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

     Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the Fiscal Year ended MARCH 31, 2001.

                        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. [ X ]

Registrant's revenues for its most recent fiscal year:  $996,000

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of April 30, 2001 based on the closing sales price of such stock
on such date was approximately $683,000

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 April
30, 2001 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 as of and for the fiscal
years ended March 31, 2001 and 2000, and Independent Auditors' Report is
incorporated by reference into Part II Item 7.



<PAGE>



                                TABLE OF CONTENTS


PART I                                                                     PAGE

           Item 1 - Description of Business............................... 1 - 4

           Item 2 - Description of Property...............................   4

           Item 3 - Legal Proceedings.....................................   4

           Item 4 - Submissions of Matters to a Vote of Security Holders..   4


PART II

           Item 5 - Market for Common Equity and
                         Related Stockholder Matters. .................... 4 - 5

           Item 6 - Management's Discussion and Analysis of Financial
                         Condition and Results of Operations.............. 5 - 8

           Item 7 - Financial Statements..................................   8

           Item 8 - Changes in and Disagreements With Accountants
                         on Accounting and Financial Disclosure...........   8


PART III

           Item 9 - Directors, Executive Officers, Promoters
                         and Control Persons; Compliance with
                         Section 16(a) of the Exchange Act................ 8 - 9

           Item 10 - Executive Compensation...............................9 - 10

           Item 11 - Security Ownership of Certain Beneficial Owners and
                          Management......................................  10

           Item 12 - Certain Relationships and Related Transactions.......  11

           Item 13 - Exhibits and Reports on Form 8-K.....................  11


SIGNATURES................................................................  12


                                     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 and 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 April 30, 2001, the Corporation serviced a total portfolio of
approximately $13,462,000, as listed below:

      Portfolio Loan Program                              $ 8,316,000
      First Connecticut Capital Mortgage Fund A             5,000,000
      Greenwich Capital Financial Corporation                 146,000
                                                         -------------
                                                          $13,462,000

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 June 29, 1993, the Corporation's application for deregistration
under the Investment Company Act of 1940 was approved by the Securities and
Exchange Commission.
                                        1
           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.

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

           During this fiscal year the Corporation has elected not to renew its
license in the State of Massachusetts.

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, as well as
bridge financing. These loans are predominately collateralized by first mortgage
liens on residential properties and are sold to qualified investors, the limited
partnership as defined below or assigned to Hudson United Bank under its credit
line facility 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,
builder-developers, accountants and attorneys.

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

                                        2


<PAGE>


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.

           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 April 30 2001, the Corporation had 5 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 unimproved building sites. 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 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.


                                        3


<PAGE>


           (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

           The Corporation is located at 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

           None.

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

                     Form 8-K

                                     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
NASDAQ Electronic Bulletin under the symbol FCCC.

           Following are the high and low bid prices for the Corporation's
common stock during the fiscal years ended March 31, 2001 and 2000 according to
the NASDAQ Electronic Bulletin.
                                           HIGH               LOW
                                           ----               ---
    2001
    ----
First Quarter                          $    .550         $    .400
Second Quarter                              .590              .400
Third Quarter                               .670              .570
Fourth Quarter                              .640              .600

                                           HIGH               LOW
                                           ----               ---
    2000
    ----
First Quarter                          $    .750         $    .350
Second Quarter                              .780              .650
Third Quarter                               .900              .760
Fourth Quarter                              .875              .560



                                        4


<PAGE>

          The approximate number of stockholders of record on April 30, 2001 was
1,130 and the Corporation estimates that it has a total of approximately 1,400
beneficial shareholders. The closing bid quotation of the Corporation's Common
Stock on that date was approximately 64 cents. The Corporation has not paid any
dividends on its Common Stock since April 27, 1990. The Corporation currently
intends to retain earnings, for use in its business and does not anticipate
paying cash dividends in the foreseeable future.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

RESTATEMENT
-----------

           The Corporation's management has restated the 10-KSB for the fiscal
year ended March 31, 2001, based on information obtained after the close of the
Corporation's fiscal year. This restatement related to the adjustment of certain
loan values which were adjusted to reflect current market values as of March 31,
2001. The effects of this restatement for the year ended March 31, 2001 was to
increase the provision for loan losses and to reduce net income and
shareholders'equity by $520,000 from the previously reported results.

RESULTS OF OPERATIONS
---------------------

           The Corporation had net loss of $313,000 for the year ended March 31,
2001 compared to a net income of $134,000 for the year ended March 31, 2000.
This decrease of $447,000 is due primarily by the increase of $555,000 in the
provision for loan losses, an increase of $89,000 of interest paid on the
Corporation's line of credit, the increase in amortization of servicing rights
of $61,000, the decrease in the income tax provision (benefit) of $138,000.
These were off set by the increase of $125,000 collected in servicing fees and
the decrease of $326,000 note receivable losses for the year ended March 31,
2001.

