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 June 30, 1999


                          Commission File No. 000-25381


                               CCBT BANCORP, 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) : Yes   and (2) : Yes


      Indicate  the  number of shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date. There were 8,917,264
shares of common stock outstanding as of June 30, 1999.
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


Section            Description
PART I             FINANCIAL INFORMATION
         Item 1.   Financial Statements
                                                                                 Page #


<S>                                                                                <C>
                   Consolidated Statements of Financial Condition
                       June 30, 1999 (Unaudited) and December 31, 1998               3

                   Consolidated Statements of Income (Unaudited)
                       Three and Six Months Ended June 30, 1999 and 1998             4

                   Consolidated Statements of Cash Flows (Unaudited)
                       Six Months Ended June 30, 1999 and 1998                       5

                   Consolidated Statements of Changes in Stockholders' Equity
                      (Unaudited) Six Months Ended June 30, 1999 and 1998            6

                   Consolidated Statements of Comprehensive Income (Unaudited)
                       Six Months Ended June 30, 1999 and 1998                       6

                   Notes to Consolidated Financial Statements                      7-8

         Item 2.   Management's Discussion and Analysis of Financial Condition
                          and Results of Operations                                8-22

         Item 3.   Quantitative and Qualitative Disclosures About Market Risk        22

PART II            OTHER INFORMATION

         Item 1.   Legal Proceedings                                                 22

         Item 2.   Changes in Securities and Use of Proceeds                         22

         Item 3.   Defaults upon Senior Securities                                   22

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

         Item 5.   Other Information                                                 22

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

                   SIGNATURES                                                        23
</TABLE>


<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
                                       CCBT BANCORP, INC.
                         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                June 30,          December 31,
                                                                  1999                 1998
                                                           ---------------      ---------------
ASSETS                                                        (Unaudited)
<S>                                                        <C>                  <C>
Cash and due from banks ..............................     $    30,622,844      $    29,383,227
Interest-bearing deposits in banks ...................             656,334               43,888
Securities available for sale, at fair value .........         531,592,866          496,020,243
Federal Home Loan Bank stock, at cost ................          22,125,400           22,125,400
Loans
     Commercial loans ................................          76,770,522           70,766,629
     Construction mortgage loans .....................          53,106,002           47,939,708
     Commercial mortgage loans .......................         201,921,141          207,860,415
     Industrial revenue bonds ........................           1,278,917            1,344,336
     Residential mortgage loans ......................         263,984,849          254,320,484
     Consumer loans ..................................          10,963,718           11,588,705
                                                           ---------------      ---------------
        Total loans ..................................         608,025,149          593,820,277
        Less: Reserve for loan losses ................         (11,254,731)         (11,107,633)
                                                           ---------------      ---------------
        Net loans ....................................         596,770,418          582,712,644
                                                           ---------------      ---------------
Loans held for sale ..................................          16,198,042           18,140,522
Premises and equipment ...............................          12,471,759           12,847,002
Deferred tax  assets .................................           4,595,972            4,992,690
Accrued interest receivable on securities ............           4,060,265            4,067,975
Principal and interest receivable on loans ...........           2,988,648            3,596,836
Other assets .........................................           5,875,645            3,599,734
                                                           ---------------      ---------------
        Total assets .................................     $ 1,227,958,193      $ 1,177,530,161
                                                           ===============      ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits ......................................     $   171,961,270      $   160,966,042
NOW account deposits .................................         114,269,263          114,210,098
Money market account deposits ........................         141,158,156          141,316,906
Other savings deposits ...............................         162,410,608          160,125,653
Certificates of deposit of $100,000 or more ..........          32,980,972           30,299,027
Other time deposits ..................................         117,234,576          120,979,249
                                                           ---------------      ---------------
        Total deposits ...............................         740,014,845          727,896,975
                                                           ---------------      ---------------
Borrowings from the Federal Home Loan Bank ...........         370,053,150          343,506,683
Other short-term borrowings ..........................          19,503,339           14,606,322
Current taxes payable ................................             903,281              255,080
Interest payable on deposits .........................             993,300            1,060,045
Interest payable on borrowings .......................           1,519,777            1,437,695
Post retirement benefits payable .....................           2,228,096            2,016,146
Employee profit sharing retirement and bonuses payable             921,074            1,783,350
Due to brokers securities settlement account .........           1,663,821                    0
Other liabilities ....................................           4,216,952            1,425,465
                                                           ---------------      ---------------
        Total liabilities ............................       1,142,017,635        1,093,987,761
                                                           ---------------      ---------------
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                       CCBT BANCORP, INC.
                         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                June 30,         December 31,
                                                                  1999               1998
                                                           ---------------      ---------------
                                                               (Unaudited)
<S>                                                        <C>                  <C>
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 ...............................          50,939,982           46,704,129
                                                           ---------------      ---------------
                                                                87,495,936           83,260,083
     Treasury stock, at cost (143,800 shares) ........          (2,454,913)                --
     Accumulated other comprehensive income ..........             899,535              282,317
                                                           ---------------      ---------------
        Total stockholders' equity ...................          85,940,558           83,542,400
                                                           ---------------      ---------------
        Total liabilities and stockholders' equity ...     $ 1,227,958,193      $ 1,177,530,161
                                                           ===============      ===============
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                                       CCBT BANCORP, INC.
                                                CONSOLIDATED STATEMENTS OF INCOME

                                                                 Three Months Ended June 30,     Six Months Ended June 30,
                                                                    1999            1998            1999            1998
                                                                -----------     -----------     -----------     -----------
     INTEREST AND DIVIDEND INCOME:                                      (Unaudited)                    (Unaudited)
<S>                                                             <C>             <C>             <C>             <C>
     Interest and fees on loans ...........................     $11,996,757     $12,424,936     $24,015,873     $24,017,754
     Taxable interest income on securities ................       6,575,495       5,001,267      12,367,808       9,770,203
     Tax-exempt interest income on securities .............         200,124         167,871         364,556         374,551
     Dividends on securities ..............................         403,964         300,394         773,364         607,577
                                                                -----------     -----------     -----------     -----------
        Total interest and dividend income ................      19,176,340      17,894,468      37,521,601      34,770,085
                                                                -----------     -----------     -----------     -----------

