UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10 - QSB

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

For the Quarter Ended March 31, 2000            Commission file number 000-29599

                         PATRIOT NATIONAL BANCORP, INC.
           (Name of small business issuer as specified in its charter)

             Connecticut                             06-1559137
      (State of incorporation)          (IRS employer identification number)

                 900 Bedford Street, Stamford, Connecticut 06901
                    (Address of principal executive offices)

                                 (203) 324-7500
                           Issuer's telephone number:


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Common stock, $2.00 par value per share, 2,160,952 shares issued and outstanding
as of the close of business April 30, 2000.

Transitional Small Business Disclosure Format: Yes          No    X
                                                   -------     -------









<PAGE>






                                Table of Contents

Part I                                                                Page
------                                                                ----

Item 1.   Consolidated Financial Statements                             1

Item 2.   Management's Discussion and Analysis or
            Plan of Operation                                           9

Part II
-------

Item 6.   Exhibits and reports on Form 8-K                             15



<PAGE>



                         Part 1 -- Financial Information

Item 1. Financial Statements

Patriot National Bancorp, Inc.
Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                  March 31,          December 31,
Assets                                                                              2000                 1999
                                                                             ---------------------------------------
                                                                                 (Unaudited)

<S>                                                                          <C>                    <C>
Cash and due from banks ...............................................      $   6,056,756          $   2,685,031
Federal funds sold ....................................................         16,700,000             18,900,000
Short-term investments -- commercial paper ............................                  -             10,976,264
                                                                             ---------------------------------------
          Cash and cash equivalents ...................................         22,756,756             32,561,295

Available for sale securities (at fair value) .........................         19,304,160             19,984,309
Held to maturity securities ...........................................         12,300,638             12,301,485
Federal Reserve Bank stock ............................................            410,700                410,700
Federal Home Loan Bank stock ..........................................            307,000                307,000
Loans receivable (net of allowance for loan losses of
  $1,464,583 in 2000 and $1,360,183 in 1999) ..........................        112,093,273            107,769,911
Accrued interest receivable ...........................................          1,177,307                980,777
Bank premises and equipment, net ......................................          1,019,878                953,656
Deferred tax asset, net ...............................................            597,658                562,928
Goodwill (net of accumulated amortization of
  $89,179 in 2000 and $58,180 in 1999) ................................          1,146,949              1,177,948
Other assets (net of accumulated amortization of
  $17,872 in 2000 and $17,285 in 1999) ................................            347,633                184,688
                                                                             ---------------------------------------

          Total assets ................................................      $ 171,461,952          $ 177,194,697
                                                                             =======================================

Liabilities and Shareholders' Equity

  Deposits

     Non-interest bearing deposits ....................................      $  16,549,268          $  12,630,926
     Interest bearing deposits ........................................        140,191,949            150,115,428
                                                                             ---------------------------------------
           Total deposits .............................................        156,741,217            162,746,354

  Capital lease obligation ............................................            541,682                563,687
  Collateralized borrowings ...........................................            325,000                325,000
  Accrued expenses and other liabilities ..............................            585,671                323,568
                                                                             ---------------------------------------

          Total liabilities ...........................................        158,193,570            163,958,609
                                                                             ---------------------------------------

Shareholders' equity
   Common stock, $2 par value;
    5,333,333 shares authorized;
     issued and outstanding shares: 2,160,952 .........................          4,321,904              4,321,904
   Paid-in capital ....................................................          9,807,957              9,807,957
   Accumulated deficit ................................................           (548,718)              (635,331)
   Accumulated other comprehensive income - net
     unrealized loss on available for sale
     securities .......................................................           (312,761)              (258,442)
                                                                             ---------------------------------------

          Total shareholders' equity ..................................         13,268,382             13,236,088
                                                                             ---------------------------------------

          Total liabilities and shareholders' equity ..................      $ 171,461,952          $ 177,194,697
                                                                             =======================================
</TABLE>

