UNITED STATES
                       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:        Commission file number: 
              March 31, 1999                         0-20167

                       NORTH COUNTRY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           MICHIGAN                                      38-2062816
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

130 S. CEDAR STREET, MANISTIQUE, MI                       49854
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (906) 341-8401


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  periods 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 ______


As  of  April  30,  1999,  there  were  outstanding   7,035,455  shares  of  the
registrant's common stock, no par value.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
                                      INDEX



PART 1.   FINANCIAL INFORMATION                                         Page No.

  Item 1.    Financial Statements

             Condensed Consolidated Balance Sheets -
               March 31, 1999 (Unaudited) and December 31, 1998............    1

             Condensed Consolidated Statements of Income - Three
               Months Ended March 31, 1999 (Unaudited) and
               March 31, 1998 (Unaudited)..................................    2

             Condensed Consolidated Statements of Changes in Shareholders'
               Equity - Three Months Ended March 31, 1999 (Unaudited)
               and March 31, 1998 (Unaudited)..............................    3

             Condensed Consolidated Statements of Cash Flows -
               Three Months Ended March 31, 1999 (Unaudited) and
               March 31, 1998 (Unaudited)..................................    4

             Notes to Condensed Consolidated Financial
               Statements (Unaudited)......................................  5-6


  Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations......................... 7-12

  Item 3.    Quantitative and Qualitative Disclosures about Market Risk....   13


PART II.     OTHER INFORMATION

  Item 1.    Legal Proceedings.............................................   14

  Item 2.    Changes in Securities and Use of Proceeds.....................   14

  Item 3.    Defaults upon Senior Securities...............................   14

  Item 4.    Submission of Matters to a Vote of Security Holders...........   14

  Item 5.    Other Information.............................................   14

  Item 6.    Exhibits and Reports on Form 8-K..............................   14

  SIGNATURES   ............................................................   15
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)
--------------------------------------------------------------------------------
<TABLE>
                                                         March 31,    December 31,
                                                          1999           1998
                                                          ----           ----
                                                       (Unaudited)
ASSETS
<S>                                                    <C>            <C>
     Cash and due from banks                           $  22,115      $  16,593
     Federal funds sold                                    3,543          6,048
                                                       ---------      ---------
         Total cash and cash equivalents                  25,658         22,641

     Securities available for sale                         8,303          8,565
     Federal Home Loan Bank stock                          3,034          3,034

     Total loans                                         422,597        411,720
         Allowance for loan losses                        (6,211)        (6,112)
                                                       ---------      ---------
                                                         416,386        405,608
     Premises and equipment                               18,160         17,938
     Other assets                                         13,869         13,595
                                                       ---------      ---------
         Total assets                                  $ 485,410      $ 471,381
                                                       =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
     Deposits
         Noninterest-bearing                           $  35,624      $  42,077
         Interest-bearing                                382,233        362,885
                                                       ---------      ---------
              Total deposits                             417,857        404,962
     Other borrowings                                     25,482         23,270
     Accrued expenses and other liabilities                3,857          3,680
                                                       ---------      ---------
         Total liabilities                               447,196        431,912

Shareholders' equity
     Preferred stock, no par value, 500,000
      shares authorized, no shares outstanding
     Common stock, no par value, 18,000,000
      shares authorized, 7,027,510 and 7,130,760
      issued and outstanding at March 31, 1999
      and December 31, 1998                               17,002         19,436
     Retained earnings                                    21,209         19,989
     Accumulated other comprehensive income, net               3             44
                                                       ---------      ---------
         Total shareholders' equity                       38,214         39,469
                                                       ---------      ---------
              Total liabilities and shareholders'
               equity                                  $ 485,410      $ 471,381
                                                       =========      =========
</TABLE>
--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.
                                                                              1.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (In thousands of dollars, except per share data)
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                 Three months ended
                                                              --------March 31,-------
                                                               1999              1998
                                                               ----              ----
<S>                                                           <C>              <C>
Interest income 
     Loans, including fees                                     $9,449          $8,861
     Securities
         Taxable                                                  186             219
         Exempt from federal taxation                              19               1
     Other                                                         78             102
                                                              -------         -------
                                                                9,732           9,183
Interest expense
     Deposits                                                   4,230           3,977
     Other borrowings                                             392             276
                                                              -------         -------
                                                                4,622           4,253
                                                              -------         -------

Net interest income                                             5,110           4,930

Provision for loan losses                                         213             250
                                                              -------         -------

Net interest income after provision for loan losses             4,897           4,680

