FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D. C.  20549


    /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the fiscal year ended December 31, 1996

  /  /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                                  EXCHANGE ACT OF 1934

                  For the transition period from__________to__________

                        Commission File Number  0-14550

                      NEW ENGLAND COMMUNITY BANCORP, INC.

                               DELAWARE 06-1116165

                                OLD WINDSOR MALL
                                  P.O. BOX 130
                           WINDSOR, CONNECTICUT 06095

                           Telephone: (860) 683-4612

Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to Section 12 (g) of the Act:  Common Stock par
value $.10 per share.

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

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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-K or any amendment of
this Form 10-K.  /X/

At March 24, 1997, the aggregate market value of the outstanding Common Stock,
exclusive of the shares held by non-affiliates of the Registrant, was
$53,150,178.

The number of shares of the Registrant's Common Stock, $.10 par value, was
3,667,166 at March 24, 1997.


<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

                                                              Part Into
               Document                                  Which Incorporated
               --------                                  ------------------
The Information contained in the Registrant's
Proxy Statement (which is expected to be
filed within 120 days of fiscal year-end 1996 and
to be used in connection with the Annual
Meeting of Shareholders which is
anticipated to be held on May 20, 1997)
under the captions "Election of Directors,"
"Executive Compensation," "Security Ownership
of Directors and Executive Officers," and "Other
Information Relating to Directors and Executive
Officers."  Notwithstanding the foregoing, the
information contained in the Proxy Statement
pursuant to Items 402(k) and 402(l) of
Regulation S-K is not incorporated by reference
is not to be deemed part of this report.                        Part III



<PAGE>

TABLE OF CONTENTS

Part I

        Item 1 - Business. . . . . . . . . . . . . . . . . . . . . . . . . ..4
        Item 2 - Properties. . . . . . . . . . . . . . . . . . . . . . . . .17
        Item 3 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . .18
        Item 4 - Submission of Matters to a Vote of Security Holders . . . .18

Part II

        Item 5 - Market for Registrant's Common Equity and
                 Related Stockholder Matters . . . . . . . . . . . . . . . .19
        Item 6 - Selected Financial Data . . . . . . . . . . . . . . . . . .19
        Item 7 - Management's Discussion and Analysis of
                 Financial Condition and Results of Operations . . . . . . .20
        Item 8 - Financial Statements and Supplementary Data . . . . . . . .30
        Item 9 - Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure. . . . . . . . . . .30

Part III

        Item 10 -Directors and Executive Officers of the Registrant. . . . .31
        Item 11 -Executive Compensation. . . . . . . . . . . . . . . . . . .31
        Item 12 -Security Ownership of Certain Beneficial Owners
                 and Management. . . . . . . . . . . . . . . . . . . . . . .31
        Item 13 -Certain Relationships and Related Transactions31

Part IV

        Item 14 -Exhibits, Financial Statement Schedules, and
                 Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .31



Signatures


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New England Community Bancorp, Inc.

Form 10-K Annual Report
For the Fiscal Year Ended December 31, 1996

PART I

ITEM 1.    BUSINESS

        General.

        New England Community Bancorp, Inc. ("NECB", the "Registrant" or the
"Company"), which was formally known as Olde Windsor Bancorp, Inc., is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended.  NECB was organized under the laws of Delaware in 1984 and directly
owns both New England Bank and Trust Company ("NEBT") and The Equity Bank
("EQBK") (together the "Subsidiaries"), both Connecticut chartered commercial
banks.

        Recent Growth of NECB.

        NECB has built its community banking network through both internal
growth and acquisitions.  In 1985, NECB was formed by the shareholders Windsor
Bank and Trust Company ("Windsor Bank") a Connecticut-chartered bank and trust
company.  NECB subsequently acquired all of the capital stock and became the
sole shareholder of Windsor Bank.  In 1986, NECB acquired a second bank
subsidiary, NEBT.  In 1988, the two subsidiaries were combined retaining the
NEBT name.  In 1995, NECB created a second banking subsidiary when it acquired
all of the outstanding common stock of EQBK, which was founded in 1987.  In
1996, the Company acquired all the outstanding common stock of Manchester State
Bank ("MSB"), which was merged with and into NEBT.  Both transactions were
accounted for as purchases and, as such, prior year comparative data was not
revised to include information about either entity.

        On February 20, 1997, the Company and First Bank of West Hartford
("First Bank ") signed a definitive agreement under which the Company will
acquire First Bank in a merger which is intended to be a tax free transaction
and which the Company anticipates will be accounted for as a pooling-of-
interests.  Each of the outstanding shares of First Bank will be exchanged for
0.62 shares of the Company's common stock.  At December 31, 1996, First Bank
had total assets of $84 million, deposits of $70 million and shareholders'
equity of $9 million.  Net income for the year ended December 31, 1996 amounted
to $1.3 million.

        The acquisition is conditioned upon requisite bank regulatory approvals
and the approval of shareholders of the Company and First Bank as well as other
customary conditions.  It is anticipated that the acquisition will be
consummated in the third quarter of 1997.

        Management of NECB is continuously exploring potential opportunities to
prudently expand NECB's earning potential through expansion of NECB's base of
earning assets within its existing market area or in proximate geographic areas
through the establishment or acquisition of other banking operations.  However,
there can be no assurance that the Company will be able to acquire additional
financial institutions or, if additional financial institutions are acquired,
that these acquisitions will enhance the profitability of the Company.

        Regulatory Matters  -- General.

        Legislation adopted in recent years has substantially increased the
scope of regulations applicable to banks and bank holding companies.  Virtually
every aspect of the business of banking is subject to regulation with respect
to such matters as the amount of reserves that must be established against
various deposits, the establishment of branches, reorganizations, non-banking
activities and other operations.  Numerous laws and regulations also set forth
special restrictions and procedural requirements with respect to the extension
of credit, credit practices, the disclosure of credit terms and discrimination
in credit transactions.

        The descriptions of the statutory provisions and regulations applicable
to banks and bank holding companies set forth below do not purport to be a
complete description of such statutes and regulations and their effects upon
NECB or its Subsidiaries.  Proposals to change the laws and regulations
governing the banking industry are frequently introduced in Congress, in the
state legislatures and before the various bank regulatory agencies.  The
likelihood and timing of any changes and the impact such changes might
have on NECB and/or its Subsidiaries are difficult to determine.

        There is a variety of statutory and regulatory restrictions governing
the relations among NECB and its subsidiaries.  They include:

        Capital Adequacy Guidelines and Deposit Insurance.

        The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), which became law in December of 1991, required each federal banking
agency to revise its risk-based capital standards to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risks of non-traditional activities.  In addition, pursuant to
FDICIA, each federal banking agency has promulgated regulations, specifying the
levels at which a financial institution would be considered "well capitalized",
"adequately capitalized", "undercapitalized", "significantly undercapitalized",
or "critically undercapitalized", and to take certain mandatory and
discretionary supervisory actions based on the capital level of the
institution.

        Bank holding companies must comply with the Federal Reserve Board's
("FRB") risk-based capital guidelines.  Under the guidelines, risk weighted
assets are calculated by assigning assets and certain off-balance sheet items
to broad risk categories.  The total dollar value of each category is then
weighted by the level of risk associated with that category.  A minimum risk-
based capital to risk based assets ratio of 8.00% must be attained.  At least
one half of an institution's total risk based capital must consist of Tier
1 capital, and the balance may consist of Tier 2, or supplemental, capital.
Tier 1 capital consists primarily of common shareholders' equity along with
preferred or convertible preferred stock, minus goodwill.  Tier 2 capital
consists of an institution's allowance for loan losses, subject to limitation,
hybrid capital instruments and certain subordinated debt.  The allowance for
loan losses which is considered Tier 2 capital is limited to l.25% of an
institution's risk-based assets. As of December 31, 1996, NECB's total
risk-based capital ratio was 13.5%.  The risk-based Tier 1 ratio was 12.2% and
the leverage capital ratio was 8.5%.  All ratios exceed the requirements under
these regulations.

        In addition, the Federal Reserve Board has promulgated a leverage
capital standard, with which bank holding companies must comply.  Bank holding
companies must maintain a minimum Tier l capital to total assets ratio of 3%.
However, institutions which are not among the most highly rated by federal
regulators must maintain a ratio 100 to 200 basis points above the 3% minimum.
As of December 31 1995, NECB had a leverage capital ratio of 8.5%.

        See also "Management's Discussion and Analysis of Financial Condition
and Results of Operation  -- Capital" for additional discussion.

        The FDIC insures NEBT's and EQBK's deposit accounts in amounts up to
$100,000 for each insured depositor.  NEBT and EQBK, as Connecticut-chartered
FDIC-insured banks, are regulated by the FDIC in many of the areas also
regulated by the Connecticut Banking Commissioner.  The FDIC also conducts its
own periodic examinations of NEBT and EQBK, and each institution is required to
submit financial and other reports to the FDIC on a quarterly and annual basis,
or as otherwise required by the FDIC.

        FDICIA also required that the FDIC insurance assessments move from
flat-rate premiums to a system of risk-based premium assessments, in order to
recapitalize the Bank Insurance Fund ("BIF") at a reserve ratio specified in
FDICIA. In August 1995, the FDIC, in anticipation of BIF's imminent achievement
of a required 1.25% reserve ratio, reduced the deposit insurance premium rates
paid on BIF-insured banks from a range of $.23 to $.31 per $100 of deposits to
a range of $.04 to $.31 per $100 of deposits.  The new rate schedule for the
BIF was made effective June 1, 1995.  The FDIC refunded to BIF-insured
institutions the excess premiums they had paid for the period beginning on June
1, 1995.  On November 14, 1995, the FDIC voted to reduce annual assessments for
the semi-annual period beginning January 1, 1996 to the legal minimum of $2,000
for BIF-insured institutions, except for institutions that are not well
capitalized and are assigned to higher supervisory risk categories. Deposits
insured under the Savings Association Insurance Fund ("SAIF") range between 23
and 31 cents.

        The provisions of FDICIA and the risk-based insurance assessment have
not had a material effect upon the financial position of NECB since each
subsidiary qualifies for the lowest assessment rate.

        FDIC insurance of deposits may be terminated by the FDIC, after notice
and a hearing, upon a finding by the FDIC that the insured institution has
engaged in unsafe or unsound practices, or is in an unsafe or unsound condition
to continue operations, or has violated any applicable law, regulation, rule,
or order of, or condition imposed by, the FDIC.  A bank's failure to meet the
minimum capital and risk-based capital guidelines set forth above, would be
considered to be unsafe and unsound banking practices.

        NEBT and EQBK are also subject to FRB regulations regarding the
maintenance of reserves.  Under such regulations, NEBT and EQBK must maintain
reserves against their transaction accounts and non-personal time deposits.



<PAGE>




        Restrictions on Dividend Payments.

        The holders of NECB Common Stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of NECB out of funds legally
available, subject to the preferential dividend rights of any preferred stock
that may be outstanding from time to time.

        The only statutory limitation restricting the payment of dividends is
that such dividends may not be paid when NECB is insolvent.  Because funds for
the payment of dividends by NECB come primarily from the earnings of NECB's
Subsidiaries, as practical matter, restrictions on the ability of NEBT and
EQBK to pay dividends act as restrictions on the amount of funds available for
the payment of dividends by NECB.

        NECB is also subject to FRB policies which may, in certain
circumstances, limit its ability to pay dividends.  The FRB policies require,
among other things, that a bank holding company maintain a minimum capital
base. The FRB would most likely seek to prohibit any dividend payment which
would reduce a holding company's capital below these minimum amounts.

        Restrictions on Transactions Between NECB and the Subsidiary Banks.

        The Banking Affiliates Act of 1982, as amended, severely restricts
loans and extensions of credit by the subsidiaries to NECB and NECB affiliates
(except affiliates which are banks).  In general, such loans must be secured by
collateral having a market value ranging from 100% to 130% of the loan,
depending upon the type of collateral.  Furthermore, the aggregate of all loans
from the Subsidiaries to NECB and its affiliates may not exceed 20% of that
Bank's capital stock and surplus and, singly to NECB or any affiliate, may not
exceed 10% of the Bank's capital stock and surplus.  Similarly, the Banking
Affiliates Act of 1982 also restricts the Bank in the purchase of securities
issued by, the acceptance from affiliates of loan collateral consisting of
securities issued by, the purchase of assets from, and the issuance of a
guarantee or standby letter-of-credit on behalf of, NECB or any of its
affiliates.

        Holding Company Supervision.

        NECB is a bank holding company registered pursuant to the provisions of
the Bank Holding Company Act of 1956, as amended (the "Holding Company Act"),
and consequently is subject to regulation and examination by the FRB.  Bank
holding companies are required to file annually with the FRB a report of their
operations and they and their subsidiaries are subject to examination by the
Board of Governors of the Federal Reserve System.

        The Holding Company Act also requires prior approval by the FRB before
a bank holding company (i) merges or consolidates with another bank holding
company, (ii) acquires, directly or indirectly, ownership or control of voting
shares of a bank if after such acquisition it would own or control directly or
indirectly more than five percent of the voting stock of such bank, except
where 50 percent or more is already owned, or (iii) acquires substantially all
of the assets of any bank.

        The Holding Company Act further provides that the FRB shall not approve
any acquisition, reorganization or consolidation which would result in a
monopoly or which would be in furtherance of any combination or conspiracy to
monopolize or attempt to monopolize the business of banking in any part of the
United States.  Further, the FRB may not approve any other proposed
acquisition, reorganization or consolidation, the effect of which may be
substantially to lessen competition or to tend to create a monopoly in any
section of the country, or which in any other manner would be in restraint of
trade, unless the anti-competitive effects of the proposed transaction are
clearly outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community to be served.

        A bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or sale of any property or services.  Subsidiary banks of a bank holding
company are subject to certain restrictions imposed by the Federal Reserve Act
on any extension of credit to the bank holding company or any of its
subsidiaries, or investments in the stock or other securities thereof, and on
the taking of such stock or securities as collateral for loans to any
borrower.

        In general, the Federal Reserve Board, under its regulations and the
Bank Holding Company Act, regulates the activities of bank holding companies
and non-bank subsidiaries of banks.  The regulation of the activities of banks,
including bank subsidiaries of bank holding companies, generally has been left
to the authority of the supervisory government agency, which for the Bank is
the FDIC and the Connecticut Department of Banking (the "Department").

        Interstate Banking Authority.

        The Riegle-Neale Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Banking and Branching Act") passed by Congress and signed
into law on September 29, 1994, significantly changed interstate banking rules.
Pursuant to the Interstate Banking and Branching Act, a bank holding company is
able to acquire banks in states other than its home state beginning September
29, 1995, regardless of applicable state law.

        The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June, 1997.
Under such legislation, each state has the opportunity either to "opt out" of
this provision, thereby prohibiting interstate branching in such states,
or to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997.  Furthermore, a state may "opt in" with
respect to de novo branching, thereby permitting a bank to open new branches in
a state in which the bank does not already have a branch. Without de novo
branching, an out-of-state bank can enter the state only by acquiring an
existing bank.

        In addition, in 1995, the Connecticut General Assembly revised its
Interstate Banking Act to "opt-in" acquisitions of and mergers with Connecticut
banks and bank holding companies with banks and bank holding companies in other
states.  It is likely that such legislative authority will increase the number
or the size of financial institutions competing with NEBT and EQBK for deposits
and loans in its market place, although it is impossible to predict the effect
upon competition of such legislation.

        Cross Guarantee Provisions and Source of Strength Doctrine.

        Under the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA"), a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC in connection with (i) the default of a commonly controlled FDIC-
insured depository institution in danger of default.  "Default" is defined
generally as the appointment of a conservatory or receiver and "in danger of
default" is defined generally as the existence of certain conditions, including
a failure to meet minimum capital requirements, indicative that a "default" is
likely to occur in the absence of regulatory assistance. These provisions have
commonly been referred to as FIRREA's "cross guarantee" provisions.  Further,
under FIRREA the failure to meet capital guidelines could subject a banking
institution to a variety of enforcement remedies available to federal
regulatory authorities, including the termination of deposit insurance by the
FDIC.

        According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and
to commit resources to support each such subsidiary. This support may be
required at times when a bank holding company may not be able to provide such
support.  Furthermore, in the event of a loss suffered or anticipated by the
FDIC  -- either as a result of default of a bank subsidiary of the Company or
related to FDIC assistance provided to the subsidiary in danger of default  --
the other bank subsidiaries of the Company may be assessed for the FDIC's loss,
subject to certain exceptions.

        Connecticut Regulation.

        As state-chartered banks and members of the FDIC, NEBT and EQBK are
subject to regulation both by the Department and by the FDIC.  Applicable laws
and the regulations impose restrictions and requirements in many areas,
including interest rates on selected instruments, capital requirements,
maintenance of reserves, establishment of new branch offices, making of loans
and investments, consumer protection, employment practices and other matters.
Any new regulations or amendments to existing regulations may materially affect
the services offered, expenses incurred and/or income generated by the
subsidiaries.

        The Department regulates NEBT's and EQBK's internal organization as
well as their deposit, lending and investment activities.  The approval of the
Connecticut Banking Commissioner is required, among other things, to open
branch offices and to consummate merger transactions and other business
combinations.  The Department conducts periodic examinations of NEBT and EQBK.
The Connecticut banking statutes also restrict the ability of NEBT and EQBK to
declare cash dividends to their sole shareholder, NECB.

        Subject to certain limited exceptions, loans made to any one obligor
may not exceed 15% of a bank's capital, surplus, undivided profits and loan
reserves.

        Connecticut banks and bank holding companies, with the approval of the
Connecticut Banking Commissioner, are permitted to engage in stock acquisitions
of banks and bank holding companies in other states with reciprocal
legislation.  Several interstate mergers involving large Connecticut banks with
offices in NEBT's service area and banks headquartered in other states have
been completed which have resulted in increased competition for NEBT and EQBK,
respectively.  In addition, under Connecticut law, the beneficial ownership of
more than 10% of any class of voting securities of a bank or bank holding
company may not be acquired by any person or groups of persons acting in
concert without the approval of the Connecticut Banking Commissioner.


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        Other FDIC Regulation.