See accompanying Notes to Consolidated Financial Statements




                                       1
<PAGE>





Patriot National Bancorp, Inc.
Consolidated Statements of Income
Quarters ended March 31, 2000 and 1999
(unaudited)

<TABLE>
<CAPTION>

                                                                      2000            1999
                                                                 -----------------------------

Interest and Dividend Income

  <S>                                                             <C>             <C>
  Interest and fees on loans ...............................      $2,524,639      $1,395,279
  Interest and dividends on investment secuities ...........         542,890         335,536
  Interest on federal funds sold ...........................         286,762         178,039
                                                                 -----------------------------
Total interest and divided income ..........................       3,354,291       1,908,854
                                                                 -----------------------------

Interest Expense

  Interest on deposits .....................................       1,809,803         841,028
  Interest on capital lease obligation .....................          18,995          21,789
  Interest expense on collateralized borrowings ............           7,361            --
                                                                 -----------------------------
Total interest expense .....................................       1,836,159         862,817
                                                                 -----------------------------

Net interest income ........................................       1,518,132       1,046,037

Provision for Loan Losses ..................................         109,500          68,000
                                                                 -----------------------------

Net interest income after provision for loan losses ........       1,408,632         978,037
                                                                 -----------------------------

Non-Interest Income

  Mortgage brokerage referral fees .........................         521,669            --
  Fees and service charges .................................          38,617          33,364
  Gains and origination fees from loans sold ...............            --            31,887
  Other income .............................................          12,800          32,228
                                                                 -----------------------------
Total non-interest income ..................................         573,086          97,479
                                                                 -----------------------------

Non-Interest Expense

  Salaries and benefits ....................................       1,047,154         464,931
  Occupancy and equipment expense, net .....................         186,519         106,817
  Professional services ....................................          72,250          41,363
  Data processing and other outside services ...............         135,292          48,084
  Advertising and promotional expenses .....................          70,869          58,505
  Directors fees and expenses ..............................          25,100          24,140
  Forms, printing and supplies .............................          63,111          36,221
  Regulatory assessments ...................................          21,351          10,292
  Insurance ................................................           9,743           6,579
  Other operating expenses .................................         186,466         136,985
                                                                 -----------------------------
Total non-interest expenses ................................       1,817,855         933,917
                                                                 -----------------------------

Income before income taxes .................................         163,863         141,599
Provision for Income Taxes .................................          77,250           1,200
                                                                 -----------------------------
Net income .................................................      $   86,613      $  140,399
                                                                 =============================

Basic income per share .....................................      $     0.04      $     0.07
                                                                 =============================

Diluted income per share ...................................      $     0.04      $     0.07
                                                                 =============================
</TABLE>

See accompanying Notes to Consolidated Financial Statements




                                       2
<PAGE>





Patriot National Bancorp, Inc.
Consolidated Statements of Comprehensive Income
Quarters ended March 31, 2000 and 1999
(unaudited)

<TABLE>
<CAPTION>

                                                               2000              1999
                                                        ------------------------------------


<S>                                                        <C>                <C>
Net income .......................................         $  86,613          $ 140,399

Unrealized holding losses on securities:
 Unrealized holding losses arising
 during the period, net of taxes .................           (54,319)           (45,034)


                                                        ------------------------------------
Comprehensive income .............................         $  32,294          $  95,365
                                                        ====================================
</TABLE>

See accompanying Notes to Consolidated Financial Statements




                                       3
<PAGE>





Patriot National Bancorp, Inc.
Consolidated Statements of Cash Flows
Quarters ended March 31, 2000 and 1999
(unaudited)

<TABLE>
<CAPTION>

                                                                                   2000           1999
                                                                            --------------------------------
Cash Flows from Operating Activities

