    

Mortgage loans:.................
One- to four-family (1).........    $40,453            $16,441            $56,894
Commercial real estate..........     11,124             25,726             36,850
Commercial loans................      5,986              1,422              7,408
Consumer loans..................      4,353             13,099             17,452
                                  ---------          ---------          ---------

 Total loans receivable.........    $61,916            $56,688           $118,604
                                  =========          =========          =========
</TABLE>

--------------
(1)Includes loans held for sale of $8.2 million.

One- to Four- Family Mortgage Loans

     The Bank offers first mortgage loans secured by one- to four-family,  owner
occupied  residences,  including  condominium units, in the Bank's lending area.
Loan  originations  are generally  obtained from existing or past  customers and
members  of the local  community  located  in the Bank's  primary  market  area.
Substantially all of the 30-year one- to four-family  residential mortgage loans
that  conform to FHLMC,  GNMA and FNMA  guidelines  are sold into the  secondary
mortgage market. 10- and 15-year  conforming  mortgage loans may be sold or held
in portfolio.

     Upon receipt of a completed loan  application  from a prospective  borrower
for a loan secured by one- to  four-family  residential  real  estate,  a credit
report is ordered,  income and certain  other  information  is verified  and, if
necessary,  additional financial  information is requested.  An appraisal of the
real estate  intended to secure the  proposed  loan may be  required.  It is the
Bank's policy to obtain title insurance  and/or title  certification on all real
estate first mortgage loans.  Borrowers must also obtain hazard  insurance prior
to closing. Borrowers generally are required to advance funds on a monthly basis
together  with each  payment of  principal  and  interest  to a mortgage  escrow
account  from which the Bank makes  disbursements  for items such as real estate
taxes and hazard insurance premiums.

     The Bank generally makes one- to four-family  residential mortgage loans in
amounts up to 80% of the  appraised  value of the secured  property.  Originated
mortgage loans in the Bank's portfolio  generally  include  due-on-sale  clauses
which provide the Bank with the contractual  right to deem the loan  immediately
due and  payable  in the event  that the  borrower  transfers  ownership  of the
property  without  the  Bank's  consent.  It is the  Bank's  policy  to  enforce
due-on-sale provisions.

                                      -9-
<PAGE>
Loan Authority Policy
---------------------

     The Bank  maintains a Board Loan  Committee  consisting  of the  President,
Regional Vice  Presidents and one or more outside  Directors.  The committee has
the authority to approve loans that do not  specifically  conform to loan policy
and loans in excess of $400,000 up to $600,000. Loans exceeding $600,000 require
full Board approval.

Construction Lending
--------------------

     Generally,  the Bank's  construction loans consist of loans to borrowers to
purchase land and build a primary residence or second home. The Bank requires an
appraisal of the property and the loan amount cannot exceed 80% of the appraised
value of the property to be built.  The Bank also requires lien waivers prior to
disbursing  funds  on  construction  loans.   Generally  the  same  underwriting
requirements of one- to four-family loans are applied to construction loans.

Commercial Business Lending
---------------------------

     The Bank  offers  loans to small  businesses  to finance  the  purchase  or
expansion of, or to provide operating capital for, a business.  Generally, these
loans are secured by real estate and/or other business  assets.  The borrower is
required to complete an application, which consists of a financial statement and
the  two  prior  years'  income  statements  on  the  business  as  well  as the
individual.  An analysis is done of the ability of the cash flow of the business
to repay the debt. Generally,  the loan cannot exceed 80% of the appraised value
of the real estate  assets  securing  the loan.  The Bank also  offers  lines of
credit,  both secured and unsecured,  to businesses to finance  receivables  and
seasonal  cash flow  needs.  These  lines of credit are  reviewed  annually  and
renewed  based  upon an  analysis  similar  to that done when the loan was made.
Generally,  the interest  rate  applicable  to  commercial  business  loans is a
prime-based  rate,  adjusting  monthly or fixed for a period not exceeding  five
years and adjusting thereafter.

     Commercial  business  loans are  generally  viewed as  exposing a lender to
greater risk than residential real estate loans. In particular, the repayment of
interest  and  principal,  in  accordance  with the terms of the loan,  is often
dependent on the generation by the business of sufficient operating income.

Consumer Lending
----------------

     The Bank offers loans to consumers  to purchase  automobiles,  recreational
vehicles and finance other needs. These loans generally are one to four years in
length and are amortized over the term of the loan. The Bank requires  borrowers
to  complete an  application  and  performs a credit  analysis,  which  includes
obtaining a credit report and  verifying  the income of the  borrower.  The Bank
also offers second mortgage loans as well as home equity lines of credit secured
by a first or second  mortgage on a principal  or second  residence.  Generally,
these loans are  originated in loan amounts up to 75% of the appraised  value of
the home (less  pre-existing  liens).  However,  in  instances  where a borrower
qualifies,  the Bank may loan up to 90% of the  home's  value.  The home  equity
lines of credit carry a variable interest rate, adjusting monthly,  based on the
prime rate, but may be fixed initially for a period of up to three years.

                                      -10-
<PAGE>
     The Bank is also involved in other lending, such as loans to municipalities
and other municipal entities for tax anticipation notes, short-term construction
of infrastructure, and other needs.

Delinquencies and Classified Assets
-----------------------------------

     Delinquent  Loans.  Delinquencies  on all loans are reviewed monthly by the
Board of Directors.  The Bank's collection procedures include sending a past due
notice to the borrower on the 17th day of non-payment,  making telephone contact
with the borrower,  and sending a letter when the loan is 30 days delinquent.  A
Notice of Intent to Foreclose is sent by the 60th day of  delinquency.  When the
borrower is  contacted,  the Bank  attempts to obtain full payment of the amount
past due.  However,  the Bank  generally  will seek to reach  agreement with the
borrower on a forbearance plan to avoid foreclosure.

     It is the policy of the Bank to discontinue  the accrual of interest on any
loan that is 90 days or more past due except  for  portions  of loans  which are
guaranteed by FHA, VA, SBA or the Finance  Authority of Maine (FAME).  The Bank,
historically,  has not incurred any  significant  losses on  delinquent  one- to
four-family residential mortgage loans.

Most loan  delinquencies  are cured within 90 days and no legal action is taken.
In the case of a mortgage  loan, if the  delinquency  exceeds 90 days,  the Bank
institutes  measures to enforce its remedies  resulting from the default.  As to
FHA and VA  mortgage  loans,  the  Bank  follows  notification  and  foreclosure
procedures prescribed by FHA and VA.

     Classified  Assets. The Bank is required to have a system of classification
of loans and other assets, such as debt and equity securities,  considered to be
of lesser quality as "substandard",  "doubtful" or "loss" by the paying capacity
and net worth of the obligor or the collateral  pledged,  if any.  "Substandard"
assets  include  those  characterized  by the  "distinct  possibility"  that the
insured  institution  will  sustain  "some  loss"  if the  deficiencies  are not
corrected.  Assets classified as "doubtful" have all of the weaknesses  inherent
in those  classified  "substandard",  with  the  added  characteristic  that the
weaknesses   present  make   "collection   or   liquidation  in  full,"  "highly
questionable  and  improbable,"  on  the  basis  of  currently  existing  facts,
conditions,  and  values.  Assets  classified  as "loss"  are  those  considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without the  establishment  of specific  loss reserve is not  warranted.  Assets
which do not currently expose the insured  institution to a sufficient degree of
risk to  warrant  classification  in one of the  aforementioned  categories  but
possess  credit  deficiencies  or  potential   weaknesses  are  required  to  be
designated "special mention".

     When  an  insured   institution   classifies   problem   assets  as  either
"substandard" or "doubtful," it is required to establish general  allowances for
losses in an amount deemed prudent by management.  General allowances  represent
loss  allowances  which have been  established  to recognize  the inherent  risk
associated with lending activities, but which, unlike specific allowances,  have
not been allocated to particular  problem  assets.  When an insured  institution


                                      -11-
<PAGE>
classifies  problem  assets as  "loss," it is  required  either to  establish  a
specific  allowance  for  losses  equal to 100% of the  amount  of the  asset so
classified or to charge-off such amount.  An  institution's  determination as to
the  classification of its assets and the amount of its valuation  allowances is
subject to review by the FDIC and the state, which can require the establishment
of additional  general or specific loss allowances.  The Bank regularly  reviews
the  assets  in  its   portfolio  to  determine   whether  any  assets   require
classification in accordance with applicable regulations.