Noninterest income
     Service charges on deposit accounts                          423             309
     Gain on sales of loans                                        70              23
     Gain on sales of securities                                                   44
     Other                                                        122             166
                                                               ------         -------
                                                                  615             542
Noninterest expense
     Salaries and employee benefits                             1,472           1,640
     Occupancy and equipment                                      630             568
     Other                                                      1,334           1,450
                                                              -------         -------
                                                                3,436           3,658
                                                              -------         -------

Income before income tax expense                                2,076           1,564

Income tax expense                                                535             414
                                                              -------         -------

Net income                                                    $ 1,541         $ 1,150
                                                              =======         =======

Basic earnings per common share                               $   .22         $   .16
                                                              =======         =======

Diluted earnings per common share                             $   .21         $   .16
                                                              =======         =======

Dividends paid per common share                               $   .05         $   .04
                                                              =======         =======
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
--------------------------------------------------------------------------------
                                                                              2.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (In thousands of dollars)
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                       Three months ended
                                                                   -------March 31,-------
                                                                    1999            1998
                                                                    ----            ----
<S>                                                              <C>             <C>
Balance - beginning of period                                    $ 39,469        $ 36,592

Net income for period                                               1,541           1,150
Net change in net unrealized gain on
  securities available for sale                                       (41)             (3)
                                                                 --------        --------
     Total comprehensive income                                     1,500           1,147

Cash dividends                                                       (321)           (310)

Issuance of common stock                                               93             152

Common stock retired                                               (2,527)           (110)
                                                                 --------        --------

Balance - end of period                                          $ 38,214        $ 37,471
                                                                 ========        ========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.
--------------------------------------------------------------------------------
                                                                              3.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
                                                                                   Three months ended
                                                                                -------March 31,------
                                                                                 1999            1998
                                                                                 ----            ----
<S>                                                                            <C>            <C>
Cash flows from operating activities
     Net income                                                                 $ 1,541        $ 1,150
     Adjustments to reconcile net income to
       net cash from operating activities
         Depreciation and amortization                                              522            557
         Provision for loan losses                                                  213            250
         Gain on sales of securities                                                               (44)
         Change in other assets                                                    (430)         3,377
         Change in other liabilities                                                198           (449)
                                                                                -------        -------
              Net cash from operating activities                                  2,044          4,841

Cash flows from investing activities
     Purchase of securities available for sale                                     (495)            
     Proceeds from sales of securities available for sale                                          752
     Proceeds from maturities, calls or paydowns of securities
      available for sale                                                            683             
     Net increase in loans                                                      (10,991)       (10,685)
     Purchase of premises and equipment                                            (576)          (914)
                                                                                -------        -------
         Net cash from investing activities                                     (11,379)       (10,847)

Cash flows from financial activities
     Net increase in deposits                                                    12,895         12,968
     Proceeds from other borrowings                                               8,000               
     Payment on other borrowings                                                 (5,788)          (787)
     Proceeds from issuance of common stock                                          93            152
     Retirement of common stock                                                  (2,527)          (110)
     Payment of cash dividends                                                     (321)          (310)
                                                                                -------        -------
         Net cash from financing activities                                      12,352         11,913
                                                                                -------        -------

Net change in cash and cash equivalents                                           3,017          5,907

Cash and cash equivalents at beginning of period                                 22,641         11,143
                                                                                -------        -------

Cash and cash equivalents at end of period                                      $25,658        $17,050
                                                                                =======        =======
</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.
                                                                              4.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------


1.   BASIS OF PRESENTATION

     The unaudited condensed  consolidated financial statements of North Country
     Financial  Corporation  (the  Registrant)  have been prepared in accordance
     with  generally  accepted  accounting   principles  for  interim  financial
     information and the  instructions to Form 10-Q and Rule 10-01 of Regulation
     S-X. Accordingly,  they do not include all of the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  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-month  period ending
     March 31, 1999 are not  necessarily  indicative  of the results that may be
     expected for the year ending December 31, 1999. The unaudited  consolidated
     financial  statements  and footnotes  thereto should be read in conjunction
     with the audited  consolidated  financial  statements and footnotes thereto
     included in the Registrant's  Annual Report on Form 10-K for the year ended
     December 31, 1998.