  <S>                                                                       <C>             <C>
  Net income ............................................................   $     86,613    $    140,399
  Adjustments to reconcile net income to net cash provided
     by operating activites:
  Amortization and accretion of investment
     premiums and discounts, net ........................................         (1,549)         10,134
  Provision for loan losses .............................................        109,500          68,000
  Depreciation and amortization .........................................         90,348          67,502
  Directors fees paid by issuance of common stock .......................           --             7,658
  Changes in assets and liabilities:
     (Decrease) increase in deferred loan fees ..........................        (62,508)         24,602
     Increase in accrued interest receivable ............................       (196,530)       (181,187)
     Increase in other assets ...........................................       (163,530)        (82,491)
     Increase in accrued expenses and other liabilities .................        262,103          56,308
                                                                            --------------------------------
Net cash provided by operating activities ...............................        124,447         110,925
                                                                            --------------------------------

Cash Flows from Investing Activities

  Purchases of available for sale securities ............................           --          (499,352)
  Purchases of held to maturity securities ..............................           --        (8,966,053)
  Principal repayments on available for sale securities .................        593,496            --
  Net increase in loans .................................................     (4,370,354)     (7,347,640)
  Purchases of bank premises and equipment ..............................       (124,986)        (25,942)
  Recoveries on other real estate owned .................................           --            18,800
                                                                            --------------------------------
Net cash used in investing activities ...................................     (3,901,844)    (16,820,187)
                                                                            --------------------------------

Cash Flows from Financing Activities

  Net increase in demand, savings and money market deposits .............      4,262,767       2,525,650
  Net decrease in time certificates of deposit ..........................    (10,267,904)     (1,257,234)
  Principal payments on capital lease obligation ........................        (22,005)        (19,211)
                                                                            --------------------------------
Net cash (used in) provided by financing activities .....................     (6,027,142)      1,249,205
                                                                            --------------------------------

Net decrease in cash and cash equivalents ...............................     (9,804,539)    (15,460,057)

Cash and cash equivalents
  Beginning .............................................................     32,561,295      29,567,353
                                                                            --------------------------------

  Ending ................................................................   $ 22,756,756    $ 14,107,296
                                                                            ================================
</TABLE>

See accompanying Notes to Consolidated Financial Statements




                                       4
<PAGE>












Patriot National Bancorp, Inc.
Consolidated Statements of Cash Flows, continued
Quarters ended March 31, 2000 and 1999
(unaudited)

                                                            2000         1999
                                                        ------------------------

Suppmental Disclosures of Cash Flow Information
Cash paid for:
     Interest ......................................    $1,828,797    $  841,028
                                                        ========================
     Income taxes ..................................    $   19,000    $    1,200
                                                        ========================

See accompanying Notes to Consolidated Financial Statements




                                       5
<PAGE>






Notes to Consolidated Financial Statements

1.       The  Consolidated  Balance  Sheet at December 31, 1999 has been derived
         from the audited financial statements of Patriot National Bancorp, Inc.
         ("Bancorp") at that date,  but does not include all of the  information
         and footnotes required by generally accepted accounting  principles for
         complete financial statements.

2.       The  accompanying   unaudited  consolidated  financial  statements  and
         related notes have been prepared  pursuant to the rules and regulations
         of  the  Securities  and  Exchange  Commission.   Accordingly,  certain
         information  and footnote  disclosures  normally  included in financial
         statements  prepared in accordance with generally  accepted  accounting
         principles  have been omitted  pursuant to such rules and  regulations.
         The accompanying  consolidated  financial  statements and related notes
         should be read in conjunction with the audited financial  statements of
         Bancorp and notes thereto for the fiscal year ended December 31, 1999.

         The information furnished reflects,  in the opinion of management,  all
         adjustments,  consisting of normal recurring accruals,  necessary for a
         fair presentation of the results of the interim periods presented.  The
         results of operations for the three months ended March 31, 2000 are not
         necessarily  indicative  of  the  results  of  operations  that  may be
         expected for all of 2000.