           Total interest and fee income for the year ended March 31, 2001 was
$526,000 as compared to $509,000 for the year ended March 31, 2000, an increase
of $17,000 or 3%. This increase was primarily due to an increase in origination
fees collected by the Corporation, due to an increase in the number and dollar
amount of mortgage loans originated and funded by the Corporation. Management
attributes the increase to its successful marketing of its knowledge of
construction and real estate lending, its ability to service loan demand from
homebuilders, remodelers and developers and the generally favorable climate for
the construction industry.

           For the year ending March 31, 2001, the Corporation recorded a
provision for loan loss of $555,000, to adjust the allowance for loan losses to
adequately absorb decreases in loan values based on the portfolio valuation
company. Within the Corporation's portfolio are three (3) loans that were
originated in the early 1980's. Due to the nature of the collateral (which has
extensive environmental issues associates with it) as well as other negative
factors, the Clayton Group, a nationally recognized loan portfolio appraisal
company, has evaluated these three (3) loans as having a fair value of $81,000.

                                        5


<PAGE>


           Future cash flows from these loans may exceed the $81,000 net book
value at March 31, 2001, however the loans have been written down to the fair
value, as these loans are collateral dependent in nature.

           For the year ended March 31, 2000, the Corporation recorded a $44,000
reduction to the allowance for loan losses, representing the payoff of a loan,
and the reversal of specific reserves attributable to the modification of an
existing portfolio loan and the payoff of another loan.

           For the year ended March 31, 2001, the Corporation recognized $71,000
in net gains on loans held for sale compared to $140,000 for the year ended
March 31, 2000. This decrease is due to the increases in the number and dollar
amount of mortgage loans originated, sold and serviced by the Corporation and
the need to hire an additional employee, to cover the additional volume.

           Total operating expenses for the year ended March 31, 2001 were
$553,000 as compared to $864,000 for the year ended March 31, 2000, a decrease
of $311,000 or 36%. The decrease was primarily due to the write-off of a note
receivable loss of $326,000 in the prior year of March 31, 2000, a decrease of
$37,000 of professional fees and a decrease of $6,000 of stock record and other
financial expenses. This decrease was offset by an increase in officer salaries
and other salaries, amortization of mortgage servicing rights, and employee and
general insurance benefits.

           A net income tax provision of $5,000 was recorded for the year ended
March 31, 2001, as compared to $133,000 tax benefit for the year ended March 31,
2000, which primarily reflects the current provision and the reduction of the
valuation allowance against net operating loss carryforwards (NOLS), based on
management's assessment of the amount of NOLS that will be more likely than not
be realized based on current and projected profitability.

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.

           The Corporation continues to seek ways to reduce expenses while at
the same time increase market activity of its products and services. Management
plans to continue to actively pursue strategic acquisitions or mergers of other
finance companies in order to implement its business plan. The Corporation has
also engaged the services of an investment advisor to assist in maximizing
stockholder value. In this connection, certain members of the Corporation's
management (including certain members of the board of directors) have indicated
they may be interested in purchasing the operating assets of the Company. The
Board of Directors has indicated that it would consider such a proposal when and
if specific proposed terms and conditions are presented.

                                        6


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

           At March 31, 2001 and 2000, the Corporation had cash and cash
equivalents of $232,000 and $327,000, respectively.

           On December 15, 2000, the Corporation closed its third Commercial
Line of Credit with The Hudson United Bank (formerly Lafayette American Bank &
Trust Company). This $3,000,000 line of credit is for a term of one year at an
interest rate of 2.5% over the Wall Street Prime Rate. This line is
collateralized by an assignment of notes and mortgages equal to the amount of
the loan. At March 31, 2001, and March 31, 2000 there was $2,320,000 and
$1,718,000 advanced on this line of credit, respectively. As a result of the
restated March 31, 2001 financial statements the Corporation was in violation of
two financial covenants as of March 31, 2001. The covenants in violation under
the line of credit agreement are:

     a.)   Debt to worth ratio of 1 to 1.
     b.)   Net worth requirement of $2,000,000.

            The bank has wave these financial covenants violations for the year
ended March 31, 2001 and it is expected that the line of credit will be renew by
the end of February 2002. The line of credit is currently extended to April 1,
2002.

            The Corporation is hopeful that this established long-term
conventional banking relationship that will continue to grow and enable the
Corporation to increase its volume of business.