2.   FUTURE ACCOUNTING CHANGES

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standards ("FAS") No. 133,  "Accounting
     for Derivative Instruments and Hedging Activities". This statement requires
     that all derivative financial instruments be recognized as either assets or
     liabilities in the statement of financial  position.  Derivative  financial
     instruments  not  designated  as hedges will be measured at fair value with
     changes in fair value being recognized in earnings in the period of change.
     If a derivative  is designated as a hedge,  the  accounting  for changes in
     fair value will depend on the specific exposure being hedged. The statement
     is effective for fiscal years beginning after June 15, 1999. Management, at
     this time,  cannot determine the effect of adoption this statement may have
     on the consolidated financial statements of the Registrant as the effect is
     dependent  on the amount and nature of  derivatives  and hedges held at the
     time of adoption of the Statement.


3.   EARNINGS PER SHARE

     The factors used in the earnings per share computation follow.
<TABLE>
     (In thousands of dollars, except per share data)
                                                                                 Three months
                                                                                ended March 31,
                                                                                     1999
                                                                                     ----
       <S>                                                                      <C>
       Basic earnings per common share:
         Net income                                                             $  1,541
         Weighted average common shares outstanding                                7,073
                                                                                --------
           Basic earnings per common share                                      $    .22
                                                                                ========
       Diluted earnings per common share:
         Net income                                                             $  1,541

         Weighted average common shares outstanding
           for basic earnings per common share                                     7,073
         Add:  Dilutive effect of assumed exercises
           of stock options                                                          110
         Add:  Dilutive effect of directors' deferred stock
           compensation                                                                8
                                                                                --------
           Average shares and dilutive potential common shares                     7,191
                                                                                --------
              Diluted earnings per common share                                 $    .21
                                                                                ========
</TABLE>

     For the quarter ended March 31, 1998,  the weighted  average  common shares
     outstanding used in the computation of basic and diluted earnings per share
     was  approximately  7,139,000.  The assumed  exercise of stock  options and
     deferred  stock  compensation  for the quarter ended March 31, 1998 did not
     have a dilutive effect on this calculation.

     All share and per share  amounts  in this  filing  have been  retroactively
     adjusted to reflect the August of 1998 3-for-1 split.

--------------------------------------------------------------------------------
                                   (Continued)
                                                                              5.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

4.   ALLOWANCE FOR LOAN LOSSES

     Activity in the  allowance for loan losses for the three months ended March
     31, 1999 and 1998, are summarized as follows:
<TABLE>
                                (In thousands of dollars)
                                                                 March 31,      March 31,
                                                                   1999           1998
                                                                   ----           ----
       <S>                                                       <C>            <C>
       Balance at beginning of period                            $ 6,112        $ 5,600
       Charge-offs                                                  (147)          (284)
       Recoveries                                                     33              6
       Provision for loan loss                                       213            250
                                                                 -------        -------
                                                                 $ 6,211        $ 5,572
                                                                 =======        =======
</TABLE>
       Information regarding impaired loans follows:
<TABLE>
                                (In thousands of dollars)
                                                                                   As of and            As of and
                                                                                 for the three        for the year
                                                                                 months ended             ended
                                                                                   March 31,          December 31,
                                                                                     1999                 1998
                                                                                     ----                 ----
       <S>                                                                       <C>                  <C>
       Average investment in impaired loans                                      $  4,923              $  6,155
       Balance of impaired loans                                                    4,696                 6,073
</TABLE>

5.   OTHER BORROWINGS

     Other  borrowings  consist of the  following at March 31, 1999 and December
     31, 1998:
<TABLE>
                                                                                  March 31,         December 31,
                                                                                   1999                1998
                                                                                   ----                ----
                                                                                   (In thousands of dollars)
<S>                                                                             <C>                 <C>
Federal Home Loan Bank advances at various rates with various
maturities (see annual financial statements as referenced in Note 1)            $  20,607           $ 20,607

Farmers Home Administration, $2,000,000 fixed rate line
agreement maturing August 24, 2024, interest payable at 1%                          1,875              1,875

Revolving line of credit to NBD Bank, maturing on May 20, 1999,
interest payable at an adjustable rate, 6.23% at April 26, 1999                     3,000

Notes payable to South Range State Bank's former stockholders,
maturing in three equal annual installments beginning February
1, 1997, interest payable at 5.2%                                                                        788
                                                                                ---------           --------
                                                                                $  25,482           $ 23,270
                                                                                =========           ========
</TABLE>
     The  Federal  Home Loan Bank  borrowings  are  collateralized  by a blanket
     collateral  agreement  on  the  Registrant's  residential  mortgage  loans.
     Prepayment of the advances is subject to the  provisions  and conditions of
     the credit policy of the Federal Home Loan Bank of  Indianapolis  in effect
     as of March 31, 1999. Borrowings other than Federal Home Loan Bank advances
     are not subject to prepayment penalties.