     INTEREST EXPENSE:
     Interest on deposits .................................       4,272,932       4,875,088       8,542,649      10,082,446
     Interest on borrowings from the Federal Home Loan Bank       4,909,866       3,270,668       9,744,826       5,993,086
     Interest on other short-term borrowings ..............         174,662         151,977         318,067         270,284
                                                                -----------     -----------     -----------     -----------
        Total interest expense ............................       9,357,460       8,297,733      18,605,542      16,345,816
                                                                -----------     -----------     -----------     -----------
     Net interest income ..................................       9,818,880       9,596,735      18,916,059      18,424,269
     Provision for loan losses ............................            --              --              --              --
                                                                -----------     -----------     -----------     -----------
     Net interest income after provision for loan losses ..       9,818,880       9,596,735      18,916,059      18,424,269
                                                                -----------     -----------     -----------     -----------

     NON-INTEREST INCOME:
     Trust and Investment fees ............................       1,584,124       1,376,379       2,909,114       2,559,372
     Credit card merchant fees ............................         923,610         739,458       1,529,858       1,271,184
     MoneyCard interchange fees ...........................         171,310         105,870         291,822         189,931
     Service charges on deposit accounts ..................         529,907         434,059         976,288         802,618
     Return and overdraft charges .........................         588,591         537,551       1,105,595         990,329
     ATM fees .............................................         152,792         142,713         261,481         246,344
     Net gain on sale of loans ............................         193,637           3,193         294,172          84,156
     Net gain on sale of investment securities ............           4,304          20,481          59,104         146,200
     Brokerage fees and commissions .......................         294,514         370,518         556,744         719,749
     Other ................................................         306,601         269,189         712,411         622,235
                                                                -----------     -----------     -----------     -----------
     Total non-interest income ............................       4,749,390       3,999,411       8,696,589       7,632,118
                                                                -----------     -----------     -----------     -----------
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                                       CCBT BANCORP, INC.
                                                CONSOLIDATED STATEMENTS OF INCOME

                                                                 Three Months Ended June 30,     Six Months Ended June 30,
                                                                    1999            1998            1999            1998
                                                                -----------     -----------     -----------     -----------
                                                                        (Unaudited)                      (Unaudited)
<S>                                                             <C>             <C>             <C>             <C>
     NON-INTEREST EXPENSE:
     Salaries and wages ...................................       3,031,748       2,879,445       6,002,195       5,581,200
     Employee benefits ....................................       1,204,463         963,925       2,365,215       2,235,501
     Occupancy expense ....................................         568,485         571,985       1,115,257       1,136,167
     Equipment rental and expense .........................         516,692         478,683         988,190         982,242
     Credit card processing expense .......................         978,240         686,680       1,501,869       1,237,928
     Advertising and marketing expense ....................         268,036         228,895         424,683         392,643
     Printing and supplies ................................         173,766         236,268         370,197         435,857
     Delivery and communication expense ...................         323,601         347,052         637,289         681,003
     Service charges correspondent banks ..................          49,536          53,824         111,618         293,866
     Directors' fees ......................................          75,500          76,500         151,000         151,500
     Outside services .....................................       1,204,122       1,092,017       2,264,950       2,339,653
     ATM network expense ..................................         126,939          67,453         258,325         174,298
     Insurance expense ....................................          62,183          83,882         135,591         179,051
     Other ................................................         432,679         303,759         697,495         710,588
                                                                -----------     -----------     -----------     -----------
     Total non-interest expense ...........................       9,015,990       8,070,368      17,023,874      16,531,497
                                                                -----------     -----------     -----------     -----------
     Income before income taxes ...........................       5,552,280       5,525,778      10,588,774       9,524,890
     Provision for income taxes ...........................       1,842,679       2,201,580       3,830,314       3,800,923
                                                                -----------     -----------     -----------     -----------

     Net income ...........................................     $ 3,709,602     $ 3,324,198     $ 6,758,460     $ 5,723,967
                                                                ===========     ===========     ===========     ===========

Average shares outstanding ................................       8,941,188       9,061,064       8,992,941       9,061,064

Basic earnings per share ..................................           $0.41           $0.37           $0.75           $0.63
Diluted earnings per share ................................           $0.41           $0.37           $0.75           $0.63
Cash dividends declared ...................................           $0.14           $0.12           $0.28           $0.24
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                               CCBT BANCORP, INC.
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        For the Six Months ended June 30,
                                                                                     1999                1998
                                                                                -------------      -------------
CASH PROVIDED BY OPERATING ACTIVITIES                                                      (Unaudited)
<S>                                                                             <C>                <C>
     Net income ...........................................................     $   6,758,460      $   5,723,966
     Adjustments to reconcile net income to net cash flow provided
        by operating activities:
        Provision for loan losses .........................................                 0                  0
        Depreciation and amortization .....................................         1,025,535            991,028
        Net amortization of securities ....................................         2,252,725              8,787
        Amortization of deferred loan fees ................................            50,690            534,526
        Net gain on sale of investment securities .........................           (59,104)          (146,200)
        Deferred (prepaid) income taxes ...................................           762,875         (1,163,456)
        Net gain on sale of loans .........................................          (294,172)           (84,156)
     Net change in:
        Loans held for sale ...............................................         1,942,480         (7,618,041)
        Accrued interest receivable on securities .........................           615,898            298,251
        Accrued expenses and other liabilities ............................         3,820,319           (794,024)
        Other, net ........................................................         5,927,856          4,434,805
                                                                                -------------      -------------
     Net cash provided by operating activities ............................        22,803,562          2,185,486
                                                                                -------------      -------------

CASH USED BY INVESTING ACTIVITIES
        Net increase in loans .............................................       (77,824,051)      (123,707,298)
        Proceeds from sale of loans .......................................        63,701,791         44,932,500
        Dispositions of property from defaulted loans .....................           115,000            405,000
        Purchases of money market funds ...................................      (375,271,426)      (400,050,000)
        Sales of money market funds .......................................       367,552,094        388,050,000
        Maturities of securities ..........................................       242,784,124        221,512,493
        Purchase of available for sale securities .........................      (313,766,711)      (355,006,253)
        Sales of available for sale securities ............................        34,137,508         56,524,987
        Purchase of premises and equipment ................................          (963,663)        (1,181,856)
                                                                                -------------      -------------
     Net cash used by investing activities ................................       (59,535,334)      (168,520,427)
                                                                                -------------      -------------

