SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q


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


                  For the Quarterly Period ended March 31, 2000


                          Commission File No. 000-25381


                         CCBT FINANCIAL COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)



     Massachusetts                                     04-3437708
(State of Incorporation)                   (I.R.S. Employer Identification No.)


     307 Main Street, Hyannis, Massachusetts                 02601
     (Address of principal executive office)               (Zip Code)


            (Registrant's telephone #, incl. area code): 508-394-1300

     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. (1) [X] Yes   No and (2) [X] Yes : No


      Indicate  the  number of shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date. There were 8,608,048
shares of common stock outstanding as of March 31, 2000.
<PAGE>

                                TABLE OF CONTENTS



Section          Description                                                Page

PART I           FINANCIAL INFORMATION

        Item 1. Financial Statements

                Consolidated Statements of Financial Condition                3
                       March 31, 2000 (Unaudited) and December 31, 1999

                Consolidated Statements of Income (Unaudited)                 4
                       Three Months Ended March 31, 2000 and 1999

                Consolidated Statements of Cash Flows (Unaudited)             5
                       Three Months Ended March 31, 2000 and 1999

                Consolidated Statements of Changes in Stockholders' Equity    6
                       (Unaudited) Three Months Ended March 31, 2000 and 1999

                Consolidated Statements of Comprehensive Income (Unaudited)   6
                       Three Months Ended March 31, 2000 and 1999

                Notes to Consolidated Financial Statements                    7

        Item 2. Management's Discussion and Analysis of Financial Condition 8-16
                         and Results of Operations

        Item 3. Quantitative and Qualitative Disclosures About Market Risk   17

PART II         OTHER INFORMATION

        Item 1. Legal Proceedings                                            17

        Item 2. Changes in Securities and Use of Proceeds                    17

        Item 3. Defaults upon Senior Securities                              17

        Item 4. Submission of Matters to a Vote of Security Holders          17

        Item 5. Other Information                                            17

        Item 6. Exhibits and Reports on Form 8-K                             17

                SIGNATURES                                                   18

                Exhibit Index                                                18

<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements
----------------------------
<TABLE>
<CAPTION>
                                 CCBT FINANCIAL COMPANIES, INC.
                              CONSOLIDATED STATEMENTS OF CONDITION
                                                                  March 31,        December 31,
                                                                    2000               1999
                                                               --------------     --------------
                               ASSETS                           (Unaudited)
<S>                                                            <C>                <C>
Cash and due from banks                                        $   36,771,235     $   43,415,100
Short term interest-bearing deposits                               22,702,464          2,207,328
Securities available for sale, at fair value                      441,805,200        463,379,414
Federal Home Loan Bank stock, at cost                              22,125,400         22,125,400
Federal Reserve Bank of Boston stock, at cost                       1,096,700          1,096,700
Loans, net of reserve for loan losses                             704,233,526        663,584,422
Loans held for sale                                                   195,300            200,000
Premises and equipment                                             12,162,266         12,396,729
Deferred tax assets                                                 4,255,464          4,657,933
Accrued interest receivable on securities                           3,413,335          2,850,366
Principal and interest receivable on loans                          3,547,326          3,156,914
Other assets                                                        9,076,392         12,044,040
                                                               --------------     --------------
         Total assets                                          $1,261,384,608     $1,231,114,346
                                                               ==============     ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                       $  757,122,073     $  766,063,617
Borrowings from the Federal Home Loan Bank                        381,864,413        347,962,999
Other short-term borrowings                                        20,477,601         19,345,885
Current taxes payable                                               3,098,969          1,721,187
Interest payable on deposits and borrowings                         2,877,336          3,061,932
Post retirement benefits payable                                    2,585,849          2,501,480
Employee profit sharing retirement and bonuses payable                669,788          2,396,542
Other liabilities                                                   3,803,421          2,411,093
                                                               --------------     --------------
         Total liabilities                                      1,172,499,450      1,145,464,735
                                                               --------------     --------------
Stockholders' equity
     Common stock, $2.50 par value
         Authorized: 12,000,000 shares
         Issued: 9,061,064 shares in 2000 and 1999                 22,652,660         22,652,660
     Surplus                                                       13,903,294         13,903,294
     Undivided profits                                             60,905,242         58,181,480
     Treasury stock, at cost (453,016 shares)                      -7,399,628         -7,399,628
     Accumulated other comprehensive income                        -1,176,410         -1,688,195
                                                               --------------     --------------
         Total stockholders' equity                                88,885,158         85,649,611
                                                               --------------     --------------
         Total liabilities and stockholders' equity            $1,261,384,608     $1,231,114,346
                                                               ==============     ==============
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                      CCBT FINANCIAL COMPANIES, INC.
                                     CONSOLIDATED STATEMENTS OF INCOME

                                                                             Three Months ended March 31,
                                                                                 2000            1999
                                                                              -----------     -----------
                                                                                    (Unaudited)
<S>                                                                           <C>             <C>
     INTEREST INCOME:
     Interest and fees on loans                                               $13,715,616     $12,019,115
     Interest on short term interest-bearing deposits                              73,816         175,286
     Taxable interest income on securities                                      7,664,395       5,617,027
     Tax-exempt interest income on securities                                     207,958         164,432
     Dividends on securities                                                      362,838         369,400
                                                                              -----------     -----------
             Total interest income                                             22,024,623      18,345,260
                                                                              -----------     -----------

     INTEREST EXPENSE:
     Interest on deposits                                                       4,863,923       4,269,717
     Interest on borrowings from the Federal Home Loan Bank                     5,586,152       4,834,960
     Interest on other short-term borrowings                                      259,125         143,404
                                                                              -----------     -----------
              Total interest expense                                           10,709,200       9,248,081
                                                                              -----------     -----------
                      Net interest income                                      11,315,423       9,097,179
     Provision for loan losses                                                       --              --
                                                                              -----------     -----------

