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

                                   FORM 10-QSB

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

For the Quarter Ended September 30, 2002       Commission file number 000-29599

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

         Connecticut                              06-1559137
  (State of incorporation)          (I.R.S. 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, 2,400,525 shares issued and outstanding
as of the close of business October 31, 2002.

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





<PAGE>


                                Table of Contents

                                                                            Page
                                                                            ----

Part I        FINANCIAL INFORMATION
------

Item 1.       Consolidated Financial Statements                               3

Item 2.       Management's Discussion and Analysis or
              Plan of Operation                                              13

Item 3.       Controls and Procedures                                        20

Part II       OTHER INFORMATION
-------

Item 6.       Exhibits and Reports on Form 8-K                               20

              CERTIFICATIONS                                                 22




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ------------------------------


Item 1.  Consolidated Financial Statements

<TABLE>
PATRIOT NATIONAL BANCORP, INC
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                         September 30,    December 31,
                                                                             2002             2001
                                                                         ------------     ------------
                                                                          (Unaudited)
<S>                                                                      <C>              <C>
ASSETS

Cash and due from banks ............................................     $  6,412,472     $  7,544,242
Federal funds sold .................................................        4,000,000       12,700,000
Short term investments .............................................        4,157,721        6,788,569
                                                                         ------------     ------------
     Cash and cash equivalents .....................................       14,570,193       27,032,811

Available for sale securities (at fair value) ......................       67,775,063       34,717,930
Federal Reserve Bank stock .........................................          481,050          481,050
Federal Home Loan Bank stock .......................................          621,300          617,900
Loans receivable (net of allowance for loan losses: 2002 $2,146,454;
     2001 $1,894,454) ..............................................      150,192,620      135,680,036
Accrued interest receivable ........................................        1,266,199        1,079,450
Premises and equipment, net ........................................          858,997        1,102,428
Deferred tax asset, net ............................................          553,839          662,296
Goodwill ...........................................................          930,091          930,091
Other assets .......................................................          249,551          265,465
                                                                         ------------     ------------
         Total assets ..............................................     $237,498,903     $202,569,457
                                                                         ============     ============
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Deposits:
         Noninterest bearing deposits ..............................     $ 18,122,715     $ 16,961,636
         Interest bearing deposits .................................      189,304,984      166,302,303
                                                                         ------------     ------------
              Total deposits .......................................      207,427,699      183,263,939
     Securities sold under agreements to repurchase ................        5,700,000             --
     Federal Home Loan Bank borrowings .............................        4,000,000             --
     Capital lease obligation ......................................          275,197          364,836
     Collateralized borrowings .....................................          374,444          474,444
     Accrued expenses and other liabilities ........................        1,456,847        1,060,222
                                                                         ------------     ------------
              Total liabilities ....................................      219,234,187      185,163,441
                                                                         ------------     ------------
Shareholders' equity
     Common stock, $2 par value: 5,333,333 shares authorized;
         2,400,525 shares issued and outstanding ...................        4,801,050        4,801,050
     Additional paid-in capital ....................................       11,484,649       11,484,649
     Retained earnings .............................................        1,520,331          864,202
     Accumulated other comprehensive income - net unrealized
         gain on available for sale securities, net of tax .........          458,686          256,115
                                                                         ------------     ------------
              Total shareholders' equity ...........................       18,264,716       17,406,016
                                                                         ------------     ------------
              Total liabilities and shareholders' equity ...........     $237,498,903     $202,569,457
                                                                         ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


<TABLE>
PATRIOT NATIONAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                            September 30,                      September 30,
                                                        2002             2001             2002              2001
                                                    ------------     ------------     ------------      ------------

