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, 1999

                          COMMISSION FILE NO. 000-25381

                         CCBT FINANCIAL COMPANIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        MASSACHUSETTS                                   04-3437708
  (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NO.)

 307 MAIN STREET, HYANNIS, MASSACHUSETTS                 02601
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)               (ZIP CODE)

            (REGISTRANT'S TELEPHONE #, INCL. AREA CODE): 508-394-1300

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. (1):[X]Yes [ ]No and (2): [X]Yes [ ]No

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date. There were 9,061,064
shares of common stock outstanding as of September 30, 1999.

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION               DESCRIPTION                                                                         PAGE NO.
-------               -----------                                                                         --------
<S>                   <C>                                                                                 <C>
PART I                FINANCIAL INFORMATION

         Item 1.      Financial Statements

                      Consolidated Statements of Financial Condition                                      1
                               September 30, 1999 (Unaudited) and December 31, 1998

                      Consolidated Statements of Income (Unaudited)                                       2
                               Three and Nine Months Ended September 30, 1999 and 1998

                      Consolidated Statements of Cash Flows (Unaudited)                                   3
                               Nine Months Ended September 30, 1999 and 1998

                      Consolidated Statements of Changes in Stockholders' Equity (Unaudited)              4
                               Nine Months Ended September 30, 1999 and 1998

                      Consolidated Statements of Comprehensive Income (Unaudited)                         4
                               Nine Months Ended September 30, 1999 and 1998

                      Notes to Consolidated Financial Statements                                          5-6

         Item 2.      Management's Discussion and Analysis of Financial Condition                         6-20
                               and Results of Operations

         Item 3.      Quantitative and Qualitative Disclosures About Market Risk                          21

PART II               OTHER INFORMATION

         Item 1.      Legal Proceedings                                                                   21

         Item 2.      Changes in Securities and Use of Proceeds                                           21

         Item 3.      Defaults upon Senior Securities                                                     21

         Item 4.      Submission of Matters to a Vote of Security Holders                                 21-23

         Item 5.      Other Information                                                                   23

         Item 6.      Exhibits and Reports on Form 8-K                                                    23

                      SIGNATURES                                                                          24
</TABLE>

<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                CCBT FINANCIAL COMPANIES, INC.
                                        CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                                 SEPTEMBER 30,               DECEMBER 31,
                                                                                     1999                       1998
                                                                               -------------------        -------------------
ASSETS                                                                            (UNAUDITED)

<S>                                                                        <C>                        <C>
Cash and due from banks                                                    $         29,457,717       $         29,383,227
Interest-bearing deposits in banks                                                      714,973                     43,888
Securities available for sale, at fair value                                        593,055,847                496,020,243
Federal Home Loan Bank stock, at cost                                                22,125,400                 22,125,400
Federal Reserve Bank of Boston stock, at cost                                         1,096,700                        ---
Loans
      Commercial loans                                                               68,675,170                 70,766,629
      Construction mortgage loans                                                    61,133,296                 47,939,708
      Commercial mortgage loans                                                     203,912,047                207,860,415
      Industrial revenue bonds                                                        1,207,536                  1,344,336
      Residential mortgage loans                                                    285,251,278                254,320,484
      Consumer loans                                                                  9,859,450                 11,588,705
                                                                             -------------------        -------------------
          Total loans                                                               630,038,777                593,820,277
          Less: Reserve for loan losses                                             (11,314,064)               (11,107,633)
                                                                             -------------------        -------------------
          Net loans                                                                 618,724,713                582,712,644
                                                                             -------------------        -------------------
Loans held for sale                                                                  14,316,727                 18,140,522
Premises and equipment                                                               12,259,466                 12,847,002
Deferred tax assets                                                                   5,040,793                  4,992,690
Accrued interest receivable on securities                                             3,700,016                  4,067,975
Principal and interest receivable on loans                                            2,992,213                  3,596,836
Other real estate owned                                                               1,500,000                        ---
Other assets                                                                          5,077,004                  3,599,734
                                                                             -------------------        -------------------
          Total assets                                                       $    1,310,061,569         $    1,177,530,161
                                                                             ===================        ===================

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Demand deposits                                                              $      185,893,147         $      160,966,042
NOW account deposits                                                                117,966,817                114,210,098
Money market account deposits                                                       151,786,020                141,316,906
Other savings deposits                                                              171,819,084                160,125,653
Certificates of deposit of $100,000 or more                                          51,782,800                 30,299,027
Other time deposits                                                                 120,212,620                120,979,249
                                                                             -------------------        -------------------
          Total deposits                                                            799,460,488                727,896,975
                                                                             -------------------        -------------------
Borrowings from the Federal Home Loan Bank                                          373,460,143                343,506,683
Other short-term borrowings                                                          28,955,914                 14,606,322
Current taxes payable                                                                 1,498,706                    255,080
Interest payable on deposits                                                          1,133,162                  1,060,045
Interest payable on borrowings                                                        1,537,831                  1,437,695
Post retirement benefits payable                                                      2,337,403                  2,016,146
Employee profit sharing retirement and bonuses payable                                1,425,975                  1,783,350
Due to brokers securities settlement account                                         12,793,694                        ---
Other liabilities                                                                     3,372,498                  1,425,465
                                                                             -------------------        -------------------
          Total liabilities                                                       1,225,975,814              1,093,987,761
                                                                             -------------------        -------------------
Stockholders' equity

      Common stock, $2.50 par value, 12,000,000 shares

          authorized, 9,061,064 shares outstanding                                   22,652,660                 22,652,660
      Surplus                                                                        13,903,294                 13,903,294
      Undivided profits                                                              53,541,785                 46,704,129
                                                                             -------------------        -------------------
                                                                                     90,097,739                 83,260,083
      Treasury stock, at cost (378,800 shares)                                       (6,244,288)                       ---
      Accumulated other comprehensive income                                            232,304                    282,317
                                                                             -------------------        -------------------
          Total stockholders' equity                                                 84,085,755                 83,542,400
                                                                             -------------------        -------------------
          Total liabilities and stockholders' equity                         $    1,310,061,569         $    1,177,530,161
                                                                             ===================        ===================
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.


                                       1
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                   CCBT FINANCIAL COMPANIES, INC.

                                                  CONSOLIDATED STATEMENTS OF INCOME

                                                                    THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
                                                                          1999            1998             1999              1998
                                                                      -----------      -----------      -----------      -----------
                                                                      (UNAUDITED)      (UNAUDITED)      (UNAUDITED)      (UNAUDITED)
<S>                                                                   <C>              <C>              <C>              <C>
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans                                            $12,299,918      $12,484,077      $36,315,791      $36,501,830
Taxable interest income on securities                                   6,966,588        6,519,018       19,334,396       16,291,540
Tax-exempt interest income on securities                                  219,039          199,394          583,594          573,945
Dividends on securities                                                   309,411          299,059        1,082,775          906,637
                                                                      -----------      -----------      -----------      -----------
     Total interest and dividend income                                19,794,956       19,501,548       57,316,556       54,273,952
                                                                      -----------      -----------      -----------      -----------

INTEREST EXPENSE:
Interest on deposits                                                    4,553,343        4,899,763       13,095,992       14,982,209
Interest on borrowings from the Federal Home Loan Bank                  4,633,261        4,786,634       14,378,087       10,779,720
Interest on other short-term borrowings                                   264,446          204,081          582,513          474,365
                                                                      -----------      -----------      -----------      -----------
     Total interest expense                                             9,451,050        9,890,478       28,056,592       26,236,294
                                                                      -----------      -----------      -----------      -----------
             Net interest income                                       10,343,906        9,611,070       29,259,964       28,037,658
Provision for loan losses                                                    --               --               --               --
                                                                      -----------      -----------      -----------      -----------
Net interest income after provision for loan losses                    10,343,906        9,611,070       29,259,964       28,037,658
                                                                      -----------      -----------      -----------      -----------

