<PAGE>

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

                                    FORM 10-Q
(Mark One)

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

                For the quarterly period ended September 30, 2001

                                       or

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

For the transition period from __________________ to _________________

                         Commission File Number 1-14671


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

Delaware                                                              04-3444269
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation                   (I.R.S. Employer
or organization)                                             Identification No.)

31 Court Street, Westfield, Massachusetts                                  01085
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


                                 (413) 568-9141
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
--------------------------------------------------------------------------------

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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]    No [_]


         The issuer had 3,742,118 shares of common stock, par value $0.01 per
share, outstanding as of November 7, 2001.

<PAGE>

                             WORONOCO BANCORP, INC.
                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
PART I.          FINANCIAL INFORMATION

Item 1.    Financial Statements (unaudited)

           Consolidated Balance Sheets at
           September 30, 2001 and December 31, 2000...............................................    1

           Consolidated Income Statements for the Three
           and Nine Months Ended September 30, 2001 and 2000......................................    2

           Consolidated Statements of Changes in Stockholders' Equity
           for the Nine Months Ended September 30, 2001 and 2000..................................    3

           Consolidated Statements of Cash Flows for the
           Nine Months Ended September 30, 2001 and 2000..........................................    4

           Notes to Unaudited Consolidated Financial Statements...................................    5

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations..................................................    8

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.............................   27

PART II:         OTHER INFORMATION

Item 1.    Legal Proceedings......................................................................   28
Item 2.    Changes in Securities and Use of Proceeds..............................................   28
Item 3.    Defaults Upon Senior Securities........................................................   28
Item 4.    Submission of Matters to a Vote of Security Holders....................................   28
Item 5.    Other Information......................................................................   28
Item 6.    Exhibits and Reports on Form 8-K.......................................................   28

SIGNATURES........................................................................................   29
</TABLE>

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements (unaudited)

                     WORONOCO BANCORP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                            Unaudited
                                                                                          September 30,           December 31,
Assets                                                                                         2001                   2000
                                                                                        ------------------     -----------------
<S>                                                                                     <C>                    <C>
Cash and due from banks                                                                 $           15,662     $          13,414
Interest-bearing balances                                                                            9,503                11,954
Federal funds sold                                                                                   1,800                     -
                                                                                        ------------------     -----------------
         Total cash and cash equivalents                                                            26,965                25,368

Securities available for sale, at fair value                                                       161,812               176,733
Federal Home Loan Bank stock, at cost                                                               13,750                13,750
Loans held for sale                                                                                      -                14,313
Loans, net of allowance for loan losses ($2,729 at
   September 30, 2001 and $2,590 at December 31, 2000)                                             433,375               391,286
Other real estate owned, net                                                                           277                    61
Premises and equipment, net                                                                         11,128                11,131
Accrued interest receivable                                                                          3,240                 3,374
Goodwill                                                                                               639                   698
Net deferred tax asset                                                                                 253                 1,791
Cash surrender value of life insurance                                                               2,369                 2,238
Other assets                                                                                         1,322                 1,717
                                                                                        ------------------     -----------------
         Total assets                                                                   $          655,130     $         642,460
                                                                                        ==================     =================

Liabilities and Stockholders' Equity

Deposits                                                                                $          352,699     $         325,255
Short-term borrowings                                                                               18,143               136,031
Long-term debt                                                                                     205,000               105,000
Mortgagors' escrow accounts                                                                          1,698                   871
Accrued expenses and other liabilities                                                               7,123                 4,544
                                                                                        ------------------     -----------------
         Total liabilities                                                                         584,663               571,701
                                                                                        ------------------     -----------------

Commitments and contingencies

Stockholders' Equity:
    Preferred stock ($.01 par value; 2,000,000 shares
      authorized; no shares issued and outstanding)                                                      -                     -
    Common stock ($.01 par value; 16,000,000 shares authorized;
      shares issued: 5,998,860 at September 30, 2001 and December 31,
      2000; shares outstanding: 3,756,218 at September 30, 2001 and
      4,154,464 at December 31, 2000)                                                                   60                    60
    Additional paid-in capital                                                                      58,115                57,954
    Unearned compensation                                                                           (5,087)               (5,742)
    Retained earnings                                                                               40,320                38,311
    Accumulated other comprehensive income - net unrealized
      gain on securities available-for-sale, net of tax effects                                      3,298                   365
    Treasury stock, at cost (2,242,642 shares at September 30, 2001
      and 1,844,396 shares at December 31, 2000)                                                   (26,239)              (20,189)
                                                                                        ------------------     -----------------
         Total stockholders' equity                                                                 70,467                70,759
                                                                                        ------------------     -----------------
         Total liabilities and stockholders' equity                                     $          655,130     $         642,460
                                                                                        ==================     =================
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       1

<PAGE>

                     WORONOCO BANCORP, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                 (Dollars In Thousands Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                                         Unaudited                         Unaudited
                                                                    Three Months Ended                 Nine Months Ended
                                                                       September 30,                      September 30,
                                                              -----------------------------      -------------------------------
                                                                   2001            2000             2001               2000
                                                              -------------   -------------      -----------       -------------
<S>                                                           <C>             <C>                <C>               <C>
Interest and dividend income:
    Interest and fees on loans                                $       7,474   $       7,074      $    22,287       $      19,566
    Interest and dividends on securities:
      Interest                                                        2,101           2,535            6,746               7,119
      Dividends                                                         799             801            2,444               2,311
    Interest on federal funds sold                                       12               1              200                  25
    Other interest income                                                50              69              232                 195
                                                              -------------   -------------      -----------       -------------
          Total interest and dividend income                         10,436          10,480           31,909              29,216
                                                              -------------   -------------      -----------       -------------

Interest expense:
    Interest on deposits                                              2,734           2,902            8,513               7,410
    Interest on borrowings                                            2,970           3,594            9,535               9,347
                                                              -------------   -------------      -----------       -------------
          Total interest expense                                      5,704           6,496           18,048              16,757
                                                              -------------   -------------      -----------       -------------

Net interest income                                                   4,732           3,984           13,861              12,459
Provision for loan losses                                               110              60              195                 120
                                                              -------------   -------------      -----------       -------------

Net interest income, after provision for loan losses                  4,622           3,924           13,666              12,339
                                                              -------------   -------------      -----------       -------------
Other income:
    Fee income                                                          611             559            1,795               1,585
    Insurance commissions                                               114             111              358                 350
    Gain on sales and disposition of securities, net                    162             323              505                 962
    Gain on sales of loans, net                                           -               -               70                   -
    Loss on derivative instruments and hedging activities               (14)              -              (82)                  -
    Other income                                                         14              49              111                 163
                                                              -------------   -------------      -----------       -------------
          Total other income                                            887           1,042            2,757               3,060
                                                              -------------   -------------      -----------       -------------

Other expenses:
    Salaries and employee benefits                                    2,142           1,860            6,240               5,741
    Occupancy and equipment                                             504             465            1,597               1,412
    Marketing                                                           143             262              516                 644
    Professional services                                               239             187              745                 614
    Data processing                                                     233             207              678                 601
    Other general and administrative                                    616             586            2,087               1,851
                                                              -------------   -------------      -----------       -------------
          Total other expenses                                        3,877           3,567           11,863              10,863
                                                              -------------   -------------      -----------       -------------

Income before income tax expense                                      1,632           1,399            4,560               4,536
Income tax expense                                                      563             454            1,608               1,547
Net income before cumulative effect of change in
                                                              -------------   -------------      -----------       -------------
   accounting principle                                               1,069             945            2,952               2,989
Cumulative effect of change in accounting principle,
   net of tax benefit of $92                                              -               -             (161)                  -
                                                              -------------   -------------      -----------       -------------
          Net income                                          $       1,069   $         945      $     2,791       $       2,989
                                                              =============   =============      ===========       =============

Earnings per share:
     Basic                                                    $        0.30   $        0.22      $      0.78       $        0.64
     Diluted                                                  $        0.29   $        0.22      $      0.74       $        0.63

Weighted average shares outstanding:
     Basic                                                        3,515,910       4,272,132        3,581,826           4,705,379
     Diluted                                                      3,720,571       4,361,379        3,762,123           4,740,483
</TABLE>

See accompanying notes to unaudited consolidated financial stants

                                        2

<PAGE>

                     WORONOCO BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  Nine Months Ended September 30, 2001 and 2000
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                   Additional
                                                                     Common          Paid-in         Unearned          Retained
                                                                      Stock          Capital       Compensation        Earnings
                                                                   ------------   -------------    ------------     -------------
<S>                                                                <C>            <C>              <C>              <C>
Balance at December 31, 2000                                        $       60      $   57,954      $   (5,742)      $    38,311