--------------------------------------------------------------------------------
                                                                              6.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The  following  discussion  and analysis of financial  condition  and results of
operations provides additional  information to assess the condensed consolidated
financial statements of the Registrant and its wholly-owned subsidiaries through
the quarter ending March 31, 1999. The discussion  should be read in conjunction
with those statements and their accompanying notes.

The Registrant is not aware of any market or institutional  trends,  events,  or
circumstances  that will have or are reasonably likely to have a material effect
on liquidity,  capital  resources,  or results of operations except as discussed
herein.  Also,  the  Registrant is not aware of any current  recommendations  by
regulatory authorities which will have such effect if implemented.


Forward-Looking Statements:

This report contains certain  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  Registrant  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe future plans,  strategies and  expectations of the Registrant,  are
generally  identifiable  by use  of the  words  "believe",  "expect",  "intend",
"anticipate",  "estimate",  "project" or similar  expressions.  The Registrant's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse affect on the
operations and future prospects of the Registrant and the subsidiaries  include,
but are not limited to, changes in: interest rates, general economic conditions,
legislative/regulatory  changes,  monetary  and  fiscal  policies  of  the  U.S.
Government,  including  policies of the U.S.  Treasury  and the Federal  Reserve
Board, the quality or composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Registrant's market area and accounting principles, policies and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such  statements.  Further
information  concerning the Registrant  and its business,  including  additional
factors that could materially  affect the  Registrant's  financial  results,  is
included  in  the   Registrant's   filings  with  the  Securities  and  Exchange
Commission.


Financial Highlights:

Year to date  consolidated  net income was  $1,541,000  through  March 31,  1999
compared to $1,150,000 for the same period in 1998.  Diluted  earnings per share
increased from $.16 through March 31, 1998, to $.21 for the same period in 1999.
The loan  portfolio  continues  a  significant  growth  trend with  gross  loans
increasing  $10,877,000  or 2.6% since  December 31, 1998.  Loan growth  remains
focused in the commercial lending and leasing areas. The loan growth in 1999 has
been funded  primarily  through an increase in the deposit  portfolio.  Deposits
have increased  $12,895,000 or 3.2% since December 31, 1998. The primary area of
deposit growth for the Registrant has been in interest-bearing demand accounts.


Financial Condition:

Loans:  Through the first  quarter of 1999,  loan  balances  increased  by $10.9
million.  Management  believes loans provide the most  attractive  earning asset
yield available to the Registrant and that trained personnel and controls are in
place  to  successfully  manage a  growing  portfolio.  Accordingly,  management
intends to  continue to maintain  loans at the highest  level while  maintaining
adequate liquidity. As shown in the table below, the loan mix remains relatively
constant with a slight increase in commercial  loans and commercial  leases as a
percent of total loans for the quarter ended March 31, 1999 compared to December
31, 1998.

                                                                              7.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Management is aware of the risk associated with an increase in average  balances
of loans but feels that the current  level in the  allowance  for loan losses is
adequate.  At March 31, 1999 the allowance for loan losses was equal to 1.47% of
total loans  outstanding  compared to 1.48% at December 31, 1998. The allocation
of the allowance for loan losses  between  portfolio  categories has not changed
significantly since December 31, 1998.

Loans to general  commercial  businesses  increased by $7.3 million  through the
first quarter of 1999.  Commercial  leases  increased  $5.3 million at March 31,
1999 and  governmental  leases increased $1.9 million.  Management  continues to
focus on loan growth through an increase in the  commercial  lending and leasing
areas.  A  significant  portion  of the  growth is due to the  Bank's  continued
ability to penetrate  growth markets such as Marquette and Sault Ste. Marie. The
other loan  categories  have remained  fairly  consistent at March 31, 1999 when
compared to December 31, 1998.
<TABLE>
                                                         March 31,       % of           December 31,      % of
                                                           1999          Total              1998          Total
                                                           ----          -----              ----          -----
     <S>                                                 <C>             <C>            <C>               <C>
     Loans
     Commercial real estate                              $   82,589        19.6%        $   82,207        20.0%
     Commercial, financial, and agricultural                144,107        34.1            136,820        33.2
     Leases:
         Commercial                                          25,373         6.0             20,097         4.9
         Governmental                                        42,040         9.9             40,098         9.7
     1-4 family residential real estate                      97,691        23.1             97,415        23.7
     Consumer                                                21,124         5.0             23,160         5.6
     Construction                                             9,673         2.3             11,923         2.9
                                                         ----------      ------         ----------      ------