NON-INTEREST INCOME:
Trust and Investment fees                                               1,419,403        1,288,812        4,328,516        3,848,184
Credit card merchant fees                                               1,963,744        1,680,527        3,493,602        2,951,711
MoneyCard interchange fees                                                148,852          121,394          440,674          311,325
Service charges on deposit accounts                                       480,074          367,112        1,456,362        1,133,945
Return and overdraft charges                                              543,674          499,077        1,649,269        1,489,406
ATM fees                                                                  190,337          240,895          451,818          487,239
Net gain on sale of loans                                                  51,869          135,657          346,046          219,813
Net gain on sale of investment securities                                 223,779           89,231          282,883          320,133
Brokerage fees and commissions                                            216,134          190,040          741,242          895,273
Other                                                                      84,044          353,102        1,096,820        1,023,758
                                                                      -----------      -----------      -----------      -----------
     Total non-interest income                                          5,321,910        4,965,847       14,287,232       12,680,787
                                                                      -----------      -----------      -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>              <C>              <C>
NON-INTEREST EXPENSE:
Salaries and wages                                                      3,194,678        2,990,839        9,223,502        8,571,540
Employee benefits                                                       1,329,615        1,137,058        3,668,201        3,373,059
Occupancy expense                                                         695,724          522,944        1,810,981        1,659,110
Equipment rental and expense                                              470,971          505,150        1,462,429        1,487,393
Credit card processing expense                                          1,631,604        1,367,930        3,133,473        2,605,858
Advertising and marketing expense                                         179,949          224,934          605,077          617,577
Printing and supplies                                                     190,620          249,741          559,627          683,284
Delivery and communication expense                                        357,711          324,708          995,000        1,005,711
Service charges correspondent banks                                        90,098           46,966          201,716          340,832
Directors' fees                                                            75,250           75,500          226,250          227,000
Outside services                                                          914,831        1,004,129        3,571,441        3,357,807
ATM network expense                                                       142,164          122,059          400,488          296,356
Insurance expense                                                          70,316           83,778          205,906          262,828
Other                                                                     290,302          299,574          862,348        1,083,595
                                                                      -----------      -----------      -----------      -----------
     Total non-interest expense                                         9,633,833        8,955,310       26,926,439       25,571,950
                                                                      -----------      -----------      -----------      -----------
             Income before income taxes                                 6,031,983        5,621,607       16,620,757       15,146,495
             Provision for income taxes                                 2,181,763        2,237,542        6,012,077        6,038,465

                                                                      -----------      -----------      -----------      -----------

        Net income                                                    $ 3,850,220      $ 3,384,065      $10,608,680      $ 9,108,030
                                                                      ===========      ===========      ===========      ===========

Average shares outstanding                                              8,887,753        9,061,064        8,957,493        9,061,064

Basic earnings per share                                              $      0.43      $      0.37      $      1.18      $      1.01
Diluted earnings per share                                            $      0.43      $      0.37      $      1.18      $      1.00
Cash dividends declared                                               $      0.14      $      0.13      $      0.42      $      0.37
</TABLE>
   See accompanying notes to the unaudited consolidated financial statements.

                                       2

<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                    CCBT FINANCIAL COMPANIES, INC
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                                                             1999                        1998
                                                                                       -----------------          ------------------
       CASH PROVIDED BY OPERATING ACTIVITIES                                                            (UNAUDITED)
<S>                                                                                    <C>                        <C>
             Net income                                                                $     10,608,680           $       9,108,030
             Adjustments  to reconcile  net income to net cash flow
              provided by operating activities:
                  Provision for loan losses                                                         ---                         ---
                  Depreciation and amortization                                               1,620,726                   1,665,815
                  Net amortization of securities                                             (2,753,616)                    (36,324)
                  Amortization of deferred loan fees                                            148,128                     811,117
                  Gain from Mortgage Servicing rights                                          (493,509)                   (510,063)
                  Net gain on sale of investment securities                                    (282,883)                   (320,132)
                  Net gain on sale of loans                                                    (346,046)                   (219,813)
             Net change in:
                  Loans held for sale                                                         3,823,795                  (9,222,215)
                  Accrued interest receivable                                                   972,582                    (197,830)
                  Accrued expenses and other liabilities                                     14,877,862                  26,964,012
                  Other, net                                                                  1,771,619                  (7,020,298)
                                                                                       -----------------          ------------------
             Net cash provided by operating activities                                       29,947,338                  21,022,299
                                                                                       -----------------          ------------------
         CASH USED BY INVESTING ACTIVITIES
                  Net increase in loans                                                    (111,570,024)               (109,174,517)
                  Proceeds from sale of loans                                                74,288,570                  61,685,004
                  Sales of property from defaulted loans                                        115,000                     587,774
                  Purchase of money market funds                                           (669,426,779)               (603,450,000)
                  Sales of money market funds                                               655,490,379                 603,450,000
                  Maturities of securities                                                  443,039,938                 325,218,368
                  Purchase of available for sale securities                                (586,457,139)               (594,238,786)
                  Sales of available for sale securities                                     60,863,759                 100,498,820
                  Purchase of premises and equipment                                         (1,396,719)                 (1,964,499)
                                                                                       -----------------          ------------------
             Net cash used by investing activities                                         (135,053,015)               (217,387,836)
                                                                                       -----------------          ------------------

</TABLE>
(continued)
<PAGE>
<TABLE>
<CAPTION>
                                                                                             1999                        1998
                                                                                       -----------------          ------------------
<S>                                                                                    <C>                        <C>
       CASH PROVIDED BY OPERATING ACTIVITIES                                                            (UNAUDITED)

                  Net   increase in deposits                                                 71,563,513                  30,132,617
                  Net increase in borrowings from the Federal Home Bank                      29,953,460                 155,393,588
                  Net increase in other short-term borrowings                                14,349,592                   8,219,746
                  Purchase of CCBT Financial Companies, Inc. common stock
                    in open market                                                           (6,244,288)                        ---
                  Cash dividends paid on common stock                                        (3,771,025)                 (3,352,594)
                                                                                       -----------------          ------------------
             Net cash provided by  financing activities                                     105,851,252                 190,393,357
                                                                                       -----------------          ------------------
             Net increase (decrease)  in cash and cash equivalents                              745,575                  (5,972,180)
             Cash and cash equivalents at beginning of period                                29,427,115                  34,087,493
                                                                                       -----------------          ------------------
             Cash and cash equivalents at end of period                                $     30,172,690           $      28,115,313
                                                                                       =================          ==================
             Cash  equivalents  include amounts due from banks and federal funds sold.

         SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
             Cash paid for:
                  Interest                                                             $     27,883,338           $      25,467,000
                  Income taxes                                                                4,360,000                   7,050,000
             Non-cash transactions:
                  Additions to property from defaulted loans                           $      1,615,000           $         188,900
                  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)
<TABLE>
<CAPTION>

                                            CCBT FINANCIAL COMPANIES, INC.
                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                                                                    1999                   1998
                                                                              -----------------      -----------------
                                                                                            (UNAUDITED)
<S>                                                                           <C>                    <C>
COMMON STOCK
      Balance, beginning of the year                                          $     22,652,660       $     11,326,330
      100% stock dividend paid August 7, 1998                                              ---             11,326,330
                                                                              -----------------      -----------------
      Balance, September 30                                                         22,652,660             22,652,660
                                                                              -----------------      -----------------
SURPLUS
      Balance, beginning of the year                                                13,903,294             25,229,624
      100% stock dividend paid August 7, 1998                                              ---            (11,326,330)
                                                                              -----------------      -----------------
      Balance, September 30                                                         13,903,294             13,903,294
                                                                              -----------------      -----------------

UNDIVIDED PROFITS
      Balance, beginning of the year                                                46,704,129             38,677,715
         Net Income                                                                 10,608,680              9,108,030
         Dividends declared                                                         (3,771,024)            (3,352,593)
                                                                              -----------------      -----------------
      Balance, September 30                                                         53,541,785             44,433,152
                                                                              -----------------      -----------------

