U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

[X]     Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934. 

For the Fiscal Year ended March 31, 1997.

                        Commission File number: 811-0969

                    The First Connecticut Capital Corporation
             (Exact name of Registrant as Specified in its Charter)

      Connecticut                                            06-0759497
(State of Incorporation)                                 (IRS Employer
                                                         Identification No.)

1000 Bridgeport Avenue, Shelton, Connecticut                   06484
  (Address of principal executive offices)                    Zip Code

                  Registrant's telephone number (203) 944-5400

      Securities registered under Section 12(b) of the Exchange Act: NONE

                 Name of each exchange on which registered: NONE

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

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year:  $791,000

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of May 12, 1997 based on the closing sales price of such stock on
such date was approximately $408,000.

Check whether the registrant has filed all documents and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [   No [ ]

The number of shares outstanding of the registrant's  common stock as of May 12,
1997 was 1,173,382.

                      DOCUMENTS INCORPORATED BY REFERENCE:
The following  documents are hereby incorporated by reference into the following
Parts of this Form 10-KSB:  (1) financial  statements and Independent  Auditors'
Report for the fiscal  years ended March 31,  1997 and 1996 is  incorporated  by
reference into Part II Item 7.
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

         The  First  Connecticut  Capital  Corporation  (the  "Corporation")  is
engaged in the  mortgage  banking  business,  which  involves  the  origination,
purchase,  sale and  servicing  of  mortgage  loans  secured by  residential  or
commercial real estate.  The  Corporation's  revenues  consist of loan servicing
fees, loan origination  fees,  interest on mortgage loans held prior to sale and
gains from the sale of loans and mortgage servicing rights. Mortgage loans which
are originated or purchased by the Corporation may be resold.

         The  Corporation  also  engages  in  mortgage  servicing,  of  its  own
Portfolio Loan Program,  which includes the  processing  and  administration  of
mortgage loan  payments,  remitting  principal and interest to  purchasers.  The
Corporation   also  monitors   delinquencies,   collects   late  fees,   manages
foreclosures,   processes   prepayments  and  loan  assumption  fees,   provides
purchasers with required reports, and answers borrowers' inquiries. Although the
Corporation  plans,  from  time to  time,  to  sell a  portion  of its  mortgage
servicing  rights,  it  intends  to  build  the size of its  mortgage  servicing
portfolio by retaining the  servicing  rights from a large share of its mortgage
loan  originations.  As of May 1, 1997, the Corporation  services a portfolio of
approximately $10,960,000 consisting mostly of mortgage loans which were sold by
the Corporation to GF Mortgage  Corporation,  a subsidiary of Gruntal  Financial
Corporation,  a subsidiary of The Home  Insurance  Corporation,  on December 15,
1993 as described  below.  In addition the Company also  services its  Portfolio
Loan  Program,  which is  $3,700,000,  representing  an increase of 79% from the
prior  period.  On April 19,  1996,  GF Mortgage  Corporation  was sold to Walsh
Acquisition Company also known as Walsh Securities.

History

         The  Corporation   (formerly  The  First   Connecticut  Small  Business
Investment  Company)  was  incorporated  on May 6, 1960 as a federally  licensed
small business  investment  company under the Small  Business  Investment Act of
1958 and was registered as an investment  company under the  Investment  Company
Act of 1940. The Corporation's  business consisted of providing  long-term loans
to finance the growth, expansion and development of small business concerns.

         On August 15, 1990, the  Corporation  filed a petition for relief under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court.
On October 18, 1991, the Corporation filed a plan of reorganization (the "Plan")
with the United States Bankruptcy Court. The Plan was confirmed as of January 9,
1992.  Under the Plan, the  Corporation was required to surrender its license to
operate as a small business investment company.

         On December 28, 1994 the United States  Bankruptcy Court issued a final
decree closing the Chapter 11 case of the Company.

         On June 29, 1993,  the  Corporation's  application  for  deregistration
under the  Investment  Company Act of 1940 was  approved by the  Securities  and
Exchange Commission.
<PAGE>
         On December 15, 1993, the  Corporation  sold  substantially  all of its
outstanding  investment  portfolio  to GF  Mortgage  Corporation  for an  amount
sufficient to settle  substantially  all of the Company's  liabilities under the
Plan. As part of this  transaction,  restrictions  under the Plan  regarding the
Corporation's lending activities were waived.