                                                         $  422,597       100.0%        $  411,720       100.0%
                                                         ==========      ======         ==========      ======
</TABLE>
Credit Quality: Management analyzes the allowance for loan losses in detail on a
monthly  basis to ensure that the losses  inherent in the portfolio are properly
reserved for in the  allowance  for loan  losses.  The  Registrant's  success in
maintaining   excellent   credit  quality  is  demonstrated  in  its  historical
charge-off  percentage.  Net charge-offs to gross loans outstanding was .03% and
 .07% for March 31, 1999 and 1998, respectively. Charge-offs for the period ended
March 31, 1999 decreased  $137,000 from the same period in 1998.  This is mainly
the result of a decrease in commercial and installment  loan charge-offs for the
period based on management's continued efforts to improve credit quality in such
portfolios.  Accordingly,  the  provision  for loan  losses was  decreased  from
$250,000 in the three month period ended March 31, 1998 to $213,000 for the same
period in 1999.

The table  presented  below shows the  balance of  non-performing  loans,  which
include nonaccrual loans, loans 90 or more days past due and still accruing, and
renegotiated loans as of March 31, 1999 and December 31, 1998.
<TABLE>
                                   (In thousands of dollars)
                                                                                March 31,      December 31,
                                                                                 1999            1998
                                                                                 ----            ----
     <S>                                                                        <C>            <C>
     Nonaccrual loans                                                           $ 2,174        $  2,174
     Loans 90 days or more past due and still accruing                            1,045           1,238
     Renegotiated loans                                                               0               0
</TABLE>
While nonaccrual loans have remained unchanged since December 31, 1998, loans 90
days or more past due have decreased  $193,000 or 15.6%.  Management is actively
managing the current loan  delinquencies and has taken various actions to reduce
the level of  non-performing  loans.  Non-performing  loans to total gross loans
were .76% and .83% at March 31, 1999 and December 31, 1998, respectively.

                                                                              8.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Investments:  Available for sale  securities  decreased  approximately  $300,000
through  the  first  quarter  of  1999  mainly  due  to  principal  paydowns  on
mortgage-backed  securities.  The  mix  of  the  portfolio  remained  relatively
unchanged from December 31, 1998. The primary use of the portfolio is to provide
a source of  liquidity  and  pledging  for  certain  repurchase  agreements  and
regulatory requirements.  Most of the portfolio is invested in U.S. Treasury and
agency securities which have little credit risk and are highly liquid. There are
no securities classified as held to maturity.

Deposits: Total deposits through the first quarter have increased $12.9 million.
Interest bearing deposit balances increased through March 31, 1999, continuing a
trend from 1998.  Management has continued to offer attractive  deposit products
to  its  customers,  generally  through  premium-based  certificate  of  deposit
programs and higher yielding savings accounts.

Borrowings:  The Registrants branching network is a relatively high cost network
in comparison to peers.  Accordingly,  the Registrant uses  alternative  funding
sources to provide funds for lending activities.  Other borrowings  increased by
$2.2 million  through the first quarter of 1999 (refer to the table presented in
Note 5 to the first quarter  financial  statements  above for the composition of
the increase).  At March 31, 1999,  $20.6 million of the total  borrowings  were
from the Federal Home Loan Bank of Indianapolis.  Alternative sources of funding
can be obtained at interest  rates which are  competitive  with,  or lower than,
retail deposit rates and with minimal administrative costs.

Shareholder's  Equity: Total shareholder's  equity decreased  approximately $1.3
million  from  December  31,  1998 to March 31,  1999.  The  decrease  primarily
resulted from the  repurchase of common stock of $2.5 million and cash dividends
paid of $321,000,  offset by net income of $1.5  million.  The  Registrant  will
continue to  selectively  repurchase  common stock as  opportunities  arise,  to
maximize return to its common shareholders.


Results of Operations:

Net Interest  Income:  Net interest  income  through March 31, 1999 increased by
3.65%,  compared to the same period one year ago. The net interest margin,  on a
fully taxable  equivalent  basis at March 31, 1999 was 5.14%,  compared to 5.46%
for the same period of 1998.  The decrease in the net  interest  margin has been
impacted by the low interest rate environment and the competitive  nature of the
Registrant's  market.  Interest  income  from loans  represented  97.1% of total
interest income through the first quarter of 1999 compared to 96.5% for the same
period of 1998. In all cases,  the total amount of interest income and the yield
on total earning assets is strongly influenced by lending activities.