                      Net interest income after provision for loan losses      11,315,423       9,097,179
                                                                              -----------     -----------

     NON-INTEREST INCOME:
     Financial Advisor Fees                                                     1,507,595       1,324,990
     Deposit account service charges                                              488,179         446,381
     Branch banking fees                                                          714,072         712,417
     Electronic banking fees                                                      388,502         363,417
     Brokerage fees and commissions                                               283,545         240,650
     Net gain (loss) on sale of securities                                        -21,092          54,855
     Net gain on sale of loans                                                     23,057         173,439
     Other income                                                                 196,491         100,791
                                                                              -----------     -----------
                      Total non-interest income                                 3,580,349       3,416,940
                                                                              -----------     -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>             <C>
     NON-INTEREST EXPENSE:
     Salaries                                                                   3,157,318       2,978,504
     Employee benefits                                                          1,549,054       1,149,541
     Building and equipment                                                     1,117,970       1,019,929
     Data processing                                                              689,621         743,386
     Accounting and legal fees                                                    203,230         142,924
     Other outside services                                                       472,598         429,011
     Delivery and communication                                                   328,675         313,688
     Directors' fees                                                               87,500          75,500
     Marketing and advertising                                                    203,863         156,647
     Printing and supplies                                                        166,171         196,791
     Insurance                                                                     95,820          73,419
     Expenses from defaulted loans                                                 13,246          18,679
     All other expenses                                                           597,568         179,607
                                                                              -----------     -----------
                      Total operating  expense                                  8,682,634       7,477,626
                                                                              -----------     -----------
     Net income before taxes                                                    6,213,138       5,036,493
     Applicable income taxes                                                    2,112,089       1,987,635
                                                                              -----------     -----------
      Net income                                                              $ 4,101,049     $ 3,048,858
                                                                              ===========     ===========

     Average shares outstanding                                                 8,608,048       9,045,270

     Basic earnings per share                                                 $      0.48     $      0.34
     Diluted earnings per share                                               $      0.48     $      0.34
     Cash dividends declared                                                  $      0.16     $      0.14
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                               CCBT FINANCIAL COMPANIES, INC
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                Three Months ended March 31,
                                                                                              2000               1999
                                                                                          -------------      -------------
<S>                                                                                       <C>                <C>
        CASH PROVIDED BY OPERATING ACTIVITIES                                                       (Unaudited)
            Net income                                                                    $   4,101,049      $   3,048,858
            Adjustments to reconcile net income to net cash flow provided by
            operating activities:
               Provision for loan losses                                                           --                 --
               Depreciation and amortization                                                    539,695            500,600
               Net accretion of securities                                                   (4,632,731)        (1,626,757)
               Amortization of deferred loan fees                                              (102,184)           (45,828)
               Net (gain)  loss on sale of investment securities                                 21,092            (54,855)
               Deferred income taxes                                                            975,313          1,168,397
               Net gain on sale of loans                                                        (23,057)          (173,439)
            Net change in:
               Loans held for sale                                                                4,700          3,384,000
               Accrued interest receivable                                                     (953,381)           401,031
               Accrued expenses and other liabilities                                          (434,653)         5,581,005
               Other, net                                                                     4,641,429         (2,777,201)
                                                                                          -------------      -------------
            Net cash provided by operating activities                                         4,137,272          9,405,811
                                                                                          -------------      -------------

        CASH PROVIDED (USED) BY INVESTING ACTIVITIES
               Net increase in loans                                                        (33,058,138)       (43,868,432)
               Proceeds from sale of loans                                                    3,648,217         42,322,382
               Dispositions of property from defaulted loans                                       --              115,000
               Maturities of securities                                                      48,937,255        131,806,462
               Purchase of available for sale securities                                    (62,860,730)      (136,824,964)
               Sales of available for sale securities                                        28,637,749         33,516,265
               Purchase of premises and equipment                                              (304,653)          (387,676)
                                                                                          -------------      -------------
            Net cash provided (used) investing activities                                   (15,000,300)        26,679,037
                                                                                          -------------      -------------

        CASH PROVIDED BY FINANCING ACTIVITIES
               Net decrease in deposits                                                      (8,941,544)       (24,272,914)
               Net increase in borrowings from the Federal Home Loan Bank                    31,901,414         26,640,882
               Net increase in other short-term borrowings                                    3,131,716          1,236,800
               Purchase of CCBT Financial Companies, Inc. common stock in open market              --           (1,583,750)
               Cash dividends paid on common stock                                           (1,377,287)        (1,268,549)
                                                                                          -------------      -------------
            Net cash provided by  financing activities                                       24,714,299            752,469
                                                                                          -------------      -------------
            Net increase in cash and cash equivalents                                        13,851,271         36,837,317
            Cash and cash equivalents at beginning of period                                 45,622,428         29,490,715
                                                                                          -------------      -------------
            Cash and cash equivalents at end of period                                    $  59,473,699      $  66,328,032
                                                                                          =============      =============

            Cash  equivalents include  amounts  due  from  banks, short  term
            interest-bearing deposits and federal funds sold
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                       <C>                <C>
        SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
            Cash paid for:
               Interest                                                                   $  10,893,796      $   9,047,813
               Income taxes                                                                     583,348          1,000,000
            Non-cash transactions:
               Additions to property from defaulted loans                                 $      70,000      $     115,000
               Loans to finance OREO property                                                      --              100,000
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                         CCBT FINANCIAL COMPANIES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      For the Three Months ended March 31,

                                                    2000               1999
                                                ------------       ------------
                                                          (Unaudited)
<S>                                             <C>                <C>
COMMON STOCK
     Balance, beginning of the year             $ 22,652,660       $ 22,652,660
                                                ------------       ------------
     Balance, March 31                            22,652,660         22,652,660
                                                ------------       ------------

SURPLUS
     Balance, beginning of the year               13,903,294         13,903,294
                                                ------------       ------------
     Balance, March 31                            13,903,294         13,903,294
                                                ------------       ------------