3.       Bancorp is  required  to  present  basic  income per share and  diluted
         income  per share in its  income  statements.  Basic  income  per share
         amounts are  computed by dividing  net income by the  weighted  average
         number of common shares  outstanding.  Diluted income per share assumes
         exercise  of all  potential  common  stock in weighted  average  shares
         outstanding,  unless  the  effect  is  antidilutive.  Bancorp  is  also
         required to provide a  reconciliation  of the numerator and denominator
         used in the computation of both basic and diluted income per share. The
         following is information  about the computation of income per share for
         the quarters ended March 31, 2000 and 1999.




                                       6
<PAGE>






<TABLE>
<CAPTION>
                                                                      Quarter ended March 31, 2000

                                                             Net
                                                           Income           Shares                Amount
                                                        -------------------------------------------------------

<S>                                                     <C>                <C>                  <C>
Basic income per share
  Income available to common stockholders ...........   $  86,613          2,160,952            $   0.04
Effect of Dilutive Securities

  Warrants/Stock Options outstanding ................        --               57,974                 --
                                                        -------------------------------------------------------
Diluted income per share
  Income available to common stockholders
  plus assumed conversions ..........................   $  86,613          2,218,926            $   0.04
                                                        =======================================================


                                                                      Quarter ended March 31, 1999

                                                             Net
                                                           Income           Shares                Amount
                                                        -------------------------------------------------------

Basic income per share
  Income available to common stockholders ...........   $ 140,399          1,998,279            $   0.07
Effect of Dilutive Securities

  Warrants outstanding ..............................        --               35,262                 --
                                                        -------------------------------------------------------
Diluted income per share
  Income available to common stockholders
  plus assumed conversions ..........................   $ 140,399          2,033,541            $   0.07
                                                        =======================================================
</TABLE>





                                       7
<PAGE>








4.       Bancorp has two reportable segments,  the bank and the mortgage broker.
         The bank  provides  its  commercial  customers  with  products  such as
         commercial mortgage loans,  working capital loans,  equipment loans and
         other  business  financing  arrangements,  and  provides  its  consumer
         customers with residential  mortgage loans, home equity loans and other
         consumer  installment  loans. The commercial bank segment also attracts
         deposits from both consumer and  commercial  customers and invests such
         deposits in loans,  investments  and working  capital.  Revenues of the
         bank are generated primarily from net interest income from its lending,
         investment and deposit activities.

         The mortgage broker solicits and processes  conventional  mortgage loan
         applications  from  consumers  on behalf of  permanent  investors,  and
         revenues are generated from loan brokerage fees received from permanent
         investors.

         Information  about reportable  segments,  and a reconciliation  of such
         information to the  consolidated  financial  statements as of March 31,
         2000 is as follows (in thousands):

                                                          Mortgage  Consolidated
                                                 Bank      Broker      Totals
                                               ---------------------------------
Net interest income ........................   $  1,518      --       $  1,518
Non-interest income ........................         51     522            573
Non-interest expense .......................      1,386     484          1,818
Provision for loan losses ..................        110      --            110
Income before taxes ........................        126      38            164
Assets .....................................    171,462      --        171,462

         Bancorp did not have a mortgage  brokerage segment in the first quarter
         of 1999 as such operations  relate to Pinnacle,  a division of the Bank
         acquired on June 30, 1999.

5.       Bancorp  opened  a mortgage  origination  office  on March  6, 2000, at
         Wiccopee Plaza, Suite D, Hopewell Junction (East Fishkill), New York.





                                       8
<PAGE>







Item 2.  Management's Discussion and Analysis or Plan of Operation

 a.      Plan of Operation

Not  applicable  since Bancorp had revenues from  operations in each of the last
four fiscal years.

 b.      Management's Discussion and Analysis of
         Financial Condition and Results of Operations

Summary

Bancorp  reported net income of $87,000  ($0.04 basic income per share and $0.04
diluted income per share) for the quarter ended March 31, 2000,  down from March
31, 1999 net income of $140,000  ($0.07 basic income per share and $0.07 diluted
income per share). Net interest margin was 3.65% for the quarter ended March 31,
2000, a decrease of 64 basis points from a net interest  margin of 4.29% for the
same period last year.