     As of December 31, 1998 the Bank had total  classified and special  mention
assets of $4.8 million, of which $1.6 million were classified  "substandard" and
$0.1  million were  classified  "doubtful"  or "loss".  Special  mention  assets
totaled  $3.1  million at December  31,  1998,  which  included  $2.3 million of
commercial  real estate loans and $0.7 million of commercial  business loans and
$0.1 million of other loans.




                                      -12-
<PAGE>

    At December 31,  1998,1997 and 1996,  delinquencies  in the Bank's portfolio
were as follows:
<TABLE>
<CAPTION>
                                               At December 31, 1998                             At December 31, 1997 
                                      ------------------------------------------     ------------------------------------------
                                         60-89 Days            90 Days or More          60-89 Days             90 Days or More  
                                      -----------------       ------------------     ------------------       -----------------
                                      Number  Principal       Number   Principal     Number   Principal       Number  Principal  
                                      of      Balance         of       Balance       of       Balance         of      Balance   
                                      Loans   of Loans        Loans    of Loans      Loans    of Loans        Loans   of Loans  
                                      -----   --------        -----    --------      -----    --------        -----   --------  
                                                                          (Dollars in Thousands)
<S>                                      <C>    <C>              <C>    <C>              <C>    <C>              <C>   <C>          
Mortgage:

 One- to four-family ..........          4      $  121           4      $  148           5      $  175           9     $  497       
 Construction .................          0           0           0           0           0           0           0          0       
 Commercial ...................          6         513           9       1,055           3         228           8        229       
                                       ----------------------------------------------------------------------------------------     
Total mortgage loans ..........         10         634          13       1,203           8         403          17        726       

Other commercial ..............          1          32           2          87           3         150           3        102       
Consumer ......................         11          28          11         135          27          83          52         73       
                                       ----------------------------------------------------------------------------------------     
                                                                                                                                    
Total all loans ...............         22      $  694          26      $1,425          38      $  636          72     $  901       
                                      =========================================================================================     

Delinquent loans to total loans                   0.53%                   1.09%                   0.53%                  0.75%      

<CAPTION>
                                                  At December 31,1996
                                      ----------------------------------------
                                           60-89 Days         90 Days or More  
                                      ------------------    ------------------
                                      Number   Principal    Number   Principal 
                                      of       Balance      of       Balance   
                                      Loans    of Loans     Loans    of Loans  
                                      -----    --------     -----    --------  
<S>                                     <C>     <C>           <C>    <C>      
Mortgage:                          
                                   
 One- to four-family ..........           6     $  343          9     $  301   
 Construction .................           0          0          0          0   
 Commercial ...................           3        261          3        424   
                                        ------------------------------------   
Total mortgage loans ..........           9        604         12        725   
                                                                               
Other commercial ..............           2          5          0          0   
Consumer ......................          20         31          9         18  
                                        ------------------------------------   
                                                                                                                                    
Total all loans ...............          31     $  640         21        743 
                                        ====================================  
                                                                               
Delinquent loans to total loans                   0.64%                 0.74%  
</TABLE>
                                       -13-
<PAGE>
     The following table sets forth information regarding non-accrual loans. The
Bank  discontinues  accruing  interest on loans ninety days or more past due, at
which time all accrued but uncollected interest is reversed.  Loans are returned
to accrual status when, in  management's  judgement,  the borrower's  ability to
make periodic  principal and interest  payments is back to normal.  In addition,
some  restructured  loans which are now current  continue as  non-accrual  loans
until such time as the borrower has  demonstrated  a continued  capacity to keep
the loan current. Interest income under the original terms of non-accruing loans
for the year ended December 31, 1998 would have been $232,924.  Interest  income
on loans that were non-accruing at December 31, 1998 that was included in income
during 1998 was $115,235.
<TABLE>
<CAPTION>

                                                                         At December 31,
                                                          -------------------------------------------
                                                           1998              1997               1996
                                                           -----               ---                ---
                                                                     (Dollars in Thousands)
<S>                                                       <C>               <C>                <C>   
Non-accruing mortgage loans delinquent
 more than 90 days.............................           $1,144            $1,080             $1,341
Non-accruing other loans delinquent more
 than 90 days..................................              104               134                 53
Non-accruing loans other than loans
 90 days or more delinquent....................            1,121               876                501
                                                           -----               ---                ---

 Total non-performing loans....................            2,369             2,090              1,895

Total foreclosed real estate, net of
 related allowance for losses..................              147               159                117
                                                             ---               ---                ---

Total non-performing assets....................           $2,516            $2,249             $2,012
                                                          ======           =======             ======

Non-performing loans to net loans..............             1.83%             1.76%              1.91%
Total non-performing assets to total assets....             1.47%             1.47%              1.50%
</TABLE>


Allowance for Loan Losses

     The allowance for loan losses is  established  through a provision for loan
losses  based  on  management's  evaluation  of the  risk  inherent  in its loan
portfolio and the general economy.  Such evaluation,  which includes a review of
all loans on which full collectibility may not be reasonably assured,  considers
among other  matters,  the  estimated  net  realizable  value of the  underlying
collateral,  economic  conditions,  historical  loan loss  experience  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance.

                                      -14-
<PAGE>
     The  following  table sets forth certain  information  regarding the Bank's
allowance for possible loan losses at the dates indicated.
<TABLE>
<CAPTION>
                                            At or for the year ended December 31,
                                           -------------------------------------- 
                                             1998          1997          1996
                                           -------       -------       -------
                                                   (Dollars in Thousands)
<S>                                        <C>           <C>           <C> 
Balance at beginning of period .......     $ 1,342       $   893       $   867
Gross charge-offs:
 Commercial business .................        (167)          (24)          (94)
 Commercial real estate ..............         (49)          (19)         (223)
 Residential mortgage ................        (151)          (25)          (19)
 Consumer ............................        (139)          (72)          (65)
                                           -------       -------       -------
   Total charge-offs .................        (506)         (140)         (401)
                                           -------       -------       -------
Gross recoveries:
 Commercial business .................           5             0             0
 Commercial real estate ..............          17            49            27
 Residential mortgage ................          26             0             0
 Consumer ............................          16            10            10
                                           -------       -------       -------
   Total recoveries ..................          64            59            37
                                           -------       -------       -------

Net charge-offs ......................        (442)          (81)         (364)
                                           -------       -------       -------

Provision for loan losses ............         680           530           390
                                           -------       -------       -------

Balance at end of year ...............     $ 1,580       $ 1,342       $   893
                                           =======       =======       =======
Ratio of net charge-offs during the
 period to average loans outstanding
 during the period ...................        0.34%         0.07%         0.39%
Ratio of allowance for loan losses to
 gross loans receivable at the end
 of period ...........................        1.21%         1.12%         0.89%
Ratio of allowance for loan losses to
 non-performing loans at end of
 period ..............................       66.69%        64.21%        47.12%

</TABLE>
                                      -15-
<PAGE>
     The  following  table sets forth the  allocation  of the allowance for loan
losses by loan category at the dates indicated.

<TABLE>
<CAPTION>
                                                                           At December 31,
                                           ------------------------------------------------------------------------------
                                                  1998                         1997                        1996
                                           ----------------------      ---------------------        ---------------------
                                                     % of Loans                   % of Loans                   % of Loans
                                                       In Each                      In Each                      In Each
                                                     Category to                 Category to                  Category to
                                           Amount    Total Loans       Amount    Total Loans        Amount    Total Loans
                                           ------    -----------       ------    -----------        ------    -----------
                                                                       (Dollars in Thousands)

<S>                                        <C>            <C>          <C>            <C>           <C>            <C>    
Commercial business ..................     $  252         6.7%         $  195         7.0%          $  161         6.7%   
Commercial real estate ...............        969        34.6             798        32.3              488        29.9    
Residential mortgage .................        294        44.6             274        45.5              207        52.5    
Consumer .............................         65        14.1              75        15.2               37        10.9    
                                           ------       -----          ------       -----           ------       -----    
                                                                                                                          
Total allowance for loan losses ......     $1,580       100.0%         $1,342       100.0%          $  893       100.0%   
                                           ======       =====          ======       =====           ======       =====    
                                                                                                   
</TABLE>

         When  reviewing  the adequacy of the  allowance  for loan  losses,  the
amount of impaired loans is also taken into consideration. The Bank adopted SFAS
Statement No. 114,  "Accounting  by Creditors for Impairment of a Loan" and SFAS
Statement No. 118,  "Accounting  by Creditors for  Impairment of a Loan - Income
Recognition and Disclosures" as of January 1, 1995.

