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 September 30, 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.)


     495 Station Avenue, South Yarmouth, Massachusetts          02664
     -------------------------------------------------        ---------
          (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) : Yes [X] No [_]         (2) : Yes [X]  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 September 30, 2000.


<PAGE>
<TABLE>
<CAPTION>


                                               TABLE OF CONTENTS



Section                  Description                                                            Page #
-------                  -----------                                                            ------

<S>        <C>           <C>                                                                      <C>
PART I                   FINANCIAL INFORMATION

           Item 1.       Financial Statements

                         Consolidated Statements of Financial Condition
                                    September 30, 2000 (Unaudited) and December 31, 1999           1

                         Consolidated Statements of Income (Unaudited)
                                    Three and Nine Months Ended September 30, 2000 and 1999        2

                         Consolidated Statements of Cash Flows (Unaudited)
                                    Nine Months Ended September 30, 2000 and 1999                  3

                         Consolidated Statements of Comprehensive Income (Unaudited)
                                    Nine Months Ended September 30, 2000 and 1999                  4

                         Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
                                    Nine Months Ended September 30, 2000 and 1999                  4

                         Notes to Consolidated Financial Statements                                5

           Item 2.       Management's Discussion and Analysis of Financial Condition
                                   and Results of Operations                                      5-21

           Item 3.       Quantitative and Qualitative Disclosures About Market Risk                21

PART II                  OTHER INFORMATION

           Item 1.       Legal Proceedings                                                         22

           Item 2.       Changes in Securities and Use of Proceeds                                 22

           Item 3.       Defaults upon Senior Securities                                           22

           Item 4.       Submission of Matters to a Vote of Security Holders                       22

           Item 5.       Other Information                                                         22

           Item 6.       Exhibits and Reports on Form 8-K                                          22

                         SIGNATURES                                                                23
</TABLE>



<PAGE>




PART I  FINANCIAL INFORMATION
ITEM 1. Financial Statements

                         CCBT FINANCIAL COMPANIES, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                           September 30,         December 31,
                                                                                               2000                  1999
                                                                                        -----------------      ----------------
ASSETS                                                                                     (Unaudited)
<S>                                                                                     <C>                    <C>
Cash and due from banks                                                                 $    42,662,943        $     43,415,100
Short term interest-bearing deposits                                                         23,262,788               2,207,328
Federal funds sold                                                                           20,000,000                      --
Securities available for sale, at fair value                                                392,909,564             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                                                       785,483,760             663,584,422
Loans held for sale                                                                             164,770                 200,000
Premises and equipment                                                                       16,471,074              12,396,729
Deferred tax assets                                                                           5,055,869               4,657,933
Accrued interest receivable on securities                                                     3,170,853               2,850,366
Principal and interest receivable on loans                                                    4,239,281               3,156,914
Intangibles                                                                                   9,951,259                      --
Other assets                                                                                  8,314,594              12,044,040
                                                                                         ---------------         ---------------
            Total assets                                                                $ 1,334,908,855        $  1,231,114,346
                                                                                         ===============         ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits                                                                                $   983,475,641        $    766,063,617
Borrowings from the Federal Home Loan Bank                                                  212,535,037             347,962,999
Other short-term borrowings                                                                  32,196,967              19,345,885
Current taxes payable                                                                         1,072,369               1,721,187
Interest payable on deposits and borrowings                                                   3,299,227               3,061,932
Post retirement benefits payable                                                              2,784,807               2,501,480
Employee profit sharing retirement and bonuses payable                                        2,105,745               2,396,542
Other liabilities                                                                             3,227,794               2,411,093
                                                                                         ---------------         ---------------
            Total liabilities                                                             1,240,697,587           1,145,464,735
                                                                                         ---------------         ---------------
Minority interest                                                                               161,526                     --
                                                                                         ---------------         ---------------
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                                                                     66,866,994              58,181,480
       Treasury stock, at cost (453,016 shares)                                              (7,399,628)             (7,399,628)
       Accumulated other comprehensive income                                                (1,973,578)             (1,688,195)
                                                                                         ---------------         ---------------
            Total stockholders' equity                                                       94,049,742              85,649,611
                                                                                         ---------------         ---------------
            Total liabilities and stockholders' equity                                  $ 1,334,908,855        $  1,231,114,346
                                                                                         ===============         ===============
</TABLE>


   See accompanying notes to the unaudited consolidated financial statements.



                                       1
<PAGE>

PART I  FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)


                         CCBT FINANCIAL COMPANIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                                Three Months ended September 30,    Nine Months ended September 30,
                                                                   2000              1999              2000              1999
                                                              -------------    --------------      -------------    --------------
                                                                                          (Unaudited)
<S>                                                            <C>               <C>               <C>               <C>
INTEREST INCOME:
     Interest and fees on loans                                $ 15,900,554      $ 12,299,918      $  44,334,344     $ 36,315,791
     Interest on short term interest-bearing deposits               356,103           117,989            659,053          553,663
     Interest on federal funds sold                                  29,975               ---             29,975              ---
     Taxable interest income on securities                        7,339,386         6,848,598         21,873,218       18,780,732
     Tax-exempt interest income on securities                       264,348           219,039            690,810          583,595
     Dividends on securities                                        451,558           309,411          1,298,480        1,082,775
                                                                 -----------       -----------       ------------     ------------
              Total interest income                              24,341,924        19,794,955         68,885,880       57,316,556
                                                                 -----------       -----------       ------------     ------------
INTEREST EXPENSE:
     Interest on deposits                                         7,636,029         4,553,343         17,901,379       13,095,992
     Interest on borrowings from the Federal Home Loan Bank       3,487,223         4,633,261         14,417,815       14,378,087
     Interest on other short-term borrowings                        412,674           264,447          1,003,120          582,513
                                                                 -----------       -----------       ------------     ------------
              Total interest expense                             11,535,926         9,451,051         33,322,314       28,056,592
                                                                 -----------       -----------       ------------     ------------
     Net interest income                                         12,805,998        10,343,904         35,563,566       29,259,964
     Provision for loan losses                                          ---               ---                ---              ---
     Net interest income after provision for loan losses         12,805,998        10,343,904         35,563,566       29,259,964
                                                                 -----------       -----------       ------------     ------------
NON-INTEREST INCOME:
     Financial advisor fees                                       1,442,366         1,419,402          4,779,861        4,328,516
     Deposit account service charges                                495,650           480,074          1,469,236        1,456,362
     Branch banking fees                                            832,337           768,162          2,312,947        2,289,264
     Electronic banking fees                                        429,933           688,674          1,428,785        1,357,869
     Loan servicing and other loan fees                              39,330            37,178            225,233           84,485
     Brokerage fees and commissions                                 218,575           216,134            752,216          741,243
     Net gain on sale of securities                                  44,931           223,779             73,233          282,883
     Net gain on sale of loans                                       31,144            51,869             58,798          346,046
     Insurance commissions                                          304,722               ---            499,315              ---
     Other income                                                   150,278            83,829            419,224          267,091
                                                                 -----------       -----------       ------------     ------------
              Total non-interest income                           3,989,266         3,969,101         12,018,848       11,153,759
                                                                 -----------       -----------       ------------     ------------