UNDIVIDED PROFITS
     Balance, beginning of the year               58,181,480         46,704,129
        Net Income                                 4,101,049          3,048,858
        Dividends declared                        (1,377,287)        (1,268,549)
                                                ------------       ------------
     Balance, March 31                            60,905,242         48,484,438
                                                ------------       ------------

TREASURY STOCK
     Balance, beginning of the year               (7,399,628)              --
        Purchase of Treasury stock                      --           (1,583,750)
                                                ------------       ------------
     Balance, March 31                            (7,399,628)        (1,583,750)
                                                ------------       ------------

ACCUMULATED OTHER COMPREHENSIVE INCOME
     Balance, beginning of the year               (1,688,195)           282,317
        Net other comprehensive income               511,785            253,977
                                                ------------       ------------
     Balance, March 31                            (1,176,410)           536,294
                                                ------------       ------------
TOTAL STOCKHOLDERS' EQUITY                      $ 88,885,158       $ 83,992,936
                                                ============       ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                   CCBT FINANCIAL COMPANIES, INC.
                          CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                For the Three Months ended March 31,

                                                                           2000            1999
                                                                        -----------     -----------
                                                                                  (Unaudited)
<S>                                                                     <C>             <C>
Net income                                                              $ 4,101,049     $ 3,048,858
                                                                        -----------     -----------
     Holding gains on securities available for sale                         893,162         491,292
     Reclassification of gains(losses) on securities held in income          21,092         (54,855)
                                                                        -----------     -----------
     Net unrealized gains                                                   914,254         436,437
     Related tax effect                                                    (402,469)       (182,460)
                                                                        -----------     -----------
Net other comprehensive income                                              511,785         253,977
                                                                        -----------     -----------
Comprehensive income                                                    $ 4,612,834     $ 3,302,835
                                                                        ===========     ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.
                                        6
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)

                         CCBT Financial Companies, Inc.
                   Notes to Consolidated Financial Statements
                   Three months ended March 31, 2000 and 1999
Business

CCBT Financial  Companies,  Inc.  ("Company") was incorporated under the laws of
the  Commonwealth  of  Massachusetts  on  October 8, 1998 under the name of CCBT
Bancorp,  Inc. at the direction of the Board of Directors and management of Cape
Cod Bank and Trust  Company  ("Bank") for the purpose of becoming a bank holding
company for the Bank. On February 11, 1999,  Bancorp became the holding  company
for the Bank by acquiring  100% of the  outstanding  shares of the Bank's common
stock in a 1:1 exchange for Bancorp  common  stock.  During 1999,  the Company's
name was  changed to CCBT  Financial  Companies,  Inc.  The Bank's  charter  was
converted to that of a national bank effective September 1, 1999. Currently, the
Company's business activities are conducted primarily through the Bank.

During 1999, the Company announced that it had entered into a purchase agreement
with Fleet Bank to acquire  two of Fleet's  banking  offices,  in  Falmouth  and
Wareham,  Massachusetts.  The Company also announced an agreement to acquire 51%
of the  stock of  Murray &  MacDonald  Insurance  Services,  Inc.  of  Falmouth,
Massachusetts.  Both  acquisitions  have  received  regulatory  approval and are
expected to be concluded by early summer.

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  Certain amounts have been  reclassified in the March 31,
1999 financial  statements to conform to the 2000  presentation . In the opinion
of  management,  all  adjustments  (consisting  of  normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three months ended March 31, 2000 are not necessarily indicative
of the results  that may be expected for the current  fiscal  year.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the Company's annual report on Form 10-K for the year ended
December 31, 1999.

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

General

This Form 10Q contains certain statements that may be considered 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's  actual results could differ  materially  from those  projected in the
forward-looking  statements  as a result,  among  other  factors,  of changes in
general national or regional  economic  conditions,  changes in loan default and
charge-off rates, reductions in deposit levels necessitating increased borrowing

<PAGE>
to fund loans and  investments,  changes in interest rates,  changes in the size
and nature of the Company's  competition,  uncertainties relating to the ability
of the Company  and its  suppliers,  vendors and other third  parties to resolve
remaining  Year 2000 issues in a timely manner,  and changes in the  assumptions
used in making such forward-looking statements.

The following  discussion  should be read in conjunction  with the  accompanying
consolidated  financial  statements  and selected  consolidated  financial  data
included  within  this  report.  Given  that the  Company's  principal  activity
currently is ownership of the Bank, for ease of reference, the term "Company" in
this item generally will refer to the  investments and activities of the Company
and the Bank except where otherwise noted.

CCBT Financial  Companies,  Inc. is a bank holding company. Its sole subsidiary,
Cape Cod Bank and Trust Company N. A. , is a commercial  bank with  twenty-seven
banking  offices  located in  Barnstable  County,  Massachusetts.  As such,  its
principal business activities are the acceptance of deposits from businesses and
individuals  and the  making  of  loans.  The  Bank  also  has a  sizable  Trust
Department.  The  Bank's  core  market is  comprised  of retail,  wholesale  and
manufacturing businesses; primary households (including a significant retirement
population);  and a  growing  number of  second  home  owners.  In  addition,  a
substantial non-core vacation population contributes to seasonal deposit growth.