        The Community Reinvestment Act ("CRA") requires lenders to identify the
communities served by the institution's offices and to identify the types of
credit the institution is prepared to extend within such communities.  The FDIC
conducts examinations of insured institutions' CRA compliance and rates
such institutions as "Outstanding", "Satisfactory", "Needs to Improve" and
"Substantial Noncompliance."  As of their last CRA examinations, NEBT received
a rating of "Outstanding" and EQBK received a rating of "Satisfactory".
Failure to receive at least a "Satisfactory" rating may inhibit an institution
from undertaking certain activities, including acquisitions of other financial
institutions, which require regulatory approval based, in part, on CRA
compliance considerations.

        Narrative Description of Business.

        NECB exists primarily to hold the stock of its Subsidiaries.  During
most of 1996, NECB had two directly-owned subsidiaries  -- NEBT and EQBK.  In
addition, NECB, through NEBT, indirectly owned one additional subsidiary.   The
historical growth of, and regulations affecting, each of NECB's direct and
indirect subsidiaries is described in Item 1(a) above, which is incorporated
herein by reference.

        NECB is a legal entity separate from its subsidiaries.  The stock of
NEBT and EQBK are NECB's principal assets.  Dividends from NEBT and EQBK are
the primary source of income for NECB.  As explained above in Item 1(a), legal
and regulatory limitations are imposed on the amount of dividends that
may be paid by the Subsidiaries to NECB.

        NECB currently maintains its executive offices in Windsor, Connecticut.
At December 31, 1996, the subsidiaries operated out of 13 offices located
primarily in north central Connecticut.  In November 1995, NECB purchased a
18,000 square foot building in East Hartford, Connecticut to house the
Company's data processing and other support operations.

        At December 31, 1996, NECB through its subsidiaries had deposits of
$386,897,000, net loans of $283,482,000 and total assets of $433,159,000.  As
of March 12, 1997, NECB ranked 20th among all banks and thrifts in Connecticut
in terms of total deposits  -- reflecting pending acquisitions (source:  SNL
Securities).

        The strategy of NECB is to operate its Subsidiaries as community-
oriented banking institutions dedicated to providing personalized service.
NECB believes that its maintenance of professional, personalized service has
resulted in its ability to obtain and service many of the small to medium sized
desirable commercial credits in its market area.  As part of its growth
strategy, NECB intends to continue to provide personalized banking services
whether expansion occurs through internal growth, de novo expansion,
reorganization or acquisition.  As indicated above, the Company's profitability
and its financial condition may be significantly impacted by the continuing
implementation of its acquisition strategy and by the consummation of its
recent and/or pending acquisitions.

        The Subsidiaries are full service commercial banks and offer the
services generally performed by commercial banks of similar size and character,
including checking, savings, and time deposit accounts, 24-hour telephone
banking, cash management services, safe deposit boxes, secured and unsecured
personal and commercial loans, residential and commercial real estate loans and
letters of credit.  The Subsidiaries deposit accounts are competitive in the
current environment and include money market accounts and a variety of interest
and noninterest-bearing transaction accounts.  NECB provides these services to
a diverse range of customers and neither institution relies on any one
depositor for a significant percentage of deposits made in their respective
institutions.  Management believes that the business of each institution
will continue to be broadly based and will not depend on the business of one or
a few customers, the loss of any or all of which would materially and adversely
affect its business.

        The lending policy of NECB's subsidiary banks is designed to correspond
with its mission of remaining a community-oriented bank.  The loan policy sets
forth accountability for lending functions in addition to standardizing the
underwriting, credit and documentation procedures.  The typical loan
customer is an individual or small business which has a deposit relationship.
NECB, through its subsidiary banks, strives to provide an appropriate mix in
its loan portfolios of commercial loans and loans to individual consumers.

        The largest sector of consumer lending has traditionally been mortgage
loans secured by single family residential properties.  This includes both
first and second mortgages.  Second mortgages consist of equity lines of credit
and closed-end loans, such as home improvement and construction loans.
Historically, single family mortgage loans are considered to involve the least
risk to a lending institution. Applications for mortgage loans are received
primarily through the branch office network.  NEBT and EQBK will lend up to 95%
of the value of the collateral.  On loans in excess of 80% of the value of
collateral, borrowers are required to obtain mortgage insurance covering the
portion over 80%.  Interest rates charged for mortgage loans are primarily set
according to secondary market conditions, and terms generally follow the
underwriting requirements of the FHLMC in the granting of residential mortgage
loans and sells residential mortgage loans to the agency when market conditions
permit.  The sale of fixed rate mortgage loans in the secondary market provides
liquidity to make additional loans, revenues for servicing the sold loans, and
premiums and discounts to par upon the sale of such loans.

        NEBT and EQBK originate a variety of other consumer loans such as
short-term demand loans, automobile and boat loans and student loans.  Consumer
loans are made both on an unsecured basis and a secured basis.  Interest rates
charged on consumer loans are primarily determined by competitive loan
rates offered in its lending area.  The primary risk in such loans is the
borrower's ability to repay.  Such loans are typically made for small amounts,
which provides for risk diversification.

        The portfolio of commercial loans of NEBT and EQBK includes various
products.  NEBT's target market with respect to commercial lending consists of
small businesses with annual sales up to eight million dollars.  Commercial
mortgages are granted on owner occupied and investment properties up to
75% of the lesser of the cost or appraised value of the property.  Short-term
business loans are made on a demand basis to finance various cash needs of
customers.  Construction and land development financing is available to
qualified borrowers for development of sub-divisions or single family
residences.  Financing for capital expenditures, such as equipment, is provided
on an amortizing basis for terms up to five years.  NEBT and EQBK offer
revolving credit lines and commercial letters of credit primarily used
for performance bonding.

        NEBT's and EQBK's deposits are insured by the FDIC and are primarily
invested in investment securities and loans to borrowers within the NEBT's and
EQBK's respective market area.  A variety of loan products are available to
potential borrowers including secured and unsecured loans, inventory
financing, term loans, interim construction financing, mortgage loans and home
equity loans.  NEBT is an approved Federal Home Loan Mortgage Corporation
("FHLMC") lender, thereby allowing it to make mortgage loans, sell such loans
in the secondary market and retain the servicing rights to these loans.

        Both subsidiaries are members of the Federal Home Loan Bank ("FHLB")
through the Federal Home Loan Bank of Boston.  The FHLB encourages and supports
residential mortgage lending by allowing member banks to borrow money long term
at favored rates based on certain lending ratios and the ownership of shares in
the FHLB.

        Fee income is generated through traditional deposit related services
such as checking account charges, overdraft fees, stop payment and returned
item fees.   Twelve of NEBT's eighteen automated teller machines ("ATMs"),
which also generate fee income, are located at  NEBT's offices.  Two ATMs
are located within the terminal areas at Bradley International Airport in
Windsor Locks, Connecticut and four are installed in retail stores throughout
its market area.  The ATMs at branch locations are primarily for efficient
utilization of branch personnel resources and customer convenience, while
machines located away from NEBT premises are primarily utilized by non-
customers and provide NEBT with greater revenues than do the ATM's located at
branch locations.  The servicing of mortgage loans sold to the FHLMC and the
rental of safe deposit boxes to customers also provides revenues.

        NECB and its Subsidiaries had 185 full-time equivalent employees as of
December 31, 1996, compared to 115 employees at the end of 1995.  Employees are
not represented by a collective bargaining unit and the relationships with
employees of the Company are considered to be good.

        Competition and General Business Conditions.

        The banking business in Connecticut is intensely competitive.  During
the past several years the focus of the industry has shifted from improvement
in asset quality and expense reduction to growth in market share.  Connecticut-
based financial institutions had been adversely affected by the economic
downturn and devaluation of real estate.  Many of the banks in Connecticut and
the region had spent much of early nineties strengthening their balance sheets
in order to either position themselves for future opportunities or, in some
cases, simply to survive.  While this created an attractive opportunity for
expansion for well-capitalized institutions, many banks have not maintained a
capital cushion adequate enough to pursue these opportunities.  Accordingly,
the total number of competitors within the market has been decreasing.
However, NECB has come into competition with new banks as a result of the
erosion of the previous barriers to inter-state banking.

        Recently adopted Federal legislation permits adequately capitalized
bank holding companies to venture across state lines to offer banking services
through bank subsidiaries to a wider geographic market.  In light of this
change in the law, it will be possible for large super-regional organizations
to enter many new markets including the market served by NEBT and EQBK.
Certain of these competitors, by virtue of their size and resources, may enjoy
certain efficiencies and competitive advantages over NEBT and EQBK in the
pricing, delivery, and marketing of their products and services.

        There are approximately 28 commercial banks throughout Connecticut.  In
addition, large out-of-state banks compete for the business of Connecticut
residents and businesses located in NECB's primary market.  A number of other
depository institutions compete for the business of individuals and commercial
enterprises in Connecticut including savings banks, savings and loan
associations, brokerage houses, financial subsidiaries of other industries and
credit unions.  Other financial institutions, such as mutual funds, consumer
finance companies, factoring companies, and insurance companies, also compete
with NECB for both loans and deposits.  Competition for depositors' funds and
for creditworthy loan customers is intense.  Competition among financial
institutions is based upon interest rates and other credit and service charges,
the quality of services rendered, the convenience of banking facilities and in
the case of loans to larger commercial borrowers, relative lending limits.  As
in the past, NECB's future earnings will be affected by changes in the
prevailing interest rates, as well as other financial market developments and
regulatory controls beyond the control of NECB's Management.

        During the 1990's, the Connecticut banking industry has become more
concentrated with over 30 banks ceasing operations as a result of
reorganizations or failure.  Increasingly, the industry consists of a few very
large, regional or super-regional institutions, and a number of smaller
community-based banks whose success depends upon providing customer focused,
responsive products and services.

        The continued growth of super-regional institutions and the
potential for large out-of-area banking organizations to enter the local
banking market may create significant opportunities for efficiently operated,
service-oriented, community-based banking organizations.  NECB is optimistic
regarding the opportunities available to prudent, well capitalized community-
based banks to serve successfully and profitably the banking needs of their
constituents.

        NECB believes that to be successful, community banks must be able to
offer their customers competitive products and services of their own initiation
or through strategic alliances and contractual relationships with third
parties.  While offering desired products and services is important in
attracting and maintaining customer relationships, the delivery of such
products in a convenient, friendly, professional and responsive manner is
essential to the success of a community bank.  NECB's Management team and
staff continue to strive to meet the needs of customers and the community with
innovative products and friendly, responsive service at convenient locations.

        Despite this competition with institutions commanding greater financial
resources, the Bank's supply of funds has imposed no substantial impediment to
its normal lending functions.  While the Bank's are limited to making
commercial loans to a single borrower in an amount not to exceed fifteen
percent of its capital and has a "house limit" significantly below that level,
it has, on occasion, arranged for participation by other banks in larger loan
accommodations.

        NECB operates banks which are community-oriented with a commitment to
customer service, sound community relations and professional excellence.  The
target market of NEBT and EQBK consists of individual consumers and locally
based businesses.  Emphasis is placed upon "relationship banking" as NECB's
banks strive to provide the majority (if not all) of their clients' borrowing
and deposit needs.  NEBT's primary market area is located in north central
Connecticut.  The primary market area of EQBK consists of the Towns of
Wethersfield and Rocky Hill.  The area of Hartford south of Park Street forms
the secondary market of EQBK

        The Subsidiaries has focused on becoming an integral part of the
communities it serves.  Officers and employees are trained to meet the needs of
their customers and emphasis is placed on addressing the needs of the local
communities served.


<PAGE>



        Executive Officers of the Registrant.

        The following table sets forth certain information of each executive
officer of NECB who is not a director:

Name, Age and            Officer of    Principal Occupation
Position with NECB       NECB Since    During Past Five Years


Donat A. Fournier, 48    1993          Prior to employment with NECB,
                                       Vice President and Senior Loan Officer
                                       Mr. Fournier was Senior Executive
                                       Vice President with Eastland Financial
                                       Corporation in Woonsocket, Rhode Island

Anson C. Hall, 59        1993          Prior to employment with NECB,
                                       Vice President, Chief Financial Officer
                                       Mr. Hall owned and operated a business,
                                       and Treasurer Bestway Management,
                                       a management consulting firm

        Statistical Disclosure Required Pursuant to Securities Exchange Act,
Industry Guide 3.

        The statistical disclosures for a bank holding company required
pursuant to Industry Guide 3, not contained in Item 7  -- Management's
Discussion and Analysis of Financial Condition and Results of Operations  --
contained herein, are presented on the following pages of this Report on Form
10-K:

 Page(s) of
          Item of Guide 3
This Report

     II.  Investment Portfolio ................15

    III.  Loan Portfolio ......................16

      V.  Deposits ............................17

     VI.  Return on Equity and Assets .........17



<PAGE>



NECB, Inc. and Subsidiaries

S.E.C. GUIDE 3 - ITEM II

INVESTMENT PORTFOLIO

The following table presents maturities and weighted average yields at December
31, 1996.  The weighted average yields were calculated based on the cost and
effective yields to maturity of each security.  The weighted average yields on
income from municipal obligations and equity securities were adjusted to a
tax-equivalent basis.

<TABLE>
<CAPTION>
(Amounts in thousands)
Available for Sale(1):
                                        After One After Five                                   Weighted
                                Within But Within But Within      After          No             Average
                              One Year Five Years  Ten Years  Ten Years    Maturity      Total    Yield
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>
Debt securities issued by the
  U.S. Treasury and other U.S.
    government agencies           $6,124    $46,168    $11,022                           $63,314    6.74%
Mortgage-backed securities           259      2,446      1,148     $6,458                 10,311    6.98%
Corporate debt securities          2,503      5,620                                        8,123    6.22%
Marketable equity securities                                                   $3,689      3,689
                                 -------    -------   -------     -------     -------    -------    ------
                                  $8,886    $54,234    $12,170     $6,458      $3,689    $85,437
                                 -------    -------   -------     -------     -------    -------    ------
Weighted average yield             6.64%      6.40%      7.34%      6.99%                  6.81%
                                 -------    -------   -------     -------     -------    -------    ------

Held to Maturity:

Debt securities issued by the
  U.S. Treasury and other U.S.
    government agencies                      $3,507     $1,009                            $4,516    6.91%
Debt securities issued by states
    and political subdivisions
       of the states                            720      1,347       $774                  2,841    5.00%
                                 -------    -------   -------     -------     -------    -------
                                      $0     $4,227     $2,356       $774          $0     $7,357
Weighted average yield                        6.36%      5.99%      5.14%                  5.96%
                                 -------    -------   -------     -------     -------    -------

Total portfolio                   $8,886    $58,461    $14,526     $7,232      $3,689    $92,794
                                 =======    =======   =======     =======     =======    =======
Total weighted average yield       6.64%      6.39%      7.12%      6.88%                  6.73%
                                 =======    =======   =======     =======     =======    =======    ======

</TABLE>
(1) Amounts shown at amortized cost.


<PAGE>



NECB, Inc. and Subsidiaries

S.E.C. GUIDE 3 - ITEM III

LOAN PORTFOLIO

Types of loans at the end of each reporting period.

(Amounts in thousands)

<TABLE>
<CAPTION>
At December 31,                            1996         1995         1994         1993         1992
<S>                                     <C>          <C>          <C>          <C>           <C>
Commercial and financial                  $55,601      $39,474      $27,033      $14,439      $19,490
Real estate
  Construction                             12,250       12,841        1,883          830        3,929
  Residential                              76,970       63,025       50,382       51,433       59,609
  Commercial                              114,174       80,793       40,863       38,234       38,140
Consumer                                   30,001       26,102       12,464       10,760       14,154
                                          -------      -------      -------      -------      -------
  Loans outstanding                      $288,996     $222,235     $132,625     $115,696     $135,322
                                          =======      =======      =======      =======      =======


</TABLE>
NECB, Inc. and Subsidiaries

S.E.C. GUIDE 3 - ITEM III

LOAN PORTFOLIO

The following table shows the maturity and sensitivity of the Company's loan
portfolio outstanding as of December 31, 1996.
<TABLE>
<CAPTION>
                                                              After OneOne YearYear ThroughAfter
(Amounts in thousands)                           or Less     Five Years     Five Years    Total Loans
<S>                                             <C>          <C>              <C>            <C>
Commercial and financial                         $34,092        $15,083         $6,426        $55,601
  Real estate
    Construction                                   9,393            414          2,443         12,250
    Residential                                   35,995         22,012         18,963         76,970
    Commercial                                    57,049         48,693          8,432        114,174
Consumer                                          21,280          5,958          2,763         30,001
                                                 -------        -------        -------        -------
Total Loans                                     $157,809        $92,160        $39,027       $288,996
                                                 -------        -------        -------        -------
  Less:  allowance for possible loan losses                                                    (5,514)
                                                                                              -------
Total loans, net                                                                             $283,482
                                                                                              =======


</TABLE>

<PAGE>



NECB, Inc. and Subsidiaries

S.E.C. GUIDE 3 - ITEM V

DEPOSITS

The following table sets forth average deposits and average rates for each of
the years indicated:
<TABLE>
<CAPTION>
(Amounts in thousands)
                                   1996               1995                1994
                              Average            Average             Average
                              Balance   Rate     Balance     Rate    Balance     Rate
<S>                         <C>        <C>      <C>         <C>     <C>          <C>
  Demand deposits           $  62,707            $  39,395          $  32,754
                              -------              -------            -------
  Regular savings deposits     76,310   2.02%       47,746   2.16%     56,819    2.02%
  NOW accounts                 38,370   1.25%       23,405   1.14%     23,197    1.32%
  Money market deposits         5,014   1.10%        5,047   1.82%      4,396    2.73%
                              -------              -------            -------
     Total savings deposits   119,694   1.74%       76,198   1.83%     84,412    1.87%
                              -------              -------            -------
  Time deposits               153,004   5.39%       80,615   5.35%     63,619    3.74%
                              -------              -------            -------
Total Deposits               $335,405             $196,208           $180,785
                              =======              =======            =======

</TABLE>
NECB, Inc. and Subsidiaries

S.E.C. GUIDE 3 - ITEM VI

RETURN ON EQUITY AND ASSETS

<TABLE>
<CAPTION>
Years Ended December 31,                     1996         1995         1994         1993         1992
<S>                                        <C>          <C>          <C>          <C>           <C>
Return on average assets                    1.14%         0.91%        0.56%        0.20%       0.18%
Return on average equity                   12.28          9.61         8.34         3.26        3.08
Dividend payout ratio                      22.22         22.52         6.10         0.00        0.00
Equity to assets                            9.33          8.92         8.53         6.40        5.83


</TABLE>
ITEM 2.    PROPERTIES

        NECB is the owner of an operations center in East Hartford Connecticut
-- located at 20 Founders Plaza, East Hartford, Connecticut.  The 18,000 square
foot facility houses the data and item processing and customer service
functions and is adequate to support the foreseeable processing and support
needs of NECB.