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

ACCUMULATED OTHER COMPREHENSIVE INCOME
      Balance, beginning of the year                                                   282,317                402,625
         Net other comprehensive income (loss)                                         (50,013)             1,349,803
                                                                              -----------------      -----------------
      Balance, September 30                                                            232,304              1,752,428
                                                                              -----------------      -----------------
TOTAL STOCKHOLDERS' EQUITY                                                    $     84,085,755       $     84,741,534
                                                                              =================      =================
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(continued)
<PAGE>
<TABLE>
<CAPTION>
                                            CCBT FINANCIAL COMPANIES, INC.
                                    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                        FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                                                    1999                   1998
                                                                              ----------------       ----------------
                                                                                            (UNAUDITED)
<S>                                                                           <C>                    <C>
Net income                                                                    $     10,608,680       $      9,108,030
                                                                              -----------------      -----------------
      Holding gains on securities held for sale                                        184,767              2,548,752
      Reclassification of gains on securities held in income                          (282,883)              (320,132)
                                                                              -----------------      -----------------
      Net unrealized gains (losses)                                                    (98,116)             2,228,620
      Related tax effect                                                                48,103               (878,817)
                                                                              -----------------      -----------------
Net other comprehensive income (loss)                                                  (50,013)             1,349,803
                                                                              -----------------      -----------------
Comprehensive income                                                          $     10,558,667       $     10,457,833
                                                                              =================      =================
</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, 1999 AND 1998

NOTE 1.  BASIS OF PRESENTATION

GENERAL

CCBT Financial  Companies,  Inc.  ("Company") was incorporated under the laws of
the Commonwealth of Massachusetts under the name CCBT Bancorp,  Inc. ("Bancorp")
on October 8, 1998 at the direction of the Board of Directors and  management of
Cape Cod Bank and Trust  Company,  N.A.  ("Bank")  for the purpose of becoming a
bank holding company for the Bank. On February 11, 1999,  Bancorp  acquired 100%
of the  outstanding  shares of the Bank's  common  stock in a 1:1  exchange  for
Bancorp common stock (the "Reorganization").

At a special stockholders meeting held July 29, 1999, Bancorp's name was changed
to CCBT Financial  Companies,  Inc. This name change became effective  September
23, 1999.  On August 26, 1999,  the  Directors of the Company voted to amend the
charter of the Bank to that of a National Bank, effective September 1, 1999.

On September 16, 1999,  the Bank  announced  that it had entered into a purchase
agreement with Fleet Bank to acquire two of Fleet's banking offices, in Falmouth
and  Wareham,   Massachusetts.   Contingent  upon  regulatory  approvals,  these
acquisitions are expected to be concluded in the Spring of 2000.

Financial  information  contained herein for periods and dates prior to February
11,  1999 is that of the  Bank.  Since  the Bank is the only  subsidiary  of the
Company,  financial  information  contained  herein for  periods and dates after
February 11, 1999 is  essentially  financial  information  of the Bank.  Certain
amounts have been reclassified in the September 30, 1998 financial statements to
conform to the 1999 presentation .

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principals  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  principals  for complete
financial statements. 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, 1999 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, 1998.

EARNINGS PER SHARE

On August 7, 1998,  the Company paid a 100% stock  dividend to  shareholders  of
record on July 20, 1998.  Prior period per share data have been restated  herein
to reflect this dividend.

NOTE 2.  COMMITMENTS

The Company  had  outstanding  commitments  to  originate  new  residential  and
commercial  mortgages of $37.8 million at September 30, 1999,  including a $10.0
million  participation  with a leading  New  England  financial  institution  to
finance a project in Boston,  MA, and $25.6  million at December  31, 1998 which
are  not  reflected  on  the  consolidated  statement  of  financial  condition.
Additional  unadvanced  funds on various  loan types at  September  30, 1999 are
shown in the following schedule.

                                       5
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
                                                   Additional Unadvanced Loan Commitments
                                                 September 30,             December 31,
                                                     1999                       1998
                                                --------------------------------------------
                                                              (in thousands)
<S>                                              <C>                    <C>
                 Commercial loans
                      Dealer floor plan          $       10,667         $             7,352
                      Lines of credit                    51,966                      44,960
                      Other                               1,379                         943
                 Commercial mortgage
                      Construction                       10,835                       3,084
                      Other                                 521                         711
                 Residential mortgage
                      Home equity                        31,761                      26,321
                 Consumer lines of credit                 1,977                       1,858
                                                   -------------          ------------------
                           Total                 $      109,106         $            85,229
                                                   =============          ==================
</TABLE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL

This Form 10Q contains certain statements that may be considered forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company's  actual results could differ  materially  from those  projected in the
forward-looking  statements  as a result,  among  other  factors,  of changes in
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  activity
currently is ownership of the Bank, for ease of reference, the term "Company" in
this item generally will refer to the  investments and activities of the Company
and the Bank except where otherwise noted.

During the second quarter of 1999,  the Company formed a real estate  investment
trust as a subsidiary of Cape Cod Bank and Trust  Company to utilize  income tax
advantages  available  under  Massachusetts  tax  law.  Under  the  name of CCBT
Preferred Corp., this new corporation  purchased 100% of the commercial mortgage
loans of the Bank on May 14,  1999,  and  retained the Bank as servicer of those
loans.

Cape Cod Bank and Trust  Company,  N.A.  is a  commercial  bank with  twenty-six
banking  offices  located in  Barnstable  County,  Massachusetts.  As such,  its
principal business activities are the acceptance of deposits from businesses and
individuals  and the  making  of  loans.  The  Bank  also  has a  sizable  Trust
Department operation. The Bank's market area is heavily dependent on the tourist
and  vacation  business  on  Cape  Cod.

                                       6
<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 $1.31 billion of  consolidated  total assets,  $799.5 million of
deposits and $84.1 million of  stockholders'  equity at September 30, 1999.  Its
capital to assets ratio was 6.42%,  exceeding all  regulatory  requirements.  As
compared to reported balances at December 31, 1998,  investment  securities,  at
fair value at September 30, 1999,  increased $97.0 million or 19.6%, total loans
increased  $36.2 million or 6.1%,  deposits  increased $71.6 million or 9.8% and
borrowed funds increased $44.3 million or 12.4%.

INVESTMENT SECURITIES

The adjusted cost and estimated market values of investment securities which the
Company  considers to be available  for sale at September  30, 1999 and December
31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                           September 30, 1999
                                                              (in thousands)
                                              -----------------------------------------------
                                                            Gross        Gross      Estimated
                                              Amortized   Unrealized   Unrealized     Market
                                                Cost        Gains        Losses       Value
                                              --------     --------     --------    --------
<S>                                           <C>          <C>          <C>         <C>
U. S. Government agency CMOs                  $215,316     $  1,999     $  1,432     $215,883
Other U. S. Government agencies                 32,598           13          276       32,335
Other collateralized mortgage obligations       92,687          534           79       93,142
State and municipal obligations                 26,131         --           --         26,131
Other debt securities                          225,937          450          822      225,565
                                              --------     --------     --------     --------
               Totals                         $592,669     $  2,996     $  2,609     $593,056
                                              ========     ========     ========     ========
<CAPTION>
                                                             December 31, 1998
                                                              (in thousands)
                                              -----------------------------------------------
                                                            Gross        Gross      Estimated
                                              Amortized   Unrealized   Unrealized     Market
                                                Cost        Gains        Losses       Value
                                              --------     --------     --------    --------
<S>                                           <C>          <C>          <C>         <C>
U. S. Government agency CMOs                  $266,397     $  1,506     $    850     $267,053
Other U. S. Government agencies                 18,554          124          235       18,443
Other collateralized mortgage obligations       79,107          617          176       79,548
State and municipal obligations                 16,416         --           --         16,416
Other debt securities                          115,060          138          638      114,560
                                              --------     --------     --------     --------
               Totals                         $495,534     $  2,385     $  1,899     $496,020
                                              ========     ========     ========     ========
</TABLE>
                                        7
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Investment securities increased $97.0 million to $593.1 million at September 30,
1999,  funded by  increases in deposits  and short term  borrowings.  Generally,
continuing efforts to maximize yield while maintaining  portfolio  liquidity are
reflected in the changing  portfolio mix, while State and municipal  obligations
approached  seasonally  high levels at September  30,  1999.  Also on that date,
Other debt securities,  up $111.0 million since the 1998 year end,  consisted of
approximately  $90.5 million  floating rate and $119.9  million short term fixed
rate securities,  nearly all backed by assets other than residential  mortgages,
and $15.2 million of money market investments readily convertible into cash.