                                       7
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations (cont.)
---------------------
<TABLE>
<CAPTION>
                                                   CCBT FINANCIAL COMPANIES, INC.
                                              NET INTEREST INCOME, NET INTEREST MARGIN
                                                      Quarters ended March 31,

                                                                  2000                                      1999
                                                     ---------------------------------      -------------------------------------
                                                                Interest     Average                      Interest     Average
                                                     Average     Income/      Yield/          Average      Income/       Yield/
                                                     Balance     Expense     Rate Paid        Balance      Expense     Rate Paid
                                                     -------     -------     ---------        -------      -------     ---------
Assets                                                                    (Dollar amounts in Thousands)
------
<S>                                                <C>          <C>              <C>        <C>          <C>              <C>
Securities
   Mortgage-backed securities                      $   32,013   $     650        8.12%      $   80,233   $     1,009      5.02%
   U.S. Government CMO's                              145,796       2,519        6.91%         152,736         1,540      4.03%
   U.S. Government agencies                            29,790         463        6.32%          22,066           286      5.18%
   Other CMO's                                         69,665       1,255        7.21%          66,058           850      5.14%
   State & municipal agencies                          19,700         208        5.58%          17,141           177      5.36%
   Other  securities                                  203,225       3,213        6.43%         175,330         2,464      5.62%
   Unrealized gains (losses)                           (2,924)          0                          181             0
                                                   ----------   ---------                   ----------   -----------
       Total securities                               497,265       8,308        6.79%         513,745         6,326      4.98%
                                                   ----------   ---------                   ----------   -----------

Loans
   Commercial                                          81,194       1,900        9.51%          72,894         1,637      8.98%
   Commercial construction                             22,954         511        8.96%          11,162           248      8.89%
   Residential construction                            46,305         711        6.07%          36,965           539      5.83%
   Commercial mortgages                               210,930       4,735        9.03%         205,530         4,596      8.95%
   Industrial revenue bonds                             1,125          24       11.93%           1,378            26     10.62%
   Residential mortgages                              298,302       5,046        6.77%         256,882         4,260      6.63%
   Home equity loans                                   24,878         570        9.21%          20,483           434      8.59%
   Consumer loans                                       8,596         219       10.22%          10,885           279     10.25%
   Overdrafts                                             450           0                          592             0
                                                   ----------   ---------                   ----------   -----------
       Total Loans                                    694,734      13,716        7.93%         616,771        12,019      7.80%
                                                   ----------   ---------                   ----------   -----------

                Total earning assets                1,191,999      22,024        7.46%       1,130,516        18,345      6.53%
                                                                ---------                                -----------

   Non - earning assets                                49,837                                   45,713
                                                   ----------                               ----------
                Total assets                       $1,241,836                               $1,176,229
                                                    ==========                               ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                <C>          <C>              <C>        <C>          <C>              <C>
Liabilities & stockholders' equity
----------------------------------
Deposits
   NOW accounts                                    $  111,151         219        0.79%      $  108,845           221      0.82%
   Regular  savings                                   153,622       1,169        3.06%         158,456         1,125      2.88%
   Money Market accounts                              137,690       1,151        3.36%         139,575         1,058      3.07%
   Time certificates of deposit                       178,504       2,325        5.24%         151,871         1,866      4.98%
                                                   ----------   ---------                   ----------   -----------
        Total interest bearing deposits               580,967       4,864        3.37%         558,747         4,270      3.10%
                                                   ----------   ---------                   ----------   -----------

Borrowings
   Borrowings from the FHLB                           384,353       5,586        5.89%         365,599         4,835      5.36%
   Other short-term borrowings                         20,660         259        5.04%          15,340           143      3.79%
                                                   ----------   ---------                   ----------   -----------
        Total borrowings                              405,013       5,845        5.80%         380,939         4,978      5.30%
                                                   ----------   ---------                   ----------   -----------

                Total interest bearing liabilities    985,980      10,709        4.37%         939,686         9,248      3.99%
                                                                ---------                                 ----------

Demand deposits                                       161,576                                  146,980

Non-interest bearing liabilities                        8,175                                    5,211
Stockholders' equity                                   86,105                                   84,352
                                                   ----------                               ----------
                Total liabilities & equity         $1,241,836                               $1,176,229
                                                   ==========                               ==========


Net interest income/ spread                                     $  11,315        3.09%                   $     9,097      2.53%
                                                                =========                                ===========

Net interest margin (NII/Avg Earning Assets)                                     3.82%                                    3.22%

</TABLE>

                                        8
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------
<TABLE>
<CAPTION>
                             CCBT FINANCIAL COMPANIES, INC.
                                 VOLUME/ RATE ANALYSIS
                   Three Months ended March 31, 2000 vs March 31, 1999


                                                        Changes in income/expense due to
                                                        Volume        Rate         Total
                                                        -------      -------      -------
                   EARNING ASSETS
<S>                                                     <C>          <C>          <C>
   Securities
      Mortgage-backed securities                        $  (269)     $   (90)     $  (359)
      U.S. Government CMOs                                  (32)       1,011          979
      U.S. Government agencies                               38          139          177
      Other CMOs                                             19          386          405
      State & municipal agencies                             12           19           31
      Other  securities                                     143          606          749
       Unrealized gains (losses)                             --           --           --
                                                        -------      -------      -------
          Total securities                                  (89)       2,071        1,982
                                                        -------      -------      -------

   Loans
      Commercial                                             65          197          262
      Commercial construction                                89          174          263
      Residential construction                               47          125          172
      Commercial mortgages                                   41           97          138
      Industrial revenue bonds                               (2)           0           (2)
      Residential mortgages                                 236          550          786
      Home equity loans                                      33          103          136
      Consumer loans                                        (20)         (40)         (60)
      Overdrafts                                             --           --           --
                                                        -------      -------      -------
          Total loans                                       489        1,206        1,695
                                                        -------      -------      -------

               Total earning assets                     $   400      $ 3,277      $ 3,677
                                                        -------      -------      -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                     <C>          <C>          <C>
            INTEREST BEARING LIABILITIES

   Deposits
      NOW accounts                                      $     2      $    (4)     $    (2)
      Regular  savings                                      (12)          57           45
      Money Market accounts                                  (5)          98           93
      Time certificates of deposit                          115          344          459
                                                        -------      -------      -------
           Total interest bearing deposits                  100          495          595
                                                        -------      -------      -------
   Borrowings
      FHLB                                                   90          661          751
      Other short-term borrowings                            20           96          116
                                                        -------      -------      -------
           Total borrowings                                 110          757          867
                                                        -------      -------      -------