Total assets  decreased $5.7 million from $177.2 million at December 31, 1999 to
$171.5 million at March 31, 2000. The net loan portfolio  increased $4.3 million
from $107.8  million at December  31, 1999 to $112.1  million at March 31, 2000.
Loan growth was funded  through  the  proceeds  from  maturities  of  short-term
investments.  For the quarter ended March 31, 2000,  Bancorp recorded  provision
for loan  losses of  $109,500  as  compared  to $68,000 for the same period last
year. During the quarter ended March 31, 2000,  Bancorp recorded net loan charge
offs of $5,000 as compared to net  recoveries  from loans charged off of $27,000
during the same period last year.  Deposits  decreased  $6.0 million from $162.7
million  at  December  31,  1999 to $156.7  million  at March 31,  2000.  Equity
remained at $13.2 million at March 31, 2000.

FINANCIAL CONDITION

Assets

Bancorp's  total assets  decreased  $5.7 million from $177.2 million at December
31,  1999 to  $171.5  million  at March  31,  2000.  Cash  and cash  equivalents
decreased  $9.8 million at March 31, 2000 caused mainly by the maturity of $11.0
million  of  short-term  investments.  Cash and due from  banks  increased  $3.4
million and federal funds sold decreased $2.2 million.




                                       9
<PAGE>








Loans

Bancorp's  net loan  portfolio  increased  $4.3 million  from $107.8  million at
December 31, 1999 to $112.1  million at March 31,  2000.  Loan growth was funded
through the maturity of short-term investments.  At March 31, 2000, the net loan
to  deposit  ratio was  71.51% and the net loan to asset  ratio was  65.39%.  At
December 31, 1999, the net loan to deposit ratio was 66.22%, and the net loan to
asset  ratio was 60.82%.  Bancorp  experienced  a strong loan demand  during the
first quarter of 2000 and management believes, because of the volume of loans in
process, that the loan demand will continue throughout 2000.

Allowance for Loan Losses
-------------------------

The provision for loan losses is a charge  against income and an addition to the
allowance for loan losses. Management's judgement in determining the adequacy of
the  allowance  is  based  on  an  evaluation  of  individual  loans,  the  risk
characteristics  and  size of the  loan  portfolio,  an  assessment  of  current
economic and real estate  market  conditions,  estimates of the current value of
underlying collateral, past loan loss experience, review of regulatory authority
examination  reports  and  evaluations  of  specific  loans and  other  relevant
factors.

Based upon this evaluation, management believes the allowance for loan losses of
$1.5  million  at  March  31,  2000,  which  represents  1.29%  of  gross  loans
outstanding, is adequate, under prevailing economic conditions, to absorb losses
on existing  loans which may become  uncollectible.  At December 31,  1999,  the
allowance for loan losses was $1.4 million or 1.25% of gross loans outstanding.

Analysis of Allowance for Loan Losses at March 31,
--------------------------------------------------

   (Thousands of dollars)                                 2000           1999
   ----------------------------------------------------------------------------

   Balance at beginning of period ..............       $ 1,360         $   785
                                                       -----------------------
   Charge-offs .................................            (5)             (2)
   Recoveries ..................................             0              29
                                                       -----------------------
   Net (charge-offs) recoveries ................            (5)             27
                                                       -----------------------
   Provision charged to operations .............           110              68
                                                       -----------------------
   Balance at end of period ....................       $ 1,465         $   880
                                                       =======================

  Ratio of net (charge-offs) recoveries
    during the period to average loans
    outstanding during the period ..............         (0.00%)          0.04%
                                                       =======         =======





                                       10
<PAGE>








Non-Accrual, Past Due and Restructured Loans
--------------------------------------------

The following  table  presents  non-accruing  and past due loans as of March 31,
2000 and December 31, 1999.