Sales of securities produced net gains of $224 thousand during the quarter ended
September 30, 1999 compared to net gains of $89 thousand  during the same period
in 1998.  Net gains on security  sales have  amounted to $283  thousand and $320
thousand for the nine months ended September 30, 1999 and 1998, respectively.

LOANS

The following is a summary of the Company's  outstanding loan balances as of the
dates indicated:
<TABLE>
<CAPTION>
                                             September 30,     December 31,
                                                 1999              1998
                                               --------         --------
                                                    (in thousands)
<S>                                            <C>              <C>
           Mortgage loans on real estate:
                  Residential                  $263,701         $233,533
                  Commercial                    203,912          207,860
                  Construction                   61,133           47,940
                  Equity lines of credit         21,551           20,787
                                               --------         --------
                                                550,297          510,120
                                               --------         --------
           Other loans
                  Commercial                     68,675           70,767
                  Industrial revenue bonds        1,208            1,344
                  Consumer and other              9,859           11,589
                                               --------         --------
                                                 79,742           83,700
                                               --------         --------
           Total loans                          630,039          593,820
           Less: Allowance for loan losses      (11,314)         (11,108)
                                               --------         --------
           Loans, net                          $618,725         $582,712
                                               ========         ========
</TABLE>
Total loans  increased  $36.2  million or 6.1% to $630 million at September  30,
1999 as compared to December 31, 1998, led by  residential  mortgage  loans,  up
$30.2  million  or  12.9%.  New  residential   loan  volume  was  strong,   with
originations  of $49.2 million  fixed rate and $129.5  million  adjustable  rate
mortgages.  During the first nine months of 1999, the Company sold $58.5 million
residential mortgages, producing net gains of $346 thousand.  Construction loans
increased $13.2 million or nearly 28% while all other loan  categories  remained
relatively constant with the 1998 year end levels.

                                        8
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Non performing assets and loan loss experience:

As shown in the table below, non-performing assets were $3.4 million or 0.26% of
total  assets at September  30, 1999  compared to $7.5 million or 0.63% of total
assets at December 31, 1998. All of these amounts  represent non accruing loans.
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.  The
Company recently  acquired one property from a defaulted  commercial real estate
loan which property is being actively marketed for sale.
<TABLE>
<CAPTION>
                                                                      September 30,   December 31,
                                                                          1999            1998
                                                                         ------          ------
                                                                             (in thousands)
<S>                                                                      <C>             <C>
                 Nonaccrual loans                                        $1,891          $7,468
                 Loans past due 90 days or more and still accruing         --              --
                 Property from defaulted loans                            1,500            --
                                                                         ------          ------
                              Total non-performing assets                $3,391          $7,468
                                                                         ======          ======
                 Restructured troubled debt performing in accordance
                 with amended terms, not included above                  $  644          $  478
                                                                         ======          ======
</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,
                                                                          1999            1998
                                                                        -------         -------
                                                                              (in thousands)
<S>                                                                     <C>             <C>
                 Balance at the beginning of the period                 $11,108         $10,962
                 Provisions                                                 --              --
                 Recoveries                                                 542             565
                                                                        -------         -------
                                                                         11,650          11,527
                 Less: Charge-offs                                         (336)           (416)
                                                                        -------         -------
                 Balance at the end of the period                       $11,314         $11,111
                                                                        =======         =======
</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 1.80% of
total loans at September  30, 1999 and 1.87% at December  31,  1998.  Management
considers the reserve to be adequate at September 30, 1999,  although  there can
be no assurance that the reserve is adequate or that additional provisions might
be necessary.
                                       9
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

DEPOSITS

The  following  table is a  summary  of  deposits  outstanding  as of the  dates
indicated:
<TABLE>
<CAPTION>
                                                    September 30,  December 31,
                                                         1999          1998
                                                       --------      --------
                                                            (in thousands)
<S>                                                    <C>          <C>
                Demand deposits                        $185,893     $160,966
                NOW accounts                            117,967      114,210
                Other savings deposits                  171,819      160,126
                Money market accounts                   151,786      141,317
                Certificates of deposit > $100,000       51,783       30,299
                Other time deposits                     120,212      120,979
                                                       --------     --------
                Total deposits                         $799,460     $727,897
                                                       ========     ========
</TABLE>
Reflecting  the  seasonal  nature  of the  Cape  Cod  economy  as  discussed  in
"Liquidity"  on page 19 herein,  total deposits at September 30, 1999 were $71.6
million  or 9.8%  higher  than total  deposits  at  December  31,  1998,  led by
seasonally-high   Demand   deposits,   up  $24.9  million  or  15.5%  and  large
Certificates  of deposit,  up $21.5 million or 70.9%.  Generally,  the Company's
strategy is to price  deposits  that reflect  national  market  rates,  offering
higher alternative rates based on increasing  amounts deposited.  Interest rates
paid are frequently reviewed and are modified to reflect changing conditions.

BORROWED FUNDS

Historically,  the  Company  has  selectively  engaged  in short  and long  term
borrowings  from the Federal Home Loan Bank of Boston,  and has sold  securities
under agreements to repurchase, to fund loans and investments.  At September 30,
1999,  borrowed funds totaled $402.4 million, up $44.3 million or 12.4% compared
to borrowed  funds at December 31,  1998.  This  increase  has been  utilized to
support heretofore described loan and investment growth.

STOCKHOLDERS' EQUITY

The  Company's  capital to assets ratio was 6.42% at  September  30, 1999 versus
7.09% at December 31, 1998.

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, 1999:

                                       10
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                              Minimum      September 30, 1999
                                                             Regulatory
                                                             Guidelines    Company        Bank
                                                             ----------    -------       ------

<S>                                                            <C>         <C>           <C>
                 Tier 1 leverage capital                       3.00%        6.92%         6.89%

                 Tier 1 capital to risk-weighted assets        4.00%        9.65%         9.61%

                 Total capital to risk-weighted assets         8.00%       10.90%        10.86%

</TABLE>
During the quarter  ended  March 31,  1999,  the  Company's  Board of  Directors
authorized the repurchase of up to 5% of the Company's  stock in the open market
(the "Program").  Consistent with that  authorization,  the Company  repurchased
378,800 shares (4.2%) between February and September 1999, at an average cost of
$16.48  per  share.  The  Company  expects  to  continue  these  repurchases  as
acceptable opportunities are presented, and until the Program is complete.

The Company's  book value at September 30, 1999 was $9.68 per share  compared to
$9.22 per share at December 31, 1998.