Comprehensive income:
Net income                                                                   -               -                -            2,791
Change in net unrealized gain on securities
   available for sale, net of reclassification
   adjustment and tax effects                                                -               -                -                -
           Total comprehensive income

Decrease in unearned compensation                                            -             161              655                -

Cash dividends declared                                                      -               -                -             (782)

Treasury stock purchased (398,746 shares)                                    -               -                -                -

Treasury stock reissued in connection with Company's
    stock-based incentive plan (500 shares)                                  -               -                -                -
                                                                  -------------    ------------    -------------    -------------

Balance at September 30, 2001                                      $        60      $   58,115      $    (5,087)     $    40,320
                                                                  =============    ============    =============    =============


Balance at December 31, 1999                                       $        60      $   57,874      $    (6,604)     $    35,230


Comprehensive income:
Net income                                                                   -               -                -            2,989
Change in net unrealized loss on securities
   available for sale, net of reclassification
   adjustment and tax effects                                                -               -                -                -

           Total comprehensive income


Decrease in unearned compensation                                            -              28              647                -

Cash dividends declared                                                      -               -                -             (768)

Treasury stock purchased (1,322,289 shares)                                  -               -                -                -
                                                                  -------------    ------------    -------------    -------------

Balance at September 30, 2000                                      $        60      $   57,902      $    (5,957)     $    37,451
                                                                  =============    ============    =============    =============

<CAPTION>
                                                                    Accumulated
                                                                      Other
                                                                   Comprehensive     Treasury
                                                                   Income (Loss)       Stock            Total
                                                                   -------------   -------------   ------------
<S>                                                                <C>             <C>             <C>
Balance at December 31, 2000                                        $       365     $   (20,189)    $   70,759
                                                                                                   ------------
Comprehensive income:
Net income                                                                    -               -          2,791
Change in net unrealized gain on securities
   available for sale, net of reclassification
   adjustment and tax effects                                             2,933               -          2,933
                                                                                                   ------------
           Total comprehensive income                                                                    5,724
                                                                                                   ------------



Decrease in unearned compensation                                             -               -            816

Cash dividends declared                                                       -               -           (782)

Treasury stock purchased (398,746 shares)                                     -          (6,056)        (6,056)

Treasury stock reissued in connection with Company's
    stock-based incentive plan (500 shares)                                   -               6              6
                                                                   -------------   -------------   ------------

Balance at September 30, 2001                                       $     3,298     $   (26,239)    $   70,467
                                                                   =============   =============   ============


Balance at December 31, 1999                                        $    (3,875)    $    (1,790)    $   80,895
                                                                                                   ------------

Comprehensive income:
Net income                                                                    -               -          2,989
Change in net unrealized loss on securities
   available for sale, net of reclassification
   adjustment and tax effects                                             1,939               -          1,939
                                                                                                   ------------
           Total comprehensive income                                                                    4,928
                                                                                                   ------------

Decrease in unearned compensation                                             -               -            675

Cash dividends declared                                                       -               -           (768)

Treasury stock purchased (1,322,289 shares)                                   -         (14,099)       (14,099)
                                                                   -------------   -------------   ------------

Balance at September 30, 2000                                       $    (1,936)    $   (15,889)    $   71,631
                                                                   =============   =============   ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       3

<PAGE>

                      WORONOCO BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                                        Unaudited
                                                                                               Nine Months Ended September 30,
                                                                                               2001                      2000
                                                                                           ----------                ----------
<S>                                                                                        <C>                       <C>
Cash flows from operating activities:
    Net income                                                                             $   2,791                 $   2,989
    Adjustments to reconcile net income to net cash
      provided by operating activities:
          Provision for loan losses                                                              195                       120
          Net accretion of investments                                                           (15)                      (40)
          Depreciation and amortization                                                          729                       661
          Employee stock ownership plan expense                                                  457                       319
          Stock-based incentive plan expense                                                     359                       356
          Gain on sales and disposition of securities, net                                      (505)                     (962)
          Gain on sale of loans held for sale                                                    (70)                        -
          Gain on sale of other real estate owned                                                 (4)                       (3)
          Amortization of goodwill                                                                59                        58
          Proceeds from sale of loans held for sale                                           14,383                         -
          Changes in operating assets and liabilities:
               Accrued interest receivable                                                       134                      (909)
               Accrued expenses and other liabilities                                          2,527                     1,813
               Other, net                                                                        247                      (315)
                                                                                           ---------                 ---------
                      Net cash provided by operating activities                               21,287                     4,087
                                                                                           ---------                 ---------

Cash flows from investing activities:
    Proceeds from sales of securities available for sale                                       3,347                     7,850
    Purchases of securities available for sale                                                (4,993)                  (43,194)
    Principal payments on mortgage-backed investments                                         21,575                     9,359
    Purchases of Federal Home Loan Bank stock                                                      -                    (3,686)
    Loans originated/purchased, net of loan payments received                                (42,509)                  (72,879)
    Purchases of banking premises and equipment                                                 (726)                     (368)
    Proceeds from sales of foreclosed real estate                                                 65                       851
    Payment to purchase Agan Insurance Agency, Inc.                                                -                      (800)
                                                                                           ---------                 ---------
                      Net cash used in investing activities                                  (23,241)                 (102,867)
                                                                                           ---------                 ---------

Cash flows from financing activities:
    Net increase in deposits                                                                  27,444                    43,061
    Net (decrease) increase in short-term borrowings                                        (117,888)                   61,790
    Proceeds from issuance of long-term debt                                                 100,000                    10,000
    Net increase in mortgagors' escrow accounts                                                  827                       691
    Cash dividends paid                                                                         (782)                     (768)
    Treasury stock purchased                                                                  (6,056)                  (12,643)
    Treasury stock reissued in connection with stock-based incentive plan                          6                         -
                                                                                           ---------                 ---------
                      Net cash provided by financing activities                                3,551                   102,131
                                                                                           ---------                 ---------

Net increase in cash and cash equivalents                                                      1,597                     3,351

Cash and cash equivalents at beginning of period                                              25,368                    16,185
                                                                                           ---------                 ---------
Cash and cash equivalents at end of period                                                 $  26,965                 $  19,536
                                                                                           =========                 =========

Supplemental cash flow information:
    Interest paid on deposits                                                              $   9,314                 $   7,521
    Interest paid on borrowings                                                                9,585                     8,986
    Income taxes paid                                                                          1,244                     1,230
    Transfers from loans to other real estate owned                                              225                        61
</TABLE>


See accompanying notes to unaudited consolidated financial statements

                                       4

<PAGE>

                     WORONOCO BANCORP, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
               At and for the Nine Months Ended September 30, 2001

1.  Unaudited Consolidated Financial Statements
The Unaudited Consolidated Financial Statements of Woronoco Bancorp, Inc. and
its subsidiaries (the "Company") included herein are unaudited, and in the
opinion of management all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation of the financial condition,
results of operations and cash flows, as of and for the periods covered herein,
have been made. Certain information and note disclosures normally included in
the Consolidated Financial Statements have been omitted as they are included in
the most recent Securities and Exchange Commission ("SEC") Form 10-K and
accompanying Notes to the Consolidated Financial Statements (the "Form 10-K")
filed by the Company for the year ended December 31, 2000. Management believes
that the disclosures contained herein are adequate to make a fair presentation.

These unaudited consolidated financial statements should be read in conjunction
with the Form 10-K.

The results for the three and nine month interim periods covered hereby are not
necessarily indicative of the operating results for a full year.

2.  New Accounting Pronouncements
On June 30, 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
requires all business combinations initiated after June 30, 2001 to be accounted
for using the purchase method. With the adoption of SFAS No. 142, effective
January 1, 2002, goodwill is no longer subject to amortization over its
estimated useful life. Goodwill will be subject to at least an annual assessment
for impairment by applying a fair value based test. Additionally, under SFAS No.
142, acquired intangible assets should be separately recognized if the benefit
of the intangible asset is obtained through contractual or other legal rights,
or if the intangible asset can be sold, transferred, licensed, rented, or
exchanged, regardless of intent to do so. Management is evaluating the impact of
the adoption of this statement. At a minimum, after December 31, 2001 the
Company will not recognize goodwill amortization of $78,000 per year. In
addition, management will be required to determine if at December 31, 2001 the
remaining goodwill is impaired.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which, as amended by SFAS No. 137 and SFAS No. 138, is
effective for fiscal years beginning after June 15, 2000. This Statement
establishes accounting and reporting standards for derivative instruments and
hedging activities, including certain derivative instruments embedded in other
contracts, and requires that an entity recognize those items as assets or
liabilities in the balance sheet and measure them at fair value. If certain
conditions are met, an entity may elect to designate a derivative as a hedging
instrument. The Statement generally provides for matching the timing of the
recognition of the gain or loss on derivatives designated as hedging instruments
with the recognition of the changes in the fair value of the item being hedged.
Depending on the type of hedge, such recognition will be in either net income or
other comprehensive income. For derivatives not designated as hedging
instruments, changes in fair value will be recognized in net income in the
period of change. The Company adopted this Statement on January 1, 2001.