(Thousands of dollars)                                 2000           1999
----------------------------------------------------------------------------

Loans delinquent over 90
  days still accruing .......................        $3,103         $   475
Non-accruing loans ..........................            91              91
                                                     ----------------------

                                                     $3,194         $   566
                                                     ======================

% of  Total  Loans ..........................          2.81%            .52%
% of  Total Assets ..........................          1.86%            .32%

The  majority of the increase in  delinquencies  is due to three loans for which
management does not anticipate any loss due to sufficient loan to value ratios.

Potential Problem Loans
-----------------------

At March 31, 2000,  Bancorp had no loans other than those described above, as to
which  management  has  significant  doubts as to the ability of the borrower to
comply with the present repayment terms.

Deposits

Total  deposits  decreased $6.0 million from $162.7 million at December 31, 1999
to $156.7 million at March 31, 2000.  Interest bearing deposits  (primarily time
certificates  of  deposit)  decreased  $9.9  million  to  $140.2  million,   and
non-interest  bearing deposits  increased $3.9 million to $16.5 million at March
31,  2000.  Deposits  decreased  because  Bancorp  did  not  aggressively  price
certificates of deposit products in a rising interest rate environment.

RESULTS OF OPERATIONS

Interest and dividend income and expense

Bancorp's  interest and dividend income increased $1.5 million from $1.9 million
for the quarter ended March 31, 1999 to $3.4 million for the quarter ended March
31, 2000. The increase in net interest income was primarily the result of higher
average  balances on loans and securities.  The average yield on loans decreased
28 basis points; the average yield on investment  securities  decreased 13 basis
points,  and the average yield on federal funds sold  increased 134 basis points
in the first quarter of 2000 as compared to the first quarter of 1999. Bancorp's
net interest




                                       11
<PAGE>






margin for the  quarter  ended March 31, 2000 was 3.65% as compared to 4.29% for
the same period in the prior year. The net interest spread for the quarter ended
March 31, 2000 was 3.01% as  compared  to 3.55% for the quarter  ended March 31,
1999.

Interest expense increased  $937,000 to $1.8 million for the quarter ended March
31,  2000 as  compared  to  $863,000  for the  quarter  ended  March  31,  1999.
Specifically, in the first quarter of 2000, Bancorp's yield on time certificates
of deposit increased 62 basis points;  savings deposit yields increased 13 basis
points;  money market deposit yields  decreased 160 basis points and NOW account
yields  decreased  3 basis  points.  Bancorp  has  maintained  loan and  deposit
interest rates that are competitive within its market.

Bancorp's return on average assets and return on average equity on an annualized
basis was 0.20% and 2.62%, respectively, for the quarter ended March 31, 2000 as
compared to 0.55% and 4.58%, respectively, for the quarter ended March 31, 1999.
For the year ended  December  31, 1999  Bancorp's  return on average  assets and
return on average equity was 0.27% and 2.67%, respectively.

Non-interest income

Non-interest  income increased $476,000 from $97,000 for the quarter ended March
31, 1999 to $573,000 for the quarter ended March 31, 2000. The increase in other
non-interest  income is  attributed  to the  acquisition  of a  mortgage  broker
operation  ("Pinnacle") in June 1999, which offers mortgage  brokerage  services
and generated  approximately $522,000 mortgage brokerage referral fee revenue in
the first quarter of 2000.

