U.S. SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C. 20549

                                FORM 10-KSB/A
                               Amendment No.1

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

                 For the fiscal year ended September 30, 2000

                        Commission File No.: 01-13465

                           FALMOUTH BANCORP, INC.
               (Name of small business issuer in its charter)

            Delaware                                          04-3337685
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

               20 Davis Straits, Falmouth, Massachusetts 02540
                  (Address of principal executive offices)

                               (508) 548-3500
                         (Issuer's Telephone Number)

Securities registered pursuant to section 12(b) of the Exchange Act:

                                              Name of Each Exchange
Title of each class                            on Which Registered:
-------------------                           ---------------------

Common Stock, par value $0.01 per share      American Stock Exchange

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

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

      The revenues for the issuer's fiscal year ended September 30, 2000
were $9,062,666.

      State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, as of a specified date within the last 60 days.
On December 1, 2000: $16,357,785.

      State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. The Company had
1,026,338 shares outstanding as of December 1, 2000.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the definitive proxy statement pursuant to Regulation 14A,
which was delivered to the Commission for filing on December 15, 2000, and
the 2000 Annual Report to Stockholders for the fiscal year ended September
30, 2000, are incorporated by reference into Part II and III of this report.

Transitional Small Business Disclosure Format (check one):
Yes  [ ]      No [X]

Explanatory Note
----------------

This Form 10-KSB/A is being amended to update the provision for loan losses
discussion for the year ended September 30, 2000 as compared to the year
ended September 30, 1999 and to update the allowance for loan losses
paragraph in Note 2 to the Notes to Consolidated Financial Statements. No
other changes have been made to this Form 10-KSB.

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

      The following information included in the Falmouth Bancorp, Inc. 2000
Annual Report to Stockholders (the "Annual Report") is incorporated herein
by reference: "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Financial Highlights" on pages 3 through 15
of the Annual Report.

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS

      The following information included in the Annual Report is
incorporated herein by reference: "Consolidated Financial Statements and
Notes to Consolidated Financial Statements" on pages 17 through 42 of the
Annual Report.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   The following financial statements included in the 2000 Annual
            Report are incorporated herein by reference:

            Balance Sheets - At September 30, 2000 and 1999;
            Statements of Income - Years Ended September 30, 2000, 1999
            and 1998;
            Statements of Changes in Stockholders' Equity - Years Ended
            September 30, 2000, 1999 and 1998;
            Statements of Cash Flows - Years Ended September 30, 2000, 1999
            and 1998; and
            Notes to Financial Statements - Years Ended September 30, 2000,
            1999 and 1998

      (b)   Exhibits. The following exhibits are either filed as part of
            this report or are incorporated herein by reference:

            3.1   Certificate of Incorporation of Falmouth Bancorp, Inc.(1)
            3.2   By-laws of Falmouth Bancorp, Inc.(1)
            4.3   Specimen Stock Certificate of Falmouth Bancorp, Inc.(1).
            10.1  1997 Stock Option Plan for Outside Directors, Officers and
                  Employees of Falmouth Bancorp, Inc.(1)
            10.2  Amendments to 1997 Stock Option Plan for Outside
                  Directors, Officers and Employees of Falmouth Bancorp,
                  Inc.(2)
            10.3  1997 Recognition and Retention Plan for Outside Directors,
                  Officers and Employees of Falmouth Bancorp, Inc.(1)
            10.4  Agreement and Plan of Reorganization by and among Falmouth
                  Co-operative Bank and Falmouth Bancorp, Inc., dated
                  November 25, 1997 (1)
            10.5  Employment Agreement by and between Falmouth Co-operative
                  Bank and Santo P. Pasqualucci.(2)
            10.6  Employment Agreement by and between Falmouth Co-operative
                  Bank and George E. Young III.(2)
            10.7  Falmouth Co-operative Bank Employee Stock Ownership
                  Plan.(1)
            10.8  Falmouth Bancorp, Inc. Employee Stock Ownership Trust.(1)
            13    Annual Report to Stockholders for the Year Ended
                  September 30, 2000.
            21    Subsidiaries of the Registrant.(2)

[FN]
--------------------
<F1>  Incorporated herein by reference Registration Statement on Form S-4
      (Registration No. 333-16931), as filed with the Securities and
      Exchange Commission on November 27, 1996.
<F2>  Incorporated herein by reference Registration Statement on Form 10-KSB
      for the year ended September 30, 2000, as filed with the Securities
      and Exchange Commission on December 22, 2000.

*     Filed in electronic format only.
</FN>

      (c)   Reports on Form 8-K.

            None.

Forward Looking Statements
--------------------------

      This Form 10-KSB contains certain forward-looking statements
consisting of estimates with respect to the financial condition, results of
operations and business of the Company and the Bank that are subject to
various factors which could cause actual results to differ materially from
these estimates. These factors include, but are not limited to: general and
local economic conditions; changes in interest rates, deposit flows, demand
for mortgages and other loans, real estate values, and competition; changes
in accounting principles, policies, or guidelines; changes in legislation or
regulation; and other economic, competitive, governmental, regulatory, and
technological factors affecting our operations, pricing, products and
services.

      Any or all of our forward-looking statements in this Form 10-KSB and
in any other public statements we make may turn out to be wrong. They can be
affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties. Consequently, no forward-looking statement can be
guaranteed.

      We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events or
otherwise.

                                 SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       FALMOUTH BANCORP, INC.


                                       By: /s/ George E. Young, III
                                           ------------------------
                                           George E. Young, III
                                           Vice President and Chief
                                           Financial Officer

Date:    March 9, 2001