         The  Corporation  was  granted  a license  by the State of  Connecticut
Department   of   Banking   to  engage   in   business   as  a  First   Mortgage
Loan-Lender-Broker  on April 8, 1994.  The  Corporation  is also licensed by the
state of Connecticut as a Second Mortgage Lender/Broker.

         The  Corporation  was granted a license by the State of  Massachusetts,
Department of Banking, to engage in business as a Mortgage Lender.

Seasonality

         The Corporation's business and the mortgage banking industry as a whole
is generally  subject to seasonal  trends which  reflect a pattern of home sales
and  resales.  Loan  originations  typically  peak  during the spring and summer
seasons and decline from mid-November through January. Prior to January 1996 the
Corporation  focused its  efforts on  refinances  of  mortgages  on  residential
properties  which was generally the case throughout the industry.  Since January
1996,  the  Corporation  has  expanded  its  portfolio  Loan  Program to include
short-term mortgages for construction, remodeling and additions. These loans are
predominately secured by first mortgage liens on residential  properties and are
sold to qualified investors with fees retained for servicing.

Competition

         The Corporation competes with other mortgage bankers, mortgage brokers,
state and national banks,  thrift  institutions and insurance companies for loan
originations and purchases.  Many of its competitors have substantially  greater
financial  resources than the  Corporation.  The  Corporation  competes for loan
originations,  in part,  based on  price,  through  print and  electronic  media
advertising  campaigns,   by  telemarketing  to  potential  borrowers,   and  by
maintaining close  relationships with mortgage brokers,  real estate brokers and
builder-developers.

Regulation

         The  Corporation is not presently an approved  seller/servicer  for the
Government National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"),  or the Federal Home Loan Mortgage Corporation  ("FHLMC"),
nor is the Corporation an approved issuer and servicer under GNMA, FNMA or FHLMC
mortgage-backed  securities  programs.  The  Corporation  is  not  qualified  to
originate  mortgage  loans insured by the Federal  Housing  Administration  (the
"FHA") or partially  guaranteed by the Veterans  Administration  (the "VA"). The
Corporation   does  not  presently   intend  to  apply  for  such  approvals  or
qualifications.  Accordingly,  the  Corporation is not currently  subject to the
rules and regulations of these agencies with respect to originating, processing,
selling and servicing  mortgage loans,  but may become subject to such rules and
regulations should the Corporation become an approved issuer, seller or servicer
for any of these agencies. Such rules and regulations would, among other things,
prohibit  discrimination  and establish  underwriting  guidelines  which include
provisions  for  inspections  and  appraisals  and  require  credit  reports  on
prospective borrowers, and with respect to VA loans, fix maximum interest rates.
<PAGE>
         The Corporation's  mortgage loan origination  activities are subject to
the Equal Credit  Opportunity  Act, the Federal  Truth-In-Lending  Act, the Real
Estate  Settlement  Procedures Act and the  regulations  promulgated  thereunder
which prohibit  discrimination and require the disclosure of certain information
to borrowers concerning credit and settlement costs.  Additionally,  the sale of
mortgage  loans by the  Corporation  to purchasers  may be subject to applicable
federal and state securities laws.

         There are  various  state laws  affecting  the  Corporation's  mortgage
banking operations, including licensing requirements and substantive limitations
on the interest and fees that may be charged.  The  Corporation is in possession
of all required  licenses in those states in which it does business that require
such licenses, except where the absence of such licenses are not material to the
business and operations as a whole.  States have the right to conduct  financial
and regulatory audits of the loans under their jurisdiction.

Personnel

         As of May 1, 1997, the  Corporation had 5 full-time  employees,  all of
whom were employed at the  Corporation's  headquarters in Shelton,  Connecticut.
The Corporation believes that its relations with its employees are good.