         Within the context of SFAS 114 and 118,  certain loan categories  which
represent groups of smaller balance homogeneous loans are collectively evaluated
and excluded from the provision of the standards.  The Bank has determined  that
those categories  include  residential real estate loans and consumer loans. The
standards  are  applied  to loans  categorized  as  commercial  and real  estate
commercial.

                        Impaired Loans: December 31, 1998
                        ---------------------------------

         Commercial        $  740,779      Based on fair value of collateral
         R/E Commercial     2,558,509      Based on fair value of collateral
                           ----------
         Total             $3,299,288
                           ==========


         When,  during  the term of a loan,  it becomes  apparent  that the loan
principal or interest may not be repaid  according to its original  term or some
event impacts the sufficiency of the collateral,  it is considered  impaired and
is normally  placed on  non-accrual  status.  Criteria  used when  reviewing for
impairment  include: a loan that is past due more than 90 days, a loan that must
be  renegotiated  as a result of the  borrower's  inability to meet the original
loan contract,  or the loan officer is aware of other circumstances  relating to



                                      -16-
<PAGE>
the individual  borrower,  the collateral,  or economic  circumstances which may
result in  difficulty  collecting  the loan  principal  and  interest.  The risk
factors in an impaired loan situation vary based on the category of the loan and
the  collateral  involved.  Loans in the  commercial  category  vary in terms of
underlying  collateral and therefore  usually carry a higher degree of risk even
though policy guidelines may require a collateral position with an adequate loan
to value ratio.  Real Estate commercial loans normally have real property as the
primary collateral,  therefore risk of loss is minimized.  There is, at December
31, 1998, $190,719 of the allowance for loan losses allocated to impaired loans.

         It  is  the  Bank's  policy  that  accrual  of  interest  on  loans  be
discontinued when, in the opinion of management, there is an indication that the
borrower may be unable to meet  payments as they become due.  Although  interest
income is not accrued on loans  reclassified  to  non-accrual  status,  interest
income may be recognized on a cash basis.

         In  determining  whether or not an impaired loan should be  charged-off
management  will  consider  both the  adequacy of the  collateral  and the other
resources of the borrower.  If the collateral is insufficient and collectibility
is highly unlikely, the loan is charged-off.

Investment Activities

     The Bank invests in U.S.  Government and government  agency notes and bonds
as well as  mortgage-backed  securities.  Certain of the Bank's  mortgage-backed
securities  have been converted  from loans  originated by the Bank, as a way of
improving  the  liquidity  and reducing  the credit risk on these  loans.  As of
December 31, 1998,  substantially all of the Bank's  mortgage-backed  securities
were  guaranteed  or insured  by FNMA,  GNMA or FHLMC.  The market  value of the
Bank's mortgage-backed securities was approximately $30.4 million as of December
31, 1998, and the recorded book value was $30.2 million.

         It is the Bank's  policy to reinvest all  available  funds in a prudent
manner which will provide for the safety of the funds, the liquidity requirement
of the Bank,  and the highest  yield.  Safety and  liquidity  standards  are not
compromised  in  favor  of  increased  rates  of  return.   In  determining  its
investments,  the Bank considers investment type, credit quality and maturity of
investments,  as well as the maximum  credit  exposure to one obligor at any one
time. Consideration is also given to each investment's risk-weight as determined
by  regulatory  risk-based  capital  guidelines.  Prior  to  1991,  the Bank had
actively  invested  in equity  securities  for the purpose of  diversifying  its
portfolio and enhancing yield. Due to the growth in assets related to the branch
acquisitions and the correspondent need to maintain adequate capital ratios, the
Bank liquidated its equity securities portfolio.  The Bank has received approval
from the FDIC to retain  its  authority  to invest  in  equity  securities.  See
"Regulation and Supervision - Federal Deposit Insurance Corporation  Improvement
Act of 1991 - Restrictions Upon State-Chartered Banks."

                                      -17-
<PAGE>
         The  following  table  sets forth  certain  information  regarding  the
carrying and market values of the Bank's investment  securities portfolio at the
dates indicated:

<TABLE>
<CAPTION>
                                                                      At December 31,
                                          ---------------------------------------------------------------------
                                                  1998                     1997                     1996
                                          --------------------     ------------------      --------------------   
                                          Carrying      Market      Carrying    Market     Carrying      Market
                                            Value       Value         Value     Value        Value       Value
                                            -----       -----         -----     -----        -----       -----
                                                                  (Dollars in Thousands)
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>    
Interest-earning deposits:

   Certificates of deposit .............     $     0     $     0     $     0     $     0     $     0     $     0
   Overnight funds .....................           3           3           6           6     $     2           2
                                             -------     -------     -------     -------     -------     -------

         Total interest-bearing deposits           3           3           6           6     $     2           2
                                             =======     =======     =======     =======     =======     =======
Investment securities:

   Available for sale ..................     $20,967     $20,967     $ 9,261     $ 9,261     $ 7,452     $ 7,452
   To be Held to Maturity (1) ..........      10,912      11,085      15,709      15,964      19,837     $19,908
                                             -------     -------     -------     -------     -------     -------
         Total investment securities ...     $31,879     $32,052     $24,970     $25,225     $27,289     $27,360
                                             =======     =======     =======     =======     =======     =======
</TABLE>
--------------

(1)  Includes  stock  in the  FHLB  of  Boston  of  $1,641,350,  $1,537,650  and
$1,320,550 at December 31, 1998,1997 and 1996, respectively.

   The table below sets forth certain information  regarding the carrying value,
weighted  average yields and maturities of the Bank's  investment  securities at
December 31, 1998.
 
Investment Securities Available for Sale
----------------------------------------
<TABLE>
<CAPTION>
                                                         Approximate        Weighted
                                            Carrying         Market         Average
                                              Value          Value           Yield
                                             -------        -------           ---- 
<S>                                          <C>            <C>               <C>  
U.S. Government and agency obligations

Due in one year or less .............        $     0        $     0           0.00%
Due from one to five years ..........          1,372          1,372           6.24
Due from five to ten years ..........            549            549           6.25
Due after 10 years ..................        $19,046         19,046           6.61
                                             -------        -------           ----
Total ...............................        $20,967        $20,967           6.58%
                                             =======        =======           ==== 

</TABLE>
<PAGE>
Investment Securities to be Held to Maturity
--------------------------------------------
<TABLE>
<CAPTION>

                                                            Approximate      Weighted
                                                 Carrying      Market        Average
                                                  Value         Value         Yield
                                                 -------      -------         ----                                                  
<S>                                              <C>          <C>             <C>  
U.S. Government and agency obligations

   Due in one year or less ................      $     0      $     0         0.00%
   Due from one to five years .............        3,250        3,299         6.36
   Due from five to ten years .............        3,422        3,513         7.29
   Due after ten years ....................        2,316        2,354         6.54
                                                 -------      -------         ----                                                  
   Total ..................................      $ 8,988      $ 9,166         6.76%
                                                 -------      -------         ----                                                  
                                                                              
Other
   Due in one year or less (1) ............      $ 1,641      $ 1,641         6.40%
   Due from one to five years .............            0            0         0.00
   Due from five to ten years .............          283          278         5.16
   Due after ten years ....................            0            0         0.00
                                                 -------      -------         ----                                                  
   Total ..................................      $ 1,924      $ 1,919         6.22%
                                                 -------      -------         ----                                                  
                                                                           
   Total Investment securities
       to be Held to Maturity .............      $10,912      $11,085         6.66%
                                                 =======      =======         ==== 
                                                                            
</TABLE>
                                                                            
(1) Represents stock in the FHLB of Boston

There  were no  investment  securities  (exclusive  of  obligations  of the U.S.
Government and agencies) issued by any one entity with a total carrying value in
excess of 10% of stockholders' equity at December 31, 1998.

Source of Funds

General.  Deposits,  advances  from  the FHLB of  Boston,  loan  repayments  and
retained earnings are the primary source of the Bank's funds for use in lending,
investment and for other general purposes.