Provision  for Loan Losses:  The  Registrant  maintains  the  allowance for loan
losses at a level  adequate  to cover  losses  inherent  in the  portfolio.  The
Registrant  records a  provision  for loan  losses  necessary  to  maintain  the
allowance at that level after  considering  factors such as loan charge-offs and
recoveries, changes in the mix of loans in the portfolio, loan growth, and other
economic  factors.  The provision for loan losses has decreased  $37,000 through
March  31,  1999  compared  to the  same  period  in  1998  as a  result  of the
Registrant's favorable net charge-off and non-performing loan trends. Management
continues to fund the  allowance  at a rate  consistent  with loan  growth.  The
allowance  for loan  losses to gross loans was 1.47% and 1.48% at March 31, 1999
and December 31, 1998, respectively.

Noninterest  Income:  Service  charges on deposit  accounts  increased  $114,000
through  the first  quarter of 1999  compared  to the first  quarter of 1998 due
mainly to an increased focus on non-interest  sources of income.  Gains on sales
of loans has increased to $70,000  through the first quarter of 1999 compared to
$23,000  through  the  first  quarter  of 1998 due to an  increase  in loan sale
activity  as a result of an  increase  in  refinancing  activity.  There were no
securities gains or losses through the first quarter of 1999.  Security gains of
$44,000 were  reported  for the same period in 1998.  Other  noninterest  income
decreased  $44,000  through  the first  quarter  of 1999  compared  to the first
quarter of 1998 due mainly to a decrease in insurance commissions.

                                                                              9.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Noninterest Expenses:  Noninterest expense decreased 6.1% through March 31, 1999
compared  to the same  period of 1998.  Management  believes  this  decrease  is
attributable to significant  efficiencies  obtained in operational  areas of the
Bank based on a heightened level of management  emphasis in this area. A primary
objective of management  is to hold the rate of increase in this category  below
future asset  growth.  Salary  expense  decreased  by $168,000  during the first
quarter of 1999 compared to the first quarter of 1998 largely due to a reduction
in  staffing.  Other  noninterest  expense  decreased  by $116,000 for the first
quarter of 1999 compared to the same period in 1998. Much of these decreases are
a direct  result of  management's  emphasis on efficient  operations.  Occupancy
expense  increased by $62,000 for the first quarter of 1999 compared to the same
period in 1998.

Federal  Income Tax: The  provision  for income taxes was 25.8% of income before
income tax through March 31, 1999 compared to 26.5% through March 31, 1998.  The
difference  between the effective tax rate and the federal  corporate income tax
rate of 34% is primarily due to tax-exempt interest earned on loans, leases, and
investments.  The  effective  tax rate has  decreased as  tax-exempt  income has
become a larger percentage of total interest income.


Interest Rate Risk:

Management  actively manages the Registrant's  interest rate risk. In relatively
low  interest  rate  environments  which  have been in place the last few years,
borrowers have generally tried to extend the maturities and repricing periods on
their loans and place deposits in demand or very short term accounts. Management
has taken various actions to offset the imbalance which those  tendencies  would
otherwise create. Commercial and real estate loans are written at variable rates
or, if necessary,  fixed rates for  relatively  short terms.  Products have also
been offered to give  customers an  incentive  to accept  longer term  deposits.
Management  can also  manage  interest  rate risk with the  maturity  periods of
securities purchased, selling securities available for sale, and borrowing funds
with targeted  maturity  periods.  As of March 31, 1999,  the  Registrant  had a
cumulative  liability gap position of $72,032,000 within the one-year timeframe.
This position  suggests that if the market interest rates decline in the next 12
months,  the  Registrant  has the  potential to earn more net  interest  income.
Conversely,  if  market  interest  rates  increase  in the next 12  months,  the
Registrant  has the  potential  to earn  less net  interest  income.  Management
believes that it is properly  positioned  against  significant  changes in rates
without severely altering operating results.


Liquidity:

The Registrants  sources of liquidity  include  principal  payments on loans and
investments,  sales of securities  available for sale,  deposits from customers,
borrowings  from the  Federal  Home Loan Bank,  other bank  borrowings,  and the
issuance of common stock. The Registrant has ready access to significant sources
of liquidity on an almost immediate basis.  Management anticipates no difficulty
in  maintaining  liquidity at the levels  necessary  to conduct the  Registrants
day-to-day business activities.