                                       5

<PAGE>

As part of the interest rate risk management, the Company entered into interest
rate swap agreements with a notional amount of $50 million at September 30,
2001. These swap agreements are used to hedge a portfolio of brokered
certificates of deposit. All of the swaps are designated as a fair value hedge
since they are used to convert the cost of the certificates of deposit from a
fixed to variable rate. Since the hedge relationship is estimated to be 100
percent effective (gain or loss on the swap agreements will completely offset
the gain or loss on the certificates of deposit) there will be no impact on the
statement of income or on comprehensive income. The application of SFAS No. 133
results in the grossing up of the balance sheet to reflect the swap and the
certificates of deposit at fair value. At September 30, 2001 the fair value of
these swap agreements was approximately $417,701. Under SFAS No. 133, the
Company recognized an increase of $417,701 in other assets and other
liabilities.

The Company also has interest rate protection agreements (caps) with a notional
amount of $150 million at September 30, 2001. These caps are used to limit the
Company's exposure to rising interest rates on its borrowings. Under these
agreements the Company paid premiums of $480,000 for the right to receive cash
flow payments in excess of the predetermined cap rate; thus, effectively
"capping" its interest rate cost for the duration of the agreements. In
accordance with SFAS No. 133, management designates these caps as cash-flow
hedges. As such, the interest rate cap is carried on the balance sheet at fair
value with the time and option volatility value changes reflected in the current
statement of income. Any intrinsic value will be recorded in other comprehensive
income and recognized in future statements of income as an offset to related
future borrowing costs. As of January 1, 2001, the cumulative effect from the
adoption of FAS 133, related to these caps as well as caps which expired in the
second quarter of 2001, was a fair value loss of $350,618. During the third
quarter of 2001 the Company recognized a fair value loss of $7,032.

The Company has written call options for stocks held in its portfolio or that
are purchased simultaneous to the sale of the option. The Company receives a
premium for selling the call and may be obligated to sell the underlying stock
if the strike price is reached. The call premium is classified as a liability
until the option expires. If the strike price for the stock is reached, the
Company may be required to sell the stock to the option holder. The Company
would record a gain on the sale of the stock, including the option premium.
Should the strike price not be reached, the option holder would not exercise the
option to purchase the stock and the Company would record the premium as
ordinary income. The Company uses call options to enhance the short-term
earnings of its equity portfolio. In accordance with SFAS No. 133, management
designates these call options as cash-flow hedges. For a qualifying cash flow
hedge, a call option will be carried on the balance sheet at fair value with the
time and option volatility value changes reflected in the current statement of
income. As of January 1, 2001, the cumulative effect from the adoption of FAS
133 related to these call options was a fair value loss of $9,055. During the
third quarter of 2001 the Company recognized a fair value loss of $6,996.

In September of 2000, SFAS No. 140 was issued replacing SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." This Statement provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities
based on a financial-components approach that focuses on control. Under that
approach, after a transfer of financial assets, an entity recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. In addition, this Statement requires
certain disclosures regarding securitization of financial assets. This Statement
is effective for transfers and servicing of financial assets and extinguishments
of liabilities occurring after March 31, 2001. The adoption of this Statement
did not have a material effect on the Company's consolidated financial
statements.

                                       6

<PAGE>

3.  Earnings Per Share
Basic earnings per share represents net income divided by the weighted-average
number of common shares outstanding during the period. Diluted earnings per
share reflects additional common shares that would have been outstanding if
potential dilutive shares, such as stock options, had been issued. However,
options will have a dilutive effect only when the average market price of the
common stock exceeds the exercise price of the options.

The following table sets forth the calculation of basic and diluted earnings per
share for the periods indicated (dollars in thousands except share amounts and
per share amounts).

<TABLE>
<CAPTION>
                                                                 Unaudited                                   Unaudited
                                                        Three Months Ended September 30,          Nine Months Ended September 30,
                                                           2001                  2000                  2001              2000
                                                     -----------------     -----------------      ---------------   --------------
<S>                                                  <C>                   <C>                    <C>               <C>
Net income                                           $           1,069     $             945      $         2,791   $        2,989

Weighted average shares outstanding:
     Weighted average shares outstanding                     5,998,860             5,998,860            5,998,860        5,998,860
     Less: unearned ESOP shares                               (379,819)             (419,811)            (389,816)        (429,845)
     Less: treasury shares                                  (2,103,131)           (1,306,917)          (2,027,218)        (863,636)
                                                     -----------------     -----------------      ---------------   --------------
         Basic                                               3,515,910             4,272,132            3,581,826        4,705,379

               Effect of dilutive stock options                204,662                89,247              180,297           35,104

                                                     -----------------     -----------------      ---------------   --------------
         Diluted                                             3,720,572             4,361,379            3,762,123        4,740,483
                                                     =================     =================      ===============   ==============

Net income per share:
     Basic                                           $            0.30     $            0.22      $          0.78   $         0.64
     Diluted                                         $            0.29     $            0.22      $          0.74   $         0.63
</TABLE>

4.  Dividends
On October 17, 2001, the Company declared a cash dividend of $0.10 per share
payable on November 23, 2001 to shareholders of record as of the close of
business on November 2, 2001.

5.  Loan commitments
Outstanding loan commitments totaled $21.9 million at September 30, 2001
compared to $7.3 million at December 31, 2000. At September 30, 2001 and
December 31, 2000, the Company had no commitments to purchase loans.

                                       7

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations.
        -------------

The following analysis discusses changes in the financial condition and results
of operations at and for the three and nine months ended September 30, 2001 and
2000, and should be read in conjunction with the Company's Unaudited
Consolidated Financial Statements and the notes thereto, appearing in Part I,
Item 1 of this document.

Forward-Looking Statements

This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identified by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations of the Company include, but are not limited to: changes in interest
rates, general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Treasury
and the Federal Reserve Board, the quality or composition of the loan or
investment portfolios, demand for loan products, deposit flows, competition,
demand for financial services in the Company's market area and accounting
principles and guidelines. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.

Except as required by applicable law and regulation, the Company does not
undertake - and specifically disclaims any obligation - to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

                                       8

<PAGE>

Comparison of Financial Condition at September 30, 2001 and December 31, 2000

Total assets increased $12.6 million, or 2.0%, to $655.1 million at September
30, 2001 compared to $642.5 million at December 31, 2000 primarily due to an
increase of $42.1 million in net loans, offset by the sale of $14.3 million of
loans held for sale in 2001 and a reduction of $14.9 million in securities
available for sale balances mainly due to amortization and prepayments in the
mortgage-backed securities portfolio. Total net loans rose 10.8% to $433.4
million at September 30, 2001 from $391.3 million at December 31, 2000
reflecting loan origination and refinancing activity, offset by prepayments and
payoffs of the existing portfolio. The balance sheet expansion was primarily
funded by deposit balances which rose $27.4 million, or 8.4%, to $352.7 million
at September 30, 2001 compared to $325.3 million at December 31, 2000. Total
short-term borrowings declined $125 million to $18.1 million at September 30,
2001 from $136.0 million at December 31, 2000 reflecting maturing FHLB advances.
Short term advances were replaced by longer-term debt to take advantage of
attractive rates and, to a lesser extent, were paid off using excess funds
generated by the sale of loans held for sale as well as paydowns and prepayments
of mortgage backed securities. Stock repurchases totaling $6.1 million, offset
by net income of $2.8 million and an increase of $2.9 million in net unrealized
gain on securities available for sale, contributed to a net decrease in
stockholders' equity of $292,000 to $70.5 million at September 30, 2001 from
$70.8 million at December 31, 2000.

Investments

At September 30, 2001, the Company's securities portfolio totaled $161.8
million, or 24.7% of assets, all of which was categorized as available-for-sale.
The following table sets forth information regarding the amortized cost and
market values of the Company's investment securities.