           The Corporation currently anticipates that during the year ending
March 31, 2002, its principal financing needs will consist of funding its
mortgage loans held for sale and the ongoing net cost of mortgage loan
originations. The Corporation believes that cash on hand, internally generated
funds and availability on its new line of credit will be sufficient to meet its
corporate, general and administrative working capital and other cash
requirements during the year ending March 31, 2002. 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. If construction loan demand continues to increase, the Corporation
will require additional cash to service those requirements. Due to the
aforementioned line of credit, the Corporation feels it will be able to meet
these cash requirements. The Corporation also continues to decrease its cash
flow requirements by monitoring all expenses.

           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 did not have any material capital commitments at
March 31, 2001.

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.

                                        7


<PAGE>


ACCOUNTING PRONOUNCEMENTS
-------------------------

           NEW ACCOUNTING PRONOUNCEMENTS - In 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended in June 1999 by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133".
This statement establishes accounting and reporting standards for derivative
instruments and for hedging activities.

It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those assets and
liabilities at fair value. This statement is effective for the fiscal years
beginning after June 15, 2000. Management does not believe that adoption of this
standard will significantly impact the Corporation's financial statements.

PARTNERSHIP
-----------

           On March 21, 1997, the Corporation formed a Limited Partnership known
as First Connecticut Capital Mortgage Fund A, Limited Partnership (the "Limited
Partnership") of which the Corporation is the General Partner. The purpose of
this 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 are restricted to investors who qualify as
"Accredited Investors", as defined in Regulation D, promulgated under the
Securities Act of 1933. This program generates income to the Corporation in the
form of loan origination fees and servicing fees in excess of a stipulated
income returns to the limited partners in connection with mortgage loans that
would be purchased by the Limited Partnership from the funds invested by the
limited partner. As of April 30, 2001, the Corporation sold 100 units in the
Partnership. A copy of the offering memo is available upon request.

           The Corporation is in the process of establishing a second private
placement offering to be known as First Connecticut Capital Mortgage Fund B,
Limited Partnership (the "Limited Partnership Fund B") of which the Corporation
is the General Partner. The purpose of the new Limited Partnership Fund B is to
sell units to investors in a private placement, up to a maximum of $5 million in
$50,000 units, for the purpose of supplying additional funding to a short-term
Portfolio Loan Program. The partners will also be limited to investors who
qualify as "Accredited Investors."

ITEM 7.    FINANCIAL STATEMENTS

           The Corporations financial statements as of and for the years ended
March 31, 2001 and 2000 are incorporated herein by reference and are attached
hereto as Exhibit 13.

           Independent Auditors' Report - Page 1
           Balance Sheets, March 31, 2001 and 2000 - Page 2
           Statements of Income, years ended March 31, 2001 and 2000 - Page 3

                                        8



<PAGE>

           Statements of Changes in Stockholders' Equity, years ended March 31,
              2001 and 2000 - Page 4
           Statements of Cash Flows, years ended March 31, 2001 and 2000 - Page
           5 Notes to Financial Statements - Page 6 - 11

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

           On December 21, 2000 the Corporation filed Form 8-K as to the Changes
in Registrant's Certifying Accountant. There were no disagreements between the
Corporation and its previous accountants for the audits of the last two fiscal
years.

                                    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 April
30, 2001 are as follows:

  NAMES                        AGE                PRESENT POSITION
  -----                        ---                ----------------

David Engelson                 80             Chairman of the Board of Directors

Lawrence R. Yurdin             61             President, CEO and Director

Jan E. Cohen                   44             Director

Thomas D'Addario               49             Director

Ronald Farrell                 56             Director

Michael L. Goldman             40             Assistant Secretary and Director

Priscilla E. Ottowell          54             Secretary and Controller


           David Engelson, Director of the Corporation since 1960. Chairman of
the Board of the Corporation.

           Lawrence R. Yurdin, Director of the Corporation since 1986. President
and Chief Executive Officer of the Corporation; employed by the Corporation in
various capacities since 1970.

           Jan E. Cohen, Director of the Corporation since 1998. CEO, President
and Director of CF Industries, Inc.; CEO, LLC Manager and Director of Northeast
Builders Supply and Home Centers, LLC.; CEO and LLC Manager of The Brilco
Business Center and a Member of the American Institute of Certified Public
Accountants and the Connecticut Society of CPA's.


                                        9


<PAGE>



           Thomas D'Addario, Director of Corporation since 1998. Vice President
of Mario D'Addario Buick, Inc., and Vice President of Mario D'Addario Limousine
Services.

           Ronald Farrell, Director of the Corporation since 1998. Principal
owner, Vice President and Operating Officer of the Kaufman Fuel Company.