Non-interest expenses

Non-interest  expenses  increased  $866,000  from $934,000 for the quarter ended
March 31, 1999 to $1.8 million for the quarter ended March 31, 2000.  Additional
staff to support  growth  and the  acquisition  of  Pinnacle,  were the  primary
reasons that  salaries and benefits  increased  $582,000 to $1.0 million for the
quarter ended March 31, 2000.  The opening of a branch office in Old  Greenwich,
Connecticut and the operating  expense  associated with Pinnacle's  offices were
the reasons  occupancy and equipment  expense  increased $80,000 to $187,000 for
the quarter ended March 31, 2000.  Professional  services  increased  $31,000 to
$72,000 for the quarter ended March 31, 2000, due to additional outside services
that were required to support growth. Data processing expenses increased $87,000
to $135,000 for the quarter ended March 31, 2000.  The overall growth of Bancorp
from March 31, 1999 to March 31, 2000 is the primary  reason for increased  data
service  expenses.  Bancorp  increased  promotional  activities during the first
quarter of 2000,  which caused  advertising  and marketing  expenses to increase
$12,000 to $71,000.  Director's fees for services  rendered  increased $1,000 to
$25,000 for the  quarter  ended March 31,  2000.  Overall  growth was the reason
expenses for forms,  printing and supplies  increased $27,000 to $63,000 for the
quarter ended March 31, 2000. Increases in regulatory  assessments insurance are
due to the overall growth of Bancorp. Other operating expenses increased $49,000




                                       12
<PAGE>






to  $186,000  for the quarter  ended March 31,  2000.  Other  operating  expense
increases  are  primarily  due to the  amortization  of goodwill  related to the
Pinnacle acquisition and increased loan administration expenses.

Income Taxes

For the quarter ended March 31, 2000 Bancorp  recorded a tax expense of $77,000.
In the same period last year Bancorp recognized the benefit from the utilization
available net operating loss carry forwards;  therefore, there was no income tax
expense.  Bancorp had a pre-tax  income of $164,000 for the quarter  ended March
31, 2000 which compares favorably to the pre-tax income of $142,000 for the same
period last year.

LIQUIDITY

Bancorp's  liquidity  position was 24.83% and 23.63% at March 31, 2000 and 1999,
respectively.  The liquidity ratio is defined as the percentage of liquid assets
to total  assets.  The  following  categories  of  assets  as  described  in the
accompanying  consolidated balance sheets are considered liquid assets: cash and
due from banks, federal funds sold, short-term  investments,  available-for-sale
securities  and  held-to-maturity  securities  maturing  in one  year  or  less.
Liquidity is a measure of Bancorp's  ability to generate  adequate  cash to meet
financial   obligations.   The  principal  cash   requirements  of  a  financial
institution are to cover downward fluctuations in deposit accounts and increases
in its loan portfolio.  Management  believes  Bancorp's  short-term  assets have
sufficient liquidity to cover potential  fluctuations in deposit accounts,  loan
demand and to meet other anticipated cash requirements.

CAPITAL

The following table illustrates the Bancorp's regulatory capital ratios at March
31, 2000 and December 31, 1999 respectively:

                                                         2000            1999
                                                         ----            ----

Leverage Capital ..............................         7.14%           7.21%
Tier 1 Risk-based Capital .....................         9.31%           8.91%
Total Risk-based Capital ......................        10.42%           9.90%

Capital  adequacy is one of the most  important  factors used to  determine  the
safety and soundness of individual  banks and the banking  system.  Based on the
above  ratios,  Bancorp  believes  that at March 31, 2000 it is considered to be
"well   capitalized"   under   applicable   regulations.    To   be   considered
"well-capitalized,"  an institution must generally have a leverage capital ratio
of at least  5%, a Tier 1  risk-based  capital  ratio of at least 6% and a total
risk-based capital ratio of at least 10%.





                                       13
<PAGE>








Bancorp  proposes  to sell up to $5  million  of its  Common  Stock in a private
placement  either late in the second quarter or early third quarter of 2000. The
proceeds  of the  offering  will be used to  provide  the Bank  with  additional
capital  sufficient  for the  Bank to  continue  to be  "well  capitalized"  for
regulatory purposes and the balance of the net proceeds of the offering would be
retained by Bancorp for working  capital and other general  corporate  purposes.
The  private  placement  is subject to  approval  of the  private  placement  at
Bancorp's 2000 Annual Meeting of Shareholders.