<TABLE>
<CAPTION>
                                                         September 30, 2001         December 31, 2000
                                                      -----------------------    ----------------------
                                                      Amortized        Fair      Amortized       Fair
                                                         Cost         Value         Cost        Value
                                                      ---------     ---------    ---------    ---------
                                                                    (Dollars In Thousands)
<S>                                                   <C>           <C>          <C>          <C>
Equity securities:
    Preferred stock                                   $   3,926     $   3,910    $   3,243    $   2,916
    Common stock                                         12,998        12,197       11,654       12,063
    Trust preferred                                      19,596        20,026       19,455       18,191
                                                      ---------     ---------    ---------    ---------
       Total equity securities                           36,520        36,133       34,352       33,170
                                                      ---------     ---------    ---------    ---------

Mortgage-backed and mortgage-related securities:
    Freddie Mac                                          21,668        22,668       25,730       26,017
    Fannie Mae                                           62,847        66,669       72,992       75,052
    Ginnie Mae                                           30,030        30,388       36,833       36,031
    REMICS                                                5,705         5,954        6,272        6,463
                                                      ---------     ---------    ---------    ---------
       Total mortgage-backed securities                 120,250       125,679      141,827      143,563
                                                      ---------     ---------    ---------    ---------
          Total securities (1)                        $ 156,770     $ 161,812    $ 176,179    $ 176,733
                                                      =========     =========    =========    =========
</TABLE>

(1) Does not include $13.8 million of FHLB-Boston stock held at September 30,
    2001 and December 31, 2000.

Securities available for sale declined $14.9 million, or 8.4%, primarily due to
principal payments on mortgage-backed securities totaling $21.6 million offset
by an increase of $4.5 million in the net unrealized gain on securities
available for sale.


                                       9

<PAGE>

Lending Activities

At September 30, 2001, the Company's gross loan portfolio was $448.1 million, or
68.4%, of total assets. The following table sets forth the composition of the
Company's loan portfolio in dollar amounts and as a percentage of the respective
portfolio.

<TABLE>
<CAPTION>
                                        September 30, 2001       December 31, 2000
                                      ---------------------    ---------------------
                                                    Percent                  Percent
                                        Amount     of Total      Amount     of Total
                                      ---------    --------    ---------    --------
                                                   (Dollars In Thousands)

<S>                                   <C>          <C>         <C>          <C>
Real estate loans
    One- to four-family               $ 252,579      56.36%    $ 225,144       55.92%
    Multi-family                         32,391       7.23%       33,529        8.33%
    Commercial                           36,685       8.19%       29,257        7.27%
    Construction and development         15,798       3.53%       11,361        2.82%
                                      ---------    -------     ---------    --------
          Total real estate loans       337,453      75.31%      299,291       74.34%
                                      ---------    -------     ---------    --------

Consumer loans

    Home equity loans                    85,416      19.06%       81,888       20.34%
    Automobile                           13,041       2.91%       12,941        3.21%
    Other                                 3,488       0.78%        3,550        0.88%
                                      ---------    -------     ---------    --------
          Total consumer loans          101,945      22.75%       98,379       24.43%
                                      ---------    -------     ---------    --------

Commercial loans                          8,674       1.94%        4,936        1.23%
                                      ---------    -------     ---------    --------

          Total loans                   448,072     100.00%      402,606      100.00%
                                                   =======                  ========

Less:
    Unadvanced loan funds (1)           (12,690)                  (9,537)
    Deferred loan origination costs         722                      807
    Allowance for loan losses            (2,729)                  (2,590)
                                      ---------                ---------

          Net loans                   $ 433,375                $ 391,286
                                      =========                =========
</TABLE>

(1) Includes committed but unadvanced loan amounts.

Total gross loans rose $45.5 million, or 11.3%, during the nine months ended
September 30, 2001 reflecting loan origination and refinancing activity,
partially offset by prepayments and amortization of the existing portfolio. The
lending environment remained favorable in 2001 as lower interest rates more than
offset any affect from slower economic activity. Loan growth was strong across
several categories, including increases of 12.2% in one- to four-family
residential real estate, 25.4% in commercial real estate and 39.1% in
construction and development.


                                       10

<PAGE>

Non-performing Assets

The following table sets forth information regarding nonaccrual loans, real
estate owned and restructured loans.

                                               September 30,  December 31,
                                                    2001          2000
                                                  -------        ------
                                                 (Dollars in Thousands)

Nonaccruing loans:
    Real estate:
       One- to four- family                       $    42        $    4
       Commercial                                       -           235
    Home equity loans                                  11            22
    Commercial loans                                    -             -
                                                  -------        ------
       Total                                           53           261
Other real estate owned, net (1)                      277            61
                                                  -------        ------
    Total non-performing assets                       330           322
Troubled debt restructurings                            -             -
Troubled debt restructurings and
                                                  -------        ------
    total non-performing assets                   $   330        $  322
                                                  =======        ======

Total non-performing loans and
    troubled debt restructurings as a
    percentage of total loans (2) (3)                0.01%         0.07%
Total non-performing assets and
    troubled debt restructurings as a
    percentage of total assets (3)                   0.05%         0.05%






(1) Other real estate owned balances are shown net of related allowances.
(2) Total loans includes loans, less unadvanced loan funds, plus net deferred
    loan costs.
(3) Non-performing assets consist of nonperforming loans and other real estate
    owned, net. Nonperforming loans consist of nonaccruing loans and all loans
    90 days or more past due and other loans which have been identified by the
    Company as presenting uncertainty with respect to the collectibility of
    interest or principal.

During the second quarter of 2001, the Company foreclosed on a commercial
mortgage with an outstanding loan balance of approximately $225,000. The
property was transferred to OREO from the commercial real estate nonaccruing
loan category. The Company has a contract to sell the property, which should
close in the fourth quarter of 2001, at approximately its carrying value.


                                       11

<PAGE>

Allowance for Loan Losses
Management completes a loan loss allowance sufficiency analysis on a monthly
basis based upon the loan portfolio composition, asset classifications,
loan-to-value ratios, impairments in the loan portfolio and other factors. The
analysis is compared to actual losses, peer group data and economic conditions.
The allowance for loan losses is maintained through provisions for loan losses
which are charged to operations. Loan losses are charged against the allowance
when management believes the uncollectibility of a loan balance is confirmed.
Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at an amount management considers
adequate to cover estimated losses in its loan portfolio based on management's
on-going evaluation of the risks inherent in its loan portfolio, consideration
of the trends in the Company's loan portfolio, the national and regional
economies and the real estate market in the Company's primary lending area. The
Company's loan loss allowance determinations also incorporate factors and
analyses which consider the potential principal loss associated with the loan.
This evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes available.

The allowance for loan losses consists of allocated, general and unallocated
components. The allocated component relates to loans classified as doubtful,
substandard, or special mention. These classified loans are assigned a reserve
percentage based upon historical data which considered the relationship between
estimated realizable value and outstanding principal balance for each product
type. The reserve percentage is multiplied by the outstanding balance for each
product type to determine the allocated allowance. For classified loans in which
management determines that a loss is inevitable, the potential loss will be
realized and charged-off.

For non-performing loans also classified as impaired, an allocated allowance is
established when the discounted cash flows (or collateral value or observable
market value) of the impaired loan is lower than the carrying value of that
loan. Larger groups of smaller balance homogeneous consumer and residential
mortgage loans are collectively evaluated for impairment. Commercial and
commercial mortgage loans are handled on an individual basis.

The general component covers non-classified loans and is based on historical
loss experience for each product type, adjusted for specific qualitative
factors. For such loans, a reserve percentage is assigned for each product type
which is multiplied by the outstanding balances to determine the allowance. Each
category of non-classified loans is assigned a reserve percentage, which is
multiplied by the outstanding balances to determine the unallocated allowances
to be maintained. The unallocated component of the allowance reflects the margin
of imprecision inherent in the underlying assumptions used in the methodologies
for estimating allocated losses and general losses in the portfolio.

                                       12

<PAGE>

The following table sets forth activity in the allowance for loan losses for the
periods set forth in the table.

<TABLE>
<CAPTION>
                                                         At or for the Nine Months
                                                            Ended September 30,
                                                          ----------------------
                                                             2001         2000
                                                          ---------     --------
                                                          (Dollars in Thousands)
<S>                                                       <C>           <C>
Allowance for loan losses, beginning of period            $   2,590     $  2,309

Charged-off loans:
    Real estate                                                   -            -
    Consumer                                                     85           77
                                                          ---------       ------
       Total charged-off loans                                   85           77
                                                          ---------       ------

Recoveries on loans previously charged-off:

    Real estate                                                   9           22
    Consumer                                                     20           29
                                                          ---------       ------
       Total recoveries                                          29           51
                                                          ---------       ------
Net loans charged off                                            56           26
Provision for loan losses                                       195          120
                                                          ---------       ------
Allowance for loan losses, end of period                  $   2,729     $  2,403
                                                          =========       ======
Net loans charged-off to average
    interest-earning loans                                     0.02%        0.01%
Allowance for loan losses to total loans (1)                   0.63%        0.63%
Allowance for loan losses to non-performing
    loans and troubled debt restructurings (2)              5149.06%      590.42%
Net loans charged-off to allowance for loan losses             2.74%        1.44%
Recoveries to charge-offs                                     34.12%       66.23%
</TABLE>

(1) Total loans includes loans, less unadvanced loan funds, plus deferred loan
    costs (fees), net.
(2) Nonperforming loans consist of nonaccruing loans and all loans 90 days or
    more past due and other loans which have been identified by the Company as
    presenting uncertainty with respect to the collectibility of interest or
    principal.