NON-INTEREST EXPENSE:
     Salaries                                                     3,799,920         3,194,678         10,486,815        9,223,502
     Employee benefits                                            1,624,850         1,329,083          4,610,371        3,672,350
     Building and equipment                                       1,277,941         1,166,694          3,566,320        3,273,409
     Data processing                                                759,273           759,236          2,201,146        2,250,609
     Accounting and legal fees                                      209,846           219,253            671,530          612,210
     Other outside services                                         509,830           462,851          1,547,574        1,399,334
     Amortization of goodwill                                       395,835               ---            455,609              ---
     Delivery and communication                                     386,234           357,711          1,129,960          995,000
     Directors' fees                                                 86,250            75,250            262,000          226,250
     Marketing and advertising                                      318,103           179,949            842,407          605,077
     Printing and supplies                                          210,845           190,620            604,052          559,627
     Insurance                                                       98,081            70,315            286,324          205,906
     Branch conversion expenses                                     249,808               ---            249,808              ---
     All other expenses                                             308,282           275,382          1,273,114          769,692
                                                                 -----------       -----------       ------------     ------------
              Total operating  expense                           10,235,098         8,281,022         28,187,030       23,792,966
                                                                 -----------       -----------       ------------     ------------
     Minority interest                                               (6,917)              ---            (17,413)             ---
                                                                 -----------       -----------       ------------     ------------
     Net income before taxes                                      6,567,083         6,031,983         19,412,797       16,620,757
     Applicable income taxes                                      2,199,774         2,181,763          6,591,100        6,012,077
                                                                 -----------       -----------       ------------     ------------
             Net income                                         $ 4,367,309       $ 3,850,220        $12,821,697      $10,608,680
                                                                 ===========       ===========       ============     ============

     Average shares outstanding                                   8,608,048         8,887,753          8,608,048        8,957,493
     Basic earnings per share                                         $0.51             $0.43              $1.49            $1.18
     Diluted earnings per share                                       $0.51             $0.43              $1.49            $1.18
     Cash dividends declared                                          $0.16             $0.14              $0.48            $0.42

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


                                       2
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)

                          CCBT FINANCIAL COMPANIES, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the Nine Months ended September 30,

<TABLE>
<CAPTION>

                                                                                   2000                     1999
                                                                             ---------------           --------------
 CASH PROVIDED BY OPERATING ACTIVITIES                                                      (Unaudited)
<S>                                                                          <C>                       <C>
       Net income                                                               $12,821,697              $10,608,680
       Adjustments to reconcile net income to net cash flow
                     provided by operating activities:
                Provision for loan losses                                                --                       --
                Depreciation and amortization                                     1,726,808                1,620,726
                Net amortization (accretion) of securities                        5,126,638                2,964,928
                Amortization of deferred loan fees                                  (97,509)                 148,128
                Net gain on sale of investment securities                           (73,233)                (282,883)
                (Prepaid) deferred income taxes                                  (1,046,754)               1,110,485
                Net gain on sale of loans                                           (58,798)                (346,046)
       Net change in:
                Loans held for sale                                                  35,230                3,823,795
                Accrued interest receivable                                      (1,402,854)                 972,582
                Accrued expenses and other liabilities                            1,046,526               14,877,862
                Other, net                                                       (2,986,764)               5,405,143
                                                                               -------------             ------------
       Net cash provided by operating activities                                 15,090,987               40,903,400
                                                                               -------------             ------------

 CASH USED BY INVESTING ACTIVITIES
                Net increase in loans                                          (130,355,375)            (111,570,024)
                Proceeds from sale of loans                                       8,749,600               74,288,570
                Dispositions of property from defaulted loans                        70,000                  115,000
                Maturities of securities                                        546,702,601              382,302,840
                Purchases of available for sale securities                     (783,033,661)            (550,411,066)
                Sales of available for sale securities                          297,988,862               60,863,759
                Purchases of premises and equipment                              (5,608,672)              (1,396,719)
                                                                               -------------             ------------
       Net cash used by investing activities                                    (65,486,645)             (145,807,640)
                                                                               -------------             ------------

 CASH PROVIDED BY FINANCING ACTIVITIES
                Net  increase in deposits                                       217,412,024               71,563,513
                Net (decrease) increase in borrowings from the
                      Federal Home Loan Bank                                   (135,427,962)              29,953,460
                Net increase in other short-term borrowings                      12,851,082               14,349,592
                Purchases of CCBT Financial Companies, Inc.
                      common stock in open market                                        --               (6,244,288)
                Cash dividends paid on common stock                              (4,136,183)              (3,771,025)
                                                                               -------------             ------------
       Net cash provided by  financing activities                                90,698,961              105,851,252
                                                                               -------------             ------------
       Net  increase  in cash and cash equivalents                               40,303,303                  947,012
       Cash and cash equivalents at beginning of period                          45,622,428               29,490,715
                                                                               -------------             ------------
       Cash and cash equivalents at end of period                               $85,925,731              $30,437,727
                                                                               =============             ============
</TABLE>


Note:    Cash   equivalents   include   amounts  due  from  banks,   short  term
         interest-bearing deposits and federal funds sold.