Deposits.  The Bank  offers a  variety  of  deposit  accounts  having a range of
interest rates and terms. The Bank's deposits consist of passbook savings,  NOW,
money  market and  certificate  accounts.  The flow of  deposits  is  influenced
significantly  by  general  economic  conditions,  changes  in money  market and
prevailing  interest  rates and  competition.  The Bank's  deposits are obtained
primarily  from the areas in which its  branches  are  located.  The Bank relies
primarily on customer service and long-standing  relationships with customers to
attract and retain deposits.  Certificate accounts in excess of $100,000 are not
actively solicited by the Bank.


                                      -19-
<PAGE>
The following table sets forth the  distribution of the Bank's deposit  accounts
at the dates indicated and the weighted  average nominal  interest rates on each
category  of deposits  presented.  Management  does not believe  that the use of
year-end  balances  resulted  in any  material  difference  in  the  information
presented.
<TABLE>
<CAPTION>
                                                   1998                          1997                              1996
                                      ------------------------------   ---------------------------     -----------------------------
                                                            Weighted                      Weighted                          Weighted
                                                  Percent   Average             Percent   Average                 Percent   Average
                                                  Of Total  Nominal             of Total  Nominal                 of Total  Nominal
                                      Amount      Deposits    Rate     Amount   Deposits   Rate         Amount    Deposits    Rate
                                      ------      --------    ----     ------   --------   ----         ------    --------    ----
                                                                        (Dollars in Thousands)
<S>                                  <C>              <C>     <C>     <C>          <C>      <C>        <C>          <C>             
Savings and transaction accounts:
     Commercial NOW .............    $ 11,929         9.0%    3.24%   $  6,074     5.4%     3.16%      $  5,693     5.2%     2.64% 
     NOW ........................      11,878         8.9     1.13       7,840     7.0      1.16          8,382     7.6      1.15   
     Regular Savings (1) ........      24,635        18.5     2.74      20,765    18.6      2.78         21,802    19.8      2.77   
     Money market ...............       8,895         6.7     3.35       6,211     5.6      3.96          5,701     5.2      3.78   
     Demand deposits (1) ........      12,766         9.6               12,445    11.1                    9,367     8.4             
                                     --------       -----             --------   -----                 --------   -----             
              Total .............      70,103        52.7     2.61      53,335    47.7      2.71         50,945    46.2      2.57   
                                     --------       -----             --------   -----                 --------   -----             
                                                                                                                                    
Certificate accounts:                                                                                                               
     Three month ................       1,335         1.0     4.53       1,084     1.0      4.72            944     0.9      4.30   
     Six month ..................       7,412         5.6     4.74       5,571     5.0      4.97         10,710     9.7      4.81   
     Twelve month ...............      13,155         9.9     4.97      14,453    13.0      5.26         12,166    11.0      5.09   
     Eighteen month .............           0           0     0.00         256     0.2      5.57          3,765     3.4      5.59   
     Two to five years ..........      23,240        17.5     5.66      19,807    17.7      5.76         13,728    12.5      6.36   
     IRA ........................      17,735        13.3     6.04      17,216    15.4      6.13         18,024    16.3      6.29   
                                     --------       -----             --------   -----                 --------   -----  
              Total .............      62,877        47.3     5.49      58,387    52.3      5.65         59,337    53.8      5.73   
                                     --------       -----             --------   -----                 --------   -----             
                                                                                                                                    
Total deposits (1) ..............    $132,980       100.0%    4.12%   $111,722   100.0%     4.44%      $110,282   100.0%     4.43%  
                                     ========       =====             ========   =====                 ========   =====
</TABLE>

(1) Includes escrow and trustee accounts on sold loans.

                                      -21-
<PAGE>
     At December 31, 1998, the Bank had outstanding $7.2 million in time deposit
accounts in amounts of $100,000 or more maturing as follows:
<TABLE>
<CAPTION>
                                                                      Amount
                                                                       -----
                                                                  (In thousands)
<S>                                                                   <C>   
Maturity Period
---------------

Three months or less..............................................    $2,390
Over three through six months.....................................       668
Over six through 12 months........................................     1,357
Over 12 months....................................................     2,813
                                                                      ------
Total.............................................................    $7,228
                                                                      ======
</TABLE>

Borrowings

     The  borrowings  utilized by the Bank primarily have been advances from the
FHLB of Boston. In addition, the Bank has in the past utilized borrowings in the
form of repurchase  agreements,  secured by United  States  Government or agency
securities.

The following table sets forth certain information  regarding borrowed funds for
the dates indicated:
<TABLE>
<CAPTION>
                                              At or for the Year Ended December 31,     
                                              ------------------------------------- 
                                                 1998        1997         1996
                                                 ----        ----         ---- 
                                                      (Dollars in Thousands)
<S>                                             <C>         <C>         <C>    
Total borrowings:

 Average balance outstanding ...............    $20,904     $23,390     $11,624
 Maximum amount outstanding at any
   month-end during the period .............     29,635      28,952      13,186
 Balance outstanding at end of period ......     23,524      28,219      13,186
 Weighted average interest rate during
   the period ..............................       5.61%       5.87%       5.87%
 Weighted average interest rate at end
   of period ...............................       5.13%       5.94%       5.99%

</TABLE>
                                      -22-

<PAGE>
Subsidiaries

     The  Bank  is  the  only  subsidiary  of  the  Company.  The  Bank  has  no
subsidiaries.

REGULATION AND SUPERVISION

General
-------

     The Bank is a  Maine-chartered  savings  bank and its deposit  accounts are
insured up to applicable  limits by the FDIC primarily  under the Bank Insurance
Fund  ("BIF").  The Bank is subject to extensive  regulation by the FDIC, as the
deposit insurer,  and the State of Maine Bureau of Banking ("Bureau").  The Bank
must file reports with the Bureau and the FDIC  concerning  its  activities  and
financial  condition,  in addition to obtaining  regulatory  approvals  prior to
entering into certain transactions such as mergers with or acquisitions of other
depository institutions. There are periodic examinations by the FDIC to test the
Bank's  compliance  with various  regulatory  requirements.  This regulation and
supervision  establishes  a  comprehensive  framework of  activities  in which a
savings  Bank can engage and is intended  primarily  for the  protection  of the
insurance  fund  and  depositors.   The  regulatory  structure  also  gives  the
regulatory authorities extensive discretion in connection with their supervisory
and enforcement  activities and examination  policies,  including  policies with
respect to the  classification  of assets and the establishment of adequate loan
loss reserves for regulatory purposes.  Any change in such regulation could have
material  adverse  impact on the Company and the Bank and their  operations  and
stockholders.  The Company is also required to file certain  reports  with,  and
otherwise  comply with the rules and  regulations  of the Federal  Reserve Board
(the  "FRB"),  the State of Maine  Bureau of  Banking,  and the  Securities  and
Exchange Commission (the "SEC") under the federal securities laws.

Maine Law
---------

The  Superintendent  of the Maine Bureau of Banking is vested with the authority
to regulate  and  supervise  banks  which are  chartered  under  Maine law.  The
Superintendent  is required to examine each state  chartered  bank at least once
every  thirty-six  months.  The   Superintendent's   approval  is  required  for
establishing  or  closing  branches,  for  merging  with  other  banks  and  for
undertaking  many  other  activities.  Any Maine  bank that does not  operate in
accordance with the Superintendent's regulations,  policies and directive may be
sanctioned for noncompliance.

Maine-chartered savings banks have lending,  investment and other powers similar
to those  authorized for  federally-chartered  savings  institutions,  including
commercial  lending  authority and the ability to offer  personal and commercial
checking and NOW  accounts,  and have  virtually  the same powers as  commercial
banks. To the extent authorized by the Superintendent,  Maine-chartered  savings
banks   have  all   lending,   investment   and  other   powers   possessed   by
federally-chartered savings institutions based in Maine.

     The Bureau of Consumer  Credit  Protection  administers  the Maine Consumer
Credit Code, which regulates  broadly all consumer  lending  transactions in the
State of Maine, as well as home solicitation  sales and the offering of consumer
credit insurance.


                                      -23-
<PAGE>
Federal Deposit Insurance Corporation Improvement Act of 1991
-------------------------------------------------------------

     On December 19, 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") became law. While FDICIA primarily  addresses  additional
sources of funding for the BIF,  which insures the deposits of commercial  banks
and  savings  banks,  it also  imposes  a number  of new  mandatory  supervisory
measures on commercial banks, savings banks and savings associations.