                                       13

<PAGE>

Deposits

The following table sets forth the distribution of deposit accounts for the
periods indicated.

                                    September 30, 2001      December 31, 2000
                                 -----------------------  ---------------------
                                                Percent                Percent
                                               of Total               of Total
                                  Balance      Deposits    Balance    Deposits
                                 ---------    ----------  ---------  ----------
                                              (Dollars In Thousands)

Demand deposits                  $  18,711         5.31%  $  16,165      4.97%
Savings                             70,465        19.98%     65,250     20.06%
Money market                        31,080         8.81%     27,034      8.31%
NOW                                 62,322        17.67%     48,217     14.82%
Brokered deposits                   50,000        14.18%     49,857     15.33%
Certificates of deposit            120,121        34.05%    118,732     36.51%
                                 ---------      -------   ---------   -------
    Total deposits               $ 352,699       100.00%  $ 325,255    100.00%
                                 =========      =======   =========   =======

Core deposits, which excludes brokered deposits and certificates of deposit,
increased $25.9 million, or 16.5%, to $182.6 million at September 30, 2001 from
$156.7 million at December 31, 2000, primarily as a result of the active
promotion of our products, the opening of our new branch in East Longmeadow and
the relocation of our Ludlow branch.

                                       14

<PAGE>

Comparison of Operating Results for the Three Months Ended September 30, 2001
and 2000

General

The Company reported net income of $1.1 million, or $0.29 per diluted share, for
the quarter ended September 30, 2001 compared to net income of $945,000, or
$0.22 per diluted share, for the third quarter of last year. Several positive
factors contributed to the improvement of 13.1% in net income and 31.8% in
diluted earnings per share in the third quarter of 2001 including lower rates
paid on deposits and FHLB advances, growth in average loans and deposits and the
impact of share repurchases.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
on the relative amounts of interest-earning assets and interest-bearing
liabilities and the interest rate earned or paid on them.

The following table sets forth, for the periods indicated, average balances,
interest income and expense and yields earned or rates paid on the major
categories of assets and liabilities. The average yields and costs are derived
by dividing interest income or expense by the average balance of
interest-earning assets or interest-bearing liabilities, respectively, for the
periods shown. The yields and costs are annualized. Average balances are derived
from average daily balances. The yields and costs include fees which are
considered adjustments to yields. Loan interest and yield data does not include
any accrued interest from nonaccruing loans.


                                       15

<PAGE>

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended September 30,
                                                   ---------------------------------------------------------------------------------
                                                                  2001                                       2000
                                                   -----------------------------------------    ------------------------------------
                                                                                   Average                                  Average
                                                     Average                        Yield/        Average                    Yield/
                                                     Balance        Interest        Rate          Balance       Interest     Rate
                                                   -----------    ------------   -----------    -----------    ---------- ----------
                                                                                   (Dollars in Thousands)
<S>                                                <C>            <C>            <C>            <C>            <C>        <C>
Interest-earning assets: (1)
  Investments:
     Mortgage-backed securities                    $  128,407     $   2,101           6.54%     $    144,178   $   2,535       7.03%
     Equity securities                                 36,745           585           6.37%           36,931         608       6.59%
  FHLB stock                                           13,750           214           6.23%           10,980         193       7.03%
  Loans: (2)
     Residential real estate loans                    273,485         4,891           7.15%          236,079       4,397       7.45%
     Commercial real estate loans                      36,751           735           8.00%           31,380         674       8.59%
     Consumer loans                                   100,944         1,694           6.66%           95,256       1,893       7.91%
     Commercial loans                                   8,226           154           7.33%            5,186         110       8.30%
                                                   -----------    ------------                  ------------   ----------
      Loans, net                                      419,406         7,474           7.11%          367,901       7,074       7.68%
  Other                                                 8,150            62           2.98%            5,783          70       4.74%
                                                   -----------    ------------                  ------------   ----------
      Total interest-earning assets                   606,458        10,436           6.87%          565,773      10,480       7.40%
                                                                  ------------                                 ----------
Noninterest-earning assets                             34,559                                         32,965
                                                   -----------                                  ------------

      Total assets                                 $  641,017                                   $    598,738
                                                   ===========                                  ============

Interest-bearing liabilities:
   Deposits:
     Money market accounts                         $   30,292     $     210           2.75%     $     27,113   $     209       3.07%
     Savings accounts (3)                              71,087           337           1.88%           67,536         325       1.91%
     NOW accounts                                      60,061           248           1.64%           43,019         146       1.35%
     Certificates of deposit (4)                      165,822         1,939           4.64%          156,065       2,222       5.66%
                                                   -----------    ------------                  ------------   ----------
      Total interest-bearing deposits                 327,262         2,734           3.31%          293,733       2,902       3.93%
   Borrowings                                         220,157         2,970           5.28%          214,178       3,594       6.57%
                                                   -----------    ------------                  ------------   ----------

      Total interest-bearing liabilities              547,419         5,704           4.10%          507,911       6,496       5.04%
                                                                  ------------   ---------                     ---------- ---------

   Demand deposits                                     17,980                                         14,267
   Other noninterest-bearing liabilities                3,622                                          4,003
                                                   -----------                                  ------------

      Total liabilities                               569,021                                        526,181
    Total stockholders' equity                         71,996                                         72,557
                                                   -----------                                  ------------

      Total liabilities and stockholders' equity   $  641,017                                   $    598,738
                                                   ===========                                  ============

    Net interest-earning assets                    $   59,039                                   $     57,862
                                                   ===========                                  ============

    Net interest income/interest
     rate spread (5)                                              $   4,732           2.77%                    $    3,984      2.36%
                                                                  ============   ===========                   ========== ==========
    Net interest margin as a percentage
     of interest-earning assets (6)                                                   3.12%                                    2.82%
                                                                                 ===========                              ==========
    Ratio of interest earning assets
     to interest-bearing liabilities                                                110.78%                                  111.39%
                                                                                 ===========                              ==========
</TABLE>

(1)   Includes related assets available-for-sale and unamortized discounts and
      premiums.
(2)   Amount is net of deferred loan origination fees, unadvanced loan funds,
      allowance for loan losses and includes nonaccrual loans. The Company
      records interest income on nonaccruing loans on a cash basis.
(3)   Savings accounts include mortgagors' escrow deposits.
(4)   Certificates of deposit includes brokered certificates of deposit.
(5)   Net interest rate spread represents the difference between the weighted
      average yield on interest-earning assets and the weighted average cost
      of interest-bearing liabilities.
(6)   Net interest margin represents net interest income divided by average
      interest-earning assets.

                                       16

<PAGE>

The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to: (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume); and (iii) the net change. The changes
attributable to the combined impact of volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.

<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,
                                                        2001 compared to 2000
                                                -------------------------------------
                                                   Increase (Decrease)
                                                         Due to
                                                ------------------------
                                                  Volume         Rate          Net
                                                ----------    ----------    ---------
                                                            (In Thousands)
<S>                                             <C>           <C>           <C>
Interest-earning assets:
   Mortgage-backed securities                   $    (265)    $    (169)    $   (434)
   Equity securities                                   (3)          (20)         (23)
   FHLB stock                                          38           (17)          21
   Loans:
      Residential real estate loans                   660          (166)         494
      Commercial real estate loans                    102           (41)          61
      Consumer loans                                  120          (319)        (199)
      Commercial loans                                 55           (11)          44
                                                ---------     ---------     --------
        Total loans                                   937          (537)         400
   Other                                              (77)           69           (8)
                                                ---------     ---------     --------
        Total interest-earning assets           $     630     $    (674)    $    (44)
                                                ---------     ---------     --------
Interest-bearing liabilities:
   Deposits:
      Money market accounts                     $       8     $      (7)    $      1
      Savings accounts (1)                             19            (7)          12
      NOW accounts                                     66            36          102
      Certificates of deposit(2)                      149          (432)        (283)
                                                ---------     ---------     --------
        Total deposits(2)                             242          (410)        (168)
   Borrowings                                         103          (727)        (624)
                                                ---------     ---------     --------
        Total interest-bearing liabilities            345        (1,137)        (792)
                                                ---------     ---------     --------
Change in net interest income                   $     285     $     463     $    748
                                                =========     =========     ========
</TABLE>

(1) Includes interest on mortgagors' escrow deposits.
(2) Includes interest on brokered certificates of deposit.