<TABLE>
<CAPTION>

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<S>                                                                          <C>                       <C>
       Cash paid for:
                Interest                                                        $33,085,019              $27,883,338
                Income taxes                                                      7,067,843                4,360,000
       Non-cash transactions:
                Additions to property from defaulted loans                      $    70,000              $ 1,615,000
                Loans to finance OREO property                                           --                  100,000
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


                                       3
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)

                         CCBT FINANCIAL COMPANIES, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     For the Nine Months ended September 30,
<TABLE>
<CAPTION>


                                                                                  2000                1999
                                                                            ---------------       -------------
                                                                                         (Unaudited)
<S>                                                                         <C>                  <C>
Net income                                                                  $ 12,821,697          $ 10,608,680
                                                                            -------------         -------------
       Unrealized holding (losses) gains on securities available for sale       (356,893)              184,767
       Reclassification of gains  on securities held in income                   (73,233)             (282,883)
                                                                            -------------         -------------
       Net unrealized  losses                                                   (430,126)              (98,116)
       Related tax effect                                                        144,743                48,103
                                                                            -------------         -------------
Net other comprehensive loss                                                    (285,383)              (50,013)
                                                                            -------------         -------------
Comprehensive income                                                        $ 12,536,314          $ 10,558,667
                                                                            =============         =============
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


                         CCBT FINANCIAL COMPANIES, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     For the Nine Months ended September 30,

<TABLE>
<CAPTION>

                                                     2000                  1999
                                                ---------------       ---------------
                                                              (Unaudited)
COMMON STOCK
<S>                                                <C>                  <C>       6
       Balance, beginning of the year           $   22,652,660        $   22,652,660
                                                ---------------       ---------------

       Balance, September 30                        22,652,660            22,652,660
                                                ---------------       ---------------

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

       Balance, September 30                        13,903,294            13,903,294
                                                ---------------       ---------------

UNDIVIDED PROFITS
       Balance, beginning of the year               58,181,480            46,704,129
          Net Income                                12,821,697            10,608,680
          Dividends declared                        (4,136,183)           (3,771,024)
                                                ---------------       ---------------
       Balance, September 30                        66,866,994            53,541,785
                                                ---------------       ---------------

TREASURY STOCK
       Balance, beginning of the year               (7,399,628)                   --
          Purchase of Treasury stock                        --            (6,244,288)
                                                ---------------      ---------------
       Balance, September 30                        (7,399,628)           (6,244,288)
                                                ---------------       ---------------

ACCUMULATED OTHER COMPREHENSIVE INCOME
       Balance, beginning of the year               (1,688,195)              282,317
          Net other comprehensive loss                (285,383)              (50,013)
                                                ---------------       ---------------
       Balance, September 30                        (1,973,578)              232,304
                                                ---------------       ---------------
TOTAL STOCKHOLDERS' EQUITY                      $   94,049,742        $    84,085,755
                                                ===============       ===============
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.


                                       4
<PAGE>





PART I  FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)

                         CCBT FINANCIAL COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Nine months ended September 30, 2000 and 1999


Business

           CCBT Financial Companies, Inc. (the "Company") was incorporated under
the laws of the  Commonwealth of Massachusetts on October 8, 1998 under the name
of CCBT Bancorp, Inc. (the "Bancorp") at the direction of the Board of Directors
and  management  of Cape Cod Bank and Trust Company (the "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.

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 September
30,  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 and nine months ended  September  30, 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.

Minority Interest

           During the second quarter of 2000, the Bank concluded its purchase of
51% of the firm of Murray & MacDonald  Insurance  Services,  Inc.  of  Falmouth,
Massachusetts. The minority interest amounts shown in the Company's consolidated
balance  sheet and income  statements  represent  the  interest of the  minority
shareholder in that company.

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  future  results could differ  materially  from those
projected in the forward-looking statements as a result, among other factors, of
changes in national or regional economic conditions, changes in loan default and
charge-off rates, reductions in deposit levels necessitating increased borrowing
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
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


                                       5
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

activity 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.

           In  addition  to the  acquisition  of  Murray &  MacDonald  Insurance
Services,  Inc., the Company also  completed its  acquisition of two branches of
Fleet Bank, in Wareham and Falmouth,  Massachusetts during the second quarter of
2000.  These  branches  added  approximately  $55  million  deposits, at a 15.5%
premium,  to the Bank at June 30, 2000.  This premium is being  amortized at the
rate of $1.2 million per year over a 7 year period.

           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-eight  banking  offices and 32 ATMs  located in  Barnstable  and Plymouth
Counties in  Massachusetts  as well as around the clock  telephone  and computer
banking.  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.






              (The remainder of this page intentionally left blank)