<S>                                                 <C>              <C>              <C>               <C>
Interest and Dividend Income
   Interest and fees on loans .................     $  2,602,775     $  2,766,458     $  7,426,230      $  8,507,031
   Interest and dividends on
      investment securities ...................          693,260          487,690        1,667,419         1,577,301
   Interest on federal funds sold .............           50,412           77,319          131,953           444,628
                                                    ------------     ------------     ------------      ------------
     Total interest and dividend income .......        3,346,447        3,331,467        9,225,602        10,528,960
                                                    ------------     ------------     ------------      ------------
Interest Expense
   Interest on deposits .......................        1,145,068        1,590,378        3,373,639         5,242,820
   Interest on other borrowings ...............           82,606              107          122,892               107
   Interest on capital lease obligation .......           10,101           14,200           33,361            44,919
   Interest on collateralized borrowings ......            5,183            8,572           16,557            29,149
                                                    ------------     ------------     ------------      ------------
     Total interest expense ...................        1,242,958        1,613,257        3,546,449         5,316,995
                                                    ------------     ------------     ------------      ------------
     Net interest income ......................        2,103,489        1,718,210        5,679,153         5,211,965
Provision for Loan Losses .....................           84,000           78,000          242,000           180,000
                                                    ------------     ------------     ------------      ------------
     Net interest income after
        provision for loan losses .............        2,019,489        1,640,210        5,437,153         5,031,965
                                                    ------------     ------------     ------------      ------------
Non-Interest Income
   Mortgage brokerage referral fees ...........          846,231          690,743        2,173,502         1,916,082
   Loan processing fees .......................          148,415          115,072          395,469           390,776
   Fees and service charges ...................           84,697           61,373          228,491           187,539
   Gains and origination fees from loans sold .             --             19,320          249,365            59,464
   Loss on impaired investment security .......             --               --               --            (117,678)
   Gain (loss) on sale of investment securities            5,542             --            (25,733)             --
   Other income ...............................           16,323           17,643           56,694            38,118
                                                    ------------     ------------     ------------      ------------
     Total non-interest income ................        1,101,208          904,151        3,077,788         2,474,301
                                                    ------------     ------------     ------------      ------------
Non-Interest Expenses
   Salaries and benefits ......................        1,691,463        1,393,808        4,602,020         3,843,830
   Occupancy and equipment expenses, net ......          245,589          242,463          750,474           691,364
   Data processing and other outside services .          156,499          156,920          470,279           445,161
   Professional services ......................           83,696           86,045          260,323           266,864
   Advertising and promotional expenses .......          104,184           80,270          259,623           207,074
   Forms, printing and supplies ...............           36,404           37,739          115,232           115,704
   Regulatory assessments .....................           24,774           22,032           73,422            68,619
   Directors' fees and expenses ...............           22,927           13,900           98,027            44,800
   Other operating expenses ...................          210,495          237,902          580,375           719,289
                                                    ------------     ------------     ------------      ------------
     Total non-interest expenses ..............        2,576,031        2,271,079        7,209,775         6,402,705
                                                    ------------     ------------     ------------      ------------
     Income before income taxes ...............          544,666          273,282        1,305,166         1,103,561
                                                    ------------     ------------     ------------      ------------
Provision for Income Taxes ....................          207,000          102,069          481,000           416,626
                                                    ------------     ------------     ------------      ------------
     Net income ...............................     $    337,666     $    171,213     $    824,166      $    686,935
                                                    ============     ============     ============      ============
     Basic income per share ...................     $      0.140     $      0.070     $      0.340      $      0.290
                                                    ============     ============     ============      ============
     Diluted income per share .................     $      0.140     $      0.070     $      0.340      $      0.280
                                                    ============     ============     ============      ============
     Dividends per share ......................     $      0.025     $      0.020     $      0.070      $      0.040
                                                    ============     ============     ============      ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


<TABLE>
PATRIOT NATIONAL BANCORP, INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)


<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                            September 30,                     September 30,
                                                        2002             2001             2002              2001
                                                    ----------------------------------------------------------------
<S>                                                 <C>              <C>              <C>               <C>

Net income .................................        $    337,666     $    171,213     $    824,166     $     686,935

Unrealized holding gains on securities:
   Unrealized holding gains arising
   during the period, net of taxes .........             105,946          270,415          202,571           361,365
                                                    ------------     ------------     ------------      ------------

   Comprehensive income ....................        $    443,612     $    441,628     $  1,026,737      $  1,048,300
                                                    ============     ============     ============      ============
</TABLE>





See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


<TABLE>
PATRIOT NATIONAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September  30,
                                                                                  2002              2001
                                                                              ------------------------------
<S>                                                                           <C>               <C>
Cash Flows from Operating Activities
     Net income .........................................................     $    824,166      $    686,935
     Adjustments to reconcile net income to net cash
     provided by operating activities:
     Amortization and accretion of investment premiums and discounts, net           38,807           (10,078)
     Originations of loans held for sale ................................         (208,000)      (24,810,110)
     Proceeds from sales of loans held for sale .........................          208,000        24,810,110
     Gain on sale of loans ..............................................         (249,365)             --
     Provision for loan losses ..........................................          242,000           180,000
     Loss on impaired investment security ...............................             --             117,678
     Loss on sale of investment securities ..............................           25,733              --
     Depreciation and amortization ......................................          309,360           337,542
     Changes in assets and liabilities:
         Increase in deferred loan fees .................................          171,509            60,321
         (Increase) decrease in accrued interest receivable .............         (186,749)           25,383
         Decrease (increase) in other assets ............................           15,914           (89,686)
         Increase in accrued expenses and other liabilities .............          384,622           338,220
                                                                              ------------      ------------
         Net cash provided by operating activities ......................        1,575,997         1,646,315
                                                                              ------------      ------------
Cash Flows from Investing Activities
     Purchases of available for sale securities .........................      (55,062,997)      (13,984,034)
     Proceeds from sales of available for sale securities ...............       11,375,386         6,000,000
     Principal repayments on available for sale securities ..............        5,876,966         2,973,325
     Proceeds from maturities of available for sale securities ..........        5,000,000           499,290
     Proceeds from maturities of held to maturity securities ............             --             500,000
     Purchase of Federal Reserve Bank Stock .............................             --              (5,850)
     Purchase of Federal Home Loan Bank Stock ...........................           (3,400)          (24,300)
     Net increase in loans ..............................................      (16,226,093)       (6,392,546)
     Proceeds from sale of loan receivable ..............................        1,549,365              --
     Purchases of bank premises and equipment ...........................          (65,929)         (314,886)
                                                                              ------------      ------------
         Net cash used in investing activities ..........................      (47,556,702)      (10,749,001)
                                                                              ------------      ------------
Cash Flows from Financing Activities
     Net increase in demand, savings and money market deposits ..........       21,228,748        22,136,171
     Net increase (decrease) in time certificates of deposits ...........        2,935,011       (22,806,276)
     Increase in FHLB borrowings ........................................        4,000,000              --
     Increase in securities sold under agreements to repurchase .........        5,700,000              --
     Principal payments on capital lease obligation .....................          (89,638)          (78,082)
     Decrease in collateralized borrowings ..............................         (100,000)             --
     Dividends paid on common stock .....................................         (156,034)          (48,004)
     Proceeds from issuance of common stock .............................             --               1,179
                                                                              ------------      ------------
         Net cash provided by (used in) financing activities ............       33,518,087          (795,012)
                                                                              ------------      ------------
         Net decrease in cash and cash equivalents ......................      (12,462,618)       (9,897,698)
</TABLE>