               Total interest bearing liabilities       $   210      $ 1,252      $ 1,462
                                                        -------      -------      -------

   Net changes due to volume/rate                       $   190      $ 2,025      $ 2,215
                                                        =======      =======      =======
</TABLE>
                                        9
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------

Sources of funds

As shown in the table on the previous page,  average  interest  bearing deposits
outstanding  increased 4.0% when comparing the first quarter 2000 with the first
quarter 1999. The cost of those funds was somewhat greater in the 2000 period as
management  increased  deposit  rates in  conjunction  with recent  increases in
market rates.  Average borrowed funds increased 6.3% in the 2000 period in order
to fund  increased  loan  outstandings.  Rates on these borrowed funds were also
somewhat higher in the 2000 period when compared to 1999,  again  reflecting the
recent  general rise in market  rates.  The  remaining  sources of funds,  i.e.,
non-interest  bearing demand deposits,  other liabilities and capital,  averaged
8.2% higher in the 2000 period under  discussion  when compared to 1999,  led by
demand  deposit  growth of $14.6  million,  nearly 10%. In total,  average total
funds  sources  increased  $65.6  million  or 5.6%,  while the  average  cost of
interest bearing funds increased from 3.99% to 4.37%.

Uses of funds

When  compared to the first three months of 1999,  average  earning  assets were
higher  in 2000 by 5.4% and  represented  96% of  average  total  assets in each
period.  Loan  growth  of  nearly  $78  million  or  12.6%  was  spearheaded  by
residential construction and mortgage lending, up nearly $51 million or 17.3% in
a very active local market during 1999, along with increased commercial lending,
up $25 million or 8.8%. The $16 million investment portfolio reduction partially
offsets this loan growth . Consistent  with higher market rates  generally,  and
particularly  in  the  investment  portfolio  where  significant  reductions  of
mortgage  refinancings  increased  earnings on all mortgage related securities ,
the average  yield on earning  assets rose to 7.46% for the three  months  ended
March 31, 2000 from the 6.53% reported for the comparable period in 1999.

Net interest income

Net interest  income was $11.3 million for the three months ended March 31, 2000
as compared to $9.1  million for the same period in 1999,  up 24.4%.  The spread
and net interest margin ratios were 3.09% and 3.82%, respectively, for the three
months  ended March 31, 2000 as compared to 2.53% and 3.22%,  respectively,  for
the  comparable  1999  period.  Generally  higher  rates  and  reduced  mortgage
repayment  speeds  improved  asset yields while  deposit rates have not risen as
quickly.

Provision for possible loan losses

No provisions  were made to the reserve for possible loan losses in the quarters
ended March 31, 2000 or 1999.  Management  believes that, upon continuing review
of loan  payment and quality  statistics,  the current  reserve  continues to be
adequate to cover possible losses.

Non-interest income

Non-interest  income  totaled  $3.6 million for the three months ended March 31,
2000,  up 4.8%  compared to the $3.4  million  earned  during the same period in
1999.  Financial  advisor  fees and  deposit  activity  fees  were  the  primary
contributors to this increase.  While higher market rates reduced  opportunities
for gains on sales of  mortgage  loans,  slower  housing  turnover  reduced  the
amortization of servicing rights acquired in conjunction with prior sales.
<PAGE>
Non-interest expenses

During the first quarter of 2000,  non-interest  expenses  totaled $8.7 million,
greater than the $7.5 million expended during the comparable period last year by
$1.2  million or 16.1%.  Salaries  expense  rose $179  thousand  or 6.0%.  Lower
numbers and dollar levels of residential mortgage  originations thus far in 2000
have  combined  to account  for nearly  two-thirds  of this  increase.  Benefits
expenses  rose  significantly  as well in the  first  quarter  of 2000,  in part
because  increased  profitability  warranted  a greater  current  provision  for
possible  performance-based  compensation  awards at year end. The $418 thousand
variance in "All other expenses"  includes a one-time  writeoff of $183 thousand
remaining  organization expenses of the Company, a one-time $120 thousand charge
off related to the merchant credit card portfolio and an increased commitment to
staff  training and education.  Other  categories of  non-interest  expense were
generally in line with management expectations.

                                       10
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------

Income taxes

Applicable  State and Federal income tax expense of $2.1 million for the quarter
ended March 31, 2000 was 6.3%  greater  than the $2.0  million  recorded for the
same quarter in 1999, a reflection of higher pretax net income  mitigated by tax
advantages derived from the Bank's real estate investment trust subsidiary.  The
combined effective State and Federal tax rate was 34.0% of pretax net income for
the  quarter  just  completed,  and was 39.5% of pretax  net income for the 1999
first quarter.

Net income

Consolidated net income was $4,101,049  representing earnings per share of $0.48
for the three months ended March 31, 2000 as compared to $3,048,858 or $0.34 per
share for the comparable three months ended March 31, 1999.  Annualized  returns
on average  assets and average equity were 1.32% and 19.31%,  respectively,  for
the  three  months  ended  March  31,  2000 as  compared  to 1.04%  and  14.46%,
respectively, for the three months ended March 31, 1999.

COMPARATIVE ANALYSIS OF SELECTED PERIOD-END ASSETS, LIABILITIES AND CAPITAL

The Company had $1.26 billion consolidated total assets, $757.1 million deposits
and $88.9 million  stockholders' equity at March 31, 2000. Its capital to assets
ratio was 7.05%, exceeding all regulatory requirements.  As compared to reported
balances at December  31, 1999,  gross loans  increased  $40.8  million or 6.0%,
deposits  decreased  $8.9 million or 1.2% and  borrowed  funds  increased  $35.0
million or 9.5%.