                                       6
<PAGE>




PART I  FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


                         CCBT FINANCIAL COMPANIES, INC.
                    NET INTEREST INCOME, NET INTEREST MARGIN
                      Three Months Ended September 30, 2000
<TABLE>
<CAPTION>
                                                                     2000                                 1999
                                                   --------------------------------------   -------------------------------------
                                                                  Interest       Average                 Interest        Average
                                                     Average       Income/        Yield       Average     Income/         Yield
                                                     Balance       Expense      Rate Paid     Balance     Expense       Rate Paid
                                                   -----------    ----------    ---------   ----------    --------      ---------
                                                                             (Dollar amounts in thousands)
<S>                                               <C>            <C>               <C>      <C>           <C>              <C>
 ASSETS
 Securities
   Mortgage-backed securities                     $    24,998    $      477        7.63%    $    52,191   $    487         3.73%
   U.S. Government CMOs                               125,509         2,399        7.65%        158,446      2,263         5.71%
   U.S. Government agencies                            26,339           454        6.89%         30,659        470         6.13%
   Other CMOs                                          43,330           856        7.90%         74,840      1,067         5.70%
   State & municipal agencies                          19,826           256        5.17%         28,475        226         3.17%
   Other  securities                                  215,815         4,000        7.41%        211,799      2,982         5.63%
   Unrealized (losses) gains                           (3,258)           --                       1,071         --           --
                                                     --------    ----------                 -----------      -----
       Total securities                               452,559         8,442        7.46%        557,481      7,495         5.38%
                                                     --------    ----------                 -----------      -----
Loans
   Commercial                                          72,479         1,796        9.91%         70,906      1,644         9.27%
   Commercial construction                             35,152           842        9.58%         14,331        322         8.99%
   Residential construction                            57,747           943        6.53%         41,901        608         5.80%
   Commercial mortgages                               220,570         5,158        9.35%        203,001      4,492         8.85%
   Industrial revenue bonds                             1,716            34        7.86%          1,248         24         7.69%
   Residential mortgages                              343,793         6,025        7.01%        263,780      4,478         6.79%
   Home equity                                         34,269           858       10.02%         21,421        475         8.87%
   Consumer                                             8,806           244       11.08%          9,903        257        10.38%
   Overdrafts                                             637            --                         730         --           --
                                                  -----------    ----------                 -----------   --------
       Total Loans                                    775,169        15,900        8.20%        627,221     12,300         7.84%
                                                  -----------    ----------                 -----------   --------
                Total earning assets                1,227,728        24,342        7.93%      1,184,702     19,795         6.68%
                                                                 ----------                               --------
   Non - earning assets                                73,143                                    59,976
                                                  -----------                                ----------
                Total assets                      $ 1,300,871                                $1,244,678
                                                  ===========                                ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   NOW accounts                                   $   133,146           244        0.73%    $   116,193        240         0.83%
   Regular  savings                                   148,456         1,159        3.12%        169,486      1,228         2.90%
   Money Market accounts                              165,402         1,617        3.91%        149,419      1,169         3.13%
   Time certificates of deposit                       289,722         4,615        6.37%        156,612      1,916         4.89%
                                                  -----------    ----------                 -----------   --------
        Total interest bearing deposits               736,726         7,635        4.15%        591,710      4,553         3.08%
                                                  -----------    ----------                 -----------   --------
Borrowings
   Federal Home Loan Bank                             217,149         3,488        6.42%        335,477      4,633         5.52%
   Other short-term borrowings                         29,016           413        5.69%         25,090        265         4.22%
                                                  -----------    ----------                 -----------   --------
        Total borrowings                              246,165         3,901        6.34%        360,567      4,898         5.43%
                                                  -----------    ----------                 -----------   --------
           Total interest bearing liabilities         982,891        11,536        4.69%        952,277      9,451         3.97%
                                                                 ----------                               --------
Demand deposits                                       221,020                                   193,429
Non-interest bearing liabilities                        6,971                                    11,187
Stockholders' equity                                   89,989                                    87,785
                                                  -----------                                ----------
                Total liabilities & equity        $ 1,300,871                                $1,244,678
                                                  ===========                                ==========
Net interest income/ spread                                       $  12,806        3.24%                  $ 10,344         2.71%
                                                                  =========                               ========
Net interest margin (NII/Avg Earning Assets)                                       4.15%                                   3.49%

</TABLE>


                                       7
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


                         CCBT FINANCIAL COMPANIES, INC.
                              VOLUME/RATE ANALYSIS
           Three months ended September 30, 2000 vs September 30, 1999

<TABLE>
<CAPTION>

                                                      Changes in income/expense due to
                                                     -----------------------------------
                                                        Volume        Rate        Total
                                                     -----------    --------    --------
                                                        (Dollar amounts in thousands)
<S>                                                    <C>          <C>         <C>
EARNING ASSETS
Securities
   Mortgage-backed securities                          $  (389)     $   379     $   (10)
   U.S. Government CMOs                                   (555)         691         136
   U.S. Government agencies                                (71)          55         (16)
   Other CMOs                                             (540)         329        (211)
   State & municipal agencies                              (91)         121          30
   Other  securities                                        66          952       1,018
                                                       -------      -------     -------
       Total securities                                 (1,580)       2,527         947
                                                       -------      -------     -------
Loans
   Commercial                                               38          114         152
   Commercial construction                                 487           33         520
   Residential construction                                246           88         334
   Commercial mortgages                                    403          263         666
   Industrial revenue bonds                                  9            1          10
   Residential mortgages                                 1,392          155       1,547
   Home equity                                             306           77         383
   Consumer                                                (30)          17         (13)
                                                       -------      -------     -------
       Total Loans                                       2,851          748       3,599
                                                       -------      -------     -------
                Total earning assets                     1,271        3,275       4,546
                                                       -------      -------     -------

INTEREST BEARING LIABILITIES
Deposits
   NOW accounts                                             33          (29)          4
   Regular  savings                                       (160)          91         (69)
   Money Market accounts                                   142          306         448
   Time certificates of deposit                          1,890          809       2,699
                                                       -------      -------     -------
        Total interest bearing deposits                  1,905        1,177       3,082
                                                       -------      -------     -------
Borrowings
   Federal Home Loan Bank                               (1,782)         637      (1,145)
   Other short-term borrowings                              49           99         148
                                                       -------      -------     -------
        Total borrowings                                (1,733)         736        (997)
                                                       -------      -------     -------
                Total interest bearing liabilities         172        1,913       2,085
                                                       -------      -------     -------
Net changes due to volume/rate                         $ 1,099      $ 1,362     $ 2,461
                                                       =======      =======     =======
</TABLE>


                                       8
<PAGE>

PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

                              RESULTS OF OPERATIONS
          Three Months ended September 30, 2000 vs September 30, 1999

Sources of funds

           As shown in the table on page 7, average  interest  bearing  deposits
increased $145.0 million or 24.5% during the third quarter 2000 versus the third
quarter 1999 including  acquired  deposits of the Bank's new offices in Falmouth
and Wareham. With exception to the lower rate on NOW accounts, the cost of those
funds rose in the 2000 period as management  increased deposit rates in response
to  generally  rising  market  rates.  During the second  quarter,  the  Company
introduced  a one year  certificate  of deposit with an  aggressive  and popular
7.20%APY.  Concurrently,   average  borrowed  funds,  notably  FHLB  borrowings,
declined in the 2000 period while rates paid on these borrowed funds  increased.
The remaining sources of funds, i.e., noninterest bearing demand deposits, other
liabilities and capital,  averaged 8.7% higher, including average demand deposit
growth of $27.6 million or 14.3% again,  including acquired deposits.  In total,
average sources of funds increased $56.2 million or 4.5% period to period, while
the average  cost of interest  bearing  funds  increased  from 3.97%  during the
quarter ended September 30, 1999 to 4.69% for the same period in 2000.

Uses of funds

           When compared to the third quarter of 1999,  average  earning  assets
were higher in 2000 by 3.6% with a 23.6%  increase in average loans  outstanding
partially offset by reduced investments. Average earning assets approximated 95%
of  average  total  assets  in each  period.  Loan  growth  was  spearheaded  by
residential  mortgage,  home  equity  and  related  construction  lending,  up a
combined $108.7 million or 33.2% in an active local market.  Combined commercial
lending activities contributed another $40.4 million or 14.0% growth. Consistent
with the general rise in market rates,  the average yield on earning assets rose
to 7.93% for the three months ended  September 30, 2000 from the 6.68%  reported
for the comparable period in 1999.