        NEBT's designated main office is located at Old Windsor Mall, Windsor,
Connecticut.  In addition to the designated main office in Windsor, NEBT has
branches in Canton, East Windsor, Ellington, Enfield, Manchester (3), Somers,
Suffield and West Hartford.

        During the year ended December 31, 1996, the aggregate rental expenses
paid by NECB for all its office properties was approximately $336,000.  All
properties are considered to be in good condition and adequate for the purposes
for which they are used.

ITEM 3.    LEGAL PROCEEDINGS

              There are no pending material adverse legal proceedings other
than ordinary routine litigation incidental to normal business to which NECB,
NEBT or EQBK is a party or to which any of their properties are subject.  In
connection with the consummation of its acquisition of EQBK, certain
shareholders of EQBK gave notice of their intention to exercise their
dissenters' rights and receive cash rather than stock in NECB.  The arbitration
process concluded in January 1997 with the Company making payment to the
dissenters' for the amount it had reserved for such payment.

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

              No matters were submitted to a vote of security holders during
the fourth quarter of NECB's 1996 fiscal year.


<PAGE>



PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY
           HOLDER MATTERS

        As of December 31, 1996, there were 3,677,166 shares of NECB Common
Stock issued and outstanding which were held by approximately 3,000
shareholders of record.

        NECB's Common Stock is listed Nasdaq National Market.  The following
represents the high and low sale prices from each quarter during the last two
years:

                                                   1996
                                       High                      Low
                                      -------                 -------
1st Quarter . . . . . . . . . . . .   $11 1/4                 $9 3/4
2nd Quarter . . . . . . . . . . . .    13                     10 1/2
3rd Quarter . . . . . . . . . . . .    13                     11 1/2
4th Quarter . . . . . . . . . . . .    15 3/8                 12 5/8

                                                   1995
                                       High                      Low
                                      -------                 -------
1st Quarter . . . . . . . . . . . .    $8 1/2                 $7 1/2
2nd Quarter . . . . . . . . . . . .     8 1/2                  7 3/4
3rd Quarter . . . . . . . . . . . .    10                      7 3/4
4th Quarter . . . . . . . . . . . .    10 1/4                  9 1/4

        The following table shows per share quarterly cash dividends declared
upon the common stock over the last two years:

          1996                        1995
<TABLE>
<CAPTION>
<S>              <C>        <C>              <C>
Q1 ............   $0.06      Q1 ............   0.05
Q2 ............    0.07      Q2 ............   0.05
Q3 ............    0.07      Q3 ............   0.05
Q4 ............    0.08      Q4 ............   0.055

</TABLE>
        Dividends are generally declared within 45 days prior to the payable
date, to shareholders of record l0 to 15 days after the declaration date.

        Reference should be made to pages 6 of this Report on Form 10-K for a
discussion of Restrictions on Dividend Payments.

ITEM 6.    SELECTED FINANCIAL DATA

        Reference should be made to page 4 of this Report on Form 10-K for a
discussion of recent acquisitions which affect the comparability of the
information contained in this table.


<PAGE>




<TABLE>
<CAPTION>
(amounts in thousands; except per share data)
Years Ended December 31,                     1996         1995         1994         1993         1992
<S>                                      <C>          <C>          <C>          <C>           <C>
Earnings:
Net interest income                       $18,415      $10,564       $8,577       $8,223       $8,846
Provision for loan losses                   1,854          700          530          764        2,679
Noninterest income                          2,378        1,692        1,616        2,115        2,350
Noninterest expense                        12,701        8,591        7,895        9,337        7,272
Net income                                  4,262        1,980        1,103          409          373

Per share data:
Net income                                  $1.26        $0.91        $0.82        $0.31       $0.29
Dividends declared                           0.28        0.205         0.05

Balance sheet data (as of end of year):
Loans                                    $288,996     $222,235     $132,624     $115,696     $135,322
Assets                                    433,159      341,561      216,690      203,184     211,727
Deposits                                  386,897      307,161      196,872      188,466     196,178
Shareholders' equity                       40,411       30,480       18,473       13,012      12,334

Operating ratios:
Return on average assets                    1.14%         0.91%        0.56%        0.20%       0.18%
Return on average equity                    12.28          9.61         8.34         3.26        3.08
Net interest margin                          5.34          5.28         4.80         4.60        4.80


</TABLE>
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

       The following is Management's discussion of the financial condition and
results of operations on a consolidated basis for the three (3) years ended
December 31, 1996, of NECB.  The consolidated financial statements of NECB
include the accounts of NECB and its wholly-owned subsidiaries, NEBT and EQBK
which became a subsidiary of NECB on November 30, 1995.  Management's
discussion should be read in conjunction with the consolidated financial
statements and the related notes of NECB presented elsewhere herein.

Overview

       NECB reported net income for 1996 of $4,262,000 or $1.26 per share.
This represents a 115% increase over the $1,980,000 earned in 1995.  On an
earnings per share basis, 1996 increased 38% over the $0.91 earnings per share
for 1995.  The earnings and earnings per share for 1995 represented an 80% and
11% improvement, respectively, over the $1,103,000 or $0.82 per share earned in
1994.  Growth in net income and earnings per share during 1996 primarily
reflects the impact of the Company's merger with The Equity Bank and the
acquisition of Manchester State Bank (together the "acquisitions") coupled with
a strong net interest margin.  Both transactions were accounted for as
purchases and, as such, prior year comparative data were not restated to
include information about either entity.

       Returns on average assets for 1996, 1995 and 1994 were 1.14%, 0.91% and
0.56%, respectively, while returns on average equity were 12.28%, 9.61% and
8.34%.  These widely-used performance benchmarks are illustrative of NECB's
improving performance during the last three years.

       Net interest income on a fully taxable-equivalent basis totaled
$18,655,000 for 1996 compared to $10,685,000 in 1995.  The net interest margin
for 1996 was 5.34% versus 5.28% in 1995.  The increase in net interest income
is largely due to the acquisitions together with an improved mix of interest-
earning assets and interest-bearing liabilities.

       The provision for possible loan losses was $1,854,000 in 1996 compared
to $700,000 in 1995.  The increased provision recorded in 1996 is primarily
related to the growth experienced in conjunction with the acquisitions.

       Noninterest income increased to $2,378,000 in 1996 from $1,692,000 in
1995.  The increase is largely the result of the acquisitions, which provided
an additional $275,000 of recurring noninterest income in 1996.  Other factors
which served to increase noninterest income in 1996 included a 100% increase in
the gain on sale of loans and a nonrecurring payment from the State of
Connecticut for the settlement of a class action suit brought by financial
institutions concerning the taxability of certain investments.

       Noninterest expense totaled $12,701,000 in 1996, compared to $8,591,000
in 1995.  The increase is primarily the result of the acquisitions, net of the
cost reductions derived from the elimination of duplicate operations.

       Total loans at December 31, 1996 amounted to $288,996,000 compared to
$222,235,000 at December 31, 1995 while total deposits amounted to $386,897,000
at December 31, 1996 compared to $307,161,000 at December 31, 1995.  In both
cases, the increases were largely attributable to the acquisition of Manchester
State Bank which provided $68,659,000 in loans and $84,115,000 in deposits.

Acquisition Summary

       In November 1995, the Company created a second bank subsidiary when it
merged with The Equity Bank ("EQBK").  At the time of the transaction, EQBK had
approximately $116 million in assets and operated out of a single office in
Wethersfield, Connecticut.  In July 1996, the Company completed its acquisition
of Manchester State Bank ("MSB") which was subsequently merged with and into
New England Bank ("NEBT").  MSB was a $91 million bank headquartered in
Manchester, Connecticut, and operated three branches in the Town of Manchester.

       In an agreement dated February 20, 1997, the Company agreed to
acquire First Bank of West Hartford which will, like MSB, be merged with
and into NEBT.  The agreement is subject to the approval of regulators and
the shareholders of both NECB and First Bank and is expected to close in July
1997.

Net Interest Income

       Net interest income, which is the difference between interest earned on
earning assets and interest paid on deposits and borrowings, represents the
largest component of NECB's operating income.  The principal earning asset of
the Company is its loan portfolio  -- which is comprised of loans to finance
operations of businesses located within our market area, mortgage loans
to finance the purchase or improvement of properties used by businesses and
mortgage and personal loans to individuals.  Representing a quarter of the
Company's earning assets, NECB's investment portfolio also plays an important
part in the management of the Company's balance sheet.  While providing a
source of revenue, these funds are used to provide reserves and meet the
liquidity needs of the Company.  Excess reserves are available to meet the
borrowing needs of the communities we serve.  For the following discussion,
interest income is presented on a fully taxable-equivalent ("FTE") basis.  FTE
interest income restates reported interest income on tax exempt loans and
securities as if such interest were taxed at the statutory Federal income
tax rate of 34% for all periods presented.


<TABLE>
<CAPTION>
<S>                                            <C>         <C>         <C>
(Amounts in thousands)                           1996        1995        1994
Interest income (financial statements)          $28,828     $16,300     $12,551
Tax equivalent adjustment                           240         121          48
Interest expense                                (10,413)     (5,736)     (3,974)
                                                -------     -------     -------
Net interest income (fully taxable equivalent)  $18,655     $10,685      $8,625
                                                =======     =======     =======

</TABLE>

       In 1996, net interest income on a FTE basis was $18,655,000, a 75%
increase over the $10,685,000 reported in 1995.  The $10,685,000 for 1995
represented an increase of $2,060,000 or 24% from 1994.  The $7,970,000
increase in 1996 was primarily the result of the acquisitions  -- which
together helped serve to increase interest-earning assets by approximately
$146,800,000 and interest-bearing liabilities by $116,900,000 in 1996.


<PAGE>

<TABLE>
<CAPTION>


Consolidated Average Balances/Interest Earned or Paid/Rates 1994-1996

(Amounts in thousands)
                                       1996                           1995                        1994
                                     Interest                       Interest                    Interest
                           Average    Earned/             Average    Earned/           Average   Earned/
                           Balance     Paid     Rate      Balance     Paid     Rate    Balance     Paid   Rate
<S>                       <C>        <C>      <C>        <C>        <C>       <C>     <C>        <C>     <C>
 Assets
 Interest-earning assets:
  Federal funds sold        $6,637      $354    5.33%       $7,246      $407   5.62%    $6,760     $279    4.13%
  Investment securities     89,258     5,485    6.15%       50,962     3,079   6.04%    52,892    2,813    5.32%
  Loans (A)                253,242    23,229    9.17%      144,138    12,935   8.97%   119,690    9,507    7.94%
                           -------    ------              --------   -------           --------  ------
     Total interest-
     earning assets        349,137    29,068    8.33%      202,346    16,421   8.12%   179,342   12,599    7.03%
 Allowance for loan
               losses       (5,360)                         (2,543)                     (2,777)
 Cash & due from banks      15,417                           9,466                       9,542
 Other assets               16,299                           9,282                       9,349
                           -------                        --------                     --------
    Total Assets          $375,493                        $218,551                    $195,456
                           =======                        ========                     ========

Liabilities:
 Interest-bearing
          liabilities:
  Regular savings
          deposits         $76,310    $1,543    2.02%      $47,746   $1,033    2.16%   $56,819   $1,149    2.02%
  NOW accounts              38,370       480    1.25%       23,405      266    1.14%    23,197      307    1.32%
  Money market deposits      5,014        55    1.10%        5,047       92    1.82%     4,396      120    2.73%
                           -------    ------              --------   -------           --------  ------
     Total savings
     deposits              119,694     2,078    1.74%       76,198    1,391    1.83%    84,412    1,576    1.87%
  Time deposits            153,004     8,242    5.39%       80,615    4,312    5.35%    63,619    2,377    3.74%
  Borrowed funds             1,583        93    5.87%          532       33    6.20%       589       21    3.57%
                           -------    ------              --------   -------           --------  ------
     Total interest-
     bearing liabilities   274,281    10,413    3.80%      157,345    5,736    3.65%   148,620    3,974    2.67%
 Demand deposits            62,707                          39,395                      32,754
 Other liabilities           3,807                           1,206                         854
                           -------                        --------                     --------
    Total Liabilities      340,795                         197,946                     182,228
Equity                      34,698                          20,605                      13,228
                           -------                        --------                     --------
    Total Liabilities &
          Equity          $375,493                        $218,551                    $195,456
                           =======                        ========                     ========

Net interest income --
             FTE basis               $18,655                        $10,685                      $8,625
                                      ======                         =======                     ======
Net interest spread                             4.53%                          4.47%                       4.35%
Net interest margin                             5.34%                          5.28%                       4.81%

</TABLE>
(A) Average loans include nonaccruing loans.

       The net interest margin measures the difference in yield on, and the
mix of, interest-earning assets and interest-bearing liabilities.  Net interest
margin is affected by a number of factors including the volume, pricing and
maturity of earning assets and interest-bearing liabilities and interest rate
fluctuations.  Changes in nonperforming assets, together with interest lost
and recovered on those assets also affect comparisons of net interest income.

       Several factors served to increase the net interest margin to 5.34% in
1996 from 5.28% in 1995.  Noteworthy was the effect of combining NECB's
balances with those of the acquired banks.  Added to this was a general
reduction in market interest rates and changes in the mix of assets and
liabilities.

       Each of the acquired banks brought with them an interest rate structure
which, when compared to the Company's existing structure, generally included
higher rates earned and paid.  This had the effect of increasing the average
rates of the combined Company.  Management believes that, absent the general
decrease in market rates in 1996, the effect of the acquisitions would have
been a modestly reduced net interest margin when compared to 1995.

       The overall decrease in market rates is most evident in the change to
the average prime rate which occurred during 1996.  The prime rate is generally
defined as the rate banks charge on loans to their most creditworthy borrowers
and other interest rates are frequently indexed to the prime rate.  The prime
rate averaged 8.27% during 1996 compared to 8.50% for 1995 (source: The Wall
Street Journal).

       Finally, the increase in the percentage of earning assets represented by
loans coupled with an increase in demand deposits (noninterest bearing)
helped serve to increase the net interest margin.

Insert Average Earning Asset Mix

                             1996           1995
                             ----           ----
Securities                   25.6%          25.2%
Loans                        72.0%          70.8%
Other                         2.4%           4.0%

       Average interest-bearing liabilities increased to $274,281,000 in 1996,
from $157,345,000 in 1995, primarily due to the acquisitions.  The interest
rates paid on these liabilities averaged 3.80% in 1996 compared to 3.65% in
1995.  The 15 basis point increase in rates paid on interest-bearing
liabilities  -- time deposits in particular  -- reflects the generally higher
rate structure of the acquired institutions.  Overall, the Company expects that
given the current interest rate environment and the competitive costs of
attracting and retaining core deposits the net interest margin will decrease
modestly during 1997.

Rate/Volume Analysis

       Changes in net interest income between years is divided into two
components  -- the change resulting from the change in average balances of
earning assets and interest-bearing liabilities (or "volume") and the change in
the rates earned or paid on these balances.  The change in interest income and
interest expense attributable to changes in both volume and rate, which cannot
be segregated, has been allocated proportionately to the absolute values of the
changes due to volume and rate.  The following table is presented on a FTE
basis.

(amounts in thousands)
<TABLE>
<CAPTION>
                                          1996                     1995
                                              Change due to              Change due to
                                 Increase       Change in:     Increase    Change in:
                               (Decrease)     Rate     Volume (Decrease) Rate  Volume
<S>                              <C>         <C>      <C>     <C>      <C>     <C>
Interest-earning assets:
Federal funds sold                   $(53)     $(19)     $(34)   $128    $107     $21
Investment securities               2,406        97     2,309     266     372    (106)
Loans                              10,294       501     9,793   3,428   1,332    2,096
                                  -------      ----    ------  ------  ------  -------
Total interest income change       12,647       579    12,068   3,822   1,811    2,011
                                  -------      ----    ------  ------  ------  -------

Interest-bearing liabilities:
Regular savings deposits              510      (103)      613    (116)     76     (192)
NOW account deposits                  214        41       173     (41)    (44)       3
Money market deposits                 (37)      (37)              (28)    (44)      16
                                  -------      ----    ------  ------  ------  -------
      Total savings deposits          687       (99)      786    (185)    (12)    (173)
Time deposits                       3,930        58     3,872   1,935   1,195      740
Borrowed funds                         60        (5)       65      12      14       (2)
                                  -------      ----    ------  ------  ------  -------
Total interest expense change       4,677       (46)    4,723   1,762   1,197      565
                                  -------      ----    ------  ------  ------  -------

Net interest income change         $7,970      $625    $7,345  $2,060    $614   $1,446
                                  =======      ====    ======  ======  ======  =======

</TABLE>
As is shown above, the majority of the increase in net interest income in 1996
is attributable to changes in volume which is primarily the result of the
acquisitions.


<PAGE>


Noninterest Income

       For 1996, noninterest income increased 41% from 1995 and totaled
$2,378,000 compared to $1,692,000 and $1,616,000 for 1995 and 1994,
respectively.  Service charges, fees and commissions totaled $1,703,000 in 1996
compared to $1,385,000 in 1995, an increase of 23%.  Included in service
charges, fees and commissions are fees on deposits, loan servicing fees and
other fees and charges.  Most of the increase in this category can be
attributed to the acquisitions which together provided an additional $275,000
of recurring fee income in 1996.  ATM usage fees and fee income from the
Company's debit card program (MasterMoney<trademark>) together rose 61% from
$90,000 in 1995 to $145,000 in 1996.

       Gains on sales of loans increased by $192,000 and totaled $385,000 for
1996 compared to $193,000 for 1995.  For 1996, the Company increased its
production of mortgages originated for sale by $11,000,000, from $23,000,000 in
1995 to $34,000,000 in 1996.  The 48% increase is largely due to the Company's
expanded market area taken together with the relatively favorable interest rate
environment experienced in 1996.  With fixed rate conventional mortgage rates
below 8% for most of 1996, borrowers preference for financing home purchases
with fixed rate mortgages remained strong.  As part of its asset/liability
management process, NECB generally sells these mortgages in the secondary
market.  Correspondingly, the related servicing income increased approximately
10% and totaled $263,000 in 1996 compared to $241,000 in 1995.