Capital Resources:

It is the policy of the  Registrant  to maintain  capital at a level  consistent
with  both  safe and  sound  operations  and  proper  leverage  to  generate  an
appropriate return on shareholders' equity. The capital ratios of the Registrant
exceed the regulatory minimum guidelines. The table below shows a summary of the
Registrant's capital position in comparison to regulatory requirements.
<TABLE>
                                                                                          Tier 1        Total
                                                                                        Risk-Based   Risk-Based
                                                                            Leverage      Capital      Capital
                                                                              Ratio        Ratio        Ratio
     <S>                                                                       <C>          <C>         <C>
     Regulatory minimum                                                        4.0%         4.0%         8.0%
     The Registrant
         March 31, 1999                                                        7.0          9.2         10.5
         December 31, 1998                                                     7.2          9.4         10.7
</TABLE>

                                                                             10.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Recent and Future Developments:

On May 14, 1999,  the  Registrant  completed a private  offering of Capital,  or
Trust Preferred,  securities in the amount of $12,450,000.  Such amounts will be
used to support the Registrant's  current capital  position  allowing for future
growth and increased common shareholder value.

The  Registrant  has signed an agreement  with The  Huntington  National Bank to
purchase certain assets of and assume certain deposit liabilities related to the
Huntington  branch  offices of Kaleva and  Mancelona in the northern  portion of
Michigan's Lower Peninsula.  The Registrant expects to acquire approximately $20
million of deposits and approximately $238,000 of net fixed assets. Consummation
of this  transaction  is  subject  to  approval  by the  FDIC  and the  Michigan
Financial  Institutions  Bureau. If such approvals are received,  it is expected
that the transaction will close during the third quarter of 1999.

The Registrant  has entered into  definitive  agreements,  subject to regulatory
approvals and customary  closing  conditions,  to sell three branches located in
three small  communities  in Michigan's  Upper  Peninsula with total deposits of
approximately  $20  million.  These branch  dispositions,  which are expected to
close  by June 30,  1999,  are  consistent  with the  Registrant's  strategy  of
improving operating  efficiency by maintaining a presence only in locations such
as commercial centers where it can operate profitably.

The Registrant also recently formed North Country  Financial Group,  Inc., which
is opening an office in Denver,  Colorado,  to further  enhance  its  ability to
attract  lease assets.  This new  corporation  will be initially  engaged in the
business  of  public  finance,  and  intends  to focus  primarily  on  providing
tax-exempt  lease/purchase  financing to municipalities  located  throughout the
United States.  Subject to its receipt of appropriate  licensing,  North Country
Financial  Group  intends  to  engage  in  publicly   offered   certificates  of
participation,  energy  management  transactions  and  municipal  infrastructure
financing  (such  as  911  emergency  systems,  water,  sewer  and  solid  waste
projects).

The Registrant continually evaluates and considers new opportunities for growth.
The  Registrant  recently  determined  not to pursue  two  previously  disclosed
potential   opportunities  to  attract  additional   deposits  and  assets.  The
Registrant  terminated  its plans to establish a bank  subsidiary in Arizona due
principally  to the lack of a suitable  Bank  executive  to manage the  proposed
operation  after one of the Bank's  long-term  senior officers who had agreed to
manage  the  Arizona  operations  decided  to pursue  other  opportunities.  The
Registrant  has also  terminated  its plans to  invest  in a de novo bank  being
organized in Grand Rapids,  Michigan after  concluding that the investment would
not be its most effective use of capital.


Year 2000 Issue:

At the end of the current year, many companies, including financial institutions
such as the Registrant, will face potentially serious issues associated with the
inability  of  certain  existing  data  processing   hardware  and  software  to
appropriately recognize calendar dates beginning in the year 2000. Many computer
programs that can only  distinguish the final two digits of the year entered may
read entries for the year 2000 as the year 1900 and compute payment, interest or
delinquency  based on the wrong  date or are  expected  to be unable to  compute
payment, interest or delinquency.  Additionally,  the failure of a bank customer
to prepare for year 2000 compatibility  could have a significant  adverse effect
on such customer's operations and profitability,  in turn inhibiting its ability
to repay loans in accordance with their terms.  Until sufficient  information is
accumulated  from  customers  to enable the  Registrant  to assess the degree to
which customers'  operations are susceptible to potential  problems  relating to
the year  2000  issue,  the  Registrant  will be unable  to fully  quantify  the
potential for losses from loans to its commercial customers.