Net interest income

           Net  interest  income was $12.8  million for the three  months  ended
September  30, 2000 as compared to $10.3 million for the same period in 1999, up
23.8%.  The  spread  and net  interest  margin  ratios  were  3.24%  and  4.15%,
respectively,  for the quarter just  completed,  as compared to 2.71% and 3.49%,
respectively,  for the  comparable  1999  period.  As shown  in the  Volume/Rate
Analysis  table on page 8, the  Company's net interest  income  improved in both
volume and rate categories during the third quarter 2000 as compared to the same
quarter last year.

Provision for  loan losses

           No  provisions  were made to the reserve for possible  loan losses in
the quarters ended  September 30, 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 $3.99 million for the three months ended
September 30, 2000, virtually identical to that earned during the same period in
1999. New revenues from insurance  activities were offset by reduced  electronic
banking  fees and lower net gains on sales of  securities.  The former  resulted
from the sale of the credit card  merchant  portfolio  in late 1999, a portfolio
which had historically generated seasonally high income.



                                       9
<PAGE>


PART I  FINANCIAL INFORMATION
 ITEM 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations (continued)

Non-interest expenses

           During the third quarter of 2000,  noninterest expenses totaled $10.2
million,  $1.9  million or 23.6%  greater  than the  expenses of the  comparable
period  last  year.  Approximately  one  half of this  increase  reflect  direct
expenses of the newly  acquired  insurance  agency,  one time  conversion  costs
relating to the newly acquired branches, and amortization of intangibles arising
from both acquisitions.  Salaries and benefits, the largest combined category of
expense, rose $901 thousand or 19.9% to total $5.0 million for the third quarter
of 2000.  While  salaries and  commissions  increased  9.3% in 2000 versus 1999,
deferred origination costs on residential mortgages declined such that the total
increased $401 thousand or nearly 12.8%.  Increased  benefits expenses include a
greater current provision for possible performance-based  compensation awards at
year end,  consistent  with  increased  profitability  thus far in 2000.  Higher
marketing and printing  costs  reflect the Company's  entrance into new markets,
i.e.,  Wareham,   Massachusetts  and  insurance  services.   All  other  expense
categories are in line with management expectations .

Minority interest

           The third quarter  minority  interest on the 49% minority  holding of
Murray & MacDonald Insurance Services,  Inc. includes some initial investment in
increasing that company's ability to provide  additional service to its enlarged
customer base.

Income taxes

           Combined  State and Federal  income tax expense was $2.2  million for
the quarter ended  September 30, 2000 and $2.2 million was recorded for the same
quarter in 1999. The combined  effective State and Federal tax rate was 33.5% of
pretax  income in the third  quarter  of 2000 and 36.2% of pretax net income for
1999.

Net income

           Consolidated  net income of $4.4  million,  represented  earnings per
share of $0.51 for the three months ended September 30, 2000 as compared to $3.9
million or $0.43 per share for the  comparable  quarter  last  year.  Annualized
returns on average assets and average equity were 1.34% and 19.3%, respectively,
for the three months ended  September  30, 2000 as compared to 1.23% and 17.40%,
respectively, for the prior comparable period.









              (The remainder of this page intentionally left blank)





                                       10
<PAGE>


PART I  FINANCIAL INFORMATION
 ITEM 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)


                         CCBT FINANCIAL COMPANIES, INC.
                    NET INTEREST INCOME, NET INTEREST MARGIN
                      Nine Months Ended September 30, 2000
<TABLE>
<CAPTION>


                                                                   2000                                       1999
                                                 ---------------------------------------     --------------------------------------
                                                                   Interest    Average                       Interest     Average
                                                     Average       Income/      Yield          Average       Income/       Yield
                                                     Balance       Expense    Rate Paid        Balance       Expense     Rate Paid
                                                 --------------   ----------  ---------      -----------    ---------    --------
                                                                             (Dollar amounts in thousands)
<S>                                               <C>            <C>            <C>          <C>             <C>           <C>
ASSETS
Securities
   Mortgage-backed securities                     $   29,119     $  1,697       7.77%        $   67,636      $ 2,446       4.82%
   U.S. Government CMOs                              135,188        7,395       7.29%           149,747        5,566       4.96%
   U.S. Government agencies                           27,981        1,369       6.63%            27,420        1,166       5.67%
   Other CMOs                                         54,345        2,879       7.06%            67,989        2,724       5.34%
   State & municipal agencies                         20,039          691       6.07%            21,742          610       4.86%
   Other  securities                                 206,047       10,521       6.92%           198,939        8,489       5.69%
   Unrealized (losses) gains                          (2,636)          --         --                682           --         --
                                                   ----------   ----------                   -----------     --------
       Total securities                              470,083       24,552       7.08%           534,155       21,001       5.24%
                                                   ----------   ----------                   -----------     --------
Loans
   Commercial                                         79,584        5,754       9.80%            74,212        5,043       9.06%
   Commercial construction                            28,483        2,005       9.40%            13,451          893       8.85%
   Residential construction                           52,396        2,486       6.23%            39,031        1,712       5.85%
   Commercial mortgages                              216,032       14,823       9.17%           204,553       13,593       8.86%
   Industrial revenue bonds                            1,297           82      11.87%             1,312           74      10.57%
   Residential mortgages                             317,450       16,390       6.88%           256,165       12,851       6.69%
   Home equity                                        29,252        2,117       9.67%            21,062        1,361       8.62%
   Consumer                                            8,692          677      10.39%            10,418          789      10.10%
   Overdrafts                                            469           --         --                645           --         --
                                                   ----------   ----------                   -----------     --------
       Total Loans                                   733,655       44,334       8.08%           620,849       36,316       7.80%
                                                   ----------   ----------                   -----------     --------
                Total earning assets               1,203,738       68,886       7.71%         1,155,004       57,317       6.62%
                                                                ----------                                   --------
   Non - earning assets                               59,951                                     54,728
                                                   ----------                                -----------
                Total assets                      $1,263,689                                 $ 1,209,732
                                                   ==========                                ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   NOW accounts                                   $  121,475          680       0.75%        $  112,355      $   690       0.82%
   Regular savings                                   149,684        3,463       3.09%           162,185        3,488       2.87%
   Money Market accounts                             148,750        4,083       3.67%           143,788        3,314       3.07%
   Time certificates of deposit                      220,917        9,675       5.85%           153,158        5,604       4.88%
                                                   ----------   ----------                   -----------     --------
        Total interest bearing deposits              640,826       17,901       3.73%           571,486       13,096       3.06%
                                                   ----------   ----------                   -----------     --------
Borrowings
   Federal Home Loan Bank                            315,825       14,418       6.09%           356,294       14,378       5.38%
   Other short-term borrowings                        24,680        1,003       5.43%            19,287          583       4.03%
                                                   ----------   ----------                   -----------     --------
        Total borrowings                             340,505       15,421       6.05%           375,581       14,961       5.31%
                                                   ----------   ----------                   -----------     --------
           Total interest bearing liabilities        981,331       33,322       4.54%           947,067       28,057       3.95%
                                                                ----------                                   --------