     FDICIA requires financial  institutions to take certain actions relating to
their  internal  operations,  including:  providing  annual reports on financial
condition and management to the appropriate federal banking  regulators,  having
an annual independent audit of financial  statements performed by an independent
public  accountant and  establishing an independent  audit  committee  comprised
solely of  outside  directors.  FDICIA  also  imposes  certain  operational  and
managerial  standards on financial  institutions  relating to internal controls,
loan documentation,  credit underwriting,  interest rate exposure, asset growth,
compensation,  fees and benefits.  The federal banking  agencies,  including the
FDIC, have adopted guidelines implementing these standards.

     Pursuant to FDICIA, the banking agencies have issued a regulation requiring
all  financial  institutions  to adopt a written  policy  governing  real estate
lending.  The  regulation  requires  that  such  policy  address   underwriting,
documentation,  approval and reporting  standards and portfolio  diversification
and  administration  requirements  for real estate  loans,  so as to provide for
prudent and sound  lending  practices.  The policy  also must take into  account
guidelines  issued  by  the  banking  agencies  governing  such  policies.   The
guidelines suggest maximum loan-to-value ratios for all real estate loans, other
than permanent financing on one- to four-family  residences,  and provide limits
and requirements on loans that exceed those limits.

Restrictions Upon State-Chartered Banks.
----------------------------------------

     FDICIA added new Section 24 to the Federal Deposit  Insurance Act (the "FDI
Act"),  which  generally  limits the activities and equity  investments of state
chartered,   FDIC  insured  savings  banks  and  their   subsidiaries  to  those
permissible  for national banks and their  subsidiaries,  unless such activities
and investments are  specifically  exempted by Section 24 or consented to by the
FDIC. In October 1992, the FDIC adopted final  regulations  governing the equity
investments of FDIC insured savings banks,  effective on December 9, 1992, which
generally  prohibit equity investments by such banks and require the divestiture
of such  investments by December 19, 1996.  Section 24 provides an exception for
investments  in common and  preferred  stocks  listed on a  national  securities
exchange or the shares of registered  investment  companies by a bank if (1) the
bank held such types of  investments  during the 14-month  period from September
30, 1990 through November 26, 1991, (2) the state in which the bank is chartered
permitted  such  investments as of September 30, 1991, and (3) the bank notifies
the FDIC and obtains approval from the FDIC to make or retain such  investments.
Upon receiving such FDIC approval,  an  institution's  investment in such equity
securities will be subject to an aggregate limit up to its core capital. Section
24 also contains an exception for certain  majority  owned  subsidiaries.  Banks
holding impermissible  investments that do not receive FDIC approval must submit
to the FDIC a plan for divestiture of such  investments as quickly and prudently
as possible. The Bank applied for, and received, FDIC approval to invest in such
otherwise  impermissible  equity  investments.  The Bank currently has no equity
securities portfolio.


                                      -24-
<PAGE>
     The FDIC has also  adopted  final  regulations  pertaining  to the activity
restrictions  imposed  upon  insured  savings  banks and their  subsidiaries  by
Section 24. The FDIC will not approve an activity  that it determines to present
a significant  risk to the FDIC insurance  funds.  Management  believes that its
activities are of types permissible under FDICIA.

Risk-Based Premiums
-------------------

     FDICIA required the FDIC to issue  regulations,  effective by no later than
January 1, 1994,which  establish a system for setting deposit insurance premiums
based  upon the risks a  particular  bank or  savings  association  poses to the
deposit insurance funds.

     The FDIC has adopted  rules to  implement a risk-based  assessment  system.
Under  the  rule,  the FDIC  assigns  an  institution  to one of  three  capital
categories consisting of (1) well capitalized, (2) adequately capitalized or (3)
undercapitalized,   and  one  of  the  three   supervisory   subcategories.   An
institution's  assessment  rate depends on the capital  category and supervisory
category to which it is assigned.  Assessment  rates  currently range from 0% of
deposits for an institution in the highest category (i.e.,  well capitalized and
favorable  supervisory  rating) to 0.27% of  deposits  for  institutions  in the
lowest category (i.e.,  undercapitalized and substantial  supervisory  concern).
The Bank's  deposit  insurance  assessment  will  depend upon the  category  and
subcategory to which the Bank is assigned by the FDIC. The supervisory  subgroup
to which an institution is assigned by the FDIC is  confidential  and may not be
disclosed;   the  Bank  qualifies  as   "well-capitalized"   under  the  capital
categories.  Any increase in insurance  assessments could have an adverse effect
on the earnings of the Bank.

Prompt Corrective Action.
-------------------------

     FDICIA also establishes a system of prompt corrective action to resolve the
problems  of  undercapitalized  institutions.  The  FDIC,  FRB,  Office  of  the
Comptroller of the Currency ("COC") and the Office of Thrift Supervision ("OTS")
have adopted  final rules,  effective  December  19,  1992,  which  require such
regulators  to  take  certain  supervisory   actions  against   undercapitalized
institutions,  the severity of which  depends upon the  institution's  degree of
capitalization.   The  adopted  rules  create  five  categories   consisting  of
"well-capitalized", "adequately capitalized", "undercapitalized", "significantly
undercapitalized"  and  "critically-undercapitalized".  Regulatory  action taken
will depend on the level of capitalization of the institution and may range from
restrictions  on  capital   distributions   and  dividends  to  seizure  of  the
institution.  Generally,  subject to a narrow  exception,  FDICIA  requires  the
banking  regulator to appoint a receiver or conservator for an institution  that
is  critically   undercapitalized  within  90  days  after  becoming  critically
undercapitalized.  FDICIA authorizes the banking regulators to specify the ratio
tangible    equity    to    assets    at    which   an    institution    becomes
critically-undercapitalized  and  requires  that  ratio  be no  less  than 2% of
assets.

     The final rule also allows the regulator to downgrade an  institution  that
meets  certain  minimum  capital  requirements  but is otherwise in a "less than
satisfactory"   condition,   which  may  result  in  an  otherwise   "adequately
capitalized"    institution    with   other   problems   being   classified   as
"undercapitalized."


                                      -25-
<PAGE>
     The final rule adopted by the FDIC, on September 15, 1992, to implement the
prompt corrective action section of FDICIA,  generally  provides that an insured
institution  that has  risk-based  capital of less than 8.0% or a leverage ratio
that is less than 4.0% would be considered to be "undercapitalized",  an insured
institution that has risk-based  capital less than 6.0% or a leverage ratio that
is less than 3.0% would be  considered to be  "significantly  under-capitalized"
and an insured  institution that has a tangible capital to assets ratio equal to
or less than 2% would be deemed to be "critically  undercapitalized." Generally,
under  the   rule,   an   insured   institution   that  is   "undercapitalized,"
"significantly  under-capitalized,"  or  "critically  undercapitalized"  becomes
immediately  subject  to certain  regulatory  restrictions,  including,  but not
limited   to,   restrictions   on   growth,   investment   activities,   capital
distributions,  and affiliate transactions.  The filing of a capital restoration
plan, which must be guaranteed by the parent holding company,  is also required.
In addition,  "critically  undercapitalized"  institutions  must  receive  prior
written approval from the FDIC to engage in any material  transaction other than
in the normal  course of  business.  The Bank's  capital  ratios  (see  "Capital
Maintenance") qualify it for "well-capitalized" status.

Insurance of Deposit Accounts
-----------------------------

      Under the current risk-based deposit insurance premium structure,  insured
institutions  will pay a premium  ranging  from  0.00% of  deposits  to 0.27% of
deposits depending on the institution's FDIC risk  classification.  See "Federal
Deposit Insurance  Corporation  Improvement Act of 1991 - Risk-Based  Premiums."
The FDIC is authorized to raise  premiums for BIF members if the BIF is expected
to be at levels less than its required  reserve  ratio.  The FDIC has  exercised
this  authority  several times in the past and may raise BIF insurance  premiums
again in the near  future.  If such action is taken by the FDIC it could have an
adverse  effect on the  earnings  of the Bank.  Included  in the 1996  insurance
premium  amount was a one-time  assessment  of $175,807  on the  SAIF-attributed
deposits  acquired by the Bank in 1994. This further resulted in a refund of the
4th quarter assessment of $20,492.