                                                                             11.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The  Registrant,  as a part of its Year 2000  compliance  program,  has expended
approximately  $500,000  through  March 31,  1999,  to  upgrade  certain  of its
equipment  and software and may incur up to an  additional  $500,000 in 1999 for
these purposes.  In addition,  the Registrant has surveyed all of its commercial
and municipal customers and all of its third party vendors with respect to their
Year 2000 compliance.  In connection with that review,  the Registrant  believes
that a relatively small percentage of its total loans outstanding may be at risk
because of the status of the  customer's  Year 2000  compliance.  The Registrant
established a watch list with respect to  approximately  20 of its customers and
added  $120,000  to its loan and lease loss  reserve as of March 31,  1999.  The
Registrant  is  continuing  to survey  customers on the watch list. In addition,
every new loan made by the  Registrant  is made only after  completion of a Year
2000  compliance  checklist.  The  Registrant  has also  established  a customer
awareness   program  to  update   customers  on  the   Registrant's   Year  2000
preparedness, as well as to provide information with respect to its expectations
as to customers'  Year 2000 compliance and  preparedness.  Year 2000 updates are
also provided on the Registrant's web page.

The Registrant is ahead of all milestones  which it established  for itself with
respect to evaluating and remedying its Year 2000  compliance.  The Registrant's
principal  third  party  software  service  provider   recently   satisfactorily
completed all testing with respect to its Year 2000  compliance.  The Registrant
recently satisfactorily completed its internal testing with respect to Year 2000
compliance  which had been  scheduled for  completion in June of this year.  The
next  milestone  in  the  Registrant's  Year  2000  compliance  program  is  for
completion  of all third party  vendor  testing by the end of September of 1999,
when the Registrant presently  anticipates that it will complete all of its Year
2000  assessment and  remediation.  However,  there can be no assurance that the
Registrant will be successful in implementing  its Year 2000  remediation  plans
according to the  anticipated  schedule.  In  addition,  the  Registrant  may be
adversely  affected by the inability of other companies  whose systems  interact
with the Registrant to become Year 2000 compliant.

Although the Registrant  expects its internal  systems to be Year 2000 compliant
as  described  above,  the  Registrant  has  prepared  a  contingency  plan that
specifies what it plans to do if important  internal or external systems are not
Year 2000 compliant in a timely manner.

Management does not anticipate that the Registrant will incur material operating
expenses  or be  required  to  invest  heavily  in  additional  computer  system
improvements  to be Year 2000  compliant.  Nevertheless,  the  inability  of the
Registrant   to   successfully   address   Year  2000  issues  could  result  in
interruptions in the Registrants' business and have a material adverse effect on
the Registrant's results of operations.

                                                                             12.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The  Registrant  has not  experienced  any  material  changes to its market risk
position from that disclosed in the Registrant's 1998 Form 10-K Annual Report.










                                                                             13.
<PAGE>
                       NORTH COUNTRY FINANCIAL CORPORATION
                           PART II - OTHER INFORMATION



Item 1.  Legal Proceedings.

At the date hereof, there were no material pending legal proceedings, other than
routine  litigation  incidental  to  the  business  of  banking,  to  which  the
Registrant  or  any  of its  subsidiaries  is a  party  of or  which  any of its
properties is the subject.


Item 2.  Changes in Securities and Use of Proceeds

There are no matters required to be reported under this item.


Item 3.  Defaults Upon Senior Securities.

There have been no defaults upon senior securities  relevant to the requirements
of this section.


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

There are no matters required to be reported under this item.


Item 5.  Other Information.

There are no matters required to be reported under this item.


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


Number                              Exhibit

27                Financial Data Schedule.  Filed herewith.


The following documents are filed as part of Part I, Item 1 of this report:

     Condensed  Consolidated  Balance  Sheets - March 31, 1999  (Unaudited)  and
     December 31, 1998
     Condensed Consolidated  Statements of Income - Three months ended March 31,
     1999 and 1998 (Unaudited)
     Condensed  Consolidated  Statements  of Changes in  Shareholders'  Equity -
     Three months ended March 31, 1999 and 1998 (Unaudited)
     Condensed Consolidated  Statements of Cash Flows - Three months ended March
     31, 1999 and 1998 (Unaudited)
     Notes to Unaudited Consolidated Financial statements - March 31, 1999

                                                                             14.
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                   NORTH COUNTRY FINANCIAL CORPORATION
                                               (Registrant)



                                    /s/ Ronald G. Ford
Date  May 14, 1999                  RONALD G. FORD, CEO


                                    /s/ Sherry Littlejohn
Date  May 14, 1999                  SHERRY LITTLEJOHN
                                    PRESIDENT AND COO




                                                                             15.