              (The remainder of this page intentionally left blank)








                                       11
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                   CCBT FINANCIAL COMPANIES, INC.
                                          AVERAGE BALANCE SHEETS, INTEREST RATES and SPREAD
                                                  Three Months ended September 30,
                                                                           1999                                  1998
                                                           --------------------------------------    -------------------------------
                                                                         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                      $   52,191     $      487      3.73%    $   52,382  $      706      5.39%
         U.S. Government CMOs                               158,446          2,263      5.71%       245,370       2,667      4.35%
         U.S. Government agencies                            30,659            470      6.13%        32,713         453      5.54%
         Other CMOs                                          74,840          1,067      5.70%        77,808       1,468      7.55%
         State & municipal agencies                          28,475            226      4.40%        18,219         200      5.71%
         Other  securities                                  211,799          2,982      5.63%        97,892       1,523      6.22%
                                                         ----------     ----------               ----------  ----------
             Total securities                               556,410          7,495      5.45%       524,384       7,017      5.40%
                                                         ----------     ----------               ----------  ----------
      Loans
         Commercial                                          70,906          1,644      9.27%        67,743       1,683      9.94%
         Commercial construction                             14,331            322      8.99%        10,302         245      9.41%
         Residential construction                            41,901            608      5.80%        39,503         591      6.00%
         Commercial mortgages                               203,001          4,492      8.85%       212,095       5,031      9.38%
         Industrial revenue bonds                             1,248             24     10.77%         1,630          35     12.10%
         Residential mortgages                              285,201          4,953      6.95%       252,718       4,589      7.26%
         Consumer loans                                       9,903            257     10.38%        12,541         310      9.89%
         Overdrafts                                             730            ---                      988         ---
                                                         ----------     ----------               ----------  ----------
             Total loans                                    627,221         12,300      7.85%       597,520      12,484      8.33%
                                                         ----------     ----------               ----------  ----------

                      Total interest earning assets       1,183,631         19,795      6.72%     1,121,904      19,501      6.96%
         Non-earning assets                                  61,047     ----------                   46,270  ----------
                                                         ----------                              ----------
            Total assets                                 $1,244,678                              $1,168,174
                                                         ==========                              ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

         NOW accounts                                    $  116,193     $      240      0.82%    $  106,548    $      315      1.19%
         Regular  savings                                   169,486          1,228      2.87%       165,064         1,324      3.22%
         Money market accounts                              149,419          1,169      3.10%       147,354         1,274      3.47%
         Time certificates of deposit                       156,612          1,916      4.85%       147,961         1,987      5.39%
                                                         ----------     ----------               ----------    ----------
              Total interest bearing deposits               591,710          4,553      3.05%       566,927         4,900      3.47%
                                                         ----------     ----------               ----------    ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                      <C>            <C>             <C>      <C>         <C>             <C>
      Borrowings
         FHLB                                               335,477          4,633      5.48%       327,027         4,786      5.87%
         Other short-term borrowings                         25,090            265      4.19%        18,232           204      4.49%
                                                         ----------     ----------               ----------    ----------
              Total borrowings                              360,567          4,898      5.39%       345,259         4,990      5.80%
                                                         ----------     ----------               ----------    ----------
                      Total interest bearing liabilities    952,277          9,451      3.94%       912,186         9,890      4.35%

      Demand deposits                                       193,429                                 167,154
      Non-interest bearing liabilities                       11,187                                   8,186
      Stockholders' equity                                   87,785                                  80,648
                                                         ----------                              ----------
            Total liabilities and stockholders' equity   $1,244,678                              $1,168,174
                                                         ==========                              ==========


      Net interest income/spread                                        $   10,344      2.79%                  $    9,611      2.61%
                                                                        ==========                             ==========

      Net interest margin (NII/Average Earning Assets)                                  3.47%                                  3.44%

</TABLE>
                                       12
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                     CCBT FINANCIAL COMPANIES, INC.
                                         VOLUME/ RATE ANALYSIS
                      Three Months ended September 30, 1999 vs September 30, 1998
                                                                  Changes in income/expense due to
                                                                  --------------------------------
                                                             Volume            Rate            Total
                                                             ------            ----            -----
<S>                                                       <C>               <C>            <C>
EARNING ASSETS

Securities
   Mortgage-backed securities                             $      -2         $   -217       $      -219
   U.S. Government CMOs                                      -1,102              698              -404
   U.S. Government agencies                                     -30               47                17
   Other CMOs                                                   -50             -352              -401
   State & municipal agencies                                   131             -105                26
   Other  securities                                          1,702             -242             1,459
                                                           --------          -------        ----------
       Total securities                                         649             -171               478
                                                           --------          -------        ----------
Loans
   Commercial                                                    77             -116               -39
   Commercial construction                                       93              -16                77
   Residential construction                                      36              -19                17
   Commercial mortgages                                        -209             -330              -539
   Industrial revenue bonds                                     -11                0               -11
   Residential mortgages                                        582             -218               364
   Consumer loans                                               -67               14               -53
   Overdrafts                                                   ---              ---               ---
                                                           --------          -------        ----------
       Total loans                                              501             -685              -184
                                                           --------          -------        ----------

                Total earning assets                      $   1,150         $   -856       $       294
                                                           --------          -------        ----------
INTEREST BEARING LIABILITIES

   NOW accounts                                           $      24         $    -99       $       -75
   Regular  savings                                              34             -130               -96
   Money Market accounts                                         17             -122              -105
   Time certificates of deposit                                 112             -183               -71
                                                           --------          -------        ----------
        Total interest bearing deposits                         187             -534              -347
                                                           --------          -------        ----------
Borrowings
   FHLB                                                         121             -274              -153
   Other short-term borrowings                                   75              -14                61
                                                           --------          -------        ----------
        Total borrowings                                        196             -288               -92
                                                           --------          -------        ----------

                Total interest bearing liabilities        $     383         $   -822       $      -439
                                                           --------          -------        ----------

Net changes due to volume/rate                            $     767         $    -34       $       733
                                                           ========          =======        ==========
</TABLE>

                                       13
<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, 1999 VS. THREE MONTHS ENDED
                       SEPTEMBER 30, 1998
SOURCES OF FUNDS

As shown in the table on page 12, average interest bearing deposits  outstanding
increased  $24.8  million or 4.4% during the third quarter 1999 versus the third
quarter 1998. The cost of those funds declined in the 1999 period,  however,  as
management  reduced  deposit  rates in response to  generally  declining  market
rates.  Average borrowed funds also increased in the 1999 period. The rates paid
on these  borrowed  funds were less in the 1999  period  when  compared to 1998,
again reflecting the general decline in market rates.  The remaining  sources of
funds,  i.e.,  non-interest  bearing  demand  deposits,  other  liabilities  and
capital, averaged 14.2% higher in the 1999 period under discussion when compared
to the 1998 comparable period,  including demand deposit growth of $26.3 million
or 15.7%. In total,  average sources of funds increased  nearly $76.5 million or
6.5% period to period, while the average cost of interest bearing funds declined
from 4.35% to 3.94%.

USES OF FUNDS

When compared to the third quarter of 1998,  average loans and investments  were
higher  in  1999  by 5.0%  and  6.1%,  respectively,  and on a  combined  basis,
approximated  95% of  average  total  assets in each  period.  Loan  growth  was
spearheaded by residential mortgage and related  construction  lending, up $34.9
million  or 11.9% in a very  active  local  market.  Investment  growth of $32.0
million  or 6.1%  primarily  occurred  in the  Other  Securities  category  (see
Investment  Securities on pp 7-8 herein).  Consistent  with generally  declining
market  rates,  the average  yield on earning  assets  declined to 6.72% for the
three months ended September 30, 1999 from the 6.95% reported for the comparable
period in 1998.

NET INTEREST INCOME

Net interest  income was $10.3 million for the three months ended  September 30,
1999 as compared  to $9.6  million  for the same  period in 1998,  up 7.9%.  The
spread and net interest  margin ratios were 2.79% and 3.47%,  respectively,  for
the three  months  ended  September  30,  1999 as  compared  to 2.61% and 3.44%,
respectively,  for the comparable 1998 period. In each of the quarters reported,
the seasonally high levels of demand and other deposits had a positive effect on
both spread and  margin.  As shown on the  Volume/Rate  Analysis on page 13, the
Company's  net  interest  income  improved on volume  increases  and covered the
effect of changes in rates.