     During 1994 and until May 1995, the Bank paid insurance  premiums under the
risk-based  system of 0.23% of deposits.  At that time the BIF was determined to
be adequately  capitalized and assessments on BIF deposits were  restructured to
range from 0.0% to 0.27%. As a "well-  capitalized"  Bank, the Bank was assessed
at 0% for the  period  from  June  through  December  1995 on its BIF  deposits.
Pursuant  to the Bank  acquisition  of First  Federal of  Lewiston  in 1994,  an
attributable portion of those deposits are insured under the Savings Association
Insurance  Fund  ("SAIF").  Prior  to May  1995,  the  Bank's  SAIF-attributable
deposits  were  assessed  at the  same  rate as its  BIF  deposits.  The  Bank's
attributable deposits totalled $33.4 million in 1995 and were assessed at 0.23%.
The Bank paid the SAIF assessment rate on these deposits through the 3rd quarter
of 1996 when a special  FDIC  assessment  was  levied.  The Bank paid a total of
$236,135  in federal  deposit  insurance  premiums to the BIF for the year ended
December 31, 1996 and, as a bank categorized as "well-capitalized",  paid no BIF
or SAIF  premium  in 1997 or 1998.  The  attributable  SAIF  deposit  amount  is
adjusted  each  year  according  to the  Bank's  overall  deposits  growth  (not
including  growth   attributable  to  mergers  or   acquisitions).   The  Bank's
attributable  deposit  amount for 1998 was $30.0  million  and for 1999 is $30.9
million. In 1999, under the current schedule for  "well-capitalized"  banks, the
Bank  would pay a 0.00%  FDIC  assessment  rate on it's BIF and  SAIF-attributed
deposits, a 0.013% Financing Corporation (FICO) assessment on BIF deposits and a
0.062%  FICO  assessment  on  SAIF-attributed  deposits.  In 1998 the Bank  paid
$28,896 in FICO assessments on its BIF and SAIF-attributed deposits.


                                      -26-
<PAGE>
     Under the FDI Act, insurance of deposits may be terminated by the FDIC upon
a finding  that the  institution  has engaged in unsafe or unsound  condition to
continue operations, or has violated any applicable law, regulation, rule, order
or condition  imposed by the FDIC.  The  management of the Bank does not know of
any practice,  condition or violation  that might lead to termination of deposit
insurance. At December 31, 1998, the Bank's capital exceeded the minimum capital
requirements imposed by the FDIC.

Capital Maintenance
-------------------

     The Bank is  subject to  capital  requirements  imposed by the FDIC and the
Superintendent,  which at the  present  time are  substantially  identical.  The
failure  to  satisfy  capital  requirements  can  result  in  severe  regulatory
sanctions.  The Bank's capital  currently is  significantly in excess of federal
and state requirements.

     The FDIC has issued regulations that require BIF-insured banks, such as the
Bank, to maintain minimum levels of capital. The regulations establish a minimum
leverage  capital  requirement  of not less than 3% core capital to total assets
for banks in the strongest  financial  and  managerial  condition,  with a CAMEL
Rating of 1 (the  highest  examination  rating of the FDIC for  banks).  For all
other banks, the minimum  leverage capital  requirement is 3% plus an additional
cushion of at least 100 to 200 basis  points.  Core  capital is comprised of the
sum of common  stockholders'  equity,  non-cumulative  perpetual preferred stock
(including  any  related   surplus)  and  minority   interests  in  consolidated
subsidiaries,  minus all  intangible  assets  (other than  qualifying  servicing
rights).  At December 31, 1998, the Bank's ratio of core capital to total assets
equalled 7.1%, which exceeded the minimum leverage requirement.

     The FDIC  also  requires  that  savings  banks  meet a  risk-based  capital
standard.  The risk-based  capital  standard  requires the  maintenance of total
capital  (which  is  defined  as core  capital  and  supplementary  capital)  to
risk-weighted  assets of 8%. In determining the amount of risk-weighted  assets,
all assets,  including  certain  off-balance  sheet assets,  are multiplied by a
risk-weight of 0% to 100%,  based on the risks the FDIC believes are inherent in
the type of asset.  The  components  of core  capital  are  equivalent  to those
discussed  earlier  under  the  3%  leverage  requirement.   The  components  of
supplementary  capital currently include cumulative  perpetual  preferred stock,
subordinated  debt and  intermediate  preferred stock and allowance for loan and
lease losses.  Allowance for loan and lease losses  includable in  supplementary
capital is limited to a maximum of 1.25% of gross risk-weighted assets. Overall,
the amount of capital counted toward supplementary capital cannot exceed 100% of
core capital.

     At December 31, 1998, the Bank's total risk-based  capital to risk-weighted
assets was 11.7%, which exceeded the FDIC risk-based capital requirements.


                                      -27-
<PAGE>
Loans-to-One-Borrower Limitations
---------------------------------

     With certain limited  exceptions,  a Maine  chartered  savings bank may not
make a loan or extend credit  (including  lease financing) to a single borrower,
together with their related  interests,  in excess of 20% of the bank's  capital
and  surplus,  while loans to a single  borrower,  together  with their  related
entities, in excess of 10% of capital and surplus requires the prior approval of
the majority of the Board of Directors, or of the executive committee.  The Bank
currently complies with all applicable loans-to-one-borrower limitations.

Community Reinvestment Act
--------------------------

     Under the  Community  Reinvestment  Act  ("CRA"),  as  implemented  by FDIC
regulations,  a savings institution has a continuing and affirmative  obligation
consistent  with its safe and sound  operation  to help meet the credit needs of
its entire community,  including low and moderate income neighborhoods.  The CRA
does not  establish  specific  lending  requirements  or programs for  financial
institutions nor does it limit an institution's  discretion to develop the types
of products  and  services  that it believes  are best suited to its  particular
community,  consistent  with the CRA. The CRA requires the FDIC,  in  connection
with its  examination  of a savings  institution,  to assess  the  institution's
record of meeting the credit needs of its community and to take such record into
account in its evaluation of certain applications by such institution. Effective
July 6, 1990, public disclosure of an institution's CRA rating is required.  The
FDIC provides a written evaluation of an institution's CRA performance utilizing
a four-tiered descriptive rating system which replaced the five-tiered numerical
rating system. The Bank has an outstanding CRA rating.

Federal Reserve System
----------------------

     Under FRB regulations, the Bank is required to maintain noninterest-earning
reserves  against its transaction  accounts  (primarily NOW and regular checking
accounts). The Federal Reserve Board regulations generally require that reserves
of 3% must be maintained against aggregate transaction accounts of $46.5 million
or less (subject to adjustment by the FRB), and a reserve of $1.4 million,  plus
10%  (subject to  adjustment  by the FRB between 8% and 14%) of that  portion of
total transaction accounts in excess of $46.5 million. The first $4.9 million of
otherwise  reservable  balances (subject to adjustments by the FRB) are exempted
from the reserve  requirements.  The Bank is in  compliance  with the  foregoing
requirements. Because required reserves must be maintained in the form of either
vault  cash,  a  non-interest-bearing  account  at a Federal  Reserve  Bank or a
pass-through  account  as  defined  by the  FRB,  the  effect  of  this  reserve
requirement is to reduce the Bank's interest-earning assets.

Bank Holding Company Regulation
-------------------------------

     On May 7, 1993,  the  Company  received  approval  from the FRB to become a
registered bank holding company pursuant to the Bank Holding Company Act of 1956
("BHCA")  by  acquiring  all of the  common  stock of the Bank.  The  Company is
subject to  examination,  regulation and periodic  reporting  under the BHCA, as
administered by the FRB.


                                      -28-
<PAGE>
     The Company is required to obtain the prior  approval of the FRB to acquire
all, or  substantially  all, of the assets of any bank or bank holding  company.
Prior FRB  approval  is required  for the Company to acquire  direct or indirect
ownership  or  control  of any  voting  securities  of any bank or bank  holding
company if,  after  giving  effect to such  acquisition,  it would,  directly or
indirectly,  own or control  more than 5% or any  voting  shares of such bank or
bank holding company.  The BHCA also prohibits the acquisition by the Company of
more than 5% of the voting shares,  or substantially  all the assets,  of a bank
located  outside the State of Maine unless such an acquisition  is  specifically
authorized by the laws of the state in which such bank is located. Maine banking
law permits the interstate  acquisition of banking  institutions by bank holding
companies on a nationwide  basis. See "-Acquisition of the Company." In addition
to the approval of the FRB, before any bank acquisition can be completed,  prior
approval  thereof may also be required to be obtained from other agencies having
supervisory   jurisdiction   over  the  bank  to  be  acquired,   including  the
Superintendent.