                                       6
<PAGE>


<TABLE>
PATRIOT NATIONAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(Unaudited)

<CAPTION>
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                              2002            2001
                                                                           ---------------------------

<S>                                                                         <C>             <C>
Cash and cash equivalents
     Beginning .......................................................      27,032,811      33,065,071
                                                                           -----------     -----------
     Ending ..........................................................     $14,570,193     $23,167,373
                                                                           ===========     ===========

Supplemental Disclosures of Cash Flow Information
     Cash paid for:
         Interest ....................................................     $ 3,563,632     $ 5,307,395
                                                                           ===========     ===========
         Income Taxes ................................................     $   554,360     $   732,748
                                                                           ===========     ===========

Supplemental disclosure of noncash investing and financing activities:
     Transfer of held to maturity securities to
         available for sale securities ...............................     $      --       $11,796,300
                                                                           ===========     ===========

     Unrealized holding gain on available for sale
         securities arising during the period ........................     $   311,028     $   604,938
                                                                           ===========     ===========

     Dividends declared on common stock ..............................     $    60,013     $    48,010
                                                                           ===========     ===========
</TABLE>




See accompanying notes to consolidated financial statements.


                                       7
<PAGE>


Notes to Consolidated Financial Statements

(1)    The Consolidated Balance Sheet at December 31, 2001 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 accounting  principles  generally  accepted in the
       United States of America for complete financial statements.

(2)    The accompanying  unaudited  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 accounting  principles  generally  accepted in the United
       States  of  America  have been  omitted.  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
       year ended December 31, 2001.

       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 and nine months ended  September 30,
       2002 are not necessarily indicative of the results of operations that may
       be expected for all of 2002.

(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 three and nine months
       ended September 30, 2002 and 2001.

Quarter ended September 30, 2002
                                              Net Income     Shares       Amount
                                              ----------------------------------
Basic Income Per Share
  Income available to common shareholders     $ 337,666     2,400,525     $ 0.14
Effect of Dilutive Securities
  Warrants/Stock Options outstanding ....          --          25,152        --
                                              ----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions ..............     $ 337,666     2,425,677     $ 0.14
                                              ==================================


                                       8
<PAGE>


Quarter ended September 30, 2001
                                              Net Income     Shares       Amount
                                              ----------------------------------
Basic Income Per Share
  Income available to common shareholders     $ 171,213     2,400,525     $ 0.07
Effect of Dilutive Securities
  Warrants/Stock Options outstanding ....          --          25,970        --
                                              ----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions ..............     $ 171,213     2,426,495     $ 0.07
                                              ==================================

Nine months ended September 30, 2002
                                              Net Income     Shares       Amount
                                              ----------------------------------
Basic Income Per Share
  Income available to common shareholders     $ 824,166     2,400,525     $ 0.34
Effect of Dilutive Securities
  Warrants/Stock Options outstanding ....          --          25,127        --
                                              ----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions ..............     $ 824,166     2,425,652     $ 0.34
                                              ==================================

Nine months ended September 30, 2001
                                              Net Income     Shares       Amount
                                              ----------------------------------
Basic Income Per Share
  Income available to common shareholders     $ 686,935     2,400,476     $ 0.29
Effect of Dilutive Securities
  Warrants/Stock Options outstanding ....          --          26,731        --
                                              ----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions ..............     $ 686,935     2,427,207     $ 0.28
                                              ==================================


(4)    Bancorp has two reportable segments, the commercial bank and the mortgage
       broker.  The  commercial  bank  provides its  commercial  customers  with
       products  such as commercial  mortgage and  construction  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.  The commercial bank's revenues 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
       originates loans for sale. Revenues are generated from loan brokerage and
       application  processing fees received from permanent  investors and gains
       and origination fees from loans sold.