CASH PROVIDED BY FINANCING ACTIVITIES
        Net decrease in deposits ..........................................        12,117,870         11,668,314
        Net increase in borrowings from the Federal Home Bank .............        26,546,467        164,719,104
        Net increase in other short-term borrowings .......................         4,897,017          7,194,686
        Purchase of CCBT Bancorp, Inc. common stock in open market ........        (2,454,912)                 0
        Cash dividends paid on common stock ...............................        (2,522,607)        (2,174,656)
                                                                                -------------      -------------
     Net cash provided by (used in) financing activities ..................        38,583,835        181,407,448
                                                                                -------------      -------------
     Net increase  in cash and cash equivalents ...........................         1,852,063         15,072,507
     Cash and cash equivalents at beginning of period .....................        29,427,115         34,087,493
                                                                                -------------      -------------
     Cash and cash equivalents at end of period ...........................     $  31,279,178      $  49,160,000
                                                                                =============      =============

     Cash equivalents include amounts due from banks and federal funds sold
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                               CCBT BANCORP, INC.
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        For the Six Months ended June 30,
                                                                                     1999                1998
                                                                                -------------      -------------
                                                                                           (Unaudited)
<S>                                                                             <C>                <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash paid for:
        Interest ..........................................................     $  18,590,203      $   8,062,064
        Income taxes ......................................................         3,400,000          4,355,000
     Non-cash transactions:
        Additions to property from defaulted loans ........................     $     115,000      $           0
        Loans to finance OREO property ....................................           100,000                  0
</TABLE>
See accompanying notes to the unaudited consolidated financial statements .
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                               CCBT BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       For the Six Months ended June 30,

                                                      1999              1998
                                                 ------------      ------------
                                                          (Unaudited)
<S>                                              <C>               <C>
COMMON STOCK
     Balance, beginning of year and June 30      $ 22,652,660      $ 11,326,330
                                                 ------------      ------------

SURPLUS
     Balance, beginning of year and June 30        13,903,294        25,229,624
                                                 ------------      ------------

UNDIVIDED PROFITS
     Balance, beginning of year ............       46,704,129        38,677,715
        Net Income .........................        6,758,460         5,723,966
        Dividends declared .................       (2,522,607)       (2,174,656)
                                                 ------------      ------------
     Balance, June 30 ......................       50,939,982        42,227,025
                                                 ------------      ------------

TREASURY STOCK
     Balance, beginning of year ............                0                 0
        Purchase of treasury stock .........       (2,454,913)                0
                                                 ------------      ------------
     Balance, June 30 ......................       (2,454,913)                0
                                                 ------------      ------------

ACCUMULATED OTHER COMPREHENSIVE INCOME
     Balance, beginning of year ............          282,317           402,625
        Net other comprehensive income .....          617,218           608,660
                                                 ------------      ------------
     Balance, June 30 ......................          899,535         1,011,285
                                                 ------------      ------------
TOTAL STOCKHOLDERS' EQUITY .................     $ 85,940,558      $ 79,794,264
                                                 ============      ============

</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
<TABLE>
<CAPTION>
                                     CCBT BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                               For the six months ended June 30,

                                                                        1999              1998
                                                                    -----------      -----------
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
Net income ....................................................     $ 6,758,460      $ 5,723,967
                                                                    -----------      -----------
     Holding gains on securities available for sale ...........       1,073,040        1,224,283
     Reclassification of gains on securities realized in income         (59,104)        (230,901)
                                                                    -----------      -----------
     Net unrealized gains .....................................       1,013,936          993,382
     Related tax effect .......................................        (396,718)        (384,722)
                                                                    -----------      -----------
Net other comprehensive income ................................         617,218          608,660
                                                                    -----------      -----------
Comprehensive income ..........................................     $ 7,375,678      $ 6,332,627
                                                                    ===========      ===========
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.


<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)

                               CCBT BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Six months ended June 30, 1999 and 1998

Note 1.  Basis of Presentation

General

CCBT Bancorp,  Inc.  ("Bancorp" or "Company") was incorporated under the laws of
the  Commonwealth  of  Massachusetts  on October 8, 1998 at the direction of the
Board of  Directors  and  management  of Cape Cod Bank and  Trust  Company  (the
"Bank")  for the  purpose of becoming a bank  holding  company for the Bank.  On
February 11, 1999,  Bancorp became the holding company for the Bank by acquiring
100% of the outstanding  shares of the Bank's common stock in a 1:1 exchange for
Bancorp common stock (the  "Reorganization").  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  CCBT  Bancorp,  Inc.,  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 June 30, 1998 financial statements
to conform to the 1999  presentation and to reflect the 100% stock dividend paid
August 7, 1998.

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 six months ended June
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.  Current  and 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 $23.9  million at June 30,  1999 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 June
30, 1999 are shown in the table at the top of the next page.
<PAGE>
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements (continued)

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
<TABLE>
<CAPTION>
                     Additional Unadvanced Loan Commitments

                                              June 30,      December 31,
                                                1999            1998
                                             -------          -------
                                                (in thousands)
<S>                                          <C>              <C>
                Commercial loans
                     Dealer floor plan .     $ 9,478          $ 7,352
                     Lines of credit ...      48,667           44,960
                     Other .............       1,286              943
                Commercial mortgage
                     Construction ......       7,158            3,084
                     Other .............         790              711
                Residential mortgage
                     Home equity .......      28,953           26,321
                Consumer lines of credit       1,989            1,858
                                             -------          -------
                          Total ........     $98,321          $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 Bancorp'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.
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

During the second quarter of 1999,  the Company formed a real estate  investment
trust as a  subsidiary  of Cape Cod Bank and Trust  Company  ("Bank") 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 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.

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

The Company had $1.23 billion of  consolidated  total assets,  $740.0 million of
deposits and $85.9 million of stockholders' equity at June 30, 1999. Its capital
to assets ratio was 7.0%, exceeding all regulatory requirements.  As compared to
reported balances at December 31, 1998, investment securities,  at fair value at
June 30, 1999,  increased  $35.6 million or 7.2%,  total loans  increased  $14.2
million or 2.4%,  deposits  increased  $12.1 million or 1.7% and borrowed  funds
increased $31.4 million or 8.8%.