                                       17

<PAGE>

Net interest income increased $748,000, or 18.8%, to $4.7 million for the three
months ended September 30, 2001 compared to $4.0 million for the third quarter
of last year largely resulting from growth in average interest-earning assets
and expansion in the net interest margin. Net interest margin increased 30 basis
points to 3.12% in the third quarter of 2001 primarily reflecting lower rates
paid on deposits and FHLB advances, a positive change in the mix of
interest-earning assets towards loans, which have a higher yield than investment
securities, and the increased use of lower costing deposits to support balance
sheet growth, mitigated somewhat by a decrease in the yield on interest-earning
assets.

Interest and dividend income decreased $44,000, or 0.4%, to $10.4 million for
the three months ended September 30, 2001 as compared to $10.5 million for the
same period in 2000 mainly resulting from growth in average loans, partially
offset by a decrease of 53 basis points in the yield on interest-earning assets
as well as amortization and payments in the mortgage backed securities
portfolio. Average loans increased $51.5 million, or 14.0%, to $419.4 million
for the third quarter of 2001 primarily due to origination and refinancing
activities in all portfolios, particularly growth of $37.4 million, or 15.8%, in
residential real estate, partially offset by amortization and prepayments of
existing loans. The yield on interest-earning assets declined mainly as a result
of the lower interest rate environment, which led to reduced yields on new
assets as well as the repricing of a portion of the Company's existing assets.

Total interest expense decreased $792,000, or 12.2%, to $5.7 million for the
three months ended September 30, 2001 from $6.5 million in the comparable 2000
period resulting primarily from reductions in rates paid on interest-bearing
liabilities and a greater reliance on lower costing deposits to fund asset
expansion, offset by an increase in average interest-bearing liabilities. Rates
paid on interest-bearing liabilities fell 94 basis points as a result of the
lower interest rate environment, which resulted in lower rates for new deposits
and borrowings as well as the repricing of a portion of the Company's
outstanding deposits and FHLB advances. The average balance of interest-bearing
liabilities was $547.4 million for the quarter ended September 30, 2001 as
compared to $507.9 million for the same period in 2000, an increase of $39.5
million, or 7.8%, due to growth in core deposits, and to a lesser extent,
brokered deposits and borrowings. Average interest-bearing core deposits, which
include money market, savings and NOW accounts, rose $23.7 million, or 17.3% to
$161.4 million in the third quarter of 2001 from $137.7 million for the same
period in 2000 reflecting the active promotion of our products, the opening of a
new branch in East Longmeadow and the relocation of the Ludlow branch. In
addition to core deposit growth, balance sheet expansion and share repurchases
were also funded by higher average brokered certificates of deposits and
borrowings, which expanded $17.4 million and $6.0 million, respectively,
compared to the third quarter of 2000.

Provision for Loan Losses

The Company's provision for loan losses in the third quarter of 2001 was
$110,000 compared to $60,000 for the same period in 2000. Management determined
that an increase in the provision for loan losses was warranted based upon an
analysis of the adequacy of the balance in the allowance for loan losses.
Management believes that, based on information available at September 30, 2001,
the Company's allowance for loan losses was sufficient to cover losses inherent
in its loan portfolio at that time. Based upon the Company's plan to increase
its emphasis on non-one- to four-family mortgage lending, the Company may
further increase its allowance for loan losses over future periods as conditions
dictate. However, no assurances can be given that the Company's level of
allowance for loan losses will be sufficient to cover future loan losses
incurred by the Company or that further future adjustments to the allowance for
loan losses will not be necessary if economic and other conditions differ
substantially from the economic and other conditions used by management to
determine the current level of the allowance for loan losses. In addition, the
FDIC and the Massachusetts Commissioner of Banks, as an integral part of their
examination processes, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to make additional provisions for
estimated loan losses based upon judgments different from those of management.

                                       18

<PAGE>

Other Income

Total other income decreased $155,000, or 14.9%, to $887,000 for the three
months ended September 30, 2001 as compared to the third quarter of last year
largely as a result of lower gains on sales of securities offset by growth in
fee income. Fee income increased $52,000, or 9.3%, for the third quarter of 2001
mainly due to higher fees associated with solid growth in core deposit accounts.

Other Expenses

Other expenses increased $310,000, or 8.7%, to $3.9 million for the third
quarter of 2001 compared to $3.6 million for the 2000 period. Salaries and
benefits increased $282,000, or 15.2%, to $2.1 million for the three months
ended September 30, 2001 primarily as a result of standard wage increases, costs
attributable to new staff hired to support the growth of the Company and the new
East Longmeadow branch opened in the first quarter of 2001 and higher employee
stock ownership plan expenses related to an increase in the Company's average
share price. Occupancy and equipment expenses grew $39,000, or 8.4%, mainly
reflecting costs associated with the two new branch facilities and the
establishment of a free-standing ATM located in Holyoke, Massachusetts during
the quarter ended December 31, 2000. Marketing expenses decreased $119,000, or
45.4%, largely reflecting reduced promotional activities designed to capitalize
on bank and branch consolidation in the local market, conditions which are not
as prevalent in 2001 as compared to 2000. Professional services increased
$52,000, or 27.8%, largely due to legal costs related to insurance activities
and other corporate matters. Other general and administrative expenses increased
$30,000, or 5.1%, principally as a result of the Company's larger account base,
costs associated with the new branches and the freestanding ATM and
correspondent bank service charges.

                                       19

<PAGE>

Comparison of Operating Results for the Nine Months Ended September 30, 2001 and
2000

General

The Company reported net income of $2.8 million, or $0.74 per diluted share,
compared to net income of $3.0 million, or $0.63 per diluted share, for the same
period last year. Excluding a SFAS No. 133 loss of $335,000 and the related tax
benefit of $118,000, the Company's net income for the nine months ended
September 30, 2001 was $3.0 million, or $0.80 per share. The most significant
factors affecting the operating results for the first nine months of 2001 were
growth in average loans, increases in FHLB advances and brokered deposits to
fund the expanded asset base and the repurchase of common stock, the impact of
share repurchases, lower rates paid on borrowings, reduced gains on sales of
securities and higher operating expenses.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
on the relative amounts of interest-earning assets and interest-bearing
liabilities and the interest rate earned or paid on them.

The following table sets forth, for the periods indicated, average balances,
interest income and expense and yields earned or rates paid on the major
categories of assets and liabilities. The average yields and costs are derived
by dividing interest income or expense by the average balance of
interest-earning assets or interest-bearing liabilities, respectively, for the
periods shown. The yields and costs are annualized. Average balances are derived
from average daily balances. The yields and costs include fees which are
considered adjustments to yields. Loan interest and yield data does not include
any accrued interest from nonaccruing loans.

                                       20

<PAGE>

<TABLE>
<CAPTION>
                                                                     For the Nine Months Ended September 30,
                                                        -----------------------------------------------------------------
                                                                     2001                              2000
                                                        -------------------------------   -------------------------------
                                                                                Average                           Average
                                                         Average                 Yield/    Average                 Yield/
                                                         Balance    Interest     Rate      Balance    Interest     Rate
                                                        ---------   --------    -------   ---------   --------   -------
                                                                             (Dollars in Thousands)
<S>                                                     <C>         <C>         <C>       <C>         <C>        <C>
Interest-earning assets: (1)
    Investments:
      Mortgage-backed securities                        $ 135,915   $  6,746       6.62%  $ 134,838   $  7,119      7.04%
      Equity securities                                    35,398      1,725       6.50%     36,390      1,849      6.77%
    FHLB stock                                             13,750        719       6.97%      9,987        462      6.17%
    Loans: (2)
      Residential real estate loans                       261,379     14,285       7.29%    218,595     12,042      7.35%
      Commercial real estate loans                         33,945      2,146       8.43%     28,552      1,857      8.67%
      Consumer loans                                       99,725      5,468       7.33%     90,249      5,343      7.91%
      Commercial loans                                      6,535        388       7.83%      5,223        324      8.15%
                                                        ---------   --------    -------   ---------   --------   -------
         Loans, net                                       401,584     22,287       7.40%    342,619     19,566      7.62%
    Other                                                  13,312        432       4.28%      6,262        220      4.62%
                                                        ---------   --------    -------   ---------   --------   -------
         Total interest-earning assets                    599,959     31,909       7.09%    530,096     29,216      7.35%
                                                                    --------                          --------

Noninterest-earning assets                                 34,882                            33,157
                                                        ---------                         ---------