                                       9
<PAGE>


       Information  about  reportable  segments  and a  reconciliation  of  such
       information to the  consolidated  financial  statements for the three and
       nine  months  ended  September  30,  2002  and  2001  is as  follows  (in
       thousands):

       Quarter ended September 30, 2002

                                                  Mortgage    Consolidated
                                       Bank       Broker         Totals
                                     -------------------------------------

       Net interest income .....     $  2,103     $   --       $  2,103
       Non-interest income .....           69        1,032        1,101
       Non-interest expense ....        1,779          797        2,576
       Provision for loan losses           84         --             84
       Income before taxes .....          310          235          545
       Assets ..................      236,473        1,026      237,499


       Quarter ended September 30, 2001

                                                   Mortgage   Consolidated
                                       Bank        Broker        Totals
                                     -------------------------------------
       Net interest income .....     $  1,718     $   --       $  1,718
       Non-interest income .....           60          844          904
       Non-interest expense ....        1,594          677        2,271
       Provision for loan losses           78         --             78
       Income before taxes .....          106          167          273
       Assets ..................      197,159        1,061      198,220


       Nine months ended September 30, 2002

                                                   Mortgage   Consolidated
                                       Bank        Broker        Totals
                                     -------------------------------------
       Net interest income .....     $  5,679     $   --       $  5,679
       Non-interest income .....          426        2,652        3,078
       Non-interest expense ....        5,143        2,067        7,210
       Provision for loan losses          242         --            242
       Income before taxes .....          720          585        1,305
       Assets ..................      236,473        1,026      237,499


       Nine months ended September 30, 2001

                                                   Mortgage   Consolidated
                                       Bank        Broker        Totals
                                     -------------------------------------

       Net interest income .....     $  5,212     $   --       $  5,212
       Non-interest income .....           71        2,403        2,474
       Non-interest expense ....        4,515        1,888        6,403
       Provision for loan losses          180         --            180
       Income before taxes .....          588          515        1,103
       Assets ..................      197,159        1,061      198,220

(5)    Certain  2001  amounts  have been  reclassified  to conform with the 2002
       presentation. Such reclassifications had no effect on net income.


                                       10
<PAGE>


(6)    In June 2001, the Financial  Accounting  Standards  Board issued SFAS No.
       142  "Goodwill  and  Other  Intangible  Assets."  SFAS No.  142 no longer
       permits the  amortization  of goodwill  and  indefinite-lived  intangible
       assets.  Instead,  these  assets  must  be  reviewed  annually  (or  more
       frequently under prescribed conditions) for impairment in accordance with
       this  statement.  This  impairment test uses a fair value approach rather
       than the undiscounted cash flows approach previously required by SFAS No.
       121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
       Long-Lived Assets to Be Disposed Of." The goodwill  impairment test under
       SFAS No. 142  requires a two-step  approach,  which is  performed  at the
       reporting  unit level,  as defined in SFAS No. 142.  Step one  identifies
       potential  impairments  by comparing the fair value of the reporting unit
       to its carrying  amount.  Step two, which is only performed if there is a
       potential  impairment,  compares  the  carrying  amount of the  reporting
       unit's  goodwill to its implied value, as defined in SFAS No. 142. If the
       carrying  amount of the  reporting  unit's  goodwill  exceeds the implied
       value of that  goodwill,  an  impairment  loss is recognized in an amount
       equal to that excess.

       Bancorp adopted the provisions of SFAS No. 142 effective  January 1, 2002
       and, as a result,  goodwill is no longer amortized,  and is evaluated for
       impairment  under  SFAS No.  142.  Based on  Bancorp's  initial  goodwill
       impairment  test, no impairment  losses have been  recognized  related to
       goodwill  upon the  adoption of SFAS No. 142.  Bancorp  will  perform the
       required  annual  impairment  reviews as of  October 31 of each year.  In
       addition, the following represents the effect of adopting SFAS No. 142 on
       Bancorp's net income and earnings per share for all periods presented.

<TABLE>
<CAPTION>
                                    Three Months Ended               Nine Months Ended
                                       September 30,                   September 30,
                                   2002            2001            2002            2001
                               ---------------------------     ---------------------------
<S>                            <C>             <C>             <C>             <C>
Reported net income ......     $   337,666     $   171,213     $   824,166     $   686,935
Add goodwill amortization             --            31,003            --            92,933
                               -----------     -----------     -----------     -----------
Adjusted net income ......     $   337,666     $   202,216     $   824,166     $   779,868
                               ===========     ===========     ===========     ===========

Basic earnings per share
  Reported net income ....     $      0.14     $      0.07     $      0.34     $      0.29
  Goodwill amortization ..             --             0.01             --             0.04
                               -----------     -----------     -----------     -----------
  Adjusted net income ....     $      0.14     $      0.08     $      0.34     $      0.33
                               ===========     ===========     ===========     ===========