INVESTMENT SECURITIES

The adjusted cost and estimated market values of investment securities which the
Company  considers  to be  available  for sale at June 30, 1999 and December 31,
1998 were as follows:
<TABLE>
<CAPTION>
                                                                   June 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 ...............     $217,668     $  2,020     $    573     $219,115
Other U. S. Government agencies ............       29,028           18          312       28,734
Other collateralized mortgage obligations ..       78,573          537           86       79,024
State and municipal obligations ............       29,164         --           --         29,164
Other debt securities ......................      175,661          219          324      175,556
                                                 --------     --------     --------     --------
               Totals ......................     $530,094     $  2,794     $  1,295     $531,593
                                                 ========     ========     ========     ========
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<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>
Investment  securities  increased  $35.6  million to $531.6  million at June 30,
1999,  funded by an increase in short term  borrowings.  High prepayment  volume
experienced  during the latter  months of 1998 and into 1999 on  mortgage-backed
investments  reduced  CMOs  approximately  $48  million.  All  other  investment
categories increased  approximately $84 million,  including $61 million of Other
debt  securities.   At  June  30,1999,   Other  debt  securities   consisted  of
approximately  $96 million  floating  rate and $72 million short term fixed rate
securities, nearly all backed by assets other than residential mortgages, and $8
million of money  market  investments  readily  convertible  into  cash.

Sales of securities  produced net gains of $4 thousand  during the quarter ended
June 30, 1999  compared to net gains of $20  thousand  during the same period in
1998. Net gains on security sales amounted to $59 thousand and $146 thousand for
the six months ended June 30, 1999 and 1998, respectively.

LOANS

The following is a summary of the Company's  outstanding loan balances as of the
dates indicated:
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)



<TABLE>
<CAPTION>
                                                    June 30,          December 31,
                                                      1999                1998
                                                   ---------          ---------
                                                           (in thousands)
<S>                                                <C>                <C>
Mortgage loans on real estate:
     Residential .........................         $ 242,373          $ 233,533
     Commercial ..........................           201,921            207,860
     Construction ........................            53,106             47,940
     Equity lines of credit ..............            21,612             20,787
                                                   ---------          ---------
                                                     519,012            510,120
                                                   ---------          ---------
Other loans
     Commercial ..........................            76,771             70,767
     Industrial revenue bonds ............             1,279              1,344
     Consumer and other ..................            10,963             11,589
                                                   ---------          ---------
                                                      89,013             83,700
                                                   ---------          ---------
Total loans ..............................           608,025            593,820
Less: Allowance for loan losses ..........           (11,255)           (11,108)
                                                   ---------          ---------
Loans, net ...............................         $ 596,770          $ 582,712
                                                   =========          =========
</TABLE>
Total loans  increased $14.2 million or 2.4% to $608 million at June 30, 1999 as
compared to December  31,  1998,  led by  residential  mortgage  loans,  up $8.8
million or 3.8%. New volume in the  residential  loan category was strong,  with
originations  of $42.9  million  fixed rate and $73.5  million  adjustable  rate
mortgages.  During  the first  half of 1999,  the  Company  sold  $48.4  million
residential  mortgages,  producing net gains of $151 thousand.  Commercial loans
increased $6 million or 8.5% and  Construction  loans  increased $5.2 million or
nearly 11%.

Non performing assets and loan loss experience:

As shown in the table below, non-performing assets were $3.9 million or 0.32% of
total assets at June 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  holds no
property acquired from defaulted loans.
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                                             June 30,   December 31,
                                                               1999         1998
                                                              ------      ------
                                                                (in thousands)
<S>                                                           <C>         <C>
Nonaccrual loans .......................................      $3,952      $7,468
Loans past due 90 days or more and still accruing ......        --          --
                                                              ------      ------
           Total nonperforming assets ..................      $3,952      $7,468
                                                              ======      ======
Restructured troubled debt performing in accordance
with amended terms, not included above .................      $  633      $  478
                                                              ======      ======
</TABLE>
The  following  is a summary of the  activity in the reserve for loan losses for
the indicated periods:
<TABLE>
<CAPTION>
                                                        Six  months ended
                                                    June 30,            June 30,
                                                      1999               1998
                                                  ---------           --------
                                                          (in thousands)
<S>                                               <C>                 <C>
Balance at the beginning of the period            $  11,108           $ 10,962
Provisions ............................                   0                  0
Recoveries ............................                 249                381
                                                  ---------           --------
                                                     11,357             11,343
Less: Charge-offs .....................                (102)              (290)
                                                  ---------           --------
Balance at the end of the period ......            $ 11,255           $ 11,053
                                                   ========           ========

</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 1.85% of
total  loans  at June 30,  1999  and  1.87% at  December  31,  1998.  Management
considers the reserve to be adequate at June 30, 1999,  although there can be no
assurance that the reserve is adequate or that  additional  provisions  might be
necessary.

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

DEPOSITS

The  following  table is a  summary  of  deposits  outstanding  as of the  dates
indicated:
<TABLE>
<CAPTION>
                                                         June 30,      December 31,
                                                           1999            1998
                                                         --------       --------
                                                              (in thousands)
<S>                                                      <C>            <C>
Demand deposits ..................................       $171,961       $160,966
NOW accounts .....................................        114,269        114,210
Other savings deposits ...........................        162,411        160,126
Money market accounts ............................        141,158        141,317
Certificates of deposit greater than $100,000 ....         32,981         30,299
Other time deposits ..............................        117,235        120,979
                                                         --------       --------
Total deposits ...................................       $740,015       $727,897
                                                         ========       ========
</TABLE>
Reflecting  the  seasonal  nature  of the  Cape  Cod  economy  as  discussed  in
"Liquidity"  on page 20  herein,  total  deposits  at June 30,  1999 were  $12.1
million or 1.66% higher than total deposits at December 31, 1998. 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 June 30, 1999,
borrowed  funds  totaled  $389.6  million,  up $31.4 million or 8.8% 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 7.00% at June 30, 1999  compared to
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
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

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 June 30, 1999:

<TABLE>
<CAPTION>
                                           Minimum            June 30, 1999
                                          Regulatory      ---------------------
                                          Guidelines      Company          Bank
                                          ----------      -------          ----
<S>                                          <C>           <C>            <C>
Tier 1 leverage capital .................    3.00%         7.31%          6.87%

Tier 1 capital to risk-weighted assets ..    4.00%        11.21%         10.52%

Total capital to risk-weighted assets ...    8.00%        12.12%         11.75%
</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
143,800  shares  (1.6%)  between  February and June 1999,  at an average cost of
$17.07  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 June 30, 1999 was $9.64 per share compared to $9.22
per share at December 31, 1998.
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                                                                      CCBT BANCORP, INC.
                                                                      AVERAGE BALANCE SHEETS,INTEREST RATES and SPREAD
                                                                                   Three months ended June 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
Securities
<S>                                                   <C>            <C>              <C>       <C>            <C>             <C>
   Mortgage-backed securities ....................    $   70,425     $      950       5.40%     $   11,239     $      169      6.01%
   U.S. Government CMOs ..........................       137,763          1,763       5.12%        190,340          2,568      5.40%
   U.S. Government agencies ......................        29,548            410       5.55%         37,154            549      5.91%
   Other CMOs ....................................        62,799            807       5.14%         45,435            706      6.22%
   State & municipal agencies ....................        19,486            207       5.53%         16,165            167      5.37%
   Other  securities .............................       209,773          3,042       5.80%         80,328          1,313      6.54%
                                                      ----------     ----------                 ----------     ----------
       Total securities ..........................       529,794          7,179       5.47%        380,661          5,472      5.80%
                                                      ----------     ----------                 ----------     ----------

Loans
   Commercial ....................................        78,859          1,762       8.94%         79,424          1,952      9.83%
   Commercial construction .......................        14,824            323       8.62%         11,732            282      9.51%
   Residential construction ......................        38,172            565       5.93%         31,977            544      6.82%
   Commercial mortgages ..........................       205,156          4,506       8.69%        209,584          4,933      9.31%
   Industrial revenue bonds ......................         1,312             24      10.29%          1,730             35     11.40%
   Residential mortgages .........................       269,029          4,565       6.79%        238,672          4,347      7.29%
   Consumer loans ................................        10,477            253       9.66%         13,859            332      9.58%
   Overdrafts ....................................           613              0       0.00%          1,964              0      0.00%
                                                      ----------     ----------                 ----------     ----------
       Total Loans ...............................       618,442         11,998       7.73%        588,942         12,425      8.41%
                                                      ----------     ----------                 ----------     ----------

                Total interest earning assets ....     1,148,236         19,177       6.69%        969,603         17,897      7.39%
                                                                     ----------                 ----------     ----------
   Non-earning assets ............................        59,302                                    49,289
                                                      ----------                                ----------
      Total assets ...............................    $1,207,538                                $1,018,892
                                                      ==========                                ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   NOW accounts ..................................    $  111,946     $      229       0.82%     $  104,951     $      307      1.17%
   Regular  savings ..............................       158,496          1,135       2.87%        158,260          1,296      3.28%
   Money Market accounts .........................       142,260          1,087       3.06%        145,306          1,255      3.46%
   Time certificates of deposit ..................       150,938          1,822       4.84%        149,407          2,017      5.41%
                                                      ----------     ----------                 ----------     ----------
        Total interest bearing deposits ..........       563,640          4,273       3.04%        557,924          4,875      3.50%
                                                      ----------     ----------                 ----------     ----------
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                                                                      CCBT BANCORP, INC.
                                                                      AVERAGE BALANCE SHEETS,INTEREST RATES and SPREAD
                                                                                   Three months ended June 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>
Borrowings
   FHLB ..........................................       368,137          4,910       5.35%        222,492          3,271      5.90%
   Other short-term borrowings ...................        17,323            175       4.04%         12,507            152      4.87%
                                                      ----------     ----------                 ----------     ----------
        Total borrowings .........................       385,460          5,085       5.29%        234,999          3,423      5.84%
                                                      ----------     ----------                 ----------     ----------
                Total interest bearing liabilities       949,100          9,358       3.95%        792,923          8,298      4.20%
                                                      ----------     ----------                 ----------     ----------
Demand deposits ..................................       162,156                                   141,661
Non-interest bearing liabilities .................        12,885                                     6,430
Stockholders' equity .............................        83,397                                    77,878
                                                      ----------                                ----------
      Total liabilities and stockholders' equity .    $1,207,538                                $1,018,892
                                                      ==========                                ==========


Net interest income/spread .......................                   $    9,819       2.73%                    $    9,599      3.19%
                                                                     ==========                                ==========
Net interest margin (NII/Average Earning Assets) .                                    3.43%                                    3.97%


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


<TABLE>
<CAPTION>
                                    CCBT BANCORP, INC.
                                   VOLUME/RATE ANALYSIS
                    Three months ended June 30, 1999 vs June 30, 1998



                                                        Changes in income/expense due to
                                                        --------------------------------
                                                       Volume         Rate          Total
                                                       ------         ----          -----
<S>                                                    <C>          <C>          <C>
EARNING ASSETS
Securities
   Mortgage-backed securities ....................     $   842      $   (61)     $   781
   U.S. Government CMOs ..........................        (689)        (116)        (805)
   U.S. Government agencies ......................        (109)         (30)        (139)
   Other CMOs ....................................         246         (145)         101
   State & municipal agencies ....................          45           (5)          40
   Other  securities .............................       1,991         (262)       1,729
                                                       -------      -------      -------
       Total securities ..........................       2,326         (619)       1,707
                                                       -------      -------      -------

Loans
   Commercial ....................................         (13)        (177)        (190)
   Commercial construction .......................          70          (29)          41
   Residential construction ......................          99          (78)          21
   Commercial mortgages ..........................         (99)        (328)        (427)
   Industrial revenue bonds ......................         (11)           0          (11)
   Residential mortgages .........................         533         (315)         218
   Consumer loans ................................         (81)           2          (79)
   Overdrafts ....................................           0            0            0
                                                       -------      -------      -------
       Total Loans ...............................         498         (925)        (427)
                                                       -------      -------      -------

                Total earning assets .............     $ 2,824      $(1,544)     $ 1,280
                                                       -------      -------      -------