         Total assets                                   $ 634,841                         $ 563,253
                                                        =========                         =========
Interest-bearing liabilities:
    Deposits:
      Money market accounts                             $  28,653   $    623       2.91%  $  28,358   $    654      3.08%
      Savings accounts (3)                                 69,426        982       1.89%     67,829        980      1.93%
      NOW accounts                                         55,989        721       1.72%     40,103        318      1.06%
      Certificates of deposit (4)                         163,746      6,187       5.05%    137,480      5,458      5.30%
                                                        ---------   --------    -------   ---------   --------   -------
         Total interest-bearing deposits                  317,814      8,513       3.58%    273,770      7,410      3.62%
    Borrowings                                            224,756      9,535       5.59%    196,740      9,347      6.24%
                                                        ---------   --------    -------   ---------   --------   -------

         Total interest-bearing liabilities               542,570     18,048       4.42%    470,510     16,757      4.71%
                                                                    --------    -------               --------   -------

    Demand deposits                                        16,841                            13,105
    Other noninterest-bearing liabilities                   3,876                             3,884
                                                        ---------                         ---------

         Total liabilities                                563,287                           487,499
    Total stockholders' equity                             71,554                            75,754
                                                        ---------                         ---------

         Total liabilities and stockholders' equity     $ 634,841                         $ 563,253
                                                        =========                         =========

    Net interest-earning assets                         $  57,389                         $  59,586
                                                        =========                         =========
    Net interest income/interest
      rate spread (5)                                               $ 13,861       2.67%              $ 12,459      2.64%
                                                                    ========    =======               ========   =======
    Net interest margin as a percentage
      of interest-earning assets (6)                                               3.08%                            3.13%
                                                                                =======                          =======
    Ratio of interest earning assets
      to interest-bearing liabilities                                            110.58%                          112.66%
                                                                                =======                          =======
</TABLE>

(1)  Includes related assets available-for-sale and unamortized discounts and
     premiums.
(2)  Amount is net of deferred loan origination fees, unadvanced loan funds,
     allowance for loan losses and includes nonaccrual loans. The Company
     records interest income on nonaccruing loans on a cash basis.
(3)  Savings accounts include mortgagors' escrow deposits.
(4)  Certificates of deposit includes brokered certificates of deposit.
(5)  Net interest rate spread represents the difference between the weighted
     average yield on interest-earning assets and the weighted average cost of
     interest-bearing liabilities.
(6)  Net interest margin represents net interest income divided by average
     interest-earning assets.

                                       21

<PAGE>

The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to: (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume); and (iii) the net change. The changes
attributable to the combined impact of volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.

<TABLE>
<CAPTION>
                                                                 Nine Months Ended September 30,
                                                                     2001 compared to 2000
                                                       ---------------------------------------------------
                                                             Increase (Decrease)
                                                                   Due to
                                                       --------------------------------
                                                          Volume              Rate                Net
                                                       -------------      -------------      -------------
                                                                     (Dollars in Thousands)
<S>                                                    <C>           <C>                     <C>
Interest-earning assets:
      Mortgage-backed securities                       $         58       $       (431)      $       (373)
      Equity securities                                         (49)               (75)              (124)
      FHLB stock                                                191                 66                257
      Loans:
           Residential real estate loans                      2,337                (94)             2,243
           Commercial real estate loans                         339                (50)               289
           Consumer loans                                       412               (287)               125
           Commercial loans                                      76                (12)                64
                                                       ------------       ------------       ------------
                 Total loans                                  3,164               (443)             2,721
      Other                                                     227                (15)               212
                                                       ------------       ------------       ------------
                 Total interest-earning assets         $      3,591       $       (898)      $      2,693
                                                       ------------       ------------       ------------

Interest-bearing liabilities:
      Deposits:
           Money market accounts                       $          7       $        (38)      $        (31)
           Savings accounts (1)                                  15                (13)                 2
           NOW accounts                                         156                247                403
           Certificates of deposit (2)                          969               (240)               729
                                                       ------------       ------------       ------------
                 Total deposits                               1,147                (44)             1,103
      Borrowings                                                692               (504)               188
                                                       ------------       ------------       ------------
                 Total interest-bearing liabilities           1,839               (548)             1,291
                                                       ------------       ------------       ------------
Increase in net interest income                        $      1,752       $       (350)      $      1,402
                                                       ============       ============       ============
</TABLE>

(1) Includes interest on mortgagors' escrow deposits.
(2) Includes interest on brokered certificates of deposit.

                                       22

<PAGE>

Net interest income totaled $13.9 million for the nine months ended September
30, 2001, an increase of $1.4 million, or 11.3%, compared to $12.5 million for
the same period in 2000 largely as a result of growth in average
interest-earning assets partially offset by net interest margin compression. Net
interest margin contracted by 5 basis points to 3.08% for the first nine months
of 2001 from the same period in 2000 primarily attributable to greater
dependence on FHLB advances and brokered deposits to support incremental asset
growth and share repurchases and a lower yield on interest-earning assets,
partially offset by reduced rates paid on FHLB advances.

Interest and dividend income increased $2.7 million, or 9.2%, to $31.9 million
for the nine months ended September 30, 2001 compared to the same period last
year reflecting growth in average interest-earning assets, partially offset by a
decrease in the yield on interest-earning assets. Average interest-earning
assets totaled $600.0 million for the first nine months of 2001 compared to
$530.1 million for the same period last year, representing an increase of $69.9
million, or 13.2%. Average loans increased $59.0 million, or 17.2%, primarily
due to origination and refinancing volumes in the residential real estate,
commercial real estate and home equity portfolios as well as purchases of
residential real estate loans, partially offset by amortization and prepayments
of the existing loan portfolio. Other earning assets grew $7.1 million
principally attributable to the investment of accelerated mortgage-backed
securities prepayments in interest-bearing deposit accounts. The yield on
interest-earning assets fell 26 basis points to 7.09% in the nine months ended
September 30, 2001 mainly as a result of the lower interest rate environment
which led to reduced yields on new assets as well as the repricing of a portion
of the Company's existing assets.

Total interest expense increased $1.3 million, or 7.7%, to $18.0 million for the
nine months ended September 30, 2001 from the same period in 2000 resulting
primarily from growth in average interest-bearing liabilities, offset by reduced
rates paid on interest-bearing liabilities. The average balance of
interest-bearing liabilities was $542.6 million for the nine months ended
September 30, 2001 as compared to $470.5 million for the same period in 2000, an
increase of $72.1 million, or 15.3%, due to growth in interest-bearing core
deposits, brokered deposits and borrowings. Average interest-bearing core
deposits, which include money market, savings and NOW accounts, rose $17.8
million, or 13.0% to $154.1 million for the nine months ended September 30, 2001
from $136.3 million for the same period in 2000 reflecting the active promotion
of our products which contributed to growth in the account base. For the nine
months ended September 30, 2001 compared to the same period last year, the
Company used increases of $31.8 million in average brokered certificates of
deposit and $28.0 million in average borrowings to fund share repurchases and
incremental asset growth. . Rates paid on interest-bearing liabilities fell 29
basis points as a result of the lower interest rate environment, which resulted
in lower rates for new deposits and borrowings as well as the repricing of a
portion of the Company's outstanding deposits and FHLB advances.

Provision for Loan Losses
The Company's provision for loan losses for the first nine months of 2001
totaled $195,000 compared to $120,000 for the same period in 2000. Management
determined that an increase in the provision for loan losses was warranted based
upon an analysis of the adequacy of the balance in the allowance for loan
losses. Management believes that, based on information available at September
30, 2001, the Company's allowance for loan losses was sufficient to cover losses
inherent in its loan portfolio at that time. Management believes that, based on
information available at September 30, 2001, the Company's allowance for loan
losses was sufficient to cover losses inherent in its loan portfolio at that
time. Based upon the Company's plan to increase its emphasis on non-one- to
four-family mortgage lending, the Company may further increase its allowance for
loan losses over future periods as conditions dictate. However, no assurances
can be given that the Company's level of allowance for loan losses will be
sufficient to cover future loan losses incurred by the Company or that further
future adjustments to the allowance for loan losses will not be necessary if
economic and other conditions differ substantially from the economic and other
conditions used by management to

                                       23

<PAGE>

determine the current level of the allowance for loan losses. In addition, the
FDIC and the Massachusetts Commissioner of Banks, as an integral part of their
examination processes, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to make additional provisions for
estimated loan losses based upon judgments different from those of management.

Other Income
Excluding the $82,000 SFAS No. 133 loss included in other income, total other
income decreased $221,000, or 7.2%, to $2.8 million for the nine months ended
September 30, 2001 as compared to $3.1 million for the same period last year as
a result of lower gains on sales of securities, offset by growth in fee income
and a $70,000 gain from the sale of mortgages held for sale in January, 2001.
Fee income increased $210,000, or 13.2%, for the first nine months of 2001
mainly due to higher fees associated with solid growth in core deposit accounts.