Impact of Inflation and Changing Prices

Bancorp's  consolidated  financial  statements  have been  prepared  in terms of
historical dollars,  without considering changes in relative purchasing power of
money over time due to inflation.  Unlike most industrial  companies,  virtually
all of the assets and  liabilities  of a financial  institution  are monetary in
nature.  As a  result,  interest  rates  have a  more  significant  impact  on a
financial  institution's  performance  than the  effect  of  general  levels  of
inflation.  Interest rates do not  necessarily  move in the same direction or in
the same  magnitude as the prices of goods and services.  Notwithstanding  this,
inflation can directly affect the value of loan collateral, in particular,  real
estate.  Inflation,  or  disinflation,   could  significantly  affect  Bancorp's
earnings in future periods.

YEAR 2000 ISSUE

The Year 2000 arrived without  incident and all Bancorp  systems,  including its
core  processing  systems worked  properly.  Throughout  the year,  Bancorp will
continue to monitor all of its systems to ensure  date-sensitive  information is
processed properly.

"Safe Harbor" Statement Under Private Securities Litigation Reform Act of 1995

Certain statements contained in Bancorp's public reports, including this report,
and in particular  in this  "Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operation,"  may be forward  looking and subject to a
variety of risks and uncertainties.  These factors include,  but are not limited
to, (1) changes in  prevailing  interest  rates which would  affect the interest
earned  on  Bancorp's  interest  earning  assets  and the  interest  paid on its
interest bearing liabilities,  (2) the timing of repricing of Bancorp's interest
earning assets and interest  bearing  liabilities,  (3) the effect of changes in
governmental   monetary  policy,  (4)  the  effect  of  changes  in  regulations
applicable  to  Bancorp  and  the  conduct  of  its  business,  (5)  changes  in
competition  among  financial  service  companies,  including  possible  further
encroachment of non- banks on services  traditionally  provided by banks and the
impact of recently enacted federal  legislation,  (6) the ability of competitors
which are larger  than  Bancorp to provide  products  and  services  which it is
impracticable  for Bancorp to provide,  (7) the effect of  Bancorp's  opening of
branches,  and (8) the  effect  of any  decision  by  Bancorp  to  engage in any
business not  historically  permitted to it. Other such factors may be described
in Bancorp's filings with the SEC.





                                       14
<PAGE>








The  issuance  of  additional  shares  of  common  stock in a  proposed  private
placement would result in dilution of the voting power of those shareholders who
are not able to  participate  in the  offering.  In  addition,  the  issuance of
additional  shares could result in a reduction in reported earnings per share in
future periods.

Although  Bancorp  believes that it offers the loan and deposit products and has
the resources needed for continued success, future revenues and interest spreads
and yields  cannot be  reliably  predicted.  These  trends may cause  Bancorp to
adjust its operations in the future. Because of the foregoing and other factors,
recent trends should not be considered  reliable  indicators of future financial
results or stock prices.

         PART II - OTHER INFORMATION
         ---------------------------

Item 6.  Exhibits and Reports on Form 8-K

         a.       No.                       Description
                  ---                       -----------
                  27                   Financial Data Schedule

         b.       Reports on Form 8-K

                  A current  report on Form 8-K dated December 1, 1999 was filed
                  by Bancorp  with the SEC  during  the  period  covered by this
                  report.  This  report  responded  to items 5 and 7 of the Form
                  8-K.

                                   SIGNATURES

In  accordance  with of the  requirements  of Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Patriot National Bancorp, Inc.


By:        /s/ Robert F. O'Connell
         --------------------------------
         Robert F. O'Connell,
         Executive Vice President
         Chief Financial Officer

May 12, 2000






                                       15
<PAGE>







                                  EXHIBIT INDEX

            No.                   Description
            ---                   -----------
            27               Financial Data Schedule