           Michael L. Goldman, Assistant Secretary and Director of the
Corporation since 1998. Managing Principal in the law firm of Goldman, Gruder &
Woods, LLC, and Director and President of The 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 director's holds office for a term of one year, and until
a successor has been chosen and qualified. Directors, except Messrs. D. Engelson
and L. Yurdin, receive a fee of $300 per Board meeting.

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

ITEM 10.   EXECUTIVE COMPENSATION

           The following summary compensation table sets forth certain
information regarding the annual and long-term compensation of David Engelson,
Chairman and Lawrence R. Yurdin, President and CEO, for each of 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>
David Engelson          03/31/01    $12,000      0          0              None            0         None            0
 Chairman of the        03/31/00    $11,000      0          0              None            0         None            0
 Board & Treasurer      03/31/99    $13,000      0          0              None            0         None            0

Lawrence R Yurdin       03/31/01    $88,000      0          0              None            0         None            0
 President and CEO      03/31/00    $83,000      0          0              None            0         None            0
                        03/31/99    $67,500      0          0              None            0         None            0

</TABLE>


                                       10





                                       2
<PAGE>


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, 2001.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

NAME AND ADDRESS OF                  AMOUNT AND NATURE OF
BENEFICIAL OWNER                     BENEFICIAL OWNER               PERCENT
----------------                     ----------------               -------

Robert E. Humphreys                        114,900                    9.792
64 Alcott Street
Acton, MA  01720
Walter P. Carucci                          121,750                   10.380
C/O Carr Securities Corp
14 Vanderventer Avenue
Port Washington, NY 11050
Carucci Family Partners                    116,250                    9.910
C/O Carr Securities Corp
14 Vanderventer Avenue
Poet Washington, NY 11050

SECURITY OWNERSHIP OF MANAGEMENT

NAME OF                             AMOUNT AND NATURE OF
BENEFICIAL OWNER                     BENEFICIAL OWNER                PERCENT
----------------                     ----------------                -------

David Engelson                             43,605                      3.716
Lawrence R. Yurdin                         21,707                      1.850
Jan E. Cohen                                2,113                       .180
Thomas D'Addario                           15,700                      1.340
Ronald Farrell                              2,500                       .213
Michael L. Goldman                         16,921                      1.440
Priscilla E. Ottowell                       4,389                       .374
                                         --------                       ----

All directors and executive officers
 as a group (seven persons)               106,935                      9.113







                                       11




<PAGE>


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                          TRANSACTIONS WITH MANAGEMENT

           As of March 31, 2001, the Corporation has a $120,000 loan outstanding
to CF Industries, Inc. The President of CF Industries, Inc. is Jan E. Cohen, a
director of the Corporation. The loan is collateralized by a first mortgage on
property owned by CF Industries, Inc., and is personally guaranteed by Mr.
Cohen. The Loan Committee and the Board of Directors approved the loan, which
was granted at terms equivalent to other arm's length transactions entered into
by the Corporation. A contract for a permanent take-out mortgage has been issued
and it is anticipated that this loan will be paid in full within 2001.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

           (a)       Exhibits

                     (13)      Financial Statements.

           (b)       Reports on Form 8-K.

                     Form 8-K filed on December 21, 2000

                     Form 8-K filed on December 5, 2001

                     Form 8-K filed on February 11, 2002








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<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:  February 12, 2002             By:  / S / LAWRENCE R. YURDIN
                                          - - - -------- -- ------
                                          Lawrence R. Yurdin
                                          President and Chief Executive Officer

Date:  February 12, 2002             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:  February 12, 2002            / S /  DAVID ENGELSON
                                    - - -  ----- --------
                                    David Engelson
                                    Chairman of the Board


Date:  February 12, 2002            / S /  JAN E. COHEN
                                    - - -  --- -- -----
                                    Jan E. Cohen
                                    Director

Date:  February 12, 2002            / S /  THOMAS D'ADDARIO
                                    - - -  ------ ---------
                                    Thomas D'Addario
                                    Director

Date:  February 12, 2002            / S /  RONALD FARRELL
                                    - - -  ------ -------
                                    Ronald Farrell
                                    Director

Date:  February 12, 2002            / S / MICHAEL L. GOLDMAN
                                    - - - ------- -- -------
                                    Michael L. Goldman
                                    Assistant Secretary and Director

Date:  Ferbuary 12, 2002            / S / LAWRENCE R. YURDIN
                                    - - - -------- -- ------
                                    Lawrence R. Yurdin
                                    President and Director

Date:  February 12, 2002            / S / PRISCILLA E. OTTOWELL
                                    - - - --------- -- --------
                                    Priscilla E. Ottowell
                                    Secretary and Controller





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