Investment Policies

         (i)      Investments in real estate - The  Corporation  does not invest
                  in real  estate or  interests  in real  estate but may acquire
                  real  estate by  foreclosure  of  mortgage  loans owned by the
                  Corporation or by deed in lieu of foreclosure.  Primarily such
                  properties   would   consist  of  1-4  family   dwellings   or
                  undeveloped acreage. The Corporation does not intend to own or
                  operate  properties for an extended  period of time but rather
                  its policy is to sell such  properties at fair market value as
                  soon as possible.

         (ii)     Investments in real estate mortgages - The Corporation intends
                  to originate  first or second real estate  mortgages  and sell
                  certain  of  these   mortgages   immediately   to   interested
                  purchasers,  retaining  the  application  fees  and  servicing
                  rights.  Maturities  of mortgages not sold will range from one
                  to five years.

         (iii)    The  Corporation  currently  does not  intend to invest in the
                  securities  of, or interests in, persons or entities which are
                  primarily engaged in real estate activities.

ITEM 2.  DESCRIPTION OF PROPERTY

         During  the  current  year  the   Corporation  has  relocated  to  1000
Bridgeport Avenue, Shelton,  Connecticut.  The office contains 1,772 square feet
of space  which the  Corporation  currently  leases from an  unaffiliated  party
pursuant to a 5 year lease expiring December 31, 2002.

ITEM 3.  LEGAL PROCEEDINGS

         The   Corporation   is  involved  in  litigation   and   administrative
proceedings  primarily  arising in the  normal  course of its  business.  In the
opinion of management,  the Corporation's  liability,  if any, under any pending
litigation  or  administrative   proceeding  would  not  materially  affect  its
financial condition or results of operations.
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS.

         The Corporation's common stock is traded over the counter, and the high
(bid) and low (asked) prices of the Corporation's  stock are quoted in the "pink
sheets" published by the National Quotation Bureau, Inc.

         Following are the high and low bid prices for the Corporation's  common
stock  during the fiscal  years ended March 31, 1997 and 1996  according  to the
"pink sheets" published by the National Quotation Bureau, Inc.
<TABLE>
<CAPTION>
                                                High                        Low
                                                ----                        ---
<S>                                           <C>                        <C>
         1996
         First Quarter                        $1.1250                    $1.6250
         Second Quarter                         .6875                      .2500
         Third Quarter                          .5000                      .2500
         Fourth Quarter                         .5000                      .3750

         1997
         First Quarter                       $  .5625                    $ .5000
         Second Quarter                         .5625                      .4375
         Third Quarter                          .4375                      .3125
         Fourth Quarter                         .3125                      .2500
</TABLE>
         The  approximate  number of  stockholders of record on May 12, 1997 was
1,338  and  the   Corporation   estimates  that  it  has   approximately   1,400
shareholders.  The closing bid  quotation of the  Corporation's  Common Stock on
that date was approximately 20 cents. The Corporation has not paid any dividends
on its Common Stock since April 27, 1990. The Corporation  currently  intends to
retain earnings,  when achieved, for use in its business and does not anticipate
paying cash dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                  
Results of Operations

         The Corporation had a net loss of $230,000 for the year ended March 31,
1997  compared to a net loss of $604,000 for the year ended March 31, 1996.  The
decrease of $379,000 is primarily  due to an increase in loan  origination  fees
and a  non-recurring  management fee of $150,000.  Included in the loss for this
period was a non-recurring  recovery of $24,000 representing a legal settlement,
and non-recurring  collection  expenses of $150,000  representing  taxes on sold
loans. After considering this one time charge, collection expense decreased from
1996.

         Total  interest  income  for 1997 was  $103,000  as  compared  to total
interest income for 1996 of $129,000 a decrease of $26,000 or 20%. This decrease
was a result of loan payoffs and a decrease in unaccrued  interest  collected on
non-performing loans.
<PAGE>
         Other  operating   expenses  for  1997  was  $814,000  as  compared  to
$1,025,000  in 1996, a decrease of 211,000 or 26%.  This  decrease was primarily
due to the decrease in other salaries,  professional  services, and amortization
of servicing  rights,  representing a decrease in staff and legal costs.  During
1997, the Corporation has continued to reduce overall operating expenses.