Demand deposits                                      186,769                                    167,692
Non-interest bearing liabilities                       7,644                                      9,783
Stockholders' equity                                  87,945                                     85,190
                                                   ----------                            ---------------
                Total liabilities & equity        $1,263,689                             $    1,209,732
                                                   ==========                            ===============
Net interest income/ spread                                      $ 35,564       3.18%                        $  29,260       2.67%
                                                                  =======                                     ========

Net interest margin (NII/Avg Earning Assets)                                    3.95%                                        3.38%

</TABLE>



                                       11
<PAGE>


PART I FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


                         CCBT FINANCIAL COMPANIES, INC.
                              VOLUME/RATE ANALYSIS
           Nine months ended September 30, 2000 vs September 30, 1999


<TABLE>
<CAPTION>

                                                               Changes in income/expense due to
                                                           ----------------------------------------
                                                             Volume           Rate         Total
                                                           -----------     ----------    ----------
                                                                 (Dollar amounts in thousands)
<S>                                                        <C>               <C>           <C>
EARNING ASSETS
Securities
   Mortgage-backed securities                              $ (1,821)         $ 1,072       $  (749)
   U.S. Government CMOs                                        (669)           2,498         1,829
   U.S. Government agencies                                      26              177           203
   Other CMOs                                                  (635)             790           155
   State & municipal agencies                                   (70)             151            81
   Other  securities                                            336            1,696         2,032
                                                            --------       ----------    ----------
       Total securities                                      (2,833)           6,384         3,551
                                                            --------       ----------    ----------
Loans
   Commercial                                                   380              331           711
   Commercial construction                                    1,030               82         1,112
   Residential construction                                     606              168           774
   Commercial mortgages                                         777              453         1,230
   Industrial revenue bonds                                      (1)               9             8
   Residential mortgages                                      3,122              417         3,539
   Home equity                                                  562              194           756
   Consumer                                                    (133)              21          (112)
                                                            --------       ----------    ----------
       Total Loans                                            6,343            1,675         8,018
                                                            --------       ----------    ----------
                Total earning assets                          3,510            8,059        11,569
                                                            --------       ----------    ----------

INTEREST BEARING LIABILITIES
Deposits
   NOW accounts                                                  54              (64)          (10)
   Regular savings                                             (280)             255           (25)
   Money Market accounts                                        126              643           769
   Time certificates of deposit                               2,729            1,342         4,071
                                                            --------       ----------    ----------
        Total interest bearing deposits                       2,629            2,176         4,805
                                                            --------       ----------    ----------
Borrowings
   Federal Home Loan Bank                                    (1,742)           1,782            40
   Other short-term borrowings                                  191              229           420
                                                            --------       ----------    ----------
        Total borrowings                                     (1,551)           2,011           460
                                                            --------       ----------    ----------
                Total interest bearing liabilities            1,078            4,187         5,265
                                                            --------       ----------    ----------
Net changes due to volume/rate                             $  2,432          $ 3,872       $ 6,304
                                                            ========       ==========    ==========
</TABLE>


                                       12
<PAGE>



PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

                              RESULTS OF OPERATIONS
           Nine months ended September 30, 2000 vs September 30, 1999

Sources of funds

           As shown in the table on page 11, average  interest  bearing deposits
outstanding  increased  $69.3  million  when  comparing  the nine months of 2000
versus the same period in 1999 and include  deposits  acquired during the second
quarter,  2000.  With  exception to lowered rates on NOW  accounts,  the cost of
those funds was greater in the 2000 period as management raised deposit rates in
response to generally  rising market rates.  Average  borrowed  funds  decreased
$35.0 million in the 2000 period.  The rates paid on these  borrowed  funds were
higher than in the 1999  period,  again  reflecting  the general  rise in market
rates.  The  remaining  sources  of  funds,  i.e.,  noninterest  bearing  demand
deposits,  other  liabilities  and  capital,  averaged  7.5%  higher in the 2000
period,  including  demand deposit  growth of $19.1 million or 11.4%.  In total,
average  sources of funds increased $54.0 million or 4.5% while the average cost
of interest bearing funds rose from 3.95% during the nine months ended September
30, 1999 to 4.54% in 2000.

Uses of funds

           Average  loans were  higher by $112.8  million or 18.2% in 2000 while
investments  were  lower by $64.1  million or 12.0%,  and on a  combined  basis,
approximated  95% of average  total assets  during each period.  Loan growth was
spearheaded  by  residential  mortgage,  home  equity and  related  construction
lending, up $82.8 million or 26.2% in an active local market.  Accordingly,  the
investment  portfolio  declined in size with reductions  occurring  primarily in
mortgage related categories. During the nine months ended September 30, 2000 the
average  yield on earning  assets rose to 7.71% from the 6.62%  reported for the
comparable period in 1999.

Net interest income

           Net  interest  income was $35.6  million  for the nine  months  ended
September  30, 2000 as compared to $29.3 million for the same period in 1999, up
21.5%.  The  spread  and net  interest  margin  ratios  were  3.18%  and  3.95%,
respectively,  for the nine months ended September 30, 2000 as compared to 2.67%
and  3.38%,  respectively,  for  the  comparable  1999  period.  While  consumer
attraction to lower residential  mortgage rate  opportunities  lowered yields on
the  residential  mortgage  portfolio  and the  securities  portfolio  in  1999,
interest  rates have been rising in 2000,  thereby  having the opposite  effect.
These  factors,  along with  increased  commercial  and  commercial  real estate
construction lending, are significant contributors to the increased net interest
income.  As shown on the  Volume/Rate  Analysis  on page 12, the  Company's  net
interest income improved on both volume and rate increases during the first nine
months of 2000 as compared to the same period in 1999.