Diluted earnings per share
  Reported net income ....     $      0.14     $      0.07     $      0.34     $      0.28
  Goodwill amortization ..             --             0.01             --             0.04
                               -----------     -----------     -----------     -----------
   Adjusted net income ...     $      0.14     $      0.08     $      0.34     $      0.32
                               ===========     ===========     ===========     ===========
</TABLE>

                                       11
<PAGE>




(7)      Other  comprehensive  income which is comprised solely of the change in
         unrealized  gains and losses on  available  for sale  securities  is as
         follows:


<TABLE>
<CAPTION>
                                                   Three Months Ended                          Nine Months Ended
                                                   September 30, 2002                          September 30, 2002
                                        Before Tax       Tax          Net of Tax     Before Tax       Tax         Net of Tax
                                          Amount        Effect          Amount         Amount        Effect         Amount
                                        ------------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>            <C>           <C>            <C>
Unrealized holding gain
arising during the period .........     $ 176,422      $ (67,040)     $ 109,382      $ 285,295     $ (99,484)     $ 185,811

Reclassification adjustment for
(losses) gains recognized in income        (5,542)         2,106         (3,436)        25,733        (8,973)        16,760
                                        ------------------------------------------------------------------------------------

Unrealized holding gain on
available for sale securities,
net of taxes ......................     $ 170,880      $ (64,934)     $ 105,946      $ 311,028     $(108,457)     $ 202,571
                                        ===================================================================================


<CAPTION>
                                                   Three Months Ended                          Nine Months Ended
                                                   September 30, 2001                          September 30, 2001
                                        Before Tax       Tax          Net of Tax     Before Tax       Tax         Net of Tax
                                          Amount        Effect          Amount         Amount        Effect         Amount
                                        ------------------------------------------------------------------------------------
Unrealized holding gain
<S>                                     <C>            <C>            <C>            <C>           <C>            <C>
arising during the period .........     $ 452,728      $(182,313)     $ 270,415      $ 333,112     $(134,109)     $ 199,003

Adjustment for unrealized
losses of held to maturity
securities transferred to
available for sale securities .....          --             --             --          154,147       (62,075)        92,072

Reclassification adjustment for
losses recognized in income .......          --             --             --          117,679       (47,389)        70,290
                                        ------------------------------------------------------------------------------------

Unrealized holding gain on
available for sale securities,
net of taxes ......................     $ 452,728      $(182,313)     $ 270,415      $ 604,938     $(243,573)     $ 361,365
                                        ===================================================================================
</TABLE>


(8)    During the nine months  ended  September  30, 2002 the Bank  entered into
       borrowing transactions with the following existing terms:

                                    Amount            Rate         Maturity
                                    ------            ----         --------

       Securities sold under agreements to repurchase:

                                  $2,900,000          1.84%       11/21/2002
                                  $2,800,000          2.69%       05/23/2003

       Federal Home Loan Bank Advances:

                                  $2,000,000          4.48%       05/13/2005
                                  $2,000,000          5.11%       05/14/2007


                                       12
<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
two fiscal years.

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

SUMMARY

Bancorp  had net  income of  $338,000  ($0.14  basic  income per share and $0.14
diluted income per share) for the quarter ended September 30, 2002,  compared to
net income of $171,000  ($0.07 basic income per share and $0.07  diluted  income
per share) for the quarter ended  September 30, 2001. For the nine-month  period
ended  September  30, 2002,  net income was $824,000 as compared to $687,000 for
the same period last year.

Total assets increased $34.9 million from $202.6 million at December 31, 2001 to
$237.5 million at September 30, 2002. Cash and cash equivalents  decreased $12.4
million to $14.6  million at September  30, 2002 from $27.0  million at December
31, 2001. The available for sale securities portfolio increased $33.1 million to
$67.8 million at September 30, 2002 from $34.7 million at December 31, 2001. The
net loan portfolio  increased  $14.5 million from $135.7 million at December 31,
2001 to $150.2 million at September 30, 2002.  Deposits  increased $24.1 million
to $207.4  million at  September  30, 2002 from $183.3  million at December  31,
2001.  Total  shareholders'  equity  increased  $900,000  to  $18.3  million  at
September 30, 2002 from $17.4 million at December 31, 2001.

FINANCIAL CONDITION

Assets
------

Bancorp's  total assets  increased $34.9 million from $202.6 million at December
31, 2001 to $237.5  million at  September  30, 2002.  Cash and cash  equivalents
decreased  $12.4 million to $14.6  million at September  30, 2002.  Cash and due
from banks decreased $1.1 million, federal funds sold decreased $8.7 million and
short term investments  decreased $2.6 million. This net decrease along with the
increase in deposits and  borrowings  funded the increases in available for sale
securities and loans.  Available for sale  securities  increased  $33.1 million;
$9.7 million of this increase  represents an interest rate  leveraging  strategy
which was funded by Federal Home Loan Bank  borrowings and securities sold under
agreements to repurchase.