Other Expenses
Other expenses increased $1.0 million, or 9.2%, to $11.9 million for the nine
months ended September 30, 2001 compared to $10.9 million for the 2000 period.
Salaries and benefits increased $499,000, or 8.7%, to $6.2 million for the first
nine months of 2001 as a result of standard wage increases, costs attributable
to new staff hired to support the growth of the Company and the new East
Longmeadow branch opened in the first quarter of 2001 and higher employee stock
ownership plan expenses related to an increase in the Company's average share
price. Occupancy and equipment expenses grew $185,000, or 13.1%, primarily
reflecting costs associated with the purchase of two new branch facilities and
the establishment of a free-standing ATM located in Holyoke, Massachusetts
during the fourth quarter of 2000. Marketing expenses decreased $128,000, or
19.9%, largely reflecting reduced promotional activities designed to capitalize
on bank and branch consolidation in the local market, conditions which are not
as prevalent in 2001 as compared to 2000. Professional service expenses rose
$131,000, or 21.3%, mainly due to legal costs related to insurance activities
and other corporate matters as well as audit and accounting and consulting
projects. Data processing costs grew $77,000, or 12.8%, as a result of an
increase in the number of loan and deposit accounts. Other general and
administrative expenses increased $236,000, or 12.7%, largely as a result of the
Company's larger account base, investor-related expenses, costs associated with
the new branches and the free-standing ATM and purchased loan servicing fees.

Liquidity
Liquidity and funding strategies are the responsibility of the Asset/Liability
Management Committee (the "ALCO"). The ALCO is responsible for establishing
liquidity targets and implementing strategies to meet desired goals. Liquidity
is measured by the Company's ability to raise cash within 30 days at a
reasonable cost and with a minimum of loss. The Company's primary sources of
funds are deposits, principal and interest payments on loans and investment
securities and borrowings from the FHLB-Boston. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
outflows and mortgage prepayments are greatly influenced by general interest
rates, economic conditions and competition.

The primary investing activities of the Company are the origination of
residential one-to four-family mortgage loans and consumer loans, primarily home
equity loans and lines of credit, and, to a lesser extent, multi-family and
commercial real estate loans, construction and development loans, commercial
business loans and other types of consumer loans, the purchase of adjustable
rate one-to four-family residential mortgage loans and the investment in
mortgage-backed and equity securities. These activities are funded primarily by
principal and interest payments on loans and investment securities, deposit
growth and the utilization of FHLB advances. During the nine months ended
September 30, 2001, the Company's loan originations totaled $125.1 million. At
September 30, 2001, the Company's investments in mortgage-backed and equity
securities totaled $161.8 million. During the nine months ended September 30,
2001, total deposits increased $27.4 million. Deposit

                                       24

<PAGE>

flows are affected by the overall level of interest rates, the interest rates
and products offered by the Company and its local competitors and other factors.
The Company closely monitors its liquidity position on a daily basis. If the
Company requires funds beyond its ability to generate them internally,
additional sources of funds are available through FHLB advances. At September
30, 2001, the Company had $223.0 million of FHLB borrowings.

Outstanding loan commitments totaled $21.9 million at September 30, 2001.
Management of the Company anticipates that it will have sufficient funds
available to meet its current loan commitments. Certificates of deposit, which
are scheduled to mature in one year or less from September 30, 2001, totaled
$92.1 million. The Company relies primarily on competitive rates, customer
service, and long-standing relationships with customers to retain deposits. From
time to time, the Company will also offer competitive special products to its
customers to increase retention and to attract new deposits. Based upon the
Company's experience with deposit retention and current retention strategies,
management believes that, although it is not possible to predict future terms
and conditions upon renewal, a significant portion of such deposits will remain
with the Company.

Regulatory Capital
The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's consolidated financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of the Company's and the Bank's assets,
liabilities and certain off-balance-sheet items as calculated under regulatory
accounting practices. The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors. Prompt corrective action provisions are not applicable to savings
and loan holding companies.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier I capital to risk weighted assets
and to average assets. Management believes, as of September 30, 2001, the
Company and the Bank met all capital adequacy requirements to which they were
subject. As of September 30, 2001, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based
and Tier 1 leverage ratios as set forth in the following table. There are no
conditions or events since that notification that management believes have
changed the Bank's category.

                                       25

<PAGE>

The Company's and Bank's actual capital amounts and ratios as of September 30,
2001 and December 31, 2000 are also presented in the table.

<TABLE>
<CAPTION>
                                                                                           Minimum
                                                                                          to be Well
                                                                                      Capitalized Under
                                                                Minimum for Capital   Prompt Corrective
                                                 Actual          Adequacy Purposes    Action Provisions
                                          -------------------   -------------------   -----------------
                                           Amount      Ratio     Amount      Ratio     Amount    Ratio
                                          --------    -------   --------    -------   --------  -------
                                                               (Dollars In Thousands)
<S>                                       <C>         <C>      <C>          <C>       <C>       <C>
As of September 30, 2001:
-------------------------

Total Capital to Risk Weighted Assets
    Company                                $68,730     16.0%     $34,300      8.0%         N/A    N/A
    Bank                                   $58,037     13.6%     $34,211      8.0%     $42,764   10.0%

Tier 1 Capital to Risk Weighted Assets
    Company                                $66,001     15.4%     $17,150      4.0%         N/A    N/A
    Bank                                   $55,308     12.9%     $17,106      4.0%     $25,658    6.0%

Tier 1 Capital to Average Assets
    Company                                $66,001     10.3%     $25,516      4.0%         N/A    N/A
    Bank                                   $55,308      8.7%     $19,064      3.0% -   $31,773    5.0%
                                                                 $31,773      5.0%
As of December 31, 2000:
------------------------

Total Capital to Risk Weighted Assets
    Company                                $71,104     17.7%     $32,067      8.0%         N/A    N/A
    Bank                                   $60,815     15.2%     $31,966      8.0%     $39,958   10.0%

Tier 1 Capital to Risk Weighted Assets
    Company                                $68,514     17.1%     $16,034      4.0%         N/A    N/A
    Bank                                   $58,225     14.6%     $15,983      4.0%     $23,975    6.0%

Tier 1 Capital to Average Assets
    Company                                $68,514     10.8%     $25,363      4.0%         N/A    N/A
    Bank                                   $58,225      9.3%     $18,840      3.0% -   $31,400    5.0%
                                                                 $31,400      5.0%
</TABLE>

                                       26

<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------

Information regarding quantitative and qualitative disclosure about market risk
is presented in the Securities and Exchange Commission Form 10-K filed by the
Company for the year ended December 31, 2000. There have been no material
changes in the Company's market risk since December 31, 2000.

                                       27

<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.
        -----------------

The Company is not involved in any pending legal proceedings other than routine
legal proceedings occurring in the ordinary course of business. Such routine
legal proceedings, in the aggregate, are believed by management to be immaterial
to the financial condition and results of operations of the Company.

Item 2. Changes in Securities and Use of Proceeds.
        -----------------------------------------

None.

Item 3. Defaults Upon Senior Securities.
        -------------------------------

None.

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

None.

Item 5. Other Information.
        -----------------

None.

Item 6. Exhibits and Reports on Form 8-K ((S) 249.308 of this Chapter).
        -------------------------------------------------------------

        (a)    Exhibits

               3.1    Certificate of Incorporation of Woronoco Bancorp, Inc. (1)
               3.2    Amended Bylaws of Woronoco Bancorp, Inc.
               4.0    Stock Certificate of Woronoco Bancorp, Inc. (1)
              11.0    Statement Re: Computation of Per Share Earnings
                      (Incorporated Herein By Reference to Part 1 - Earnings Per
                      Share)
        _____________________________
              (1)     Incorporated  by reference into this document from the
                      Exhibits filed with the Registration Statement on Form
                      S-1, and any amendments thereto, Registration No.
                      333-67255.

        (b)   Reports on Form 8-K

              None

                                       28

<PAGE>

                                   SIGNATURES

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

                                     WORONOCO BANCORP, INC.


Dated: November 14, 2001             By:    /s/ Cornelius D. Mahoney
                                            -------------------------------
                                            Cornelius D. Mahoney
                                            Chairman of the Board, President and
                                            Chief Executive Officer
                                            (principal executive officer)

Dated: November 14, 2001             By:    /s/ Debra L. Murphy
                                            -------------------------------
                                            Debra L. Murphy
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (principal financial and accounting
                                            officer)

                                       29