         The amortization of servicing rights has decreased $198,000 or 92% from
$215,000 in 1996 to $17,000 in 1997  primarily  as a result of fewer  payoff and
disposals in the portfolio.  Professional services decreased $42,000 or 72% from
$58,000 in 1996 to $16,000 in 1997  primarily as a result of a decrease in legal
costs.

Plan of Operation

         The  Corporation  is engaged in the mortgage  banking  business,  which
involves the origination, purchase, sale and servicing of mortgage loans secured
by residential or commercial real estate.

Liquidity and Capital Resources

         At  March  31,  1997  and  1996,  the  Corporation  had  cash  and cash
equivalents of $211,000 and $430,000, respectively.

         The Corporation currently anticipates that during the year ending March
31, 1998,  its  principal  financing  needs will consist of funding its mortgage
loans held for sale (see Note 8 of Financial  Statements),  the ongoing net cost
of mortgage loan originations and cash flow used in operations. Future cash flow
requirements will depend primarily on the level of the Corporation's  activities
in originating and selling  mortgage loans, as well as cash flow required by its
operations.   Although  the  Corporation  anticipates  increased  activities  in
originating  mortgage loans,  the difficulties  experienced  within the relevant
economic markets still exist and there are no assurances that increased activity
will  occur.  Consequently,  as a  means  to  provide  further  cash  flow,  the
Corporation  has expressed a willingness to liquidate  certain current assets in
its portfolio and believes that a market exists for those assets.

         The  Corporation  continues to investigate  and pursue  alternative and
supplementary  methods to financing its  operations and to support the growth of
the Corporation.

         The  Corporation  believes that cash on hand and  internally  generated
funds will be  sufficient  to meet its  corporate,  general  and  administrative
working  capital and other cash  requirements  during the year ending  March 31,
1998. The Corporation took certain steps during the year ended March 31, 1996 to
decrease its cash flow requirements for the years ended March 31, 1997 and 1996.
Those  steps  included a  management  salary  reduction  and a  restatement  and
termination of the pension plan.  Management also believes  additional steps can
be taken if necessary.

         The Corporation did not have any material capital  commitments at March
31, 1997.

Inflation

         Inflation will affect the Corporation most significantly in the area of
loan  originations.  Interest  rates  normally  increase  during periods of high
inflation and decrease during periods of low inflation.
<PAGE>
Accounting Pronouncements

         New  Accounting  Pronouncements  -  In  February  1997,  the  Financial
Accounting  Standards Board issues Statement of Financial  Accounting  Standards
No. 128 ("SFAS No. 128"),  "Earnings per Share," which establishes new standards
for the  computation  and  disclosure  of  earning  per share  ("EPS").  The new
statement requires dual presentation of "basic" EPS and "diluted" EPS. Basic EPS
is based on the weighted  average  number of common shares  outstanding  for the
period,  excluding any dilutive common shares equivalents.  Diluted EPS reflects
the potential dilution that could occur if securities or other contract to issue
common stock were  exercised or converted.  This statement will be effective for
issuance of the  Corporation's  March 31, 1998 10-KSB.  The Corporation does not
expect  this  statement  to have an impact on  reported  net loss per share when
adopted.

New Offering

         The  Corporation  has  formed  a  Limited  Partnership  known  as First
Connecticut  Capital  Mortgage  Fund A,  Limited  Partnership  as to  which  the
Corporation  is the  General  Partner.  The intent of this new entity is to sell
units in the Limited  Partnership to investors in a private  placement,  up to a
maximum of $5 million in $50,000  units for the purpose of funding a  short-term
Portfolio Loan Program for the Limited Partnership. The limited partners will be
limited  to  investors  who  qualify  as  "Accredited  Investors"  as defined in
Regulation D,  promulgated  under the Securities Act of 1933. This program would
generate  income to the  Corporation  in the form of loan  origination  fees and
servicing fees in excess of a guaranteed  income return to the limited  partners
in connection with mortgage loans that would be made by the Limited  Partnership
from the funds invested by the limited  partner.  A copy of the offering memo is
available upon request.

ITEM 7.  FINANCIAL STATEMENTS

         The following  report and financial  statements of the  Corporation are
contained.