PROVISION FOR POSSIBLE LOAN LOSSES

No provisions  were made to the reserve for possible loan losses in the quarters
ended  September 30, 1999 or 1998.  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 $5.32 million for the three months ended  September
30, 1999, up $356  thousand or 7.2% compared to the $4.97 million  earned during
the same period in 1998 due to a general  increase in volumes.  Higher trust and
investment fees,  increased deposit activity fees and greater net gains on sales
of securities  contributed  to this increase,  along with increased  credit card
merchant and interchange fees increase. The latter, which reflect the continuing
strength of the  tourist  season in our  marketplace,  are  partially  offset by
increased expenses, as discussed below.

                                       14
<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 1999,  non-interest  expenses totaled $9.63 million,
$679  thousand or 7.6% greater than the expenses of the  comparable  period last
year. Salaries and benefits, the largest combined category of expense, rose $396
thousand or 9.6% to total $4.5 million. Credit card processing expense increased
$264 thousand in conjunction with high activity and strong fee income growth. In
total,  all other expense  categories were even  quarter-to-quarter,  reflecting
continued expense control within the Company.

INCOME TAXES

The  combined  State and  Federal  income tax  expense of $2.2  million  for the
quarter ended  September  30, 1999 was virtually  equal to that recorded for the
same  quarter in 1998.  The  combined  effective  State and  Federal tax expense
declined to 36.1% of pretax income in the third quarter of 1999  reflecting  the
state tax  savings  brought  about by the Bank's real  estate  investment  trust
subsidiary (see "General" on page 5 herein). The combined effective tax rate was
39.8% of pretax net income for the 1998 third quarter.

NET INCOME

Consolidated  net income was $3.85  million  representing  earnings per share of
$0.43 for the three months ended September 30, 1999 as compared to $3.38 million
or $0.37 per share for the comparable three months of 1998.  Annualized  returns
on average  assets and average equity were 1.23% and 17.40%,  respectively,  for
the three  months  ended  September  30,  1999 as  compared to 1.15% and 16.65%,
respectively, for the same three months in 1998.



              (The remainder of this page intentionally left blank)


                                       15
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                   CCBT FINANCIAL COMPANIES, INC.
                                          AVERAGE BALANCE SHEETS, INTEREST RATES and SPREAD
                                                   Nine Months ended September 30,

                                                                       1999                                      1998
                                                    ---------------------------------------     ------------------------------------
                                                                     Interest    Average                        Interest   Average
                                                       Average       Income/     Yield/            Average      Income/    Yield/
                                                       Balance       Expense   Rate Paid           Balance      Expense   Rate Paid
                                                    -------------  ----------- ------------     ----------      -------   ---------
                                                                              (Dollar amounts in thousands)
ASSETS
<S>                                                 <C>             <C>              <C>        <C>            <C>            <C>
Securities
   Mortgage-backed securities                       $      67,636   $    2,446       4.82%      $       22,867 $      948     5.53%
   U.S. Goverment CMO's                                   149,747        5,566       4.96%             195,930      7,684     5.23%
   U.S. Government agencies                                27,420        1,166       5.67%              42,526      1,764     5.53%
   Other CMO's                                             67,989        2,724       5.34%              56,370      2,792     6.60%
   State & municipal agencies                              21,742          610       4.86%              17,495        574     5.69%
   Other  securities                                      198,939        8,489       5.69%              92,115      4,010     5.80%
                                                    -------------   -----------                 -------------- ----------
       Total securities                                   533,473       21,001       5.29%             427,303     17,772     5.60%
                                                    -------------   -----------                 -------------- ----------
Loans
   Commercial                                              74,212        5,043       9.06%              73,932      5,482     9.89%
   Commercial construction                                 13,451          893       8.85%              11,404        788     9.21%
   Residential construction                                39,031        1,712       5.85%              32,037      1,497     6.23%
   Commercial mortgages                                   204,553       13,593       8.86%             206,832     14,689     9.47%
   Industrial revenue bonds                                 1,312           74      10.52%               1,730        108    11.65%
   Residential mortgages                                  277,227       14,212       6.84%             236,642     12,941     7.29%
   Consumer loans                                          10,418          789      30.30%              13,710        997     9.70%
   Overdrafts                                                 645          ---                           1,372        ---
                                                    -------------   -----------                 -------------- ----------
       Total loans                                        620,849       36,316       8.14%             577,659     36,502     8.44%
                                                    -------------   -----------                 -------------- ----------

                Total earning assets                    1,154,322       57,317       6.83%           1,004,962     54,274     7.23%
                                                                    -----------                                ----------
   Non - earning assets                                    55,410                                       46,296
                                                    -------------                               --------------
       Total assets                                 $   1,209,732                               $    1,051,258
                                                    =============                               ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

   NOW accounts                                     $     112,355   $      690       0.82%      $      104,447 $    1,035     1.32%
   Regular  savings                                       162,185        3,488       2.87%             160,775      4,022     3.34%
   Money market accounts                                  143,788        3,314       3.07%             146,345      3,874     3.53%
   Time certificates of deposit                           153,158        5,604       4.88%             149,799      6,051     5.39%
                                                    -------------   -----------                 -------------- ----------
        Total interest bearing deposits                   571,486       13,096       3.06%             561,366     14,982     3.56%
                                                    -------------   -----------                 -------------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                 <C>             <C>              <C>        <C>            <C>            <C>
Borrowings
   FHLB                                                   356,294       14,378       5.38%             244,820     10,780     5.87%
   Other short-term borrowings                             19,287          583       4.03%              13,524        474     4.67%
                                                    -------------   -----------                 -------------- ----------
        Total borrowings                                  375,581       14,961       5.31%             258,344     11,254     5.81%
                                                    -------------   -----------                 -------------- ----------

              Total interest bearing liabilities          947,067       28,057       3.95%             819,710     26,236     4.27%
                                                                    -----------                                ----------

Demand deposits                                           167,692                                      146,980
Non-interest bearing liabilities                            9,783                                        6,281
Stockholders' equity                                       85,190                                       78,287
                                                    -------------                               --------------
      Total liabilities and stockholders' equity    $   1,209,732                               $    1,051,258
                                                    =============                               ==============


Net interest income/ spread                                         $    29,260       2.88%                    $   28,038     2.96%
                                                                    ===========                                ==========

Net interest margin (NII/Average Earning Assets)                                      3.39%                                   3.73%
</TABLE>
                                       16
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                CCBT FINANCIAL COMPANIES, INC.
                                                    VOLUME/ RATE ANALYSIS
                                  Nine Months ended September 30, 1999 vs September 30, 1998

                                                                                  Changes in income/expense due to
                                                                                  --------------------------------
                                                                           Volume                 Rate                 Total
                                                                           ------                 ----                 -----
EARNING ASSETS
<S>                                                                      <C>                  <C>                  <C>
      Securities
         Mortgage-backed securities                                      $     1,733          $     -235           $    1,498
         U.S. Government CMOs                                                 -1,759                -359               -2,118
         U.S. Government agencies                                               -633                  35                 -598
         Other CMOs                                                              519                -587                  -68
         State & municipal agencies                                              168                -131                   36
         Other  securities                                                     4,592                -115                4,479
                                                                         -----------          ----------           ----------
             Total securities                                                  4,620              -1,392                3,229
                                                                         -----------          ----------           ----------
      Loans
         Commercial                                                               20                -459                 -439
         Commercial construction                                                 138                 -33                  105
         Residential construction                                                316                -101                  215
         Commercial mortgages                                                   -156                -940               -1,096
         Industrial revenue bonds                                                -35                   1                  -34
         Residential mortgages                                                 2,144                -873                1,271
         Consumer loans                                                         -492                 284                 -208
         Overdrafts                                                              ---                 ---                  ---
                                                                         -----------          ----------           ----------
             Total loans                                                       1,935              -2,121                 -186
                                                                         -----------          ----------           ----------