     The status of the Company as a registered  bank holding  company  under the
BHCA does not exempt it from  certain  federal  and state  laws and  regulations
applicable to corporations  generally,  including,  without limitation,  certain
provisions of the federal securities laws.

     In addition,  a bank holding company is generally  prohibited from engaging
in, or  acquiring  direct or  indirect  control  of,  any  Company  engaged  in,
non-banking  activities.  One of the principal exceptions to this prohibition is
for activities  found by the FRB to be so closely related to banking or managing
or controlling banks as to be a proper incident  thereto.  Some of the principal
activities that the FRB has determined by regulation to be so closely related to
banking  are;  (i) making or  servicing  loans;  (ii)  performing  certain  data
processing services; (iii) providing discount brokerage services; (iv) acting as
fiduciary,  investment  or  financial  advisor;  (v)  leasing  personal  or real
property; (vi) making investments in corporations or projects designed primarily
to  promote  community   welfare;   and  (vii)  acquiring  a  savings  and  loan
association.

     Subsidiary  banks  of  a  bank  holding  company  are  subject  to  certain
quantitative and qualitative  restrictions imposed by the Federal Reserve Act on
any extension of credit to, or purchase of assets from, or provision of a letter
of credit on behalf of the bank holding company or its subsidiaries,  and on the
investment in or  acceptance of stocks or securities of such holding  company or
its subsidiaries as collateral for loans. In addition, provisions of the Federal
Reserve  Act and FRB  regulations  limit the amount of, and  establish  required
procedures and credit  standards with respect to, loans and other  extensions of
credit to  officers,  directors  and  principal  shareholders  of the Bank,  the
Company,  any  subsidiary of the Company and related  interests of such persons.
Moreover, subsidiaries of bank holding companies are prohibited from engaging in
certain tie-in  arrangements ( with the Company or any of its  subsidiaries)  in
connection with any extension of credit, lease or sale of property or furnishing
of services.

     The Company and its subsidiary,  the Bank, are affected by the monetary and
fiscal policies of various agencies of the United States  Government,  including
the FRB. In view of changing conditions in the national economy and in the money
markets,  it is impossible for  management of the Company to accurately  predict
future changes in monetary  policy or the effect of such changes on the business
or financial condition of the Company or the Bank.


                                      -29-
<PAGE>
Restrictions on the Acquisition of the Company

     Under the Federal  Change in Bank Control Act  ("CIBCA"),  a notice must be
submitted  to the FRB if any person  (including  a company),  or group acting in
concert,  seeks to acquire 10% or more of the  Company's  shares of Common Stock
outstanding,  unless  the FRB finds  that the  acquisition  will not result in a
change in control of the  Company.  Under the CIBCA,  the FRB has 60 days within
which  to act on  such  notices,  taking  into  consideration  certain  factors,
including  the  financial  and  managerial   resources  of  the  acquiror,   the
convenience and needs of the communities served by the Company and the Bank, and
the antitrust effects of the acquisition. Under the BHCA, any Company would also
be required to obtain prior approval from the FRB before it may obtain "control"
of the Company within the meaning of the BHCA.  Control  generally is defined to
mean the  ownership  or power to vote 25  percent or more of any class of voting
securities  of the Company or the ability to control in any manner the  election
of  a  majority  of  the  Company's   directors.   See  "-Bank  Holding  Company
Regulation."

     Under Maine law, the Superintendent must approve the following transactions
prior to  consummation:  (1) the  acquisition  of control  of a Maine  financial
institution  or Maine  financial  institution  holding  company by any person or
company;  (2) the  acquisition  of more than 5% of the voting  shares of a Maine
financial  institution  holding company by a financial  institution or financial
institution  holding  company;  and (3) the  acquisition  of more than 5% of the
voting  shares  of  a  financial  institution,   the  operations  of  which  are
principally  conducted  outside  the  State  of  Maine,  by  a  Maine  financial
institution or a Maine financial institution holding company. In addition to the
foregoing, any person or company which acquires directly or indirectly more than
5% of the voting shares of a Maine  financial  institution or a Maine  financial
institution  holding company must file with the Superintendent  within five days
of the acquisition a statement containing information specified under Maine law,
which is  comparable to that required to be set forth in a statement on Schedule
13D under the Exchange Act.

                           FEDERAL AND STATE TAXATION

Federal Taxation

     General. The Company and the Bank will report their income on a fiscal year
basis  using the  accrual  method of  accounting  and will be subject to federal
income taxation in the same manner as other  corporations  with some exceptions,
including  particularly  the  Bank's  addition  to its  reserve  for  bad  debts
discussed below.  The following  discussion of tax matters is intended only as a
summary and does not purport to be a comprehensive  description of the tax rules
applicable to the Bank or the Company.

     Bad Debt  Reserves.  Savings  institutions  are  permitted  to  establish a
reserve for bad debts and to make annual additions thereto, which additions may,
within  specified  formula  limits,  be deducted  in  arriving at their  taxable
income.  Qualifying thrifts with average assets of $500 million or less, such as
the  Bank,  may  compute  their  deduction  based  on  the  Bank's  actual  loss
experience.

     Corporate  Alternative  Minimum  Tax.  For taxable  years  beginning  after
December 31, 1986,  the Internal  Revenue Code of 1986,  as amended (the "Code")
imposes a tax on alternative  minimum  taxable income ("AMTI") at a rate of 20%.
Only 90% of AMTI can be offset by net  operating  loss  carryovers.  For taxable


                                     -30-
<PAGE>
years  beginning  after  December 31, 1989, the adjustment to AMTI based on book
income  will be an amount  equal to 75% of the  amount by which a  corporation's
adjusted current  earnings  exceeds its AMTI (determined  without regard to this
adjustment and prior to reduction for net operating losses).

     Dividends  Received  Deduction and Other  Matters.  The Company may exclude
from its income 100% of dividends received from the Bank as a member of the same
affiliated group of corporations.  The corporate dividends received deduction is
generally 70% in the case of dividends  received from unaffiliated  corporations
with which the  Company  and the Bank will not file a  consolidated  tax return,
except  that if the  Company  and the Bank own more  than 20% of the  stock of a
corporation  distributing  a  dividend,  80% of any  dividends  received  may be
deducted.

State and Local Taxation

     The Bank and the Company are subject to a separate  state  franchise tax in
lieu of state corporate  income tax. For tax years beginning on or after January
1, 1986, the amount of the tax is the sum of 1% of Maine net income and $.08 per
$1,000  of  Maine  assets  as  defined  in  Maine  law.  Maine  assets  are  the
corporation's total end of the year assets as reported on the federal income tax
return.  Maine net income is the corporation's net income or loss as reported on
the federal income tax return which is apportioned to Maine under Maine law. The
Bank is not currently under audit with respect to its Maine income tax returns.

                            MANAGEMENT OF THE COMPANY

Senior Officers Who Are Not Directors

The following table sets forth certain information as of Dec. 31,1998, regarding
the senior officers of the Bank who are not also Directors.

     Name                      Age           Positions Held With the Bank
     ----                      ---           ----------------------------

John E. Thien                  49            Vice President and Treasurer
Gordon A. Flint                52            Regional Vice President
Robert D. Stone                50            Vice President-Operations
Gerard R. Belanger             54            Regional Vice President

Biographical Information of Senior Officers Who Are Not Directors

     Set forth below is certain  information with respect to the senior officers
of  the  Company  and  the  Bank.  Unless  otherwise  indicated,  the  principal
occupation listed for each person below has been his or her principal occupation
for the past five years.

     Gordon A. Flint  joined the Bank in  September  1992 as Vice  President  of
Commercial  Lending/Branch  Administration.  Prior to his  association  with the
Bank,  Mr. Flint was vice  president of Private  Banking and regional  executive
officer of the Western Maine region of Fleet Bank of Maine.