INTEREST BEARING LIABILITIES
   NOW accounts ..................................     $    17      $   (95)     $   (78)
   Regular  savings ..............................           2         (163)        (161)
   Money Market accounts .........................         (25)        (143)        (168)
   Time certificates of deposit ..................          20         (215)        (195)
                                                       -------      -------      -------
        Total interest bearing deposits ..........          14         (616)        (602)
                                                       -------      -------      -------
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)


<TABLE>
<CAPTION>
                                    CCBT BANCORP, INC.
                                   VOLUME/RATE ANALYSIS
                    Three Months ended June 30, 1999 vs June 30, 1998
                                                        Changes in income/expense due to
                                                        --------------------------------
                                                       Volume         Rate          Total
                                                       ------         ----          -----
<S>                                                    <C>          <C>          <C>
Borrowings .......................................           0
   FHLB ..........................................       2,042         (403)       1,639
   Other short-term borrowings ...................          54          (31)          23
                                                       -------      -------      -------
        Total borrowings .........................       2,096         (434)       1,662
                                                       -------      -------      -------

                Total interest bearing liabilities     $ 2,110      $(1,050)     $ 1,060
                                                       -------      -------      -------

Net interest income ..............................     $   714      $  (494)     $   220
                                                       =======      =======      =======
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

                              RESULTS OF OPERATIONS
      THREE MONTHS ENDED JUNE 30, 1999 vs. THREE MONTHS ENDED JUNE 30, 1998

Sources of funds

As shown in the table on page 13, average interest bearing deposits  outstanding
increased  $5.7 million or 1.0% during the second quarter 1999 versus the second
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. On the other hand, average borrowed funds increased  substantially in the
1999 period in order to fund  increases  in both loans and the  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  14.4% higher in the 1999 period  under  discussion  when
compared to the 1998 comparable period, including demand deposit growth of $20.5
million or 14.5%.  In total,  average  sources of funds  increased  nearly  $189
million or 18.5% period to period,  while the average  cost of interest  bearing
funds  declined  from 4.20% during the quarter  ended June 30, 1998 to 3.95% for
the same period in 1999.

Uses of funds

When compared to the second quarter of 1998,  average loans and investments were
higher  in  1999 by 5.0%  and  39.2%,  respectively,  and on a  combined  basis,
represented  95% of  average  total  assets  in each  period.  Loan  growth  was
spearheaded by residential mortgage and related  construction  lending, up $36.6
million or 13.5% in a very active local market.  Investment  growth also focused
in real estate  backed  obligations  as well as other asset  backed  securities.
Consistent  with market rates  generally,  and  particularly  in the  investment
portfolio where mortgage refinancing reduced earnings on CMOs, the average yield
on earning  assets  declined to 6.69% for the three  months  ended June 30, 1999
from the 7.39% reported for the comparable period in 1998.

Net interest income

Net interest income was $9.8 million for the three months ended June 30, 1999 as
compared to $9.6  million for the same period in 1998,  up 2.3%.  The spread and
net interest  margin  ratios were 2.73% and 3.43%,  respectively,  for the three
months ended June 30, 1999 as compared to 3.19% and 3.97%, 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 14,
the company's net interest income improved on volume increases but declined as a
result of the narrower spread during the second quarter, 1999 as compared to the
same period in 1998.

Provision for possible loan losses

No provisions  were made to the reserve for possible loan losses in the quarters
ended June 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.
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

Non-interest income

Non-interest  income  totaled  $4.75 million for the three months ended June 30,
1999, up $750 thousand or 18.8%  compared to the $4.0 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 loans contributed to this increase, along with increased credit card merchant
and interchange fees. The latter,  which reflect the continuing  strength of the
tourist season in our marketplace,  are partially offset by increased  expenses,
as discussed below.

Non-interest expenses

During the second quarter of 1999,  non-interest  expenses totaled $9.0 million,
$945 thousand or 11.7% greater than the expenses of the  comparable  period last
year. Salaries and benefits, the largest combined category of expense, rose $393
thousand  or 10.2% to total $4.2  million for the second  three  months of 1999.
Credit card processing  expense increased $292 thousand in conjunction with high
activity and strong fee income growth,  Outside services expense  increased $112
thousand,  ATM  network  expense  increased  $59  thousand  and  Other  expenses
increased $129 thousand.  These  increases were fully  anticipated in the normal
operations of the Company.

Income taxes

The  combined  State and  Federal  income tax  expense of $1.8  million  for the
quarter  ended June 30, 1999 was 16.3% lower than the $2.2 million  recorded for
the same quarter in 1998,  a reflection  of the year-to date impact of the newly
formed CCBT Preferred Corp, a real estate  investment  trust  subsidiary of Cape
Cod Bank and Trust Company.  (See  "General" on page 8.) The combined  effective
State and Federal tax expense  declined to 33.2% of pretax  income in the second
quarter of 1999  reflecting  the  year-to-date  impact of the state tax  savings
brought about by the real estate  investment  trust. The combined  effective tax
rate was 40.0% of pretax net income for the 1998 second quarter.

Net income

Consolidated  net income was $3.7  million  representing  earnings  per share of
$0.41 for the three  months  ended June 30, 1999 as compared to $3.3  million or
$0.37 per share for the comparable three months ended June 30, 1998.  Annualized
returns  on  average   assets  and   average   equity  were  1.23%  and  17.84%,
respectively,  for the three months ended June 30, 1999 as compared to 1.31% and
17.12%, respectively, for the three months ended June 30, 1998.