INVESTMENT   SECURITIES  The  adjusted  cost  and  estimated  market  values  of
investment  securities  which the Company  considers to be available for sale at
March 31, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
                                                                March 31, 2000
                                                                (in thousands)
                                             -------------------------------------------------
                                                            Gross        Gross       Estimated
                                             Amortized    Unrealized   Unrealized      Market
                                               Cost         Gains        Losses        Value
                                              --------     --------     --------     --------
<S>                                           <C>          <C>          <C>          <C>
U. S. Government agency CMOs                  $169,964     $  2,169     $  3,551     $168,582
Other U. S. Government agencies                 27,896          200          371       27,725
Other collateralized mortgage obligations       64,212          349          504       64,057
State and municipal obligations                 20,556         --           --         20,556
Other debt securities                          160,905          506          526      160,885
                                              --------     --------     --------     --------
               Totals                         $443,533     $  3,224     $  4,952     $441,805
                                              ========     ========     ========     ========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                              December 31, 1999
                                                                (in thousands)
                                             -------------------------------------------------
                                                            Gross        Gross       Estimated
                                             Amortized    Unrealized   Unrealized      Market
                                               Cost         Gains        Losses        Value
                                              --------     --------     --------     --------
<S>                                           <C>          <C>          <C>          <C>
U. S. Government agency CMOs                  $176,935     $  2,234     $  4,444     $174,725
Other U. S. Government agencies                 16,819            3          266       16,556
Other collateralized mortgage obligations       79,425          535          677       79,283
State and municipal obligations                 20,596         --           --         20,596
Other debt securities                          172,542          429          752      172,219
                                              --------     --------     --------     --------
               Totals                         $466,317     $  3,201     $  6,139     $463,379
                                              ========     ========     ========     ========

</TABLE>
                                       11

<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------

Investment  securities  available for sale decreased $21.6 million,  from $463.4
million at  December  31,  1999 to $441.8  million at March 31,  2000 to provide
funding of first quarter loan growth as shown in the table below.
Net losses from security sales were $21 thousand during the quarter ended March
31, 2000 compared to net gains of $55 thousand during the same period in 1999.

LOANS

The following is a summary of the Company's  outstanding loan balances as of the
dates indicated:
<TABLE>
<CAPTION>
                                                    March 31,      December 31,
                                                      2000            1999
                                                   ---------        ---------
                                                        (in thousands)
<S>                                                <C>             <C>
  Mortgage loans on real estate:
       Residential                                 $ 305,072       $ 290,722
       Commercial                                    216,128         203,987
       Construction                                   72,226          68,809
       Equity lines of credit                         26,630          23,036
                                                   ---------       ---------
                                                     620,056         586,554
                                                   ---------       ---------
  Other loans
       Commercial                                     85,104          77,776
       Industrial revenue bonds                        1,146           1,137
       Consumer                                        9,214           9,275
                                                   ---------       ---------
                                                      95,464          88,188
                                                   ---------       ---------
                     Total loans                     715,520         674,742
             Less: Allowance for loan losses         (11,286)        (11,158)
                                                   ---------       ---------
  Loans, net                                       $ 704,234       $ 663,584
                                                   =========       =========

  Loans held for sale                              $     195       $     200
                                                   =========       =========

</TABLE>
As shown in the table  above,  total loans  increased  $40.8  million or 6.0% to
$715.5 million at March 31, 2000 as compared to December 31, 1999, with balanced
growth between commercial/commercial real estate and residential mortgage loans,
up $19.5 and $17.9 million,  respectively. New residential mortgage originations
of $3.6 million  fixed rate and $51.0 million  adjustable  rate were achieved in
the first  quarter 2000.  During the same period,  the Company sold $3.6 million
residential mortgages, producing net gains of $23 thousand.
<PAGE>
Non performing assets and loan loss experience

As shown in the table on the next page,  non-performing assets were $2.6 million
or .20% of total  assets at March 31, 2000  compared to $3.3  million or .27% of
total  assets at  December  31,  1999.  Accrual of  interest  income on loans is
discontinued  when it is  questionable  whether the borrower will be able to pay
the  principal  and interest in full and/or when loan  payments are 60 days past
due,  or 90 days past due if the loan is fully  secured by real  estate or other
collateral held by the Bank.


                                       12
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------
<TABLE>
<CAPTION>
                                                            March 31,         December 31
                                                               2000               1999
                                                              ------             ------
                                                                     (in thousands)
<S>                                                           <C>                <C>
Nonaccrual loans                                              $1,013             $1,777
Loans past due 90 days or more and still accruing               --                 --
Property from defaulted loans                                  1,570              1,500
                                                              ------             ------
           Total non-performing assets                        $2,583             $3,277
                                                              ======             ======

Restructured troubled debt performing in accordance
with amended terms, not included above                        $  620             $  626
                                                              ======             ======
</TABLE>
The  following  is a summary of the  activity in the reserve for loan losses for
the indicated periods:

<TABLE>
<CAPTION>
                                                     Three months ended March 31,
                                                         2000            1999
                                                       ---------      --------
                                                            (in thousands)
<S>                                                    <C>            <C>
     Balance at the beginning of the period            $  11,158      $ 11,108
     Provisions                                               --            --
     Recoveries                                              155           112
                                                        --------      --------
                                                          11,313        11,220
     Less: Charge-offs                                       (27)          (76)
                                                        --------      --------
     Balance at the end of the period                   $ 11,286      $ 11,144
                                                        ========      ========
</TABLE>
Management  believes that,  upon review of loan quality and payment  statistics,
provisions  from  current  income were  unnecessary  in the  indicated  periods,
notwithstanding  growth in the loan portfolio.  The reserve represented 1.58% of
total loans at March 31, 2000,  1.65% at December  31, 1999,  and 1.86% at March
31,  1999.  Management  considers  the reserve to be adequate at March 31, 2000,
although  there  can be no  assurance  that  the  reserve  is  adequate  or that
additional provisions might be necessary.