Noninterest Expense

       Total noninterest expense was $12,701,000 in 1996 and $8,591,000 in
1995.  The increase of $4,110,000 or 48% is primarily the result of the
acquisitions.  In 1995, total noninterest expense increased $696,000 or 9% to
$8,591,000 from $7,895,000 in 1994.  The largest component of the increase in
noninterest expense in 1996 resulted from the $2,557,000 increase in salaries
and employee benefits which again is primarily due to the acquisitions.
Occupancy expense and furniture and equipment rose in response to capital
outlays for technological upgrades and improvements in conjunction with the
purchase and outfitting of the Company's new Technology Center in East
Hartford.  The Center, which opened in March 1996, was created to serve the
changing information and systems needs of the Company and its customers and is
staffed by professionals drawn from both subsidiary banks.  Outside services
rose $319,000 in 1996 due to the integration of the acquired banks and for
other initiatives.  Reflecting both the improved financial condition of the
Company and the savings derived from aggregating coverages made possible from
the acquisitions, insurance and assessments decreased $226,000 or 62% from
$363,000 in 1995 to $137,000 in 1996.  Intangible asset amortization amounted
to $155,000 in 1996, as $4,592,000 of goodwill was recognized in connection
with the acquisitions.

       Management maintains control over noninterest expenses by assigning
authority for expense-incurring activities to specific managers and by
providing these managers with tools for planning and monitoring the
performance of their duties.  In working with senior officers, line managers
are able to anticipate and minimize the expense of the goods and
services needed to perform efficiently.  This ongoing management process
coupled with the cost reductions derived from the acquisitions is illustrated
by the improvement in the Company's efficiency ratio which reached 59.99% in
1996.

Efficiency ratio

          1996           1995           1994
          ----           ----           ----
         59.99%         68.26%         74.85%

Income Taxes

       In 1996, the Company recognized income tax expense of $1,976,000, an
effective tax rate of 31.68%.  This compares to income tax expense of $985,000
in 1995, an effective rate of 33.19%.  The decrease in the effective tax rate
is attributable to increased investment in tax-exempt securities and a
reduction in the valuation reserve for deferred tax assets.


<PAGE>


Balance Sheet Analysis

       Total assets increased to $433,159,000 at December 31, 1996 compared to
$341,561,000 at December 31, 1995.  The $68,659,000 in loans and $84,115,000 in
deposits the Company acquired in connection with the MSB acquisition is
primarily responsible for the increased asset size.

<TABLE>
<CAPTION>
Balance Sheet Highlights (in thousands)
                          1996           1995         Change
                         -----          -----         ------
<S>                  <C>            <C>               <C>
Total Assets          $433,159       $341,561          26.8%
Earning Assets         395,494        318,458          24.2%
Securities              93,315         82,129          13.6%
Loans                  288,996        222,235          30.0%
Total Deposits         386,897        307,161          26.0%
Equity                  40,411         30,480          32.6%
</TABLE>

       NECB's securities portfolio increased $11,186,000 or 14% from
$82,129,000 at December 31, 1995 to $93,315,000 at December 31, 1996.  While
the amortized cost of securities available-for-sale increased from $74,793,000
at December 31, 1995 to $85,437,000 at December 31, 1996, securities held to
maturity remained virtually unchanged and totaled $7,066,000 and $7,357,000 at
December 31, 1995 and 1996, respectively.  The continued emphasis on holding
securities available-for-sale allows the Company to increase its commitment to
intermediate term loans while maintaining sufficient liquidity to meet
the continuing needs of its customers.  The unrealized gain on securities
available-for-sale increased to $521,000 at December 31, 1996, from $270,000 at
December 31, 1995.

Loans

       The Company's loan portfolio inherently includes credit risk.  NECB
attempts to control this risk in three principal ways:  i) through a thorough
analysis of applications for credit; ii) maintaining an appropriate level of
loan diversification; and iii) continuing examinations of both outstanding and
delinquent loans.  NECB endeavors to identify potential problem loans early, to
take charge-offs promptly based upon realistic assessment of likely losses and
to maintain adequate reserves for possible loan losses.  The Company's
portfolio is diversified by borrower, industry and product.

<TABLE>
<CAPTION>
Loan Portfolio Composition (pie chart)   1996           1995
<S>                                   <C>            <C>
Commercial and financial               19.24%         17.76%
Real estate
  Construction                          4.24%          5.78%
  Residential                          26.63%         28.36%
  Commercial                           39.51%         36.35%
Consumer                               10.38%         11.75%
</TABLE>

       Total loans increased $66,761,000 from $222,235,000 at December 31, 1995
to $288,996,000 at December, 31, 1996.  This increase is largely the result of
the MSB acquisition.  In addition to the acquisition, NECB added to outstanding
loans by originating new loans which exceeded repayments and payoffs by
$2,260,000 and purchasing loans of $828,000 from another lender.  In a market
best characterized by moderate loan demand and highly competitive pricing, the
Company continued to target the small business market for both owner occupied
real estate and for commercial and financial loans.  Through both aggressive
marketing and responsive loan officers, this effort is reflected in the change
in the Company's loan composition in 1996.  It is the Company's goal to become
the preferred small business lender in its service area and thus the
percentage of commercial and financial and commercial real estate loans should
increase further in 1997.

Nonperforming Assets

       Nonperforming assets are assets on which income recognition in the form
of principal and/or interest has either ceased or is limited, thereby reducing
the Company's earnings.  Nonperforming assets include nonaccrual loans and
other real estate owned ("OREO").  Generally, loans are placed in nonaccrual
status when they are past due greater than ninety days or the repayment of
interest or principal is considered to be in doubt.  In addition to
nonperforming assets, the asset quality of the Company can be measured by the
amount of the provision, charge-offs and several credit quality ratios
presented in the discussion concerning Provision and Allowance for Loan Losses.


<PAGE>



NECB's nonperforming assets at December 31, 1992 through 1996 are presented
below:
<TABLE>
<CAPTION>
(amounts in thousands)
Years Ended December 31,          1996       1995       1994    1993     1992
<S>                            <C>         <C>       <C>      <C.      <C>
Nonaccrual loans                 $5,759     $4,725    $2,975   $3,176   $3,144
Other real estate owned           2,109        728       573    1,048    5,761
                                 ------     ------    ------   ------   ------
Total nonperforming assets       $7,868     $5,453    $3,548   $4,224   $8,905
                                 ======     ======    ======   ======   ======
</TABLE>
       Nonperforming assets increased $2,415,000 or 44% to $7,868,000 at
December 31, 1996 from $5,453,000 at December 31, 1995.  At December 31, 1996,
nonperforming assets as a percentage of total loans and other real estate owned
and as a percentage of total assets were 2.70% and 1.81%, respectively,
compared to 2.5% and 1.60% at December 31, 1995.  The increase in total
nonperforming assets in the year ended December 31, 1996 primarily resulted
from the acquisitions.

       OREO consists of properties acquired through foreclosure proceedings.
These properties are recorded at the lower of the carrying value of the related
loans or the estimated fair market value less estimated selling costs.  Charges
to the allowance for loan losses are made to reduce the carrying amount of
loans to the fair market value of the properties less estimated selling
expenses upon reclassification as OREO.  Subsequent reductions are charged to
operating income.
<TABLE>
<CAPTION>
Activity in Nonperforming Assets
(Amounts in thousands)

                                                 1996           1995
<S>                                          <C>             <C>
Balance at beginning of year                   $5,453         $3,548
Additions                                       5,341          2,443
Changes incident to acquisitions                4,945          3,393
Reductions
    Payments                                   (2,654)        (1,623)
    Returned to performing Status                (943)          (598)
    Charge-offs/writedowns                     (3,268)        (1,014)
    Sales/other, net                           (1,006)          (696)
                                               ------         ------

Balance at end of year                         $7,868         $5,453
                                               ======         ======

</TABLE>

       At December 31, 1996, loans past due in excess of ninety days and
accruing interest amounted to $395,000 compared to $273,000 at December 31,
1995.  Although these loans are not included in nonperforming assets,
Management reviews these loans when considering risk elements to determine the
overall adequacy of the loan loss reserve.

Provision and Allowance for Loan Losses

       NECB's allowance for loan losses represents amounts available for future
credit losses.  Management continually assesses the adequacy of their
allowances for loan losses in response to current and anticipated economic
conditions, specific problem loans, historical net charge-offs and the overall
risk profile of their loan portfolios.  Management allocates specific
allowances to individual problem loans based upon its analysis of the potential
for loss perceived to exist related to such loans.  In addition to the specific
allowances for individual loans, a portion of the allowance is maintained as a
general allowance.  The amount of the general allowance is determined through
Management's analysis of the potential for loss inherent in those loans not
considered problem loans.  Among the factors considered by Management in this
analysis are the number and type of loans, nature and amount of collateral
pledged to secure such loans and current economic conditions.  Based upon these
analyses, the Company believes that its allowance for loan losses at year-end
is adequate.

       The following table summarizes the activity in the allowance for
possible loan losses for the years ended December 31, 1992 through 1996.  The
allowance is maintained at a level consistent with identified loss potential
and the perceived risk in the portfolio.  It is not considered meaningful to
allocate the allowance according to geographic area as NECB's market
area is homogeneous and limited in size.


<PAGE>

<TABLE>
<CAPTION>
(Amounts in thousands)
Years Ended December 31,                                1996      1995        1994      1993        1992
<S>                                                  <C>        <C>         <C>       <C>        <C>
Loans charged-off:
   Commercial and financial                             $945      $154         $92      $216        $539
   Real estate                                         2,063       750         892       930       2,348
   Installment loans to individuals                      141        74          17         80        121
                                                      ------     -----      ------    -------    -------
             Total charge-offs                         3,149       978       1,001      1,226      3,008
                                                      ------     -----      ------    -------    -------
Recoveries on loans charged-off:
   Commercial and financial                               66       150          51         17          4
   Real estate                                           254        27         163         22         54
   Installment loans to individuals                       33        22          37         10         26
                                                      ------     -----      ------    -------    -------
             Total recoveries                            353       199         251         49         84
                                                      ------     -----      ------    -------    -------
Net loans charged-off                                  2,796       779         750      1,177      2,924
Provision charged to operations                        1,854       700         530        764      2,679
Balance, at beginning of year                          4,446     2,564       2,784      3,197      3,442
Changes incident to acquisitions                       2,010     1,961
                                                      ------     -----      ------    -------    -------

Balance, at end of year                               $5,514    $4,446      $2,564     $2,784     $3,197
                                                      ======     =====      ======    =======    =======
Ratio of net charge-offs during the period to
  average loans outstanding during the period            1.1%      0.5%        0.6%       0.9%       2.0%
Ratio of allowance for loan losses to total loans        1.9       2.0         1.9        2.4        2.4
Ratio of allowance for loan losses to
  nonperforming assets                                  70.1      81.5        72.3       65.9       35.9
Ratio of allowance for loan losses to
  nonaccrual loans                                      95.7      94.1        86.2       87.7      101.7

</TABLE>

       NECB's allowance for loan losses increased $1,068,000 from December 31,
1995 to $5,514,000 at December 31, 1996.  The 1996 provision for loan losses
was $1,854,000 compared to $700,000 for 1995.  This increase is primarily the
result of the acquisitions together with a higher level of delinquencies.
During 1996, net charge-offs increased $2,017,000 to $2,796,000 from $779,000
in 1995.  Of this increase, approximately $1,200,000 was from loans acquired
from MSB.  The majority of these loans had been specifically reserved by MSB in
anticipation of the need to be charged-off.  The ratio of net charge-offs to
average loans increased to 1.10% in 1996 compared to .54% in 1995.  The
allowance for loan losses decreased to 1.91% of total loans at December 31,
1996 from 2.00% at December 31, 1995.  At December 31, 1996, the allowance as a
percentage of nonperforming assets and as a percentage of nonaccrual loans was
70.1% and 95.7%, respectively, compared to 81.5% and 94.1% at December 31,
1995.

       The following table reflects the Allowance for Loan Losses as of
December 31, 1996 with allocations categorized by loan type:
<TABLE>
<CAPTION>
(Amounts in thousands)                Allocation of  Percentage of
                                      Allowance for   loan type to
Loans by type                          Loan Losses     total loans
<S>                                       <C>            <C>
Commercial & Financial                       $849          19.3%
Real Estate:
    Construction                              141           4.2
    Residential                             1,702          26.6
    Commercial                              2,502          39.5
Consumer                                      320          10.4
                                           ------         -----
    Total                                  $5,514         100.0%
                                           ======         =====

</TABLE>
       As noted, NECB's subsidiaries perform ongoing reviews of loans to
determine the required allowance for possible loan losses at any given date.
To facilitate this process, an individual loan rating system is utilized.  In
the review process, the subsidiaries assess factors including the borrower's
past and current financial condition, repayment ability and liquidity, the
nature of collateral and changes in its value, current and anticipated economic
conditions and other factors deemed appropriate.  These reviews are dependent
upon estimates, appraisals and judgments which can change quickly because of
changing economic conditions and Management's perception as to how these
factors affect the financial condition of debtors.  The loan rating process
classifies loans according to the subsidiaries' uniform classification system.
The subsidiaries consider performing loans rated as "substandard" and
"doubtful" to be potential problem loans.  "Substandard" loans are
characterized by well-defined weaknesses such as deteriorating or inadequate
collateral or impaired repayment ability.  A loan is considered "doubtful" when
similar conditions exist but are more severe in nature.

       At December 31, 1996, NECB considered loans totaling approximately
$15,635,000 to be potential problems compared to $14,067,000 at December 31,
1995.  Included in these totals were loans totaling $9,877,000 and $9,342,000,
respectively, which were not classified as nonperforming loans because such
loans are performing according to their terms.

Deposits

       Total deposits increased $79,736,000 or 26% from $307,161,000 at
December 31, 1995 to $386,897,000 at December 31, 1996.  This increase is
largely attributable to the acquisition of MSB which provided $84,115,000 in
deposits.  As discussed earlier, the interest rate structures of the acquired
banks were frequently at or near the top end of the rates offered throughout
their markets.  This often attracted funds from depositors who only sought the
highest rates then being offered.  Since the need for such funds was less
prevalent after the acquisitions (primarily due to moderate loan demand and a
strong liquidity position), much of these funds did not stay with the Company.
As a result, absent the effect of the acquisition, time deposits would have
decreased by approximately $10,000,000 from 1995.  This taken together with the
Company's focus on small-business development helped shift the mix of deposits
from higher priced time deposits to noninterest-bearing demand deposits and NOW
accounts.  The percentage of noninterest-bearing demand deposits to total
deposits increased to 20.4%  from 19.5% at December 31, 1996 and 1995,
respectively.

Asset Liability Management

       Asset liability management provides for a structured process for
prudently managing the Company's liquidity, capital and market risk.
Asset/liability management is guided by policies reviewed and approved annually
by the Company's Board of Directors.  Among other things, the policy delegates
responsibility for asset-liability management to the Asset/Liability
Committee ("ALCO") within each subsidiary bank.  The committees guide all the
day-to-day asset/liability management activities of the respective subsidiary.

Interest-Rate Risk

       Interest-rate risk is defined as the sensitivity of the Company's income
to short and long-term changes in interest rates.  The principal objective of
interest rate risk management is to control this risk within the limits and
guidelines indicated in the Company's asset/liability policy.  The Company
identifies and manages its interest-rate risk through both simulation
models and gap analysis.  The simulation analysis is used to both measure and
analyze the Company's net interest income sensitivity over one and two-year
time horizons.  The simulation process involves the modeling of interest income
and expense from the Company's balance sheet during a specified period of time
and under a variety of interest-rate scenarios.  The model is used to examine
the impact on earnings given an immediate 200 basis point rise or fall in
interest rates (a "shock") or a gradual 200 basis point rise or fall in
interest rates (a "ramp") as well as other forecasted interest change
scenarios.  Each model includes assumptions as to the effect of volume changes,
prepayment rates and repricing characteristics for both contractual and
noncontractual assets and liabilities.

       Gap analysis provides a point-in-time "snapshot" of the maturity and
repricing characteristics of the Company's balance sheet.  The report is
prepared by allocating all assets and liabilities according to either
contractual or anticipated maturity or repricing.  The Company's policy
specifies that the cumulative one-year gap should be less than 10% of total
assets.  As is shown in the table below, as of December 31, 1996, the Company
was .50% liability sensitive at the cumulative one year gap.


<PAGE>



<TABLE>
<CAPTION>
Interest-Rate Gap Analysis
December 31, 1996                                        Cumulatively Repriced Within

Amounts in thousands, by repricing date    3 Months      4 to 12       1 to 5       After 5
                                            or Less       Months        Years        Years        Total
<S>                                        <C>          <C>         <C>          <C>         <C>
Cash                                         $9,675                                $21,954      $31,629
Securities                                    5,354       $6,783      $56,817       26,114       95,068
Loans                                        51,526      106,283       92,160       39,027      288,996
Loans held-for sale                           1,755                                               1,755
Other Assets                                                                        15,711       15,711
                                            -------      -------     --------     --------      -------
  Total assets                               68,310      113,066      148,977      102,806      433,159

Deposits
  Demand                                     $3,940                    $3,940      $70,913      $78,793
  Savings                                    14,161      $28,323       49,565       49,565      141,614
  Time                                       48,536       86,567       31,060          328      166,491
                                            -------      -------     --------     --------      -------
    Total                                    66,637      114,890       84,565      120,806      386,898
Short-term borrowings                         2,003                                               2,003
Other liabilities                                                                    3,847        3,847
Equity                                                                              40,411       40,411
Total liabilities and shareholders' equity   68,640      114,890       84,565      165,064      433,159
                                            -------      -------     --------     --------      -------
Periodic                                    $  (330)     $(1,824)     $64,412     $(62,258)
                                            -------      -------     --------     --------
Cumulative gap                              $  (330)     $(2,154)     $62,258
                                            =======      =======     ========
Cumulative gap as % of total assets           (0.08)%      (0.50)%      14.37%

</TABLE>
       Through both the modeling process and the complementary gap analysis,
Management believes that the exposure of the Company's income to either a rate
shock or gradual change in interest rates is modest.