                                       13
<PAGE>


Loans
-----

Bancorp's net loan  portfolio  increased  $14.5  million from $135.7  million at
December  31,  2001 to $150.2  million  at  September  30,  2002.  Increases  in
residential real estate loans of $12.0 million,  commercial real estate loans of
$4.3  million,  construction  loans of $1.7 million and  consumer  loans of $0.6
million were partially  offset by decreases in commercial  loans of $2.9 million
and home equity loans of $1.2 million.  At September  30, 2002,  the net loan to
deposit  ratio was 72.4% and the net loan to total  assets  ratio was 63.2%.  At
December 31, 2001,  the net loan to deposit  ratio was 74.0% and the net loan to
total  assets  ratio  was  67.0%.  Based on loan  applications  in  process  and
Bancorp's hiring of additional loan officers, management anticipates strong loan
growth during the last quarter of 2002.

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 other relevant factors.

Based upon this evaluation, management believes the allowance for loan losses of
$2.1  million at  September  30,  2002,  which  represents  1.41% of gross loans
outstanding, is adequate, under prevailing economic conditions, to absorb losses
on existing  loans which may become  uncollectible.  At December 31,  2001,  the
allowance for loan losses was $1.9 million or 1.38% of gross loans outstanding.

Analysis of Allowance for Loan Losses
                                                      September 30,
(Thousands of dollars)                            2002            2001
------------------------------------------------------------------------------
Balance at beginning of period                   $1,894          $1,645
                                            ----------------------------------
Charge-offs                                           0              (2)
Recoveries                                           10               1
                                            ----------------------------------
Net recoveries (charge-offs)                         10              (1)
                                            ----------------------------------
Provision charged to operations                     242             180
                                            ----------------------------------
Balance at end of period                         $2,146          $1,824
                                            ==================================
Ratio of net recoveries (charge-offs)
         during the period to average loans
         outstanding during the period.           0.01%           0.00%
                                            ==================================


                                       14
<PAGE>



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

The following table presents non-accruing and past due loans:

                                               September 30,   December 31,
         (Thousands of dollars)                    2002           2001
         ---------------------------------------------------------------------
         Loans delinquent over 90
                  days still accruing            $  109          $1,300
         Non-accruing loans                         337           1,654
                                            ----------------------------------

         Total                                   $  446          $2,954
                                            ==================================

         % of Total Loans                         0.29%           2.14%
         % of Total Assets                        0.19%           1.46%

The  decrease  in  loans  delinquent  over 90 days  and  still  accruing  is due
primarily to the renewal,  extension or payoff of the loans so  classified.  The
decrease in non-accruing loans is due to the sale of a $1.3 million  residential
real estate loan for which the Bank  realized a gain of $249,000  and the payoff
of another loan in the amount of $204,000 for which the Bank  recovered  $22,000
in delinquent interest.

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

At  September  30 2002,  Bancorp had no loans other than those  disclosed in the
table 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  increased $24.1 million from $183.3 million at December 31, 2001
to $207.4 million at September 30, 2002.  Noninterest bearing deposits increased
$1.1 million due to higher levels of both commercial and personal demand deposit
accounts.  Interest bearing deposits increased $23.0 million.  Money market fund
accounts and  certificates of deposit  increased $46.7 million and $2.9 million,
respectively.  The increase in money market fund deposits is due to  competitive
pricing as well as to an inflow of funds from the stock market and mutual funds;
some of this increase was funded by funds shifted from  certificates  of deposit
due to the uncertainty in interest rates. Super NOW accounts, formerly priced at
a premium rate, decreased $22.0 million;  volatile lawyer trust deposit accounts
decreased  $1.6 million and savings  accounts  decreased  $3.0 million;  some of
these decreases were transfers that resulted in the increase in the money market
fund product.


                                       15
<PAGE>


RESULTS OF OPERATIONS

Interest and dividend income and expense
----------------------------------------

Bancorp's interest and dividend income increased $15,000 or 0.5% for the quarter
ended  September 30, 2002 as compared to the same period in 2001.  This increase
is due to the growth in interest  earning  assets which was largely  offset by a
lower interest rate  environment.  For the nine months ended September 30, 2002,
interest and dividend  income was $9.2  million  which  represents a decrease of
$1.3 million  compared to interest and dividend  income of $10.5 million for the
same period last year.  Although  interest  earning assets  increased,  interest
income  decreased for the nine months ended  September 30, 2002 due to the lower
interest rate  environment  in 2002 as compared to 2001 when interest rates were
declining.