         Independent Auditors' Report - Page 1

         Balance Sheets as of March 31, 1997 and 1996 - Page 2 

         Statements of Operations for the years ended March 31, 1997 and 1996 -
         Page 3 

         Statements of Changes in  Stockholders' Equity for the years ended
         March 31, 1997 and 1996 - Page 4 

         Statements of Cash Flows for the years ended March 31, 1997 and 1996 - 
         Page 5

         Notes to Financial Statements - Page 6 

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         The  Corporation has not changed  accountants in the twenty-four  month
period prior to March 31, 1997.  No  disagreements  on  accounting  or financial
disclosure practices occurred during the fiscal year ended March 31, 1997.
<PAGE>
                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                   COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers of the Registrant

         The directors and executive  officers of the  Corporation  as of May 1,
1997 are as follows:
<TABLE>
<CAPTION>
Names                      Age                Present Position
-----                      ---                ----------------
<S>                        <C>                <C>
James M. Breiner           79                 Chairman of the Board of Directors
                                              and Treasurer

David Engelson             76                 President and Director

Louis I. Cohen             76                 Director

Edward Ardolino            76                 Director


Mario D'Addario            77                 Director

Edward M. Freda            73                 Director

Lawrence R. Yurdin         57                 Vice President and Director

Priscilla E. Ottowell      50                 Secretary and Controller
</TABLE>

         James M. Breiner,  Director of the Corporation since 1960.  Chairman of
the Board and Treasurer of the  Corporation;  Director of State Street  Mortgage
Company.

         David Engelson,  Director of the Corporation  since 1960.  President of
the Corporation; Director of State Street Mortgage Company.

         Louis I. Cohen,  Director of the  Corporation  since 1968.  Director of
State Street Mortgage Company.

         Edward Ardolino,  Director of the Corporation since 1960. President and
CEO of Aerospace Coating Systems, Inc.

         Mario D'Addario,  Director of the Corporation since 1976.  President of
Mario D'Addario Buick, Inc.

         Edward M.  Freda,  Director  of the  Corporation  since  1979.  Retired
Executive Vice President of People's Bank, Bridgeport, Connecticut.
<PAGE>
         Lawrence  R.   Yurdin,   Director  of  the   Corporation   since  1986.
Vice-President  of the  Corporation;  employed  by the  Corporation  in  various
capacities since 1970; Director of State Street Mortgage Company.

         Priscilla E. Ottowell,  elected  Secretary of the  Corporation on April
12, 1995. Employed by the Corporation as Controller since 1985.
 
         Each of the directors  holds office for a term of one year, and until a
successor has been chosen and qualified.  Directors,  except Messrs. J. Breiner,
D.  Engelson and L.  Yurdin,  receive an annual fee of $3,600 for serving on the
Board.

         Mr.  Lawrence  R.  Yurdin  is the  son-in-law  of Mr.  David  Engelson,
President and a Director of the Corporation.

         Mr.  Steven  Breiner,  formerly a Director  and  Vice-President  of the
Corporation,  resigned all offices and  terminated his employment as of February
28, 1997.

ITEM 10. EXECUTIVE COMPENSATION

         The following summary compensation table sets forth certain information
regarding  the annual and  long-term  compensation  of Lawrence R.  Yurdin,  who
performs  the  function of Chief  Executive  Officer,  for the last three fiscal
years.  No officers of the  Corporation  received  salary and bonus in excess of
$100,000.
<TABLE>
<CAPTION>
                                                SUMMARY COMPENSATION TABLE

                                       Annual Compensation                           Long Term Compensation
                           --------------------------------------------    ---------------------------------------------
                                                                                          Awards     Payouts
                                                                                          ------     -------
                                                                Other
                                                                Annual     Restricted    All Other
   Name and                                                     Compen-      Stock       Options/      LTIP      Compen-
   Principal                 Year           Salary    Bonus     sation       Awards        SARs      Payouts     sation
   Position                  Ended            ($)      ($)        ($)         ($)          (#)         ($)         ($)
   --------                  -----            ---      ---        ---         ---          ---         ---         ---
<S>                         <C>             <C>         <C>        <C>       <C>            <C>        <C>         <C>
Lawrence R. Yurdin          03/31/97        $54,997      0         0         None           0          None         0
 Vice-President and         03/31/96        $50,957      0         0         None           0          None         0
 Director                   03/31/95        $78,343      0         0         None           0          None         0
</TABLE>
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