Liquidity Risk

       Management's objective for liquidity risk is to ensure the ability of
the Company and its subsidiaries to meet their obligations.  These obligations
include the withdrawal of deposits on demand or at maturity, the repayment of
borrowings as they mature and the ability to fund existing and new loan
commitments.  Accordingly, NECB's subsidiaries have liquidity policies
which provide flexibility to meet cash needs.  The liquidity objective is
achieved through the maintenance of readily marketable investment securities as
well as a balanced flow of asset maturities, prudent pricing on loan and
deposit products and the sale of mortgage loans in the secondary market.
Liquidity at NECB is measured and monitored daily, enabling Management to
identify and respond to trends occurring in the Company's balance sheet.

       In 1995 NEBT joined the Federal Home Loan Bank of Boston (FHLBB) to
further enhance its liquidity position.  The FHLBB provides its member banks
with credit by accepting as collateral the member bank's mortgage assets.
Through its membership, NEBT has available a line of credit for $3,500,000 and
also has the ability to pledge up to $60,000,000 of its assets to meet its
credit needs.  EQBK has available a line of credit for $2,100,000 and has the
ability to pledge up to $25,000,000 of its assets to meet its credit needs.
NECB has alternative sources of liquidity available including federal funds
purchased and repurchase agreements.  Purchases of federal funds and borrowing
on repurchase agreements may be utilized to meet short-term borrowing needs.
NECB believes that its policies will enable it to maintain adequate liquidity
and to prudently commit funds to loans or investments, depending upon
underlying risk, demand and rate of return.

       As shown in the Consolidated Statements of Cash Flows, NECB experienced
an increase of $7,679,000 in the amount of cash and cash equivalents at
December 31, 1996 compared to December 31, 1995.  This compares to a decrease
of $4,091,000 in 1995, compared to December 31, 1994.  The increase in 1996 was
largely due to the acquisition of MSB coupled with a decrease throughout the
year in interest-bearing account balances.

<PAGE>

Capital

       At December 31, 1996, total shareholders' equity was $40,411,000, an
increase of $9,931,000 compared to $30,480,000 at December 31, 1995.  In July
1996, in acquiring MSB, 549,300 shares of common stock were issued by NECB at a
value of $6,310,000.  Also increasing capital in 1996 was the retention of
$3,310,000 in earned income, $170,000 from shares issued in conjunction with
exercise of stock options and a $141,000 increase in the unrealized holding
gain on securities available for sale.  During 1995, shareholders' equity
increased $12,007,000 to $30,480,000 from $18,473,000 at December 31, 1994.  In
November 1995, capital increased $9,507,000 when the Company issued 1,004,000
shares of Common stock in exchange for all of the outstanding shares of EQBK.
Following the acquisition, EQBK has been operating as a subsidiary of NECB.

       The Company endeavors to maintain an optimal amount of capital upon
which an attractive return to shareholders will be realized over the short and
long run while meeting all regulatory requirements for minimum levels of
capital.

       As of December 31, 1996, the Company exceeded all regulatory capital
ratios and the subsidiaries were categorized as "well capitalized."  The
various capital ratios of the Company for December 31, 1996 and 1995 were:

<TABLE>
<CAPTION>
                                          Minimum Level      1996           1995
<S>                                            <C>          <C>          <C>
Total Risk-Based                                 8%          13.5%          13.5%

Tier 1 Risk-Based                                4%          12.2%          12.3%

Leverage                                         4%           8.5%          11.9%

</TABLE>
Recent Accounting Pronouncements

       In June 1996, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfer and
Servicing of Financial Assets and Extinguishments of Liabilities."  This
Standard is based on a financial-components approach under which an entity
recognizes the financial and servicing assets it controls and the liabilities
it has incurred as a result of a transfer of financial assets, and recognizes
financial assets when control has been surrendered, and derecognizes
liabilities when extinguished.  This standard is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring
after December 31, 1996 (except for certain provisions deferred for one year
by SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125"), and must be applied prospectively.  The Company does not
expect that, upon adoption, this statement will have a material effect on its
consolidated financial statements.

Forward Looking Statements

       Certain statements contained in this Annual Report on Form 10-K,
including those contained in this Item 7 and in Item 1, are forward looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 are thus prospective.  Such forward looking statements are subject to
risks, uncertainties and other factors which could cause actual results to
differ materially from future results express or implied by such statements.
Such factors include, but are not limited to:  changes in interest rates,
regulation, competition and the local and regional economy.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

       The financial statements required by this item are filed as a separate
part of this report (see Appendix A)

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

        None.

<PAGE>


PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        NECB's Proxy Statement under the caption "Election of Directors"
contains the information required by this Item with respect to directors and
certain executive officers of NECB.  Such information is incorporated herein by
reference.  Certain additional information regarding executive officers of
NECB, who are not also directors, appears under Item 1 of this Form 10-K.

ITEM 11.   EXECUTIVE COMPENSATION

        NECB's Proxy Statement under the caption "Executive Compensation"
contains the information required by this Item.  Such information is
incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        NECB's Proxy Statement contains under the caption "Security Ownership
of Directors and Executive Officers" the information required by this Item.
Such information is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        NECB's Proxy Statement under the caption "Other Information Relating to
Directors and Executive Officers" contains the information required by this
Item.  Such information is incorporated herein by reference.

PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
           ON FORM 8-K

(a) (1) (2)   List of Financial Statements Financial Statement Schedules.

        The consolidated financial statements and report of independent public
accounts of New England Community Bancorp, Inc. and subsidiaries are listed in
the index appearing on page 35 of this report on Form 10-K.

(a) (3) List of Exhibits

        Exhibit No.   Description

                (3a)  Amended and Restated Certificate of Incorporation of
                      New England Community Bancorp, Inc. was filed on
                      June 20, 1995 as Exhibit 3.1 to New England Community
                      Bancorp, Inc.'s Registration Statement on Form S-4
                      (No.33-93640) and is incorporated herein by reference.

                (3b)  Amended and Restated Bylaws of New England Community
                      Bancorp, Inc. was filed on March 31, 1995 as Exhibit 3.2
                      to New England Community Bancorp, Inc.'s Annual Report on
                      Form 10-K for the fiscal year ended December 31, 1994 and
                      are incorporated by reference.

                (10a) The Employment Agreement between New England Bank
                      and Trust Company and David A. Lentini dated August 9,
                      1994 was filed as Exhibit 10.3 to Olde Windsor Bancorp,
                      Inc.'s, now known as New England Bancorp, Inc.'s,
                      Registration Statement on Form S-1 (No. 33-83622) and is
                      incorporated herein by reference.

                (10b) The Employment Agreement by and between New England
                      Bank and Trust Company and David A. Lentini dated August
                      31, 1993 was filed as Exhibit 10.4 to Olde Windsor
                      Bancorp, Inc.'s, now known as New England Community
                      Bancorp, Inc.'s, Registration Statement on Form S-1 (No.
                      33-83622) and is incorporated herein by reference.

                (10c) The Employment Agreement by and between New England
                      Bank and Trust Company and Donat A. Fournier dated August
                      31, 1993 was filed as Exhibit 10.5 to Olde Windsor
                      Bancorp, Inc.'s, now known as New England Community
                      Bancorp, Inc.'s, Registration Statement on Form S-1 (No.
                      33-83622) and are incorporated herein by reference.

                (10d) The Employment Agreement by and between New England
                      Bank and Trust Company and Donat A. Fournier dated August
                      9, 1994 was filed on October 20, 1994 as Exhibit 10.6 to
                      New England Community Bancorp, Inc.'s Registration
                      Statement on Form S-1 (No. 33-83622), Amendment 1, and
                      is incorporated herein by reference.

                (10e) The Employment Agreement by and between New England
                      Bank and Trust Company and Anson C. Hall dated
                      August 9, 1994 was filed on October 20, 1994 as Exhibit
                      10.7 to New England Community Bancorp, Inc.'s
                      Registration Statement on Form S-1 (No. 33-83622),
                      Amendment Number 1, and is incorporated herein by
                      reference.

                (10f) The Employment Agreement by and between New England
                      Community Bancorp, Inc. and Frank A. Falvo dated December
                      6, 1996.

                (21)  List of Subsidiaries.

                (27)  Financial Data Schedule.


<PAGE>



(b)     Reports on Form 8-K:

           Form 8-K filed October 3, 1996

           Item 5 Other Events

           Reported that at a meeting of the Board of Directors of NECB held on
           September 19, 1996, the Registrar and Transfer Company was appointed
           as the Company's sole stock transfer agent, sole registrar and sole
           dividend distribution agent.  Registrar and Transfer Company
           replaced the Company's former transfer agent (ChaseMellon
           Shareholder Services) with the close of business on October 11,
           1996.


<PAGE>



APPENDIX A
Index to Financial Statements:

Report of Independent Certified Public Accountants for the Years Ended
December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . .F-1

Consolidated Balance Sheets at December 31, 1996 and 1995. . . . . . . . .F-2

Consolidated Statements of Income for the Years Ended
    December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . . . .F-3

Consolidated Statements of Changes in Shareholders' Equity for the
    Years Ended December 31, 1996, 1995 and 1994 . . . . . . . . . . . . .F-4

Consolidated Statements of Cash Flows for the Years
    Ended December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . .F-5

Notes to Consolidated Financial Statements for the
    Years Ended December 31, 1996, 1995 and 1994 . . . . . . . . . . . F-6-21



<PAGE>





Shatswell, MacLeod & Company, P.C. [Letterhead]
83 Pine Street
West Peabody, Massachusetts  01960

To the Board of Directors
New England Community Bancorp, Inc.
Windsor, Connecticut

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of New England
Community Bancorp, Inc. and Subsidiaries as of December 31, 1996 and 1995 and
the related consolidated statements of income, changes in shareholders' equity
and cash flows for each of the years in the three-year period ended December
31, 1996.  These consolidated financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of New
England Community Bancorp, Inc. and Subsidiaries as of December 31, 1996 and
1995, and the consolidated results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.



s/s Shatswell, MacLeod & Company, P.C.
SHATSWELL, MACLEOD & COMPANY, P.C.

West Peabody, Massachusetts
January 30, 1997, except for Note 13,
  as to which the date is February 20, 1997




<PAGE>


New England Community Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets

(amounts in thousands; except per share data)
<TABLE>
<CAPTION>
December 31,                                                                      1996           1995
<S>                                                                           <C>           <C>
Assets:
    Cash and due from banks                                                    $21,629        $14,550
    Federal funds sold                                                           9,675          9,075
                                                                               -------        -------
       Cash and cash equivalents                                                31,304         23,625
    Interest-bearing time deposits with other banks                                             3,000
    Securities held-to-maturity, fair values of $7,455 and $7,189 at
       December 31, 1996 and 1995, respectively                                  7,357          7,066
    Securities available-for-sale, at fair value                                85,958         75,063
    Federal Home Loan Bank stock, at cost                                        1,753          1,176
    Loans outstanding                                                          288,996        222,235
       Less: allowance for possible loan losses                                (5,514)        (4,446)
                                                                               -------        -------
          Net loans                                                            283,482        217,789
    Mortgages held-for-sale                                                      1,755            788
    Accrued interest receivable                                                  3,206          2,538
    Premises and equipment                                                       9,369          6,960
    Other real estate owned                                                      2,109            728
    Goodwill                                                                     4,464            402
    Other assets                                                                 2,402          2,426
                                                                               -------        -------
Total Assets                                                                  $433,159       $341,561
                                                                               =======        =======

Liabilities:
    Deposits:
       Noninterest bearing                                                     $78,792        $59,945
       Interest bearing                                                        308,105        247,216
                                                                               -------        -------
          Total deposits                                                       386,897        307,161
    Short-term borrowings                                                        2,003            540
    Other liabilities                                                            3,848          3,380
                                                                               -------        -------
Total Liabilities                                                              392,748        311,081
                                                                               -------        -------

Shareholders' Equity:
    Serial preferred stock, $.10 par value, 200,000 shares authorized;
       no shares issued
    Common stock, $.10 par value, authorized 10,000,000 shares:
       December 31, 1996, 3,667,166 outstanding;
       December 31, 1995, 3,084,309 outstanding                                    367            308
    Additional paid-in capital                                                  27,943         21,522
    Retained earnings                                                           11,802          8,492
    Net unrealized gain on securities available-for-sale                           299            158
                                                                               -------        -------
Total Shareholders' Equity                                                      40,411         30,480
                                                                               -------        -------
Total Liabilities & Shareholders' Equity                                      $433,159       $341,561
                                                                               =======        =======

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>



New England Community Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income

(amounts in thousands; except per share data)
<TABLE>
<CAPTION>
Years Ended December 31,                                           1996           1995           1994
<S>                                                           <C>           <C>            <C>
Interest income:
    Loans, including fees                                       $23,229        $12,935         $9,507
    Securities:
       Taxable interest                                           4,775          2,721          2,668
       Interest exempt from federal income taxes                    120             49             32
       Dividends                                                    350            188             63
    Federal funds sold and other interest                           354            407            281
                                                                -------      ---------      ---------
       Total interest income                                     28,828         16,300         12,551
                                                                -------      ---------      ---------

Interest expense:
    Deposits                                                     10,320          5,703          3,953
    Borrowed funds                                                   93             33             21
                                                                -------      ---------      ---------
       Total interest expense                                    10,413          5,736          3,974
                                                                -------      ---------      ---------
Net interest income                                              18,415         10,564          8,577
Provision for possible loan losses                                1,854            700            530
                                                                -------      ---------      ---------
Net interest income after provision for possible loan losses     16,561          9,864          8,047
                                                                -------      ---------      ---------

Noninterest income:
    Service charges, fees and commissions                         1,703          1,385          1,509
    Securities gains, net                                            20             21
    Gain on sales of loans, net                                     385            193             45
    Other                                                           270             93             62
                                                                -------      ---------      ---------
       Total noninterest income                                   2,378          1,692          1,616
                                                                -------      ---------      ---------
Noninterest expense:
    Salaries and employee benefits                                6,935          4,378          3,830
    Occupancy                                                     1,284            729            658
    Furniture and equipment                                         979            686            682
    Outside services                                                641            322            311
    Postage and supplies                                            650            391            343
    Insurance and assessments                                       137            363            639
    Losses, writedowns, expenses - other real estate owned          255            225            265
    Amortization of goodwill                                        155
    Other                                                         1,665          1,497          1,167
                                                                -------      ---------      ---------
       Total noninterest expense                                 12,701          8,591          7,895
                                                                -------      ---------      ---------
Income before taxes                                               6,238          2,965          1,768
Income taxes                                                      1,976            985            665
                                                                -------      ---------      ---------
NET INCOME                                                       $4,262         $1,980         $1,103
                                                                =======      =========      =========
Net income per share                                              $1.26          $0.91          $0.82
                                                                =======      =========      =========

Weighted average shares of common stock outstanding           3,374,000      2,166,000      1,345,000
                                                              =========      =========      =========

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>

New England Community Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                                            Net
                                                                                        Unrealized
                                                                                        Gain (Loss)
                                                                Additional            on Securities
                                               Common Stock        Paid-in   Retained Available-      Total
                                             Shares      Value     Capital   Earnings   for-Sale     Equity
<S>                                          <C>         <C>      <C>        <C>        <C>        <C>
Balance, December 31, 1993                    1,302       $130      $6,622     $5,994       $266    $13,012
  Net income                                                                    1,103                 1,103
  Dividends declared  -- $0.050 per share                                        (104)                 (104)
  Net change in unrealized gain on
     securities available-for-sale                                                        (1,109)    (1,109)
  Common stock offering                         778         78       5,493                            5,571
                                              -----       ----     -------    -------    -------    -------
Balance, December 31, 1994                    2,080        208      12,115      6,993       (843)     18,473
  Net income                                                                    1,980                 1,980
  Dividends declared  -- $0.205 per share                                        (481)                 (481)
  Shares issued pursuant to the acquisition
     of The Equity Bank                       1,004        100       9,407                            9,507
  Net change in unrealized loss on
     securities available-for-sale                                                         1,001      1,001
                                              -----       ----     -------    -------    -------    -------
Balance, December 31, 1995                    3,084        308      21,522      8,492        158     30,480
  Net income                                                                    4,262                 4,262
  Dividends declared  -- $0.280 per share                                        (952)                 (952)
  Shares issued pursuant to the acquisition
     of Manchester State Bank                   549         56       6,254                            6,310
  Shares issued in conjunction with exercise
     of stock options                            34          3         167                              170
  Net change in unrealized gain on
     securities available-for-sale                                                           141        141
                                              -----       ----     -------    -------    -------    -------
Balance, December 31, 1996                    3,667       $367     $27,943    $11,802       $299    $40,411
                                              =====       ====     =======    =======    =======    =======

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>


New England Community Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

(amounts in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,                                           1996           1995           1994
<S>                                                            <C>            <C>            <C>
Operating Activities:
  Net income                                                     $4,262         $1,980         $1,103
  Adjustment for noncash charges (credits):
    Provision for depreciation and amortization                     757            508            425
    Losses from sale or disposal and provisions to reduce
       the carrying value of other real estate owned, net           175            169            174
    Securities gains, net                                          (20)           (21)
    Accretion of discounts and amortization of premiums
       on bonds, net                                                145            108            229
    Accretion, net of amortization, of purchase accounting
       adjustments                                                 (191)
    Amortization of goodwill                                        155
    Provision for possible loan losses                            1,854            700            530
    Gain on sales of loans, net                                                                   (45)
    (Increase) decrease in accrued interest receivable and other
       assets, net                                                  (69)           832           (891)
    (Increase) decrease in mortgages held-for-sale                 (967)          (788)         3,512
    Increase (decrease) in accrued interest payable and other
       liabilities, net                                            (926)           640           (465)
                                                                -------        -------       --------
       Net cash provided by operating activities                  5,175          4,128          4,572
                                                                -------        -------       --------
Financing Activities:
  Net increase (decrease) in noninterest-bearing accounts         1,881         (2,861)         14,841
  Net increase (decrease) in interest-bearing accounts           (6,186)         5,754          (6,435)
  Increase (decrease) in short-term borrowings, net               1,463           (260)
  Issuance of common stock                                          170                         5,571
  Cash equivalents acquired in the acquisitions, net             14,236          7,790
  Cash dividends paid                                             (817)          (415)
                                                                -------        -------       --------
       Net cash provided by financing activities                 10,747         10,008         13,977
                                                                -------        -------       --------
Investing Activities:
  Loans originated, net of principal collections                 (2,260)        (6,694)       (24,666)
  Loans purchased from other lenders                               (828)        (4,871)
  Net (increase) decrease in interest-bearing time deposits       3,000         (2,802)           (99)
  Purchase of Federal Home Loan Bank stock                                                       (810)
  Proceeds from sales of loans                                      456                         6,063
  Purchases of securities available-for-sale                    (49,380)       (31,575)       (12,955)
  Proceeds from sales of securities available-for-sale           10,940          4,535          7,301
  Proceeds from maturities of securities available-for-sale      30,652         18,824         14,192
  Purchases of securities held-to-maturity                       (3,275)        (3,742)       (11,297)
  Proceeds from maturities of securities held-to-maturity         3,005          8,556         12,099
  Proceeds from sales of other real estate owned                    767            969          1,131
  Purchases of premises and equipment, net                       (1,275)        (1,427)          (924)
  Capitalization of expenditures on other real estate owned         (45)                         (148)
  Other                                                                                            17
                                                                -------        -------       --------
       Net cash used for investing activities                    (8,243)       (18,227)       (10,096)
                                                                -------        -------       --------
Increase (decrease) in cash and cash equivalents                  7,679        (4,091)          8,453
Cash and cash equivalents, beginning of year                     23,625         27,716         19,263
                                                                -------        -------       --------
Cash and cash equivalents, end of year                          $31,304        $23,625        $27,716
                                                                =======        =======       ========

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>


Notes to Consolidated Financial Statements

NOTE 1  -- ORGANIZATION

    New England Community Bancorp, Inc. (the "Company"), a Delaware
Corporation, is a multi-bank holding company.  It operates two wholly-owned
subsidiary banks chartered by the State of Connecticut.  New England Bank &
Trust Company ("New England Bank") is headquartered in Windsor, Connecticut,
and provides commercial and consumer banking services from its twelve offices
located in the towns of Canton, East Windsor, Ellington, Enfield, Manchester
(3), Somers, Suffield, West Hartford and Windsor (2), Connecticut.  The Equity
Bank, acquired in November 1995, provides commercial and consumer banking
services from its office in Wethersfield, Connecticut.