Bancorp's  interest  expense  decreased  23.0% or $370,000 for the quarter ended
September 30, 2002  compared to the same period in 2001.  Despite an increase in
interest bearing  liabilities,  interest expense decreased due to the expiration
of premium priced deposit accounts and a lower interest rate  environment  cited
earlier.  For the  nine  months  ended  September  30,  2002,  interest  expense
decreased  $1.8 million or 33.3% to $3.5 million as compared to $5.3 million for
the nine months ended  September 30, 2001. The decrease in interest  expense for
the nine months ended  September 30, 2002 is also due to the lower interest rate
environment  despite the increase in interest bearing  liabilities.  Included in
interest  expense  for the three and nine  months  ended  September  30, 2002 is
$83,000 and $123,000  respectively,  due to FHLB  Advances and  securities  sold
under  agreements  to  repurchase  transactions  entered  into during the second
quarter of 2002.

Non-interest income
-------------------

Non-interest  income increased 21.8% or $197,000 to $1.1 million for the quarter
ended September 30, 2002 as compared to $904,000 for the comparable  period last
year.  The  continued  favorable  interest  rate  environment  for borrowers has
resulted in the maintenance of historical  high mortgage  brokerage and referral
fees.  Mortgage  brokerage  and  referral  fees  increased  22.5% or $155,000 to
$846,000 for the quarter  ended  September  30, 2002 as compared to $691,000 for
the same period last year.  Loan  processing  fees increased 29.0% or $33,000 to
$148,000 for the quarter  ended  September 30, 2002 compared to $115,000 for the
same  period in 2001.  Increases  in deposit  accounts  and  transaction  volume
resulted  in an  increase  in fees and  service  charges  of $24,000 or 38.0% to
$85,000 for the quarter  ended  September  30, 2002  compared to $61,000 for the
same period last year.

For the nine months ended  September  30, 2002,  non-interest  income  increased
$604,000  or 24.4% to $3.1  million as  compared  to $2.5  million  for the same
period last year.


                                       16
<PAGE>


Mortgage  broker and referral fees  increased  $258,000 or 13.4% to $2.2 million
for the nine months  ended  September  30,  2002 from $1.9  million for the nine
months ended  September  30, 2001 due to the continued  favorable  interest rate
environment for borrowers.  Included in non-interest  income for the nine months
ended  September 30, 2002 is a gain of $249,000 from the sale of a nonperforming
loan. Fees and service charges increased 21.8%, or $40,000,  to $228,000 for the
nine months ended  September  30, 2002,  from $188,000 for the nine months ended
September  30,  2001;  this  increase is the result of  increases in account and
transaction  volumes.  Included in non-interest income for the nine months ended
September 30, 2001 was a charge of $118,000  representing a write down provision
made for the permanent impairment of a debt security.

Non-interest expenses
---------------------

Non-interest  expenses  increased  13.4% or  $305,000  to $2.6  million  for the
quarter  ended  September  30,  2002 from $2.3  million  for the  quarter  ended
September 30, 2001.  Salaries and benefits expense increased 21.4%, or $297,000,
to $1.7 million for the quarter  ended  September 30, 2002 from $1.4 million for
the  quarter  ended  September  30,  2001,  due  primarily  to higher  levels of
commissions and production related incentive compensation accruals.  Advertising
and promotional  expenses increased 29.8% or $24,000 to $104,000 for the quarter
ended September 30, 2002 from $80,000 for the comparable period last year due to
an increased level of promotional  campaigns.  Directors' fees increased  $9,000
from $14,000 for the quarter ended September 30, 2001 to $23,000 for the quarter
ended September 30, 2002 due to per meeting fee increases and an increase in the
number of committee  meetings.  Other operating  expenses  decreased  $28,000 or
11.5% to $210,000 for the quarter ended September 30, 2002 from $238,000 for the
quarter  ended  September  30,  2001;  $31,000  of this  decrease  is due to the
cessation of the amortization of goodwill as required by SFAS No. 142.

For the nine months ended September 30, 2002,  non-interest  expenses  increased
$807,000  or 12.6% to $7.2  million  from $6.4  million for the same period last
year for similar  reasons  previously  cited.  Salaries and  benefits  increased
$758,000 or 19.7% to $4.6 million for the nine months ended  September  30, 2002
from $3.8 million for the same period last year;  this increase is due to higher
levels of production related incentive compensation accruals, staffing additions
made  during the second  half of 2001 for the  Norwalk  Office and  compensation
adjustments  made during the fourth  quarter of 2001.  Occupancy  and  equipment
expense,  net increased  $59,000 to $750,000 for the nine months ended September
30, 2002 from $691,000 for the same period last year;  this increase is a result
of increases in depreciation of leasehold  improvements as well as furniture and
equipment due primarily to the Norwalk  Office which opened in August 2001 and a
payment  for a lease  buyout  for the  Hauppauge  location  which  relocated  to
Melville. Directors' fees increased $53,000 to $98,000 for the nine months ended
September  30,  2002  from  $45,000  for  the  same  period  last  year  due  to
compensation  payments made to directors upon the attainment of certain years of
service and not standing


                                       17
<PAGE>


for  reelection,  per  meeting  fee  increase  and an  increase in the number of
committee  meetings.  Increased  levels of  promotional  campaigns  for the nine
months ended  September  30, 2002 resulted in an increase of $53,000 to $260,000
in  advertising  and  promotional  expenses as compared to $207,000 for the same
period last year. Other operating  expenses  decreased  $139,000 to $580,000 for
the nine months  ended  September  30, 2002 as compared to $719,000 for the same
period last year.  Included in the  decrease  in other  non-interest  expense is
$93,000 due to the cessation of the amortization of goodwill as required by SFAS
No. 142.