                                      -31-
<PAGE>
     John E.  Thien  joined  the  Bank in May  1992  as Vice  President  and was
appointed Treasurer in January 1993. Prior to joining the Bank, Mr. Thien served
as treasurer  from  1979-1992  at American  Bank,  FSB of Sanford  ("American"),
located in Sanford, ME. In 1990, the OTS placed American in receivership and the
Resolution Trust  Corporation  (the "RTC") took control of the institution.  Mr.
Thien remained with American through its resolution in March 1992, and served as
president of the Bank under the RTC.

     Robert D. Stone, Vice President of Operations,  joined the Bank in February
1994.  Prior to joining the Bank,  Mr.  Stone was a technology  consultant  from
1992-1994 and Senior Vice President, New England Operations,  of Fleet Financial
Group from 1972-1992.

     Gerard R.  Belanger  joined  the Bank in April 1994 as Vice  President  and
Commercial  Lending  Officer.  Prior to joining the Bank, Mr.  Belanger was Vice
President and  Commercial  Lending  Officer for Fleet Bank and its  predecessors
from 1963-1994.



                                      -32-
<PAGE>
Item 2.       Properties

     The Bank  conducts its business  through  eight  branch  locations  and one
seasonal location, as indicated below:

                           Net Book Value     Leased or          Lease
Location                     at 12/31/98        Owned          Expiration
--------                     -----------        -----          ----------

Main Street
Administrative Offices
Kingfield, ME                $  313,879         Owned

Depot Street
Kingfield, ME                  259,748          Owned

Main Street
Stratton, ME                    63,411          Owned

Main Street
Phillips, ME                    74,639          Owned

Main Street
Rangeley, ME                    182,066         Owned

Routes 2&4
Farmington, ME                  135,319         Leased           2/28/03

Route 201
Bingham, ME                     137,262         Owned

Main Street
Strong, ME                       81,116         Owned

Main Street
Madison, ME                     152,383         Owned

110 Canal Street
Lewiston, ME                    378,183         Owned

Total Net Book
                             ----------
Value                        $1,778,006
                             ==========



                                      -33-
<PAGE>
Item 3.       Legal Proceedings
-------------------------------

     The Bank is not  involved  in any  pending  legal  proceedings  other  than
routine legal proceedings occurring in the ordinary course of business, which in
the aggregate  involve amounts which are believed by management to be immaterial
to the financial condition of the Bank.

Item 4.       Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------------
     Not Applicable.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters
---------------------------------------------------------------------- 

     The inside back cover of the Company's  1998 Annual Report to  Stockholders
is herein incorporated by reference.

Item 6.       Management's Discussion and Analysis or Plan of Operation
----------------------------------------------------------------------- 

     Pages 2 through 9 of the Company's  1998 Annual Report to  Stockholders  is
herein incorporated by reference.

Item 7.       Financial Statements
---------------------------------- 

     See Item 13.

Item 8.       Changes In and Disagreements With Accountants on Accounting 
              and Financial Disclosure
------------------------------------------------------------------------- 

     There has been no current  report on Form 8-K filed  within 24 months prior
to the  date of the most  recent  financial  statements  reporting  a change  in
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons; 
              Compliance with Section 16(a) of the Exchange Act
--------------------------------------------------------------- 

     Information concerning directors, executive officers, promoters and control
persons of the Registrant is incorporated herein by reference from the Company's
definitive  Proxy Statement for the Annual Meeting of Stockholders to be held on
May 12,  1999,  a copy of which  will be filed not later than 120 days after the
close of the fiscal year.

                                      -34-
<PAGE>
Item 10.      Executive Compensation
------------------------------------- 

     Information  concerning  executive  compensation is incorporated  herein by
reference from the Company's  definitive  Proxy statement for the Annual Meeting
of  Stockholders  to  be held on May 12, 1999, a copy of which will be filed not
later than 120 days after the close of the fiscal year.

Item 11.      Security Ownership of Certain Beneficial Owners and Management
---------------------------------------------------------------------------- 

     Information  concerning security ownership of certain beneficial owners and
management is  incorporated  herein by reference  from the Company's  definitive
Proxy  statement for the Annual  Meeting of  Stockholders  to be held on May 12,
1999,  a copy of which  will be filed not later than 120 days after the close of
the fiscal year.

Item 12.      Certain Relationships and Related Transactions
------------------------------------------------------------ 

     Information  concerning certain  relationships and related  transactions is
incorporated  herein by reference from the Company's  definitive Proxy statement
for the Annual  Meeting  of  Stockholders  to be held on May 12, 1999, a copy of
which will be filed not later than 120 days after the close of the fiscal year.

Item 13.      Exhibits and Reports on Form 8-K
---------------------------------------------- 

     (a)      The following documents are filed as a part of this report:

     (1)  Consolidated  Financial  Statements of the Company are incorporated by
reference  to  the  following  indicated  pages  of  the 1998  Annual Report  to
Stockholders.


                                                                         PAGE
                                                                         ----

Independent Auditors' Report............................................  10

Consolidated Statements of Financial Condition as of

December 31, 1998 and 1997..............................................  11

Consolidated Statements of Income for the Years Ended

December 31, 1998,1997 and 1996.........................................  13

Consolidated Statements of Stockholders' Equity for

the Years Ended December 31, 1998,1997, and 1996........................  14

Consolidated Statements of Cash Flows for the Years

Ended December 31, 1998,1997 and 1996...................................  17

Notes to Consolidated Financial Statements..............................  19


                                     -35-
<PAGE>
    The remaining  information appearing in the Annual Report to Stockholders is
not  deemed to be filed as part of this  report,  except as  expressly  provided
herein.

     (2) All schedules are omitted  because they are not required or applicable,
or the required information is shown in the consolidated financial statements or
the notes thereto.

     (3)      Exhibits

     (a)      The following exhibits are filed as part of this report.

              3.1     Certificate of Incorporation of KSB Bancorp, Inc.(1)
              3.2     Bylaws of KSB Bancorp, Inc.(1)
              4.0     Stock Certificate of KSB Bancorp, Inc.(1)
              10.1    Form of Kingfield  Savings Bank  Recognition and Retention
                      Plan and Trust(2)
              10.3    Form of KSB  Bancorp,  Inc.  1993  Incentive  Stock Option
                      Plan.(2)
              10.4    Form of KSB  Bancorp,  Inc.  1993  Stock  Option  Plan for
                      Outside Directors.(2)
              10.5    Form of KSB Bancorp,  Inc. 1998 Long-Term  Incentive Stock
                      Option Plan.(3)
              11.0    Computation of earnings per share,  incorporated herein by
                      reference to Notes 1 and 13 to the Consolidated  Financial
                      Statements  on pages 22 and 30,  respectively, of the 1998
                      Annual Report to  Stockholders  attached hereto as Exhibit
                      13.
              13.0    1998 Annual Report to Stockholders (filed herewith).
              21.0    Subsidiary information is incorporated herein by reference
                      to "Part I - Subsidiaries."
              23.0    Consent of Berry, Dunn, McNeil and Parker, Certified
                      Public Accountants
              27.0    Financial Data Schedule

---------------
(1)  Incorporated  herein by reference  into this  document from the Exhibits to
     Form  S-1,  Registration  Statement,  initially  filed on March  18,  1993,
     Registration No. 33-59744.
(2)  Incorporated  herein by reference  into this  document from the Exhibits to
     the 1994 Proxy Statement, filed on April 4, 1994.
(3)  Incorporated  herein by reference  into this  document from the Exhibits to
     the 1998 Proxy Statement , filed on April 3, 1998.

     (b)      Reports on Form 8-K.

              None
                                      -36-
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 on the date indicated.

KSB BANCORP, INC.

(Registrant)

By:      /s/ John C. Witherspoon     3/31/99
         -----------------------------------
         President/CEO                (date)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

/s/ John C. Witherspoon    3/31/99           /s/ John E. Thien     3/31/99
----------------------------------           -----------------------------
President/CEO               (date)           Vice President/CFO     (date)

Winfield F. Robinson       3/31/99           /s/ G. Norton Luce    3/31/99
----------------------------------           -----------------------------
Chairman of the Board       (date)           Director               (date)

/s/ Roger G. Spear         3/31/99           /s/ William P. Dubord 3/31/99
----------------------------------           -----------------------------
Director                    (date)           Director               (date)

/s/ Theodore C. Johanson   3/31/99
----------------------------------
Director


                                                                  


                                      -37-