NOTE 2  -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

    The consolidated financial statements of the Company have been prepared in
conformity with generally accepted accounting principles and include its
accounts and those of its subsidiaries, after elimination of significant
intercompany balances and transactions.

    In preparing the consolidated financial statements, Management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as of the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from the
estimates.

Purchase Accounting

    In November 1995, the Company acquired The Equity Bank.  Additionally, in
July 1996, the Company completed an acquisition of Manchester State Bank.  In
both transactions, the purchase method of accounting was employed and thus, the
comparative statements do not include prior operating results of either entity.

Securities, In General

    Investments in debt securities are adjusted for amortization of premiums
and accretion of discounts computed on the effective interest method.  Gains or
losses on sales of investment securities are computed on a specific asset
basis.

    The Company classifies debt and equity securities into one of two
categories:  held-to-maturity or available-for-sale.  This security
classification may be modified after acquisition only under certain specified
conditions.  In general, securities may be classified as held-to-maturity only
if the Company has the positive intent and ability to hold them to maturity.
All other securities must be classified as available-for-sale.  With respect to
how the Company accounts for and reports these securities, refer to the
table below:

Security Classification   Accounting and Reporting Treatment
Held-to-maturity          These securities are measured at amortized cost on
                          the balance sheet.  Unrealized holding gains
                          and losses are not included in earnings or in a
                          separate component of capital.  They are merely
                          disclosed in the notes to the financial statements.

Available-for-sale        These securities are carried at fair value on the
                          balance sheet.  Unrealized holding gains and
                          losses are not included in earnings, but are reported
                          as a net amount (less expected tax) in a separate
                          component of capital until realized.

Loans Receivable

    Loans are stated at their principal amount outstanding and are net of
unearned income on discounted loans.  Interest on nondiscounted loans is
recognized on the simple interest method based upon the principal amount
outstanding except for those loans in a nonaccrual status.  Loans are generally
placed in a nonaccrual status when they become past due ninety days or
whenever the ultimate collection of principal or interest is considered to be
in doubt.  When the accrual of interest ceases, previously recognized and
uncollected interest is reversed against interest income.  Payments received on
nonaccrual loans are first applied to the remaining principal balance and are
next applied to interest income.

    Loan origination and commitment fees and certain direct loan origination
costs are deferred and the net amount amortized as adjustments to the related
loans' yield.  These amounts are being amortized over the contractual life of
the related loans.  Upon sale of loans in the secondary market, the related
deferred fees or costs are recorded in income.  Commitment fees based on a
percentage of a customer's unused line of credit and fees related to standby
letters of credit are recognized over the commitment period.

Allowance for Possible Loan Losses

    The allowance for possible losses on loans is established through charges
against income and is maintained at a level considered adequate to provide for
probable loan losses based on management's evaluation of known and inherent
risks in the loan portfolio.  When a loan or a portion of a loan is considered
uncollectible, it is charged-off against the allowance.  Recoveries of loans
previously charged-off are credited to the allowance when received.

    Management's evaluation of the allowance is based on a continuing review of
the loan portfolio which includes many factors, such as utilization of an
individual loan rating system to assess trends in asset quality; identification
and review of individual problem situations which may affect the borrower's
ability to repay; review of overall portfolio quality through analytical review
of current charge-offs, delinquency and nonperforming loan data; review of
regulatory authority examinations and evaluation of loans; an assessment of
current economic conditions; and changes in the size and character of the loan
portfolio.  These reviews are dependent upon estimates, appraisals and
judgments which can change quickly because of changing economic conditions and
Management's perception as to how these factors affect the financial condition
of debtors.

    In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan" (SFAS No. 114) which was amended in October 1994 by SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan  -- Income Recognition and
Disclosure."  The Statements are effective for fiscal years beginning after
December 15, 1994.  The Company adopted SFAS No. 114 and SFAS No. 118 on
January 1, 1995.  These Statements apply to all loans, except large groups of
smaller balance homogeneous loans that are collectively evaluated for
impairment, or loans otherwise carried at fair value or the lower of cost or
fair value.  Both Statements specifically exclude leases and other debt
securities from its valuation standards.  These Statements require that loans
which are impaired (due to the inability to collect all contractual amounts
due) be measured and valued based upon (i) the present value of expected future
cash flows discounted at the loan's effective interest rate, (ii) the loan's
observable market price, or (iii) the fair value of the collateral if the loan
is collateral dependent.  Because the methods required by SFAS No. 114 and SFAS
No. 118 and those previously used by the Company to evaluate impaired loans,
the adoption of the Statements did not have a material impact on the Company's
financial statements.  Interest income on impaired loans is generally
recognized in accordance with the Company's existing income recognition policy.
Management believes that the valuation allowance for impaired loans is
adequate.

Mortgages Held-For-Sale

    Mortgages held-for-sale are carried at the lower of aggregate cost or fair
value.

    Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights".  This
Statement requires that a mortgage banking enterprise recognize as a separate
asset rights to service mortgage loans for others  -- either through the
acquisition of those rights or from the sale or securitization of loans with
the servicing rights retained on those loans  -- based on their relative market
value.  To determine the fair value of the servicing rights created, the
Company uses (when available) market prices under comparable servicing sale
contracts, or alternatively uses a valuation model that calculates the present
value of future cash flows to determine the fair value of the servicing rights.
In using this valuation method, the Company incorporates assumptions that
market participants would use in estimating future net servicing income, which
includes estimates of the cost of servicing loans, the discount rate, ancillary
income, prepayment speeds and default rates.

    The cost of mortgage servicing rights is amortized on a straight-line basis
which has substantially the same effect as amortizing the rights in proportion
to and over the period of the estimated net servicing revenues.  Impairment of
mortgage servicing rights is assessed based upon the fair value of those
rights.  Fair values are estimated using discounted cash flows based
upon a current market interest rate.  For the purposes of measuring impairment,
the rights are stratified based primarily upon the interest rate risk
characteristics of the underlying loans.  The amount of impairment recognized
is the amount by which the capitalized mortgage servicing rights for a stratum
exceed their fair value.

Other Real Estate Owned

    Other real estate owned consists of properties acquired through, or in lieu
of, mortgage loan foreclosure proceedings.  These properties are recorded at
the lower of the carrying value of the related loans or the estimated fair
market value less estimated selling costs.  Charges to the allowance for loan
losses are the measure by which properties are reduced to fair market value
less estimated selling costs upon reclassification as other real estate owned.
Subsequent reductions in carrying value, as well as operating expenses, are
included in losses, writedowns, expenses  -- other real estate owned.

    Beginning in 1995, in accordance with Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan," the
Company classifies loans as in-substance repossessed or foreclosed if the
Company receives physical possession of the debtor's assets regardless of
whether formal foreclosure proceedings take place.

Premises and Equipment

    Land is carried at cost.  Premises and equipment are stated at cost less
accumulated depreciation and amortization computed by the straight-line method
for financial reporting and under accelerated methods for income tax purposes.
Asset lives for premises are from 15 to 30 years and for furniture and
equipment from 3 to 7 years while leasehold improvements are amortized
over the shorter of the estimated useful life or the life of the lease.

Intangibles

    Intangible assets arising from the acquisitions under the purchase method
of accounting consist of goodwill.  Goodwill is amortized on a straight-line
basis over a period of 14 years.

Income Taxes

    The Company recognizes income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are established for the
temporary differences between the accounting basis and the tax basis of the
Company's assets and liabilities at enacted tax rates expected to be in effect
when the amounts related to such temporary differences are realized or settled.
The Company's policy is to continually evaluate the realizability of any
deferred tax assets resulting from the use of the asset and liability method.

Per Share Data

    Earnings per share have been computed based on the weighted average number
of shares outstanding.  Shares issuable upon the exercise of stock option
grants have not been included in the per share computation because they did not
have a significant dilutive effect.

Cash Flows

    For the purpose of the statements of cash flows, the Company has defined
cash equivalents as those amounts included in cash and due from banks and
federal funds sold.

Stock-Based Compensation

    SFAS No. 123, "Accounting for Stock-Based Compensation," was issued in
October 1995 and introduces a fair value method of accounting for employee
stock options, restricted stock grants, stock appreciation rights or similar
equity instruments.  In accordance with SFAS No. 123, entities can recognize
stock-based compensation expense in the basic financial statements using
either (i) the intrinsic value approach set forth in Accounting Principles
Board ("APB") Opinion No. 25 or (ii) the fair value method introduced in SFAS
No. 123.  Entities electing to remain with the accounting in Opinion No. 25
must make pro forma disclosure of net income and, if presented, earnings per
share, as if the fair value based method of accounting in SFAS No. 123
had been applied.  Management will continue to measure stock-based compensation
cost in accordance with APB Opinion No. 25 and accordingly has made the pro
forma disclosure requirements of SFAS No. 123 for 1996 and 1995.

NOTE 3  -- SECURITIES

    Debt and equity securities have been classified in the consolidated balance
sheets according to Management's intent.  The carrying amount of securities and
their approximate fair values at December 31 follow:

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                  Gross          Gross
                                               Amortized     Unrealized     Unrealized           Fair
                                                    Cost          Gains         Losses          Value
<S>                                            <C>           <C>            <C>             <C>
Available-for-sale securities:
  December 31, 1996
    Marketable equity securities                  $3,689           $329            $16         $4,002
    Debt securities issued by the U.S. Treasury
       and other U.S. government agencies         63,315            417            273         63,459
    Corporate debt securities                      8,122             15             20          8,117
    Mortgage-backed securities                    10,311            109             40         10,380
                                                --------      ---------      ---------      ---------
                                                 $85,437           $870           $349        $85,958
                                                ========      =========      =========      =========

  December 31, 1995
    Marketable equity securities                 $15,115            $93             $7        $15,201
    Debt securities issued by the U.S. Treasury
       and other U.S. government agencies         38,734            275            203         38,806
    Corporate debt securities                      9,688              8             28          9,668
    Mortgage-backed securities                    11,256            159             27         11,388
                                                --------      ---------      ---------      ---------
                                                 $74,793           $535           $265        $75,063
                                                ========      =========      =========      =========


(amounts in thousands)                                            Gross          Gross
                                               Amortized     Unrealized     Unrealized           Fair
                                                    Cost          Gains         Losses          Value
Held-to-maturity securities:
  December 31, 1996
    Debt securities issued by the U.S. Treasury
       and other U.S. government agencies         $4,516            $64            $17         $4,563
    Debt securities issued by states and
       political
       subdivisions of the states                  2,841             64             13          2,892
                                                --------      ---------      ---------      ---------
                                                  $7,357           $128            $30         $7,455
                                                ========      =========      =========      =========

  December 31, 1995
    Debt securities issued by the U.S. Treasury
       and other U.S. government agencies         $5,501            $71            $12         $5,560
    Debt securities issued by states and
       political
       subdivisions of the states                  1,565             65              1          1,629
                                                --------      ---------      ---------      ---------
                                                  $7,066           $136            $13         $7,189
                                                ========      =========      =========      =========

</TABLE>
    Gross realized gains and gross realized losses on sales of available-for-
sale securities were $49,000 and $29,000, respectively, in 1996; $38,000 and
$17,000, respectively, in 1995; and $63,000 and $63,000, respectively, in 1994.




<PAGE>


    The scheduled maturities of securities held-to-maturity and securities
available-for-sale (other than equity securities) at December 31, 1996 is
summarized as follows:

<TABLE>
<CAPTION>
                                                  Available-for-Sale             Held-to-Maturity
(amounts in thousands)                         Amortized                     Amortized
                                                    Cost     Fair Value           Cost     Fair Value
<S>                                            <C>           <C>              <C>           <C>
Debt securities other than mortgage-backed
  securities:
   Due within one year                            $8,627         $8,640         $              $
   Due after one year through five years          51,788         51,838          4,227          4,269
   Due after five years through ten years         11,022         11,098          2,356          2,406
   Due after ten years                                                             774            780
Mortgage-backed securities                        10,311         10,380
                                                --------      ---------        -------      ---------
                                                 $81,748        $81,956         $7,357         $7,455
                                                ========      =========        =======      =========

</TABLE>
    There were no securities of issuers whose aggregate carrying amount
exceeded 10% of shareholders' equity at December 31, 1996.

    Securities having an amortized cost of $5,597,000 and $5,020,000 at
December 31, 1996 and 1995, respectively, were pledged to secure treasury, tax
and loan deposits, public deposits or securities sold under agreements to
repurchase.


NOTE 4  -- LOANS RECEIVABLE

(amounts in thousands)

Loans consisted of the following at December 31,
<TABLE>
<CAPTION>
                                                                     1996           1995
<S>                                                                <C>            <C>
Commercial and financial                                            $55,601        $39,474
Real estate:
   Construction                                                      12,250         12,841
   Residential                                                       76,970         63,025
   Commercial                                                       114,174         80,793
Consumer                                                             30,001         26,102
                                                                    -------        -------
Loans outstanding                                                  $288,996       $222,235
                                                                    =======        =======

</TABLE>
    The Company's loans receivable consists primarily of residential and
commercial real estate loans within its primary market area in Connecticut.
There are no concentrations of credit to borrowers that have similar economic
characteristics.  The Company's policy for collateral requires that, at the
time of origination, the amount of the loan may not exceed 80% of the
appraised value of the property.  In cases where the loan exceeds this
percentage, private mortgage insurance is generally required for that portion
of the loan in excess of 80% of the appraised value of the property.

Allowance for Possible Loan Losses

    Changes in the allowance for possible loan losses for the years ended
December 31 were as follows:

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                   1996           1995           1994
<S>                                                             <C>            <C>            <C>
Balance, beginning of year                                       $4,446         $2,564         $2,784
Changes incident to acquisitions                                  2,010          1,961
Provision charged to operations                                   1,854            700            530
Recoveries                                                          353            199            251
Charge-offs                                                      (3,149)          (978)        (1,001)
                                                                 ------         ------         ------
Balance, end of year                                             $5,514         $4,446         $2,564
                                                                 ======         ======         ======



</TABLE>

<PAGE>
Restructured Loans

    As of December 31, 1996, loans restructured in a troubled debt
restructuring before the effective date of SFAS No. 114 that are not impaired
based upon the terms specified by the restructuring agreement totaled $699,398.
The gross interest income that would have been recorded in the year ended
December 31, 1996, if such restructured loans had been current in accordance
with their original terms, was $44,896.  The amount of interest income on such
restructured loans that was included in net income for the year ended December
31, 1996 was $12,061.

Impaired Loans

    Information about loans that meet the definition of an impaired loan in
Statement of Financial Accounting Standards No. 114 for the years ended
December 31 is as follows:

<TABLE>
<CAPTION>
(amounts in thousand     s)                                             1996                      1995
                                                                 Recorded    Related      Recorded     Related
                                                               Investment   Allowance   Investment   Allowance
                                                              In Impaired  for Credit  In Impaired  for Credit
                                                                    Loans      Losses        Loans      Losses
<S>                                                               <C>           <C>        <C>           <C>
Loans for which there is a related allowance for credit losses     $4,394        $669       $2,267        $634
Loans for which there is no related allowance for credit losses       840                      869
                                                                   ------        ----       ------        ----
  Totals                                                           $5,234        $669       $3,136        $634
                                                                   ======        ====       ======        ====
Average recorded investment in impaired loans during the
  year ended December 31,                                          $4,359                     $870
Related amount of interest income recognized during the time,
  in the year ended December 31, that the loans were impaired:
   Amount recognized (none of which is recognized using a
      cash-basis method of accounting)                                 $3                       $1

</TABLE>
    The Company considers residential real estate loans and consumer loans that
are not individually significant to be large groups of smaller balance
homogeneous loans.  These loans are collectively evaluated for impairment.
Factors considered by Management in determining impairment include payment
status, net worth and collateral value.  An insignificant payment delay
or an insignificant shortfall in payment does not in itself result in the
review of a loan for impairment.  The Company applies SFAS No. 114 on a loan-
by-loan basis.  The Company does not apply SFAS No. 114 to aggregations of
loans that have risk characteristics in common with other impaired loans.
Interest on a loan is not generally accrued when the loan becomes ninety
or more days past due.  The Company may place a loan on nonaccrual status but
not classify it as impaired, if (i) it is probable that the Company will
collect all amounts due in accordance with the contractual terms of the loan or
(ii) the loan is an individually insignificant residential mortgage loan or
consumer loan.  Impaired loans are charged-off when Management believes
that the collectibility of the loan's principal is remote.  Substantially all
of the Company's loans that have been identified as impaired have been measured
by the fair value of the existing collateral.