              (The remainder of this page intentionally left blank)
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                                                                      CCBT BANCORP, INC.
                                                                       AVERAGE BALANCE SHEETS,INTEREST RATES and SPREAD
                                                                                    Six months ended June 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 ....................    $   75,486     $    1,959      5.19%     $    7,865     $      242       6.15%
   U.S. Government CMOs ..........................       145,325          3,303      4.55%        170,801          5,013       5.87%
   U.S. Government agencies ......................        25,774            696      5.40%         47,514          1,311       5.52%
   Other CMOs ....................................        64,507          1,657      5.14%         45,473          1,325       5.83%
   State & municipal agencies ....................        18,320            384      5.45%         17,127            374       5.83%
   Other  securities .............................       192,402          5,506      5.72%         89,179          2,490       5.57%
                                                      ----------     ----------                ----------     ----------
       Total securities ..........................       521,814         13,505      5.22%        377,959         10,755       5.77%
                                                      ----------     ----------                ----------     ----------

Loans
   Commercial ....................................        75,893          3,399      8.96%         77,078          3,799       9.94%
   Commercial construction .......................        13,003            571      8.73%         11,964            543       9.14%
   Residential construction ......................        37,572          1,104      5.92%         28,242            906       6.47%
   Commercial mortgages ..........................       205,342          9,102      8.82%        204,157          9,649       9.56%
   Industrial revenue bonds ......................         1,345             50     10.60%          1,781             73      11.85%
   Residential mortgages .........................       273,174          9,259      6.78%        228,471          8,361       7.32%
   Consumer loans ................................        10,680            532      9.98%         14,304            687       9.31%
   Overdrafts ....................................           602              0      0.00%          1,567              0       0.00%
                                                      ----------     ----------                ----------     ----------
       Total Loans ...............................       617,611         24,017      7.77%        567,564         24,018       8.53%
                                                      ----------     ----------                ----------     ----------
                Total interest earning assets ....     1,139,425         37,522      6.61%        945,523         34,773       7.42%
                                                                     ----------                               ----------
   Non-earning assets ............................        52,545                                   46,309
                                                      ----------                               ----------
      Total assets ...............................    $1,191,970                               $  991,832
                                                      ==========                               ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   NOW accounts ..................................    $  110,404     $      450      0.82%     $  103,379     $      720       1.40%
   Regular  savings ..............................       158,476          2,260      2.87%        158,595          2,698       3.43%
   Money Market accounts .........................       140,925          2,145      3.07%        145,832          2,600       3.60%
   Time certificates of deposit ..................       151,402          3,688      4.91%        150,734          4,065       5.44%
                                                      ----------     ----------                ----------     ----------
        Total interest bearing deposits ..........       561,207          8,543      3.07%        558,540         10,083       3.64%
                                                      ----------     ----------                ----------     ----------
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                                                                      CCBT BANCORP, INC.
                                                                       AVERAGE BALANCE SHEETS,INTEREST RATES and SPREAD
                                                                                    Six months ended June 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>
Borrowings
   FHLB ..........................................       366,875          9,745      5.36%        203,035          5,993       5.95%
   Other short-term borrowings ...................        16,337            318      3.93%         11,131            270       4.90%
                                                      ----------     ----------                ----------     ----------
        Total borrowings .........................       383,212         10,063      5.30%        214,166          6,263       5.90%
                                                      ----------     ----------                ----------     ----------

                Total interest bearing liabilities       944,419         18,606      3.97%        772,706         16,346       4.27%
                                                      ----------     ----------                ----------     ----------
Demand deposits ..................................       154,610                                  136,726
Non-interest bearing liabilities .................         9,069                                    5,313
Stockholders' equity .............................        83,872                                   77,087
                                                      ----------                               ----------
      Total liabilities and stockholders' equity .    $1,191,970                               $  991,832
                                                      ==========                               ==========


Net interest income/spread .......................                   $   18,916      2.64%                   $   18,427        3.15%
                                                                     ==========                              ==========
Net interest margin (NII/Average Earning Assets) .                                   3.30%                                     3.93%
</TABLE>
<PAGE>
 PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)
<TABLE>
<CAPTION>
                                    CCBT BANCORP, INC.
                                   VOLUME/RATE ANALYSIS
                     Six Months ended June 30, 1999 vs June 30, 1998
                                                       Changes in income/expense due to
                                                       --------------------------------
                                                       Volume        Rate         Total
                                                      -------      -------      -------
<S>                                                    <C>          <C>          <C>
EARNING ASSETS
Securities
   Mortgage-backed securities ....................     $ 1,901      $  (184)     $ 1,717
   U.S. Government CMOs ..........................        (658)      (1,052)      (1,710)
   U.S. Government agencies ......................        (589)         (26)        (615)
   Other CMOs ....................................         518         (186)         332
   State & municipal agencies ....................          33          (23)          10
   Other  securities .............................       2,890          126        3,016
                                                       -------      -------      -------
       Total securities ..........................       4,095       (1,345)       2,750
                                                       -------      -------      -------
Loans
   Commercial ....................................         (56)        (344)        (400)
   Commercial construction .......................          46          (18)          28
   Residential construction ......................         287          (89)         198
   Commercial mortgages ..........................          54         (601)        (547)
   Industrial revenue bonds ......................         (24)           1          (23)
   Residential mortgages .........................       1,563         (665)         898
   Consumer loans ................................        (173)          18         (155)
   Overdrafts ....................................           0            0            0
                                                       -------      -------      -------
       Total Loans ...............................       1,697       (1,698)          (1)
                                                       -------      -------      -------

                Total earning assets .............     $ 5,792      $(3,043)     $ 2,749
                                                       -------      -------      -------
INTEREST BEARING LIABILITIES
   NOW accounts ..................................     $    39      $  (309)     $  (270)
   Regular  savings ..............................          (2)        (436)        (438)
   Money Market accounts .........................         (81)        (374)        (455)
   Time certificates of deposit ..................          17         (394)        (377)
                                                       -------      -------      -------
        Total interest bearing deposits ..........         (27)      (1,513)      (1,540)
                                                       -------      -------      -------
Borrowings
   FHLB ..........................................       4,595         (843)       3,752
   Other short-term borrowings ...................         114          (66)          48
                                                       -------      -------      -------
        Total borrowings .........................       4,709         (909)       3,800
                                                       -------      -------      -------

                Total interest bearing liabilities     $ 4,682      $(2,422)     $ 2,260
                                                       -------      -------      -------

Net interest income ..............................     $ 1,110      $  (621)     $   489
                                                       =======      =======      =======
</TABLE>
<PAGE>
PART I  FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

                              RESULTS OF OPERATIONS
        SIX MONTHS ENDED JUNE 30, 1999 vs SIX MONTHS ENDED JUNE 30, 1998

Sources of funds

As  shown  in the  table  on the page  17,  average  interest  bearing  deposits
outstanding  increased $2.7 million when comparing the first half of 1999 versus
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 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  13.0% higher in the 1999
period under discussion when compared to the 1998 comparable  period,  including
demand deposit growth of $17.9 million or 13.1%.  In total,  average  sources of
funds  increased $200 million or 20.2% period to period,  while the average cost
of interest  bearing funds  declined from 4.27% during the six months ended June
30, 1998 to 3.97% in 1999.