                      Total earning assets                               $     6,555          $   -3,513           $    3,043
                                                                         -----------          ----------           ----------
INTEREST BEARING LIABILITIES
         NOW accounts                                                    $        63          $     -409           $     -345
         Regular  savings                                                         33                -567                 -534
         Money Market accounts                                                   -63                -497                 -560
         Time certificates of deposit                                            129                -576                 -447
                                                                         -----------          ----------           ----------
              Total interest bearing deposits                                    162              -2,049               -1,886
                                                                         -----------          ----------           ----------
      Borrowings
         FHLB                                                                  4,691              -1,093                3,598
         Other short-term borrowings                                             188                 -79                  109
                                                                         -----------          ----------           ----------
              Total borrowings                                                 4,879              -1,172                3,707
                                                                         -----------          ----------           ----------

                      Total interest bearing liabilities                 $     5,041          $   -3,221           $    1,821
                                                                         -----------          ----------           ----------

      Net changes due to volume/rate                                     $     1,514          $     -292           $    1,222
</TABLE>
                                       17
<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, 1999 VS NINE MONTHS ENDED SEPTEMBER 30, 1998

SOURCES OF FUNDS

As  shown  in the  table  on the page  16,  average  interest  bearing  deposits
outstanding increased $10.1 million when comparing the first nine months of 1999
with the same period in 1998. The cost of those funds was significantly  less in
the 1999 period,  however,  as management  reduced  deposit rates in response to
generally  declining  market rates.  On the other hand,  average  borrowed funds
increased substantially in the 1999 period-to-date in order to fund increases in
both loans and  securities.  The rates paid on these borrowed funds were less in
the 1999 period when compared to 1998,  again  reflecting the general decline in
market rates. The remaining sources of funds, i.e.,  non-interest bearing demand
deposits,  other  liabilities  and  capital,  averaged  13.4% higher in the 1999
period under discussion when compared to the 1998 comparable  period,  including
demand deposit growth of $20.7 million or 14.1%.  In total,  average  sources of
funds  increased $158 million or 15.1% period to period,  while the average cost
of interest  bearing  funds  declined  from 4.27%  during the nine months  ended
September 30, 1998 to 3.95% in 1999.

USES OF FUNDS

Loans and investments were higher in 1999 by 7.5% and 24.8%,  respectively,  and
on a combined  basis,  approximated  95% of average  total  assets  during  each
period.  Loan  growth  was  spearheaded  by  residential  mortgage  and  related
construction  lending,  up $47.6  million or 17.7% in very active local  market.
Investment  growth  of  $106.2  million  or 24.8%  primarily  occurred  in Other
Securities  (see  Investment  Securities  on pp  7-8  herein).  Consistent  with
generally  declining  market rates, the average yield on earning assets declined
to 6.83% for the nine months ended  September  30, 1999 from the 7.23%  reported
for the comparable period in 1998.

NET INTEREST INCOME

Net interest  income was $29.3  million for the nine months ended  September 30,
1999 as compared to $28.0  million  for the same  period in 1998,  up 4.4%.  The
spread and net interest  margin ratios were 2.88% and 3.39%,  respectively,  for
the current nine month period as compared to 2.96% and 3.73%, respectively,  for
the comparable 1998 period.  Consumer  attraction to lower residential  mortgage
rate opportunities  lowered yields on the residential mortgage portfolio and the
securities  portfolio.  These, along with intense local competitive pressure for
quality  commercial loans throughout 1998 and into 1999, are the primary factors
contributing to these results. As shown on the Volume/Rate  analysis on page 17,
the Company's net interest income improved on volume increases but declined as a
result of the narrower spread.

PROVISION FOR POSSIBLE LOAN LOSSES

No provisions  were made to the reserve for possible loan losses in the quarters
ended  September 30, 1999 or 1998.  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 $14.3 million for the nine months ended  September
30, 1999, up $1.6 million or 12.7%  compared to the $12.7 million  earned during
the same period in 1998 due to a general  increase in volumes.  Higher trust and
investment  fees  and  increased  deposit  activity  fees  contributed  to  this
increase,  along with  increased  credit  card  merchant  and  interchange  fees
increase.  The  latter,  which  reflect  a strong  summer  tourist  season , are
partially offset by increased  expenses,  as discussed  below.

                                       18
<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 first  nine  months of 1999,  non-interest  expenses  totaled  $26.9
million, $1.4 million or 5.3% greater than the expenses of the comparable period
last year. Salaries and benefits, the largest combined category of expense, rose
$947  thousand  or 7.9% to total  $12.9  million  thus far in 1999.  Credit card
processing expense increased $528 thousand, or 20.2%, in conjunction with strong
fee income growth while, in total,  all other expense  categories were very near
1998 levels in accordance with the Company's expectations.

INCOME TAXES

Despite  higher pretax income in 1999, the combined State and Federal income tax
expense of $6.0  million  nearly  equaled  that  recorded for the same period in
1998.  The combined  effective  State and Federal tax expense  equalled 36.2% of
pretax income for the first nine months of 1999 reflecting the state tax savings
brought  about by the  Bank's  real  estate  investment  trust  subsidiary  (see
"General",  page 5 herein).  The combined effective tax rate was 39.9% of pretax
net income for the comparable 1998 period.

NET INCOME

Consolidated  net income was $10.6  million  representing  earnings per share of
$1.18 for the nine months ended  September  30, 1999 as compared to $9.1 million
or $1.01 per share for the comparable 1998 period. Annualized returns on average
assets and average equity were 1.17% and 16.65%,  respectively,  for the current
nine  month  period as  compared  to 1.16%  and  15.55%,  respectively,  for the
comparable 1998 period.

                                    LIQUIDITY

The Bank normally experiences a wide swing in its liquidity each year due to the
seasonal nature of the economy in its market area.  Liquidity is usually high in
late  summer  and early  fall and the  annual  low point is usually in the early
spring.  The  Bank's  investment  portfolio  is of high  quality  and is  highly
marketable  although a gain or loss  would be  realized  if the market  value of
securities  sold were not equal to their  adjusted  book  value at date of sale.
Alternately,   the  Bank  can  borrow  funds  using  investment   securities  as
collateral.  The Bank has an available  line of credit of $13.0 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 Bank's  Asset/Liability  Management  Committee  ("ALCO"),  which is
comprised of senior management and several  Directors,  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.
                                       19
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

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 create problems at the turn of the century because  "01/01/00"
could be  interpreted  to mean January 1, 1900 rather than  January 1, 2000.  If
such circumstances are not identified and corrected in advance, they could cause
system  failure or erroneous  calculations  of such items as interest  income or
expense.  This could potentially have 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 $500,000
is  expected to be spent in 1999.  These costs have been or will be  capitalized
and depreciated over the useful lives of the items purchased.

The Bank relies on outside  vendors for much of its  critical  data  processing.
These  vendors  have  assured  the Bank that they are Year 2000  compliant.  The
Bank's  testing has  confirmed  this,  to the extent that the Bank's  testing is
complete.  As of September  30, 1999,  testing is complete on those systems that
the Bank considers to be critical or high risk. Contingency plans for processing
of the  Bank's  work  in the  event  of  failure  of any of  these  systems  are
essentially complete.

The Bank is also  dependent on other  providers in the conduct of its  business,
most notably for electrical power and telecommunications. Should these providers
experience Year 2000 problems,  disruption of service,  especially if prolonged,
could seriously effect the Bank's ability to conduct business as usual.

Certain of the Bank's  customers may also be subject to Year 2000 problems which
impact  their  ability to do  business.  Among other  repercussions,  this could
reduce a customer's  ability to make loan  payments to the Bank.  Year 2000 risk
still  needs to be  evaluated  for a number of the Bank's  significant  customer
relationships.

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 has developed
contingency plans to cover any unusual deposit activity.

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.

                                       20
<PAGE>
PART I  FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a  discussion  of the  Company's  management  of market risk  exposure,  see
"Asset/Liability  Management"  in Item 2 of Part I of this report and Item 7A of
Part II of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "1998 Annual Report").