The Company  had  outstanding  commitments  to  originate  new  residential  and
commercial  mortgages  of $45.4  million at March 31, 2000 and $57.0  million at
December  31, 1999 which are not  reflected  on the  consolidated  statement  of
financial  condition.  Additional  unadvanced  loan funds at March 31,  2000 are
shown below.
<PAGE>
<TABLE>
<CAPTION>
                     Additional Unadvanced Loan Commitments

                                                    March 31,       December 31,
                                                       2000             1999
                                                     --------         --------
                                                            (in thousands)
<S>                                                  <C>                <C>
Commercial loans
     Dealer floor plan                               $  7,299           $  8,067
     Lines of credit                                   52,429             54,735
     Other                                              1,606              1,781
Commercial mortgages
     Construction                                      17,034             20,197
     Other                                              1,539                613
Residential mortgages
     Home equity                                       36,436             34,734
Consumer loans
     Lines of credit                                    2,089              2,023
                                                     --------           --------
          Total                                      $118,432           $122,150
                                                     ========           ========
</TABLE>
                                       13
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------

DEPOSITS

The  following  table is a  summary  of  deposits  outstanding  as of the  dates
indicated:
<TABLE>
<CAPTION>
                                                       March 31,       December 31,
                                                         2000             1999
                                                       --------         --------
                                                               (in thousands)
<S>                                                    <C>              <C>
Demand deposits                                        $168,423         $167,624
NOW accounts                                            115,319          120,307
Other savings deposits                                  150,589          158,142
Money market accounts                                   143,373          138,287
Certificates of deposit > $100,000                       59,276           60,666
Other time deposits                                     120,142          121,038
                                                       --------         --------
Total deposits                                         $757,122         $766,064
                                                       ========         ========
</TABLE>
Reflecting  somewhat the seasonal nature of the Cape Cod economy as discussed in
"Liquidity" on page 15 herein, total deposits at March 31, 2000 are $8.9 million
or 1.2% lower than total deposits at December 31, 1999. Generally, the Company's
strategy is to price deposits  according to local market rates,  offering higher
alternative rates based on increasing amounts deposited. Interest rates paid are
frequently reviewed and are modified to reflect changing conditions.

BORROWED FUNDS

Historically,  the  Company  has  selectively  engaged  in short  and long  term
borrowings  from the Federal Home Loan Bank of Boston,  and has sold  securities
under  agreements to  repurchase,  to fund loans and  investments.  At March 31,
2000,  borrowed funds totaled $402.3 million,  up 9.5% or $35.0 million compared
to borrowed  funds at December  31,  1999.  This  increase  offsets the seasonal
deposit  decline  described  under the  section  entitled  "Deposits"  above and
contributes to the support of heretofore described loan growth.

STOCKHOLDERS' EQUITY

The  Company's  capital to assets ratio was 7.05% at March 31, 2000  compared to
6.96% at December 31, 1999.

The  Company  (on a  consolidated  basis)  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
possible  additional  discretionary  actions by regulators  that, if undertaken,
could have a direct  material  effect on the Company's and the Bank's  financial
statements.  Under capital adequacy guidelines and the regulatory  framework for
prompt corrective action, the Company and/or the Bank must meet specific capital
guidelines that involve quantitative  measures of their assets,  liabilities and

<PAGE>

certain  off-balance-sheet  items  as  calculated  under  regulatory  accounting
practices.  Holding  companies,  such as the Company,  are not subject to prompt
corrective action  provisions.  The capital amounts and  classification are also
subject to  qualitative  judgments  by the  regulators  about  components,  risk
weightings,  and other factors.  Quantitative measures established by regulation
to ensure capital  adequacy require the Company and the Bank to maintain minimum
amounts of total and Tier 1 capital (as defined) to average assets (as defined).
The following  schedule displays these capital  guidelines and the ratios of the
Company and the Bank as of March 31, 2000.

                                       14
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
 of Operations (cont.)
----------------------
<TABLE>
<CAPTION>
                                              Minimum                       March 31, 2000
                                             Regulatory               --------------------------
                                             Guidelines               Company              Bank
                                             ----------               -------              ----
<S>                                             <C>                   <C>                <C>
 Tier 1 leverage capital                        3.00%                   7.24%              6.72%

 Tier 1 capital to risk-weighted assets         4.00%                  10.14%              9.44%

 Total capital to risk-weighted assets          8.00%                  11.38%             10.69%

</TABLE>
The  Company's  book value at March 31,  2000 was $10.33 per share  compared  to
$9.95 per share at December 31, 1999.

LIQUIDITY

The Bank  normally  experiences  a wide  swing in its  liquidity  each year as a
result of the seasonal  nature of the economy in its market  area.  Liquidity is
usually  high in late  summer and early fall and the annual low point is usually
in the early spring.  The Bank's investment  portfolio is of high quality and is
highly marketable  although a gain or loss would be realized if the market value
of securities  sold were not equal to their adjusted book value at date of sale.
Alternately,   the  Bank  can  borrow  funds  using  investment   securities  as
collateral.  The Bank has an  available  line of credit of $5.0 million from the
Federal  Home Loan Bank of  Boston,  has  established  a line of credit  for the
purchase of federal  funds from a regional  bank and may borrow from the Federal
Reserve Bank if necessary.

ASSET/LIABILITY MANAGEMENT

Through the Company's  Asset/Liability  Management Committee ("ALCO"),  which is
comprised of senior management and several  Directors,  the Company monitors the
level and general mix of earning assets and interest bearing  liabilities,  with
particular  attention to those assets and liabilities which are  rate-sensitive.
The primary objective of ALCO is to manage interest rate risk in accordance with
policies  approved  by the Board of  Directors  regarding  acceptable  levels of
interest rate risk,  liquidity and capital. The committee meets monthly and sets
the rates  paid on  deposits,  approves  loan  pricing  and  reviews  investment
transactions.