Related Parties

    Loans to executive officers, directors, principal shareholders and their
associates of the Company aggregated $4,704,000 at December 31, 1996 as
compared to $6,971,000 at December 31, 1995.  The following table summarizes
the related party loan activity for the year ended December 31, 1996:

(amounts in thousands)

Balance, beginning of year                                    $6,971
Additions                                                      1,105
Repayments                                                     3,372
                                                               -----
Balance, end of year                                          $4,704
                                                               =====



<PAGE>


Loan Servicing

    Mortgage loans serviced for others are not included in the accompanying
balance sheets.  The unpaid principal balances of mortgage loans serviced for
others was $70,093,000 and $64,635,000 as of December 31, 1996 and 1995,
respectively.

    Mortgage servicing rights of $186,000 were capitalized in 1996.
Amortization of mortgage servicing rights totaled $3,000 in 1996 which reduced
their value down to $183,000 as of December 31, 1996.  No valuation allowance
for capitalized mortgage servicing rights was required in 1996.


NOTE 5  -- PREMISES AND EQUIPMENT

    Components of properties and equipment in the consolidated balance sheets
at December 31, were as follows:

(amounts in thousands)

<TABLE>
<CAPTION>
Cost:                                                          1996           1995
<S>                                                          <C>            <C>
   Land                                                       $1,651         $1,035
   Premises                                                    7,602          5,877
   Furniture and equipment                                     5,360          3,042
   Leasehold improvements                                      1,274            646
                                                              ------         ------
      Total cost                                              15,887         10,600
Less accumulated depreciation and amortization                (6,518)        (3,640)
                                                              ------         ------
   Net book value                                             $9,369         $6,960
                                                              ======         ======

</TABLE>
Noncancelable Leases

    The Company and its subsidiaries occupy certain premises and are provided
equipment under noncancelable leases that are accounted for as operating leases
and that have expiration dates through 2011.  These leases are renewable for
either three or five-year terms at the Company's option.  Certain of the leases
contain escalation clauses for additional rentals based upon increases
in local property taxes and inflationary measures.  Rental expense under these
leases aggregated $486,000 in 1996, $197,000 in 1995 and $188,000 in 1994 and
is recorded in occupancy expenses.

    The aggregate minimum rental commitments under all leases at December 31,
1996 are $2,775,000 as indicated below:

(amounts in thousands)

                      In year...              ...the minimum commitment is...
                       1997                               $470
                       1998                                446
                       1999                                399
                       2000                                353
                       2001                                245
                       and subsequent years,               862
                                                          -----
                                                         $2,775
                                                          =====

    The Equity Bank leases its premises from one of its directors.  The lease,
which has two five-year renewal options, expires in 1999.





<PAGE>


NOTE 6  -- DEPOSITS

    The aggregate amounts of time deposit accounts (including CDs) with a
minimum denomination of $100,000 or more were $25,315,000 and $19,222,000 as of
December 31, 1996 and 1995, respectively.  For all time deposits as of December
31, 1996, the aggregate amount of maturities for each of the following two
years ended December 31, and thereafter are:

(amounts in thousands)

               1997                          $135,104
               1998                            14,684
               1999, and thereafter            16,374
                                              -------
                                             $166,162
                                              =======


NOTE 7  -- SHORT-TERM BORROWINGS

    Short-term borrowings consisted of treasury, tax and loan deposits
generally repaid within one to 120 days from the transaction date and
securities sold under agreements to repurchase.  Short-term borrowings
consisted of the following as of December 31:

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                   1996               1995
<S>                                                            <C>                  <C>
Treasury, tax and loan deposits                                  $1,871               $540
Securities sold under agreements to repurchase                      132
                                                                -------              -----
   Total                                                         $2,003               $540
                                                                =======              =====

</TABLE>
Information concerning securities sold under agreements to repurchase is
summarized as follows:

(amounts in thousands)
                                                                   1996
Average balance during the year                                    $185
Maximum month-end balance during the year                           293

Average interest rate during the year                             3.47%

US Treasury obligation underlying the agreements at year-end:
    Carrying value and estimated fair value                        $498

    The underlying security was under the control of the Company as of December
31, 1996.

NOTE 8  -- EMPLOYEE BENEFITS

Stock Compensation

    During 1993, the Board of Directors of the Company voted to grant stock
options to two executive officers to purchase 34,000 shares of common stock at
$5.00 per share.  These options were exercised in 1996.  In January 1995, the
Board of Directors of the Company voted to grant stock options to three
executive officers to purchase 30,000 shares of common stock at $7.75 per share
after January 24, 1996 and prior to January 24, 1998.  On January 31, 1996, the
Board of Directors formed an Executive Compensation Committee (the "Committee")
to administer the 1996 Incentive and Nonqualified Compensatory Stock Option
Plan (the "1996 Plan"), which is described below.  The Committee and the 1996
Plan were approved by shareholders on May 21, 1996.

    Under the 1996 Plan, the Committee may grant either Incentive Stock Options
or Non-Statutory Stock Options to key managerial employees to purchase shares
of common stock of the Company.  The 1996 Plan expires on January 31, 2006.
The aggregate number of shares which may be optioned is 750,000 shares of the
Company's common stock.  The option price is fixed by the Committee at the time
of the grant and may not be less than 100 percent of the fair market value of
the stock, as determined by the Committee, in good faith as of the grant date.
Each option may be first exercised in five equal annual installments
commencing from the date set forth in the Stock Option Agreement for such
options; provided, however, that no option be exercised beyond ten years after
the date of the grant.

    The fair value of each option grant is estimated on the date of grant using
the Black-Sholes Option Pricing Model with the following weighted-average
assumptions used for grants in 1996 and 1995:

   Dividend yield               2.1 percent for both years
   Expected volatility          25 percent for both years
   Risk-free interest rate      5.17 percent in 1996 and 7.43 percent in 1995
   Expected lives               8 years for the 1996 options granted and
                                3 years for the 1995 options granted

    A summary of the status of all the Company's stock options as of December
31, 1996 and 1995 and changes during the years ending on those dates is
presented below:

<TABLE>
<CAPTION>
                                                               1996                         1995

                                                           Weighted-Average            Weighted-Average
                                                                   Exercise                    Exercise
                                                      Shares          Price         Shares        Price
<S>                                                <C>             <C>            <C>           <C>
Outstanding, beginning of year                        64,000          $6.29         34,000        $5.00
Granted                                              140,000          10.25         30,000         7.75
Exercised                                           (34,000)           5.00              0
Forfeited                                                  0                             0
                                                    --------                       -------
Outstanding, end of year                             170,000           9.81         64,000         6.29
                                                    ========                       =======

Options exercisable at year-end                       30,000                        34,000
Weighted-average fair value of options
   granted during the year                             $3.18                         $1.76

</TABLE>
    The following table summarizes information about fixed stock options
outstanding as of December 31, 1996:

<TABLE>
<CAPTION>
                          Number              Weighted-                                Number
                     Outstanding      Average Remaining    Weighted-Average       Exercisable    Weighted-Average
Exercise Price    as of 12/31/96       Contractual Life   Exercisable Price    as of 12/31/96      Exercise Price
<S>               <C>                   <C>                  <C>                 <C>                <C>
   $7.75                30,000              1 year              $7.75              30,000             $7.75
   10.25               140,000              9 years             10.25                   0
                       -------                                                     ------
                       170,000            7.6 years              9.81              30,000              7.75
                       =======                                                     ======

</TABLE>
    As indicated in Note 2, the Company applies APB Opinion No. 25 and related
interpretations in accounting for stock options.  Accordingly, no compensation
expense has been recognized for the fixed stock options granted.  Had
compensation expense been determined based on the fair value at the grant dates
for awards consistent with the method of SFAS No. 123 (also discussed in
Note 2), the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                       1996           1995
<S>                          <C>                                    <C>            <C>
Net income (in thousands)     As reported ....................       $4,262         $1,980
                              Pro forma   ....................        4,200          1,970

Net income per share          As reported ....................        $1.26          $0.91
                              Pro forma   ....................         1.24           0.91

</TABLE>
    During 1996, the Company converted its defined contribution plan into a
401(k) plan (the "Plan").  Employees over the age of 21 and with one year of
service are eligible to participate in the Plan.  To encourage systematic
savings by employees, the Company matches employee contributions to the Plan on
the following basis: 100% of the first 3% of employee contributions and 50% of
the next 2%.  Both employee and Company matches immediately vest in the Plan.
Additionally, funds which were previously not vested in the defined
contribution plan vested with the transfer into the Plan.  Expense for both the
401(k) as well as the defined contribution plan amounted to approximately
$160,000, $227,000 and $86,000 for the years ended December 31, 1996, 1995 and
1994, respectively.


NOTE 9  -- INCOME TAXES

    The components of income tax provision are as follows:

<TABLE>
<CAPTION>
(amounts in thousands)
Years ended December 31,                                           1996           1995           1994
<S>                                                            <C>              <C>             <C>
Current:
    Federal                                                      $1,240           $706           $112
    State                                                           433            270             45
                                                                  1,673            976            157
Deferred:
    Federal                                                         499            145            387
    State                                                           164             50            157
                                                                -------          -----           ----
                                                                    663            195            544
                                                                -------          -----           ----
Change in valuation allowance                                      (360)          (186)           (36)
                                                                -------          -----           ----
       Total income tax provision                                $1,976           $985           $665
                                                                =======          =====           ====

</TABLE>
    The following reconciles the income tax provision from the statutory rate
to the amount reported in the consolidated statements of income:

(amounts in thousands)
<TABLE>
<CAPTION>

Years ended December 31,                                             1996           1995           1994
<S>                                                                <C>              <C>            <C>
Federal income tax at statutory rate                                 34.0%          34.0%          34.0%
Increase (decrease) resulting from:
  Tax-exempt income                                                   (.7)           (.6)           (.8)
  Dividends received deduction                                       (1.4)          (1.7)           (.8)
  Exercise of non-qualified stock options                            (1.3)
  Alternative minimum tax                                                                           (.7)
  Unallowable expenses                                                 .6             .7             .4
  Change in valuation allowance                                      (5.8)          (6.3)          (2.0)
State tax, net of federal tax benefit                                 6.3            7.1            7.5
                                                                    -----           ----           ----
                                                                     31.7%          33.2%          37.6%
                                                                    =====           ====           ====

</TABLE>
    The major components of deferred income tax expense attributable to income
are as follows:

(amounts in thousands)
<TABLE>
<CAPTION>
Years ended December 31,                                           1996           1995           1994
<S>                                                               <C>           <C>            <C>
Purchase accounting                                                  $8              $              $
Other real estate valuation                                          45            118            131
Contribution carryover                                                               5              3
Fair value of loans available-for-sale                                                            (14)
Accrued expenses                                                    104           (104)
Other temporary differences                                          43              5             43
Alternative minimum tax credit                                                                    (12)
Operating loss carryover-state                                                                      4
Deferred loan fees                                                   60             35             37
Provision for loan losses                                           400             97            380
Accelerated depreciation                                             29              9             12
Accrued interest nonperforming loans                                (26)            30            (40)
                                                                   ----          -----           ----
                                                                   $663           $195           $544

</TABLE>
    At December 31, the Company had gross deferred tax assets and gross
deferred tax liabilities as follows:

(amounts in thousands)
<TABLE>
<CAPTION>
                                                                   1996           1995
<S>                                                                <C>            <C>
Deferred tax assets:
   Accrued interest on nonperforming loans                            $145           $118
   Accrued deferred compensation                                        63             63
   Accrued expenses                                                                   103
   Allowance for loan losses                                           821          1,221
   Loan origination fees                                               182            242
   Depreciation                                                         59             88
   Other real estate owned valuation                                   339            384
                                                                    ------         ------
      Gross deferred tax asset                                       1,609          2,219
Valuation allowance                                                   (324)          (684)
                                                                    ------         ------
                                                                     1,285          1,535
                                                                    ------         ------
Deferred tax liabilities:
   Purchase accounting                                                (261)          (253)
   Other adjustments                                                   (76)           (31)
   Net unrealized holding gain on available-for-sale securities       (221)          (112)
                                                                    ------         ------
      Gross deferred tax liability                                    (558)          (396)
                                                                    ------         ------
   Net deferred tax asset                                             $727         $1,139
                                                                    ======         ======

</TABLE>
NOTE 10  -- CONDENSED FINANCIAL INFORMATION OF NEW ENGLAND COMMUNITY BANCORP,
INC.

    The condensed balance sheets of New England Community Bancorp, Inc. (parent
company only) as of December 31, 1996 and 1995 and statements of income and
cash flows for each of the three years in the period ended December 31, 1996
follow:

(amounts in thousands)
Balance Sheets
<TABLE>
<CAPTION>
                                                                  1996            1995
<S>                                                            <C>            <C>            <C>
Assets:
    Investment in bank subsidiaries, at equity in net assets    $39,884        $25,855
    Investments                                                     548          4,951
           Cash                                                     284             58
    Other assets                                                     12            147
                                                                -------        -------         -------
Total Assets                                                    $40,728        $31,011
                                                                =======        =======         =======

Other liabilities                                                  $317           $531
Shareholders' equity                                             40,411         30,480
                                                                -------        -------         -------
Total Liabilities & Shareholders' Equity                        $40,728        $31,011
                                                                =======        =======         =======

Statements of Income
                                                                   1996           1995           1994
Equity in undistributed net income of bank subsidiaries          $3,830         $2,027         $1,097
Net interest and dividend income                                    591            293             16
Securities gains, net                                                 1
Income tax benefit (expense)                                        177             33             (4)
Other expense                                                      (337)          (373)            (6)
                                                                -------        -------         -------
Net income                                                       $4,262         $1,980         $1,103
                                                                =======        =======         =======







</TABLE>
<PAGE>
Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                     1996           1995           1994
<S>                                                               <C>            <C>            <C>
Operating activities:
    Net income                                                      $4,262         $1,980         $1,103
    Adjustments to reconcile net income to net cash provided by
       (used for) operating activities:
         Equity in undistributed net income of bank subsidiaries    (3,830)        (2,027)        (1,097)
         Securities gains, net                                          (1)
         Net change in other liabilities                              (297)           355
         Net change in other assets                                     59            (72)
         (Decrease) increase in taxes payable                          (70)          (101)             4
                                                                   -------        -------        -------
            Net cash provided by operating activities                  123            135             10
                                                                   -------        -------        -------
Investing activities:
    Purchases of securities                                            (98)          (235)        (5,500)
    Cost of acquisitions                                              (277)          (396)
    Sales of securities                                              4,650            850
    Cash paid to shareholders of Manchester State Bank              (3,520)
    Other                                                               (5)            (3)
                                                                   -------        -------        -------
            Net cash provided by (used for) investing activities       750            216         (5,500)
                                                                   -------        -------        -------
Financing activities:
    Net proceeds from issuance of common stock                         170                         5,571
           Dividends paid                                             (817)          (415)
                                                                   -------        -------        -------
            Net cash provided by (used for) financing activities      (647)          (415)         5,571
                                                                   -------        -------        -------
Increase (decrease) in cash                                            226            (64)            81
Cash, beginning of year                                                 58            122             41
                                                                   -------        -------        -------
Cash, end of year                                                     $284            $58           $122
                                                                   =======        =======        =======


</TABLE>
NOTE 11  -- FINANCIAL INSTRUMENTS

    The Company is party to financial instruments with off-balance-sheet risk
to satisfy the financing needs of its borrowers.  These financial instruments
include commitments to extend credit, standby letters of credit and financial
guarantees.  The Company does not anticipate any material losses as a result of
these transactions.

    Commitments to extend credit are agreements to lend to a borrower as long
as there is not a violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee.  Since many of the commitments are expected
to expire without being drawn upon, the total commitments do not necessarily
represent future cash requirements.  The Company evaluates each borrower's
creditworthiness on a case-by-case basis using the same credit policies as for
on-balance-sheet financial instruments.  The amount of collateral obtained, if
deemed necessary upon extension of credit, is based on Management's credit
evaluation of the counterparty.  Collateral held varies but may include real
estate, accounts receivable, inventory, property, plant and equipment and
income-producing property.

    Standby letters of credit and financial guarantees are conditional
commitments issued by the Company's subsidiaries to guarantee the performance
of a borrower to a third party.  The evaluations of creditworthiness,
consideration of need for collateral and credit risk involved in issuing
letters of credit are essentially the same as that involved in extending loans
to borrowers.

    Of the total standby letters of credit outstanding at December 31, 1996,
$407,000 are secured by deposit accounts held with the Company's subsidiaries.




<PAGE>


Disclosures of Fair Values of Financial Instruments

    Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," (SFAS No. 107) requires disclosure of
estimated fair values of financial instruments.  A financial instrument is
defined as cash, evidence of an ownership interest in an entity, or a contract
that conveys or imposes the contractual right or obligation to receive or
deliver cash or another financial instrument.  Fair value is defined as the
amount at which a financial instrument can be exchanged in a current exchange
between willing parties, other than in a forced sale or liquidation, and is
best evidenced by a quoted market price, if one exists.

    The Company has estimated fair value based on quoted market prices where
available.  In cases where quoted market prices were not available, fair value
is based on estimates using the present value of expected future cash flows and
certain other techniques.  These techniques are based on certain assumptions
which are subjective and judgmental in nature.  Accordingly, the results may
not be substantiated by comparison with independent market prices and, in some
cases, cannot be realized in immediate settlement of the financial instrument.
Furthermore, SFAS No. 107 excludes certain financial instruments and all non-
financial instruments from its disclosure requirements.  Accordingly, the fair
values disclosed should not be interpreted as the aggregate current fair market
value of the Company.

    The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:

Financial Instrument      Methods and Assumptions
Cash and cash equivalents The carrying amounts reported in the balance sheet
                          for cash and due from banks and federal funds sold
                          approximate fair value.

Securities                The fair value of securities are based on prices
                          obtained through brokers and independent pricing
                          services.

Loans                     The fair value of loans was estimated for groups of
                          similar loans based on the type of loan, interest
                          rate characteristics and maturity.  The fair value of
                          performing commercial, commercial real estate,
                          installment loans and residential mortgage loans was
                          estimated by discounting expected future cash flows
                          using interest rates currently being offered for
                          loans with similar terms to borrowers of similar
                          credit quality.  The fair value of nonaccruing loans
                          was estimated by determining expected future
                          principal cash flows, adjusted for credit risk.