For  quantitative  information  about market risk, see Item 7A of Part II of the
Company's 1998 Annual Report.

There  have  been  no  material  changes  in the  quantitative  and  qualitative
disclosures  about market risk as of September 30, 1999 from those  presented in
the Company's 1998 Annual Report.

PART II  OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         A special  meeting of  shareholders of the Company was held on July 29,
1999, at which twelve proposals  regarding changes to the Company's  Articles of
Organization and By-laws were presented.  Proposals One and Three through Twelve
were ratified and approved in all respects. A stockholder proposal to cancel the
holding  company  structure was not approved by the  stockholders.  Shareholders
representing  88.51% of the shares of Common Stock  outstanding  and eligible to
vote were present in person or by proxy.  The proposals and the votes cast (with
percentages of shares outstanding and eligible to vote) are as follows:

         PROPOSALS  #1-5: TO APPROVE AND ADOPT AMENDED AND RESTATED  ARTICLES OF
         ORGANIZATION

         1. Change the name of the Company to CCBT Financial Companies, Inc.

         FOR:  7,556,884.644 VOTES, 84.36%;  AGAINST:  338,649.423 VOTES, 3.78%;
         ABSTENTIONS AND BROKER NONVOTES: 33,064.396 votes, 0.37%.

         2.  Authorize the Board of Directors to issue up to 2 million shares of
         preferred stock.

         FOR: 5,502,808.431 VOTES, 61.43%; AGAINST: 1,611,392.143 VOTES, 17.99%;
         ABSTENTIONS AND BROKER NONVOTES: 814,397.888 votes, 9.09%.

         3.  Limit  the   monetary   liability  of   directors   under   certain
         circumstances.

         FOR:  7,339,644.520 VOTES, 81.94%;  AGAINST:  409,034.832 VOTES, 4.57%;
         ABSTENTIONS AND BROKER NONVOTES: 179,919.111 votes, 2.01%.

                                       21
<PAGE>
PART II  OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)

         4. Lower the stockholder vote needed to approve certain transactions to
         a majority if the Board of Directors
                  recommends such approval.

         FOR:  6,352,682.394 VOTES, 70.92%;  AGAINST:  844,040.104 VOTES, 9.42%;
         ABSTENTIONS AND BROKER NONVOTES: 731,875.965 votes, 8.17%.

         5.  Lower the  stockholder  vote  needed to approve  amendments  to the
         articles  to a  majority  if the  Board of  Directors  recommends  such
         approval.

         FOR:  6,348,130.589 VOTES, 70.87%;  AGAINST:  848,632.487 VOTES, 9.47%;
         ABSTENTIONS AND BROKER NONVOTES: 731,835.387 votes, 8.17%.

         PROPOSALS #6-12: TO AMEND THE BY-LAWS OF THE COMPANY

         6. Institute advance notice procedures for director nominations and new
         business to be presented by stockholders at meetings.

         FOR: 6,304,713.656 VOTES, 70.38%;  AGAINST:  904,925.000 VOTES, 10.10%;
         ABSTENTIONS AND BROKER NONVOTES: 718,959.807 votes, 8.02%.

         7.  Increase  percentage  of  stockholders  required  to call a special
         meeting of stockholders from 30% to 51%.

         FOR: 5,888,982.677 VOTES, 65.74%; AGAINST: 1,279,364.432 VOTES, 14.28%;
         ABSTENTIONS AND BROKER NONVOTES: 760,251.354 votes, 8.48%.

         8.  Provide that the Board of  Directors  set the number of  directors,
         fill  vacancies  on the Board and remove  directors;  stockholders  may
         remove a director for cause by a two-thirds vote.

         FOR: 6,064,966.834 VOTES, 67.71%; AGAINST: 1,138,483.885 VOTES, 12.71%;
         ABSTENTIONS AND BROKER NONVOTES: 725,147.744 votes, 8.09%.

         9.   Provide  that  the  Chairman  of  the  Board  of  Directors  be  a
         non-employee director.

         FOR:  7,643,809.247 VOTES, 85.33%;  AGAINST:  204,964.417 VOTES, 2.29%;
         ABSTENTIONS AND BROKER NONVOTES: 79,824.798 votes, 0.89%.

         10.  Provide  that the  Chairman  of the  Board,  the  President,  or a
         majority of directors may call a special meeting of directors.

         FOR:  6,351,542.091 VOTES, 70.91%;  AGAINST:  859,461.697 VOTES, 9.59%;
         ABSTENTIONS AND BROKER NONVOTES: 717,594.674 votes, 8.02%.

         11.  Amend  the  provisions  regarding  indemnification  of  directors,
         executive officers and employees.

         FOR:  7,512,580.183 VOTES, 83.87%;  AGAINST:  306,213.407 VOTES, 3.42%;
         ABSTENTIONS AND BROKER NONVOTES: 109,804.872 votes, 1.23%.

                                       22
<PAGE>
PART II  OTHER INFORMATION
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)

         12.  Provide  that the By-laws may be amended by the Board of Directors
         and to  raise  the  vote to  two-thirds  for  stockholder  approval  of
         amendments not recommended by the Board of Directors.

         FOR: 5,612,775.662 VOTES, 62.66%; AGAINST: 1,509,939.980 VOTES, 16.86%;
         ABSTENTIONS AND BROKER NONVOTES: 805,882.821 votes, 9.00%.

         PROPOSAL  # 13:  STOCKHOLDER  PROPOSAL  TO CANCEL THE  HOLDING  COMPANY
         STRUCTURE

         13. Vote to cancel the holding company structure.

         FOR:  656,013.260 VOTES, 7.32%;  AGAINST:  5,473,302.855 VOTES, 61.10%;
         ABSTENTIONS AND BROKER NONVOTES: 1,799,282.347 votes, 20.09%.

ITEM 5.  OTHER INFORMATION

Any stockholder proposals (including director nominations) submitted pursuant to
Rule 14a-8 of the Securities  Exchange Act of 1934, as amended ("Exchange Act"),
and  intended  to  be  presented  at  the  Company's   2000  Annual  Meeting  of
Stockholders, which is currently scheduled to be held on April 27, 2000, must be
received by the Company  prior to November 23, 1999 to be eligible for inclusion
in the  proxy  statement  and form of proxy to be  distributed  by the  Board of
Directors in connection with such meeting.  Such proposals must also comply with
the  requirements  as to form and substance  established  by the  Securities and
Exchange  Commission if such proposals are to be included in the proxy statement
and form of proxy.

Pursuant to the Company's Amended By-laws, any stockholder  proposals (including
director  nominations)  intended to be  presented at the  Company's  2000 Annual
Meeting,  other than a stockholder  proposal  submitted pursuant to Exchange Act
Rule  14a-8,  must be  received  in writing  by the Clerk of the  Company at the
Company's  principal  executive  office on or between the dates of December  24,
1999 and January 25, 2000, together with all supporting  documentation  required
by the  Company's  Amended  By-laws.  However,  if the 2000  Annual  Meeting  is
scheduled  to be held on a date more than 30 days  before,  or more than 60 days
after, April 22, 2000, a stockholder's notice shall be timely filed if delivered
to, or received by, the Company at is principal  executive office not later than
the  close of  business  on the  later  of (a) 90 days  prior to the date of the
scheduled  meeting  or (b)  the  10th  day  following  the day on  which  public
announcement of the date of such annual meeting is first made by the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             See Exhibit index below.

         (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, 1999.

EXHIBIT INDEX

                      EXHIBIT       DESCRIPTION
                      -------       -----------
                        3.1        Restated Articles of Organization, as amended
                        3.2        Amended By-laws
                       27          Financial data schedule


                                       23
<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 , 1999

/s/ Stephen B. Lawson
-----------------------------------------------------------
Stephen B. Lawson, Prsident and Chief Executive Officer


/s/ Noal D. Reid, Chief Financial Officer and Treasurer
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Noal D. Reid, Chief Financial Officer and Treasurer

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