Given the  substantial  liquidity from cash flow and maturities of the Company's
investment  portfolio,  the sizable  proportion of rate sensitive loans to total
loans,  and the large  core  deposit  base,  ALCO  believes  the  Company  to be
moderately  asset-sensitive  to changes in  interest  rates.  Nevertheless,  the
Company's  strategy has  included  the funding of certain  fixed rate loans with
medium term borrowed funds in order to mitigate a margin squeeze should interest
rates rise.
<PAGE>
The Cape Cod market is one in which competing financial institutions  frequently
offer a wide range of yields for similar deposit  products.  Within this market,
the Company finds it necessary, from time to time, to offer higher rates than it
would otherwise justify,  thereby increasing pressure on net interest income. In
order to offset this pressure somewhat, the Company is strategically focusing on
customer relationship profitability.


                                       15
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations (cont.)
---------------------

COMPUTER PROCESSING IN THE YEAR 2000

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness Act of 1998.

Much  computer  software has been written  which allows or allowed the year in a
date  to  be  recognized  and/or  stored  based  on a  two-digit  number,  i.e.,
"12/31/99",  clearly recognizable as meaning December 31, 1999. The same is true
of a  variety  of  hardware  devices  with  built-in  clock-calendars,  such  as
computers.  In some cases,  this could have created  problems at the turn of the
century because  "01/01/00"  could have been interpreted to mean January 1, 1900
rather  than  January 1, 2000.  If such  circumstances  are not  identified  and
corrected  in  advance,  they  could have  caused  system  failure or  erroneous
calculations of such items as interest income or expense. This could potentially
have had a significant impact on the Bank's ability to do business.

For the Bank's internal computer  processing,  it was determined to be necessary
to replace some of its computers and to acquire more recent  versions of certain
software. $800,000 was spent for this purpose in 1998 and an additional $540,000
was spent in 1999. These costs have been  capitalized and are being  depreciated
over the useful lives of the items purchased.

The Bank relies on outside  vendors for much of its  critical  data  processing.
Prior to December 31, 1999,  these vendors  assured the Bank that they were Year
2000  compliant.  The Bank's  testing  confirmed this on those systems that were
considered to be critical or of high risk.  Contingency  plans for processing of
daily  work in the event of  failure  of any of these  systems  were in place on
December 31, 1999.

As a result of these  efforts and  assurances,  the Company has not  experienced
computer  failures  of any  kind  affecting  either  internal  or  subcontracted
computer processing as of March 31, 2000.

The Bank is also  dependent on other  providers in the conduct of its  business,
most notably for electrical  power and  telecommunications.  If these  providers
experience Year 2000 problems,  disruption of service,  especially if prolonged,
could  seriously  affect the Bank's  ability to conduct  business as usual.  The
Company has not experienced any disruption of service from these providers.

Certain of the Bank's customers may also have been subject to Year 2000 problems
which may have impacted their ability to do business. Among other repercussions,
this could have reduced  their ability to make loan payments to the Bank. To the
Company's  knowledge,  no customers  have been  seriously  affected by Year 2000
problems.

Other  customers may withdraw  funds from the Bank in  anticipation  of possible
Year 2000  disruptions.  The Bank has  traditionally  maintained  a  substantial
liquidity  position  in the  normal  course of doing  business,  and  expects to
continue to maintain a liquid  investment  portfolio to meet any unusual deposit
outflows.
<PAGE>
Although the Company has not  experienced any Year 2000 related  problems,  some
additional  dates remain  which might  disrupt its normal  business  operations.
These are listed  below.  Until these  dates,  and others yet  unidentified  are
successfully  passed,  and until  any Year  2000  issues  that  might  arise are
corrected,  the Company's Year 2000 readiness and contingency  plans will remain
in effect.

   October 10     First date to require an eight digit date field  Status:  open
   December 31    2000/2001 year end                               Status:  open

Please refer to the statement  regarding  "Forward-Looking  Information"  at the
beginning of Part II, Item 7 of this 10Q entitled  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations"  with regard to any
forward-looking  statements in this section. Although management of the Bank and
the Company believe that their responses to the Year 2000 issue are appropriate,
neither the Bank nor the Company can guarantee  their Year 2000  readiness,  nor
that of material  vendors or customers,  nor the  effectiveness  of  contingency
plans in the event of a failure in any of the Bank's computer systems.


                                       16
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
------------------------------------------------------------------

For a  discussion  of the  Company's  management  of market risk  exposure,  see
"Asset/Liability  Management"  in Item 2 of Part I of this report and Item 7A of
Part II of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1999 (the "1999 Annual Report").

For  quantitative  information  about market risk, see Item 7A of Part II of the
Company's 1999 Annual Report.

There  have  been  no  material  changes  in the  quantitative  and  qualitative
disclosures  about market risk as of March 31, 2000 from those  presented in the
Company's 1999 Annual Report.

PART II  OTHER INFORMATION
ITEM 1.  Legal proceedings
--------------------------

               There are no material legal proceedings to which the Company is a
               party or to which any of its  property is subject,  although  the
               Company is a party to ordinary routine  litigation  incidental to
               its business.

ITEM 2.  Changes in securities and use of proceeds
--------------------------------------------------

               Not applicable

ITEM 3.  Defaults upon senior securities
----------------------------------------

               Not applicable

ITEM 4.  Submission of matters to a vote of security holders
------------------------------------------------------------

               Not applicable

ITEM 5.  Other information
--------------------------

               Not applicable

ITEM 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

                   (a) Exhibits

                      Exhibit            Description
                         27        Financial data schedule

                   (b) Reports on Form 8-K

                      No reports on Form 8-K were  filed by the  Company  during
                      the three month period ended March 31, 2000.

                                       17
<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 thereunto duly authorized.


(Registrant):  CCBT Financial Companies, Inc.

Date:  May 8, 2000


               /s/STEPHEN B. LAWSON
               --------------------
               STEPHEN B. LAWSON,
               President and Chief Executive Officer


               /s/NOAL D. REID
               ---------------
               NOAL D. REID,
               Chief Financial Officer and Treasurer


                                  EXHIBIT INDEX

                      Exhibit               Description
                        27             Financial data schedule




                                       18