Deposits                  The fair value of demand deposits, savings, money
                          market and NOW deposits and certificates of deposits
                          having variable interest rates approximate their
                          carrying value.  The fair value of certificates of
                          deposits with fixed maturities and interest rates was
                          estimated by discounting expected future cash flows
                          utilizing interest rates currently being offered on
                          deposits with similar characteristics and maturities.

Short-term borrowings     The carrying amounts reported for short-term
                          borrowings approximate fair value.




<PAGE>


    The estimated fair values of the Company's financial instruments, all of
which are held or issued for purposes other than trading, were as follows at
December 31:

<TABLE>
<CAPTION>
                                                           1996                          1995
(amounts in thousands)                          Carrying           Fair       Carrying           Fair
                                                 Amount           Value         Amount          Value
<S>                                             <C>            <C>            <C>            <C>
Financial assets:
    Cash and cash equivalents                    $31,304        $31,304        $23,625        $23,625
    Securities available-for-sale                 85,958         85,958         75,063         75,063
    Securities held-to-maturity                    7,357          7,455          7,066          7,189
    Federal Home Loan Bank stock                   1,753          1,753          1,176          1,176
    Loans                                        283,482        283,048        217,789        218,516
    Accrued interest receivable                    3,206          3,206          2,538          2,538
    Interest-bearing time deposits with other
     banks                                                                       3,000          3,000
    Mortgages held-for-sale                        1,755          1,755            788            788

Financial liabilities:
    Deposits                                     386,897        388,064        307,161        308,164
    Short-term borrowings                          2,003          2,003            540            540

</TABLE>
    The carrying amounts of financial instruments in the above table are
included in the consolidated balance sheets under the individual captions.

Off-balance-sheet liabilities:

(amounts in thousands)
                                                        1996           1995
                                                    Notional       Notional
                                                      Amount         Amount
                                                     -------        -------
Commitments to extend credit                         $38,292        $44,753
Standby letters of credit and financial guarantees     1,841          1,715

    There is no material difference between the notional amount and the
estimated fair value of loan commitments and unadvanced portions of loans.  The
fair value of letters of credit approximates the notional value.


NOTE 12  -- DISCLOSURE FOR STATEMENTS OF CASH FLOWS

(amounts in thousands)

<TABLE>
<CAPTION>
Supplemental disclosure of cash paid during the period for:                1996       1995       1994
<S>                                                                     <C>        <C>        <C>
    Income tax paid                                                      $2,052       $797       $344
    Interest paid                                                        10,812      5,678      3,974

Supplemental disclosure of noncash investing and financing activities:
    Loans charged off, net of recoveries                                  2,796        779        750
    Real estate acquired through foreclosure                              1,882        796        743
    Loans originated to facilitate sales of other real estate owned         183                   564

Assets acquired and liabilities assumed in business combinations
       were as follows:
    Fair value of assets acquired, excluding cash and cash equivalents   77,063    111,242
    Cash and cash equivalents acquired                                   14,236      7,790
                                                                         ------    -------
                                                                         91,299    119,032
    Liabilities assumed                                                  84,989    109,525
                                                                         ------    -------
         Value of Company common stock issued for the acquisitions        6,310      9,507



</TABLE>
<PAGE>
NOTE 13  -- ACQUISITIONS

    On November 30, 1995, the Company acquired The Equity Bank by issuing
1,003,617 shares of the Company's common stock in exchange for all of the
outstanding common shares (less 69,486 shares not exchanged by dissenting
shareholders) of The Equity Bank.  The value of the Company's shares of common
stock issued to effect the acquisition and the direct costs of the acquisition
was $9,507,000.  On July 11, 1996, the Company acquired Manchester State Bank
by issuing 549,300 shares of the Company's common stock and paying $3,525,000
in cash for all of the outstanding common shares of Manchester State Bank.
The value of the Company's shares of common stock issued to effect the
acquisition and direct costs of the acquisition was $6,834,000.

    The acquisitions were accounted for as purchases, and thus the results of
operations for both entities are only included in the consolidated financial
statements since the date of the respective transactions.  Goodwill reflected
by purchase accounting amounted to $840,000 and $3,752,000 for The Equity Bank
and Manchester State Bank, respectively, and in both cases is being amortized
over fourteen (14) years.  During 1996, the amount due to dissenting
shareholders of The Equity Bank was increased to $1,639,000, from $1,221,000,
and is reflected in other liabilities in the consolidated balance sheet of the
Company as of December 31, 1996.  Subsequently, in January 1997, the Company
and the dissenting shareholders settled at the amount the Company had reserved.

    The following summary, prepared on an unaudited pro forma basis,
approximates the consolidated results of operations as if The Equity Bank and
Manchester State Bank had been acquired as of the beginning of 1995 and 1996,
respectively, and includes purchase accounting adjustments.

<TABLE>
<CAPTION>
(amounts in thousands)
                                                                                  1996          1995
<S>                                                                           <C>            <C>
Net interest income after provision for loan losses                            $18,371        $18,840
Noninterest income                                                               2,624          2,389
                                                                               -------        -------
    Total                                                                       20,995         21,229
Noninterest expense                                                             14,315         15,795
                                                                               -------        -------
Income before income taxes                                                       6,680          5,434
Income taxes                                                                     2,172          2,123
                                                                               -------        -------
Pro forma net income                                                            $4,508         $3,311
                                                                               =======        =======

</TABLE>
    The pro forma results are not necessarily indicative of what actually would
have occurred if the acquisitions had been in effect for the entire periods
presented.  In addition, they are not intended to be a projection of future
results and do not reflect any synergies that might be achieved from combined
operations.

    In an agreement dated February 20, 1997, the Company and First Bank of West
Hartford ("First Bank") agreed to consummate a business combination transaction
in which First Bank will merge with and into New England Bank.  The agreement
is subject to the approval of regulators and the shareholders of both the
Company and First Bank.

NOTE 14  -- REGULATORY MATTERS

Restrictions on Dividends

    The Company's principal assets are its investments in its bank
subsidiaries.  As such, the Company's ability to pay dividends to its
shareholders is largely dependent on the ability of the Banks to pay dividends
to the Company.  The declaration of cash dividends is dependent on a number of
factors, including regulatory limitations, and the Banks' operating results and
financial conditions.  The Shareholders of the Company will be entitled to
dividends only when, and if, declared by the Company's Board of Directors out
of funds legally available therefore.  The declaration of future dividends will
be subject to favorable operating results, financial conditions, tax
considerations and other factors.  The Federal Deposit Insurance Corporation
regulations require banks to maintain certain capital ratios as noted below
which may otherwise restrict the ability of the Banks to pay dividends to
the Company.




<PAGE>


Minimum Capital Requirements

    The Company and its subsidiary Banks are subject to various regulatory
capital requirements administered by the federal banking agencies.  Failure to
meet minimum capital requirements can initiate certain mandatory  -- and
possibly discretionary  -- actions by regulators that, if undertaken, could
have a direct material effect on the Company's and the Banks' financial
statements.  Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Company and the Banks must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities and
certain off-balance sheet items as calculated under regulatory accounting
practices.  Their capital amounts and classifications are also subject to
qualitative judgments by the regulators about components, risk weighting and
other factors.

    Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Banks to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier 1 capital to risk-weighted assets
and of Tier 1 capital to average assets.  Management believes, as of December
31, 1996, that the Company and the Banks meet all capital adequacy requirements
to which they are subject.

    As of December 31, 1996, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Banks as well capitalized under
the framework for prompt corrective action.  To be categorized as well
capitalized Banks must maintain minimum total risk-based, Tier 1 risk-based and
Tier 1 leverage ratios as set forth in the table.  There are no conditions or
events since that notification that management believes have changed the Banks'
categories.  The actual capital amounts and ratios are also presented in the
following table:

<TABLE>
<CAPTION>
                                                                                            To be Well
(amounts in thousands)                          Actual          Adequacy Purposes          Capitalized
                                           Amount    Ratio       Amount     Ratio       Amount    Ratio
<S>                                      <C>        <C>        <C>       <C>        <C>        <C>
As of December 31, 1996
  Risk-Based Total Capital:
    Consolidated                          $39,304   13.5%       $23,369   >=8.0%              N/A
    New England Bank                       27,405   13.1         16,774     8.0        $20,968   >=10.0%
    The Equity Bank                        11,529   13.8          6,671     8.0          8,340     10.0
  Risk-Based Tier 1 Capital:
    Consolidated                           35,630   12.2         11,685     4.0                N/A
    New England Bank                       24,770   11.8          8,387     4.0         12,581      6.0
    The Equity Bank                        10,478   12.6          3,336     4.0          5,003      6.0
  Leverage:
    Consolidated                           35,630    8.5         16,818     4.0                N/A
    New England Bank                       24,770    8.1         12,307     4.0         15,383      5.0
    The Equity Bank                        10,478    9.3          4,523     4.0          5,654      5.0

</TABLE>
    Under Federal Reserve regulation, the Company's subsidiaries are limited as
to the amount they may lend or advance to the Company, unless such loans and
advances are collateralized by specific obligations.  No advances were made to
the Company by either subsidiary at December 31, 1996 or 1995.


NOTE 15  -- RECLASSIFICATION

    Certain amounts in the prior years have been reclassified to be consistent
with the current year's statement presentation.




<PAGE>


SUPPLEMENTAL FINANCIAL INFORMATION

Quarterly Summarized Financial Information (Unaudited)

<TABLE>
<CAPTION>
By Quarter                          1996                                         1995
(Amounts in thousands,
except per share)                1       2      3        4     Year        1       2       3        4    Year
<S>                          <C>     <C>     <C>      <C>    <C>       <C>      <C>      <C>      <C>    <C>
Interest income               $6,641  $6,337  $7,797   $8,053 $28,828   $3,685   $3,750  $3,848   $5,017 $16,300
Interest Expense               2,405   2,334   2,837    2,837  10,413    1,145    1,328   1,407    1,856   5,736
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
Net Interest Income            4,236   4,003   4,960    5,216  18,415    2,540    2,422   2,441    3,161  10,564
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
Provision for loan losses        532     502     446      374   1,854      130      150     120      300     700
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
Net interest income after
   provision for loan losses   3,704   3,501   4,514    4,842  16,561    2,410    2,272   2,321    2,861   9,864
Noninterest income               440     666     624      648   2,378      346      454     470      422   1,692
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
                               4,144   4,167   5,138    5,490  18,939    2,756    2,726   2,791    3,283  11,556
Noninterest expense            2,787   2,780   3,516    3,618  12,701    2,075    2,002   2,001    2,513   8,591
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
Income before income taxes     1,357   1,387   1,622    1,872   6,238      681      724     790      770   2,965
Income taxes                     434     444     445      653   1,976      242      256     275      212     985
                              ------  ------  ------   ------ -------   ------   ------   -----   ------  ------
Net income                      $923    $943  $1,177   $1,219  $4,262     $439     $468    $515     $558  $1,980
                              ======  ======  ======   ====== =======   ======   ======   =====   ======  ======
Earnings per share             $0.30   $0.31   $0.32    $0.33   $1.26    $0.21    $0.23   $0.24    $0.23   $0.91
                              ======  ======  ======   ====== =======   ======   ======   =====   ======  ======




<PAGE>




</TABLE>
SIGNATURES

Pursuant to the requirements of Section 13 and 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, in Windsor, Connecticut
on March 27, 1997.

                                    NEW ENGLAND COMMUNITY BANCORP, INC.



                                    By /s/ Anson C. Hall

                                       Anson C. Hall
                                       Vice President, Chief Financial Officer



                                    By /s/ David A. Lentini

                                       David A. Lentini
                                       President and Chief Executive Officer




<PAGE>




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:

<TABLE>
<CAPTION>
Signature                                 Title                                  Date
<S>                                      <C>                              <C>

 /s/ Dominic J. Ferraina                  Chairman and                     March 27, 1997
(Dominic J. Ferraina)                     Director

 /s/ David A. Lentini                     President and                    March 27, 1997
(David A. Lentini)                        Chief Executive Officer
                                          Director

 /s/ Tadeus J. Buczkowski                 Director                         March 27, 1997
(Tadeus J. Buczkowski)

 /s/ John C. Carmon                       Director                         March 27, 1997
(John C. Carmon)

 /s/ Gary J. DeNino                       Director                         March 27, 1997
(Gary J. DeNino)

 /s/ Frank A. Falvo                       Director                         March 27, 1997
(Frank A. Falvo)

 /s/ Charles D. Gersten                   Director                         March 27, 1997
(Charles D. Gersten)

 /s/ John R. Harvey                       Director                         March 27, 1997
(John R. Harvey)

 /s/ Angelina J. McGillivray              Director                         March 27, 1997
(Angelina J. McGillivray)

 /s/ Edward J. Szewczyk                   Director                         March 27, 1997
(Edward J. Szewczyk)


</TABLE>


<PAGE>




EXHIBIT INDEX

Exhibit #              Description
           Page
  10-f                 Employment Agreement of by and between New England
                       Community Bancorp, Inc. and Frank A. Falvo
   21                  List of Subsidiaries
   27                  Financial Data Schedule




<PAGE>




EXHIBIT 10-f

       Agreement effective August 1, 1996, by and between NEW ENGLAND COMMUNITY
BANCORP, INC., a Corporation organized and existing under the laws of the State
of Delaware with its principal office in Windsor, Connecticut (hereinafter the
"Company") and FRANK A. FALVO of Wethersfield, Connecticut (hereinafter
"Employee").

       1.     Employment.  The Company agrees to employ Employee and Employee
agrees to be so employed, in the capacity of Executive Vice President of the
Company; and President and Chief Executive Officer of the Company's Equity Bank
subsidiary.

       2.     Term.  New England Community Bancorp, Inc. hereby employs
Employee, and Employee hereby accepts employment with the Company, all in
accordance with the terms and conditions hereof, for a term commencing on
August 1, 1996 (the "Commencement Date"), and continuing for a period of two
years (the "Employment Period"), unless extended or sooner terminated as herein
provided.

       Prior to the end of the first year of the Employment Period, and prior
to each subsequent anniversary of the Commencement Date, either party may give
the other written notice of their intention not to renew or extend the
Employment Agreement.  If no such notice is given, the Employment Period will
be extended for an additional year without further action and the dates
contained herein will be automatically adjusted accordingly.  If such notice is
given by either party, this Employment Agreement shall terminate one year
later, on the anniversary of the Commencement Date next following the
Commencement Date anniversary with respect to which such notice was given.  In
the event that the Company is acquired, this contract would expire 12 months
after the closing date of said acquisition.

       3.     Time and Efforts.  Employee shall diligently and conscientiously
devote his full and exclusive time and attention and best efforts in
discharging his duties as the Company's Executive Vice President.  Employee
shall serve as the President and Chief Executive Officer of The Equity Bank
("Equity"), a  subsidiary of the Company and upon request of the Company's
President or Board of Directors an Employer shall serve as an officer such
other subsidiaries of either the Company or Equity without additional
compensation as to which Employee may be
elected or appointed after the date hereof.

       4.     Compensation.

              (a)     Salary.  The Company shall pay to Employee as
compensation for his services, an annual salary of One Hundred Fifty Thousand
Dollars ($150,000), through December 31, 1996, and thereafter, the Company
shall pay to Employee as compensation for his services an annual salary of One
Hundred Sixty-Five Thousand Dollars ($165,000) beginning January 1, 1997,
payable in equal bi-weekly installments ("Base Salary").

              (b)     Automobile.   The Company recognizes the Employee's need
for an automobile for business purposes and therefore shall provide the
Employee with an automobile, including all related maintenance, repairs,
insurance, taxes, fuel and other similar automobile related costs.

(c)    Life, Health and Disability Insurance.  The Company shall provide
Employee with coverage for life insurance, health insurance, short-term
disability, accidental death and dismemberment as provided in the Company's
standard plan for the same as adopted from time to time.  The Company will also
provide a supplemental long-term disability policy.

              (d)     Pension Plan.  The Employee is eligible to participate in
the Company's 401(k)/Pension Plan and the Company shall make contributions to
such plan in Employee's behalf as provided in the terms of said plan.

              (e)     Salary Increase.   Each December, the Chief Executive
Officer together with the Compensation Committee of the Board of the Company
will review the Employee's Base Salary and at the option of the Board of
Directors may increase the Base Salary of the Employee.

              (f)     Country Club.   The Company shall provide Employee with a
country club membership at the Wethersfield Country Club, at a cost not to
exceed five thousand dollars per year.

              (g)     Incentive Bonus.   The Company, at the option of the
Board of Directors and at the Board's total discretion as to amount and time of
payment, may pay Employee, an incentive bonus.

       5.     Miscellaneous.

              (a)     Governing Law.  This Agreement shall be governed by and
interpreted according to the laws of the State of Connecticut.

              (b)     Successors and Assigns.  This Agreement shall not be
assignable but shall be binding upon and inure to the benefit of the parties
hereto and any successors in interest to the Company.

              (c)     Severability.  In the event that any provision hereof
shall be declared invalid or unenforceable by any court, such invalidity shall
not affect the validity or enforceability of the remainder of this Agreement.

              (d)     Non-Compete.  The Employee agrees that if he resigns from
the Company's employ, he will not compete within a 15 mile radius of the main
office of either the Company or Equity for a period of one year.

              (e)     Dismissal.  The Employee agrees that no compensation
would be due him if a regulatory agency requires his dismissal or if he is
removed for cause or if he is involved in any illegal act which causes
monetary harm to the Company.

       IN WITNESS WHEREOF, the undersigned have entered into this Agreement,
effective August 1, 1996 and executed same on the date(s) set forth below.


                                             EMPLOYEE

                                     By  /s/ Frank A. Falvo           12/6/96
                                        -------------------------------------
                                             Frank A. Falvo            Date


                                             NEW ENGLAND COMMUNITY BANCORP, INC.

                                     By  /s/ Dominic J. Ferraina      12/6/96
                                        -------------------------------------
                                             Dominic J. Ferraina       Date
                                             Its Chairman
                                             Duly Authorize




<PAGE>

EXHIBIT 21

SUBSIDIARIES OF NEW ENGLAND COMMUNITY BANCORP, INC.
<TABLE>
<CAPTION>
                                                                              Percent
                                                                              Owned By
                                                                            New England
                                             Incorporated In                  Community
Subsidiary                                   The State of:                  Bancorp, Inc.

<S>                                          <C>                              <C>
New England Bank and Trust Company           Connecticut                       100%

The Equity Bank                              Connecticut                       100%





</TABLE>
<PAGE>