Provision for possible loan losses

           No  provisions  were made to the reserve for possible  loan losses in
the quarters ended  September 30, 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 $12.0 million for the nine months ended
September  30,  2000,  up $865  thousand or 7.8%  compared to the $11.2  million
earned  during the same  period in 1999.  Higher  Financial  Advisor  (trust and
investment)  fees,  loan  fees and  insurance  commissions  contributed  to this
increase, along with increased income from electronic banking. See also comments
regarding noninterest income changes during the third quarter



                                       13
<PAGE>

PART I  FINANCIAL INFORMATION
 ITEM 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations (continued)


2000 within this document  entitled  "Results of Operations - Three Months ended
September 30, 2000 vs Three Months ended September 30, 1999".

Non-interest expense

           During the first nine months of 2000,  noninterest  expenses  totaled
$28.2 million, $4.4 million or 18.5% greater than the expenses of the comparable
period  last year.  Salaries  and  benefits,  the largest  combined  category of
expense,  rose $2.2  million or 17.1% to total $15.1  million for the first nine
months of 2000  while All other  expenses  increased  $539  thousand  reflecting
one-time write-offs of $303 thousand and an increased commitment to training and
education,  as reported in the first quarter of 2000.  Other expense  categories
reflect, in part,  additional expenses of the insurance services operation,  one
time conversion expenses of new branches,  amortization of intangibles resulting
from  acquisitions,  and general  increases  in the cost of Bank  operations  in
accordance with expectations.

Minority interest

           The  year-to-date  minority  interest on the 49% minority  holding of
Murray & MacDonald Insurance Services,  Inc. includes some initial investment in
increasing that company's ability to provide  additional service to its enlarged
customer base.

Income taxes

           The  combined  State and Federal  income tax expense was $6.6 million
for the nine months ended September 30, 2000, up $579 thousand  or 9.6% over the
same period last year on higher pretax income.  The combined effective State and
Federal tax expense  equaled 33.9% of pretax income thus far in 2000 as compared
to 36.2% in 1999.

Net income

           Consolidated net income was $12.8 million  representing  earnings per
share of $1.49 for the nine months ended September 30, 2000 as compared to $10.6
million or $1.18 per share for the  comparable  nine months ended  September 30,
1999.  Annualized  returns on average  assets and average  equity were 1.36% and
19.5%, respectively, for the nine months ended September 30, 2000 as compared to
1.17% and 16.65%, respectively, for the nine months ended September 30, 1999.






              (The remainder of this page intentionally left blank)




                                       14
<PAGE>



PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

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

           The Company had $1.33 billion of  consolidated  total assets,  $983.4
million of deposits and $94.0 million of  stockholders'  equity at September 30,
2000.  Its  capital  to  assets  ratio  was  7.05%,   exceeding  all  regulatory
requirements.  As compared to reported balances at December 31, 1999, Securities
available  for sale,  at fair value,  decreased  $70.4  million or 15.2%,  while
portfolio  loans, net of reserves,  increased $121.9 million or 18.4%.  Deposits
increased  $217.4 million or 28.4% while borrowed funds decreased $122.6 million
or 33.4%.

Investment Securities

           The  adjusted  cost  and   estimated   market  values  of  investment
securities  available  for sale at September 30, 2000 and December 31, 1999 were
as follows:



<TABLE>
<CAPTION>

                                                                        September 30, 2000
                                                                         ( in thousands)
                                              -------------------------------------------------------------------------
                                                                     Gross              Gross            Estimated
                                                  Amortized        Unrealized         Unrealized           Market
                                                    Cost             Gains              Losses              Value
                                              ---------------    --------------    ---------------     ----------------
<S>                                          <C>                <C>               <C>                 <C>
U. S. Government agency CMOs                   $   138,934        $      946         $    4,364         $    135,516
Other U. S. Government agencies                     23,428                 3                396               23,035
Other collateralized mortgage obligations           46,134               857                295               46,696
State and municipal obligations                     18,336               ---                ---               18,336
Other debt securities                              169,446               630                749              169,327
                                               ------------       -----------        -----------        -------------
               Totals                          $   396,278        $    2,436         $    5,804         $    392,910
                                               ============       ===========        ===========        =============


                                                                         December 31, 1999
                                                                           (in thousands)
                                              -------------------------------------------------------------------------
                                                                    Gross              Gross             Estimated
                                               Adjusted          Unrealized         Unrealized             Market
                                                 Cost               Gains             Losses               Value
                                              ---------------    --------------    ---------------     ----------------
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>



           Investment  securities  declined  $70.5 million to $392.9  million at
September  30, 2000,  with  deference  to  significant  loan growth.  Reductions
primarily  occurred  in  U.S.  Government  and  other  collateralized   mortgage
obligations.   At  September  30,  2000,  Other  debt  securities  consisted  of
approximately  $137.0  million  floating rate and $32.3 million short term fixed
rate securities, nearly all backed by assets other than residential mortgages.


                                       15
<PAGE>



PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

           Sales of  securities  produced net gains of $45  thousand  during the
quarter ended  September 30, 2000 compared to net gains of $224 thousand  during
the same period in 1999.  Net gains on security  sales  amounted to $73 thousand
and $283  thousand  for the nine  months  ended  September  30,  2000 and  1999,
respectively.

Loans
           The following is a summary of the Company's outstanding loan balances
as of the dates indicated.