Uses of funds
Loans and investments were higher in 1999 by 8.8% and 38.1%,  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 $54.0  million or 21.0% in very active local  market.
Investment  growth also  focused in real estate  backed  obligations  as well as
other  asset-backed  securities.  Consistent  with market rates  generally,  and
particularly  in the investment  portfolio  where mortgage  refinancing  reduced
earnings on CMOs, the average yield on earning assets  declined to 6.61% for the
six months ended June 30, 1999 from the 7.42% reported for the comparable period
in 1998.

Net interest income

Net interest  income was $18.9 million for the six months ended June 30, 1999 as
compared to $18.4 million for the same period in 1998, up 2.65%.  The spread and
net  interest  margin  ratios  were 2.64% and 3.30%,  respectively,  for the six
months ended June 30, 1999 as compared to 3.15% and 3.93%, 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 18,
the company's net interest income improved on volume increases but declined as a
result of the narrower spread during the first six months of 1999 as compared to
the same period in 1998.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

Provision for possible loan losses

No  provisions  were made to the  reserve  for  possible  loan losses in the six
months ended June 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 $8.7 million for the six months ended June 30, 1999,
up $1.1  million or 14.0%  compared to the $7.6 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.  The latter,  which
reflect a strong start to the tourist season in our  marketplace,  are partially
offset by increased expenses, as discussed below.

Non-interest expenses

During the first half of 1999, non-interest expenses totaled $17.0 million, $492
thousand or 2.98% greater than the expenses of the comparable  period last year.
Salaries  and  benefits,  the largest  combined  category of expense,  rose $550
thousand or 7.0% to total $8.4 million for the first six months of 1999.  Credit
card processing  expense  increased $264 thousand in conjunction with strong fee
income growth while  virtually all other expense  categories were very near 1998
levels, and in accordance with the Company's expectations.

Income taxes

The  combined  State and Federal  income tax expense of $3.8 million for the six
months ended June 30, 1999 nearly equaled the $3.8 million recorded for the same
period in 1998, primarily reflecting the year-to date impact of the newly formed
CCBT Preferred Corp, a real estate  investment trust subsidiary of the Company's
subsidiary bank, Cape Cod Bank and Trust Company.  (See "General",  page 8.) The
combined  effective  State and Federal  tax expense  declined to 36.2% of pretax
income in the first half of 1999 reflecting the year-to-date impact of the state
tax savings  brought  about by the real estate  investment  trust.  The combined
effective tax rate was 39.9% of pretax net income for the first half of 1998.

Net income

Consolidated  net income was $6.8  million  representing  earnings  per share of
$0.75 for the six months  ended June 30,  1999 as  compared  to $5.7  million or
$0.63 per share for the  comparable  six months ended June 30, 1998.  Annualized
returns  on  average   assets  and   average   equity  were  1.14%  and  16.25%,
respectively,  for the six months  ended June 30,  1999 as compared to 1.16% and
14.97%, respectively, for the six months ended June 30, 1998.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (cont'd.)

                                    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.

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

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 June 30, 1999,  testing is virtually  complete on those systems
that the Bank  considers to be critical or high risk.  Final testing is expected
to be completed  during the summer of 1999. In addition to this testing process,
contingency  plans are being  developed for processing of the Bank's work in the
event of failure of any of these systems.

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  expects to
continue to maintain a liquid  investment  portfolio to meet any unusual deposit
outflows.

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
Bancorp  believe that their  responses  to the Year 2000 issue are  appropriate,
neither the Bank nor Bancorp can guarantee their Year 2000  readiness,  nor that
of material vendors or customers,  nor the effectiveness of contingency plans in
the event of a failure in any of the Bank's computer systems.


ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

For a  discussion  of the  Company's  management  of market risk  exposure,  see
"Asset/Liability  Management"  in Item 2 of Part I of this report and Item 7A of
Part II of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
December 31, 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 June 30, 1999 from those  presented in the
Company's 1998 Annual Report.
<PAGE>
PART II  OTHER INFORMATION
ITEM 1.  Legal proceedings

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

ITEM 2.  Changes in securities and use of proceeds

Not applicable

ITEM 3.  Defaults upon senior securities

Not applicable

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

The Company's  annual  meeting of  stockholders  was held on April 22, 1999 (the
"Annual Meeting").  The presence,  in person or by proxy, of at least a majority
of the total number of issued and  outstanding  shares of the  Company's  common
stock, $2.50 par value (the"Common Stock"), was necessary to constitute a quorum
for the  transaction  of business at the Annual  Meeting.  There were  9,061,064
shares of Common Stock issued,  outstanding  and eligible to vote as of March 8,
1999. A total of 7,409,118.914  shares of Common Stock were present in person or
by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, the stockholders elected the following two individuals as
Directors of the Company to serve until the 2002 annual meeting of stockholders,
with the  following  votes  cast:

                                                           BROKER  NON-VOTES
     NOMINEE                FOR              WITHHELD       AND ABSTENTIONS
     -------                ---              --------       ---------------
George  D.  Denmark     7,316,208.707       92,910.207              0
William C. Snow         7,294,598.205      114,520.709              0

The following  additional  Directors of the Company continued as Directors after
the Annual  Meeting:  John F.  Aylmer,  Palmer  Davenport,  John Otis Drew,  and
Stephen B. Lawson.

ITEM 5.  Other information

Not applicable
<PAGE>
PART II  OTHER INFORMATION
ITEM 6.  Exhibits and Reports on Form 8-K

               (a) Exhibits

               Exhibit Description
                       27 Financial data schedule

               (b) Reports on Form 8-K

                      No reports on Form 8-K were  filed by the  Company  during
                      the three month period ended June 30, 1999.

EXHIBIT INDEX

                           Exhibit                 Description
                             27              Financial data schedule


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


                                   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 Bancorp, Inc.
                                     ------------------
                        Date:        August 10, 1999
                                     ---------------
                        /s/ Stephen B. Lawson
                        ---------------------
                        Stephen B. Lawson, President and Chief Executive Officer


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