Security Ownership of Certain Beneficial Owners

         The  following  tables  list the  beneficial  owners  of more than five
percent of the Corporation's  Common Stock and the shares  beneficially owned by
all directors and executive officers of the Corporation as of March 31, 1997 :
<TABLE>
<CAPTION>

Name and Address of                         Amount and Nature of
Beneficial Owner                                Beneficial Owner               Percent
----------------                                ----------------               -------
<S>                                                 <C>                         <C>
Robert E. Humphreys                                 114,900                     9.792
64 Alcott Street
Acton, MA  01720
 
 
 
<CAPTION>
Security Ownership of Management

Name of                                     Amount and Nature of
Beneficial Owner                                Beneficial Owner               Percent
----------------                                ----------------               -------
<S>                                                  <C>                        <C>
James M. Breiner                                      2,572(i)                   .220
David Engelson                                       43,605                     3.716
Louis I. Cohen                                        8,351                      .712
Edward Ardolino                                       3,741                      .319
Mario D'Addario                                       3,860                      .329
Edward M. Freda                                         131                        -
Lawrence R. Yurdin                                   20,000                     1.704
Priscilla E. Ottowell                                 2,681                      .228

All directors and executive officers
 as a group (nine persons)                           84,941                     8.320
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                          TRANSACTIONS WITH MANAGEMENT


         Five (5) directors and officers of the  Corporation  are also directors
and  officers of State  Street  Mortgage  Company,  which makes first and second
mortgage loans to commercial and  residential  borrowers.  State Street Mortgage
Company  is in the  process  of  liquidation  and  does  not  compete  with  the
Corporation.


(i) Includes 2,272 shares owned by the Estate of William  Breiner,  of which Mr.
Breiner is the  administrator.  Mr. Breiner has sole voting and investment power
with respect to these shares.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  (10.2)   Asset Management and Loan Servicing Agreement with GF
                           Mortgage   Corp.   now  known  as  Walsh   Securities
                           (incorporated  by reference to Exhibit 7(c)(l) to the
                           Current  Report on Form 8-K filed by the  Corporation
                           with  the  Securities  and  Exchange   Commission  on
                           December 29, 1993).

                  (99)     Independent Auditors' Report and Financial Statements

         (b)      Reports on Form 8-K.

                  No  reports on Form 8-K were filed  during the  quarter  ended
                  March 31, 1997.
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                            THE FIRST CONNECTICUT CAPITAL
                                            CORPORATION


Date: June 30, 1997                         By: /s/David Engelson
                                                ----------------- 
                                                David Engelson
                                                President


Date: June 30, 1997                         By: /s/Priscilla E. Ottowell
                                                ------------------------
                                                Priscilla E. Ottowell
                                                Secretary and Controller

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: June 30, 1997                             /s/James M. Breiner
                                                -------------------
                                                James M. Breiner
                                                Chairman and Treasurer

Date: June 30, 1997                             /s/David Engelson
                                                -----------------
                                                David Engelson
                                                President and Director

 
Date: June 30, 1997                             /s/Louis I. Cohen
                                                -----------------
                                                Louis I. Cohen
                                                Director

Date: June 30, 1997                             /s/Edward Ardolino
                                                ------------------
                                                Edward Ardolino
                                                Director

Date: June 30, 1997                             /s/Mario D'Addario
                                                ------------------
                                                Mario D'Addario
                                                Director

Date: June 30, 1997                             /s/Edward M. Freda
                                                ------------------
                                                Edward M. Freda
                                                Director
<PAGE>
Date: June 30, 1997                             /s/Lawrence R. Yurdin
                                                ---------------------
                                                Lawrence R. Yurdin
                                                Vice-President and Director

Date: June 30, 1997                             /s/Priscilla E. Ottowell
                                                ------------------------
                                                Priscilla E. Ottowell
                                                Secretary and Controller