                                          September 30,        December 31,
                                              2000                 1999
                                          ------------        -------------
                                                    (in thousands)
Mortgage loans on real estate:
       Residential                         $   367,795        $    290,722
       Commercial                              222,999             203,987
       Construction                             91,957              68,809
       Equity lines of credit                   35,426              23,036
                                            -----------        ------------
                                               718,177             586,554
                                            -----------        ------------
Other loans
       Commercial                               68,544              77,776
       Industrial revenue bonds                  1,668               1,137
       Consumer                                  9,068               9,275
                                            -----------        ------------
                                                79,280              88,188
                                            -----------        ------------
Total loans                                    797,457             674,742
Less: Allowance for loan losses                (11,973)            (11,158)
                                            -----------        ------------
Loans, net                                 $   785,484        $    663,584
                                            ===========        ============
Loans held for sale                        $       165        $        200
                                            ===========        ============


           Portfolio loans  increased  $122.7 million or 18.2% to $797.5 million
at  September  30, 2000 as compared to December  31,  1999,  led by  residential
mortgage  loans and equity  lines of credit  which  increased  a combined  $89.5
million or 28.5%.  During the period,  new  residential  mortgage  volume in the
residential loan category included  originations  of $5.4 million at fixed rates
and $60.1 million at adjustable  rates.  Commercial  real estate loans increased
$19.0 million or 9.3% while  combined  residential  and  commercial  real estate
construction  loans  increased  $23.1 million or 33.6%.  Included in this latter
category are a number of new loan participations  for the construction of office
buildings in the Boston area.  Commercial  loans decreased $9.2 million or 11.9%
as the seasonal upswing in the economy enabled businesses to pay balances down.

           Non performing assets and loan loss experience:

           As shown in the next table,  non-performing  assets were $3.8 million
or 0.28% of total assets at September 30, 2000 compared to $3.3 million or 0.27%
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.




                                       16
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


<TABLE>
<CAPTION>


                                                       September 30,                December 31,
                                                           2000                         1999
                                                       ------------                ----------------
                                                                    (in thousands)
<S>                                                    <C>                          <C>
Nonaccrual loans                                        $   2,270                     $  1,777
Loans past due 90 days or more and still accruing            ----                         ----
Property from defaulted loans                               1,500                        1,500
                                                        ----------                    ---------
              Total non-performing assets               $   3,770                     $  3,277
                                                        ==========                    =========

Restructured troubled debt performing in accordance
  with amended terms, not included above                $     239                     $    626
                                                        ==========                    =========
</TABLE>



The following is a summary of the activity in the reserve for loan losses for
the indicated periods:

<TABLE>
<CAPTION>

                                                      Nine months ended September 30,
                                                   2000                             1999
                                             ----------------                 ---------------
                                                             (in thousands)
<S>                                          <C>                              <C>
Balance at the beginning of the period         $   11,158                       $   11,108
Provisions                                            ---                              ---
Recoveries                                            966                              542
                                               -----------                      -----------
                                                   12,124                           11,650
Less: Charge-offs                                    (151)                            (336)
                                               -----------                      -----------
Balance at the end of the period               $   11,973                       $   11,314
                                               ===========                      ===========
</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
1.50% of total loans at September 30, 2000, 1.65% at December 31, 1999 and 1.80%
at  September  30,  1999.  Management  considers  the  reserve to be adequate at
September  30,  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 $33.0 million at September 30, 2000 and $57.0
million at December 31, 1999. Additional unadvanced funds on various loan types
at September 30, 2000 are shown in the next table.




              (The remainder of this page intentionally left blank)



                                       17
<PAGE>



PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)


                Additional Unadvanced Loan Commitments

                                 September 30,       December 31,
                                     2000                1999
                                   ---------           ---------
                                           (in thousands)
Commercial loans
     Dealer floor plan             $  11,999           $   8,067
     Lines of credit                  42,320              54,735
     Other                             4,435               1,781
Commercial mortgages
     Construction                     17,547              20,197
     Other                             1,043                 613
Residential mortgages
     Home equity                      42,457              34,734
Consumer loans
     Lines of credit                   2,812               2,023
                                    ---------           ---------
          Total                    $ 122,613           $ 122,150
                                    =========           =========


Deposits

           The following table is a summary of deposits outstanding as of the
dates indicated:


                                                September 30,     December 31,
                                                    2000              1999
                                                ------------      -------------
                                                        (in thousands)

Demand deposits                                 $    221,639      $    167,624
NOW accounts                                         140,730           120,307
Savings deposits                                     148,194           158,142
Money market accounts                                168,314           138,287
Certificates of deposit greater than $100,000         89,270            60,666
Other time deposits                                  215,329           121,038
                                                 ------------      ------------
          Total deposits                        $    983,476      $    766,064
                                                 ============      ============


           Reflecting core deposit growth, the recent acquisition of branches in
Wareham and  Falmouth,  Massachusetts  and the  seasonal  nature of the Cape Cod
economy as  discussed  in  "Liquidity"  on page 20  herein,  total  deposits  at
September  30, 2000 were $217.4  million or 28.4% higher than total  deposits at
December 31, 1999.  Generally,  the Company's strategy is to price deposits that
reflect  national  market  rates,  offering  higher  alternative  rates based on
increasing amounts deposited. Between May and September 2000, the Bank initiated
a  premium  offering  rate  of   7.20%APY  for a one-year CD  which  has  proven
successful.  Also  during the second  quarter  2000,  the Company  accepted  $25
million brokered  deposits,  included in Other time deposits in the table above.
Interest rates paid are frequently reviewed and are modified to reflect changing
conditions.


                                       18
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

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
September 30, 2000, borrowed funds totaled $244.7 million, nearly $122.6 million
or 33.4% lower than borrowed funds at December 31, 1999. This decrease  responds
to the previously described deposit growth during the period.

Stockholders' Equity

           The Company's capital to assets ratio was 7.05% at September 30, 2000
compared to 6.96% 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 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 September 30, 2000:

                                             Minimum      September 30, 2000
                                            Regulatory    ------------------
                                            Guidelines     Company     Bank
                                           -----------    ---------  -------

   Tier 1 leverage capital                    3.00%         6.61%      6.46%

   Tier 1 capital to risk-weighted assets     4.00%         9.66%      9.38%

   Total capital to risk-weighted assets      8.00%        10.90%     10.63%



           The  Company's  book value at September 30, 2000 was $10.93 per share
compared to $9.95 per share at December 31, 1999.



                                       19
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

                                    LIQUIDITY

           The Bank normally  experiences a seasonal swing in its liquidity each
year due to the 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  Asset/Liability   Management   Committee  ("ALCO"),   a
subcommittee  of the Board of  Directors  of the Bank,  the Company and the Bank
monitor  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.

           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.

                      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 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  had not been 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.


                                       20
<PAGE>


PART I  FINANCIAL INFORMATION
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

           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 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 September 30, 2000.

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

           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.

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 September  30, 2000 from those
presented in the Company's 1999 Annual Report.


                                       21
<PAGE>


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 September 30, 2000.



                                       22
<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:  November 9, 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






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                                       23