Bancorp has  received  regulatory  approval to establish  an  additional  branch
location  which will result in  additional  capital  expenditures  as well as an
increase  in  salaries  and  benefits  and  occupancy  and  equipment  expenses.
Management  anticipates that the new branch will open early in 2003.  Management
has filed applications for two additional branch locations.

Income Taxes
------------

Bancorp  recorded income tax expense of $207,000 for the quarter ended September
30, 2002 as compared to $102,000 for the quarter ended  September 30, 2001.  For
the nine months ended  September  30,  2002,  income tax expense was $481,000 as
compared to $417,000  for the same period last year.  These  changes are related
primarily  to the changes in pre-tax  income.  The  effective  tax rates for the
quarters  ended  September 30, 2002 and September 30, 2001 were 38.0% and 37.4%,
respectively;  the effective  tax rates for the nine months ended  September 30,
2002 and September 30, 2001 were 36.8% and 37.7%, respectively.

LIQUIDITY

Bancorp's  liquidity  ratio was 34.7% and 30.6% at September  30, 2002 and 2001,
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  and available for
sale  securities.  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 loan demand, potential fluctuations in
deposit  accounts,  the costs related to opening new branch  offices and to meet
other anticipated cash requirements.


                                       18
<PAGE>


CAPITAL

The  following  table  illustrates  the  Bank's  regulatory  capital  ratios  at
September 30, 2002 and December 31, 2001 respectively:

                                     September 30, 2002    December 31, 2001
                                     ------------------    -----------------

Leverage Capital .............              7.27%                 8.11%
Tier 1 Risk-based Capital.....              9.81%                 9.57%
Total Risk-based Capital .....             11.06%                10.69%

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,  the Bank is considered to be "well  capitalized" at September 30,
2002 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%. Bancorp is also considered to be "well  capitalized"  under the
regulatory framework specified by the Federal Reserve Bank. Bancorp's actual and
required ratios are not substantially different from those shown above.

IMPACT OF INFLATION AND CHANGING PRICES

Bancorp's  consolidated  financial  statements  have been  prepared  in terms of
historical dollars, without considering changes in the 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  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.

"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

                                       19
<PAGE>


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 effects 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 future filings
with the SEC.

Item 3.   Controls and Procedures

Based on an evaluation of Bancorp's disclosure controls and procedures performed
by Bancorp's Chief Executive  Officer and its Chief Financial  Officer within 90
days of the filing of this report,  Bancorp's Chief Executive  Officer and Chief
Financial  Officer concluded that Bancorp's  disclosure  controls and procedures
have been effective.

As used herein,  "disclosure  controls and procedures"  means controls and other
procedures of Bancorp that are designed to ensure that  information  required to
be  disclosed  by Bancorp  in the  reports  that it files or  submits  under the
Securities Exchange Act is recorded,  processed,  summarized and reported within
the time periods  specified in the rules and forms issued by the  Securities and
Exchange  Commission.   Disclosure  controls  and  procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  by Bancorp in the reports  that it files or submits  under the
Securities Exchange Act is accumulated and communicated to Bancorp's management,
including  its  principal  executive  officer  or  officers  and  its  principal
financial  officer or officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.

Since the date of the  evaluation  described  above,  there were no  significant
changes  in  Bancorp's   internal  controls  or  in  other  factors  that  could
significantly  affect these controls,  and there were no corrective actions with
regard to significant deficiencies and material weaknesses.

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

Item 6.     Exhibits and Reports on Form 8-K

     (a)    No.    Description


            99     Certification   of  Chief   Executive   Officer   and   Chief
                   Financial   Officer  Pursuant  to 18 U.S.C.  Section 1350, as
                   Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
                   2002.

      (b)   The  issuer filed no reports on Form 8-K during the third quarter of
            2002.


                                       20
<PAGE>


                                   SIGNATURES

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

                                         PATRIOT NATIONAL BANCORP, INC.
                                         (Registrant)


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

                                             (On behalf of the registrant and
                                             as chief financial officer)

November 14, 2002


                                       21
<PAGE>


                                  CERTIFCATION
                           BY CHIEF EXECUTIVE OFFICER
                             PURSUANT TO RULE 13a-14

I, Angelo De Caro, certify that:

1.  I have reviewed  this  quarterly  report on Form 10-QSB of Patriot  National
Bancorp, Inc;

2.  Based on my knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    (a) designed  such  disclosure  controls  and   procedures   to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiary,  is made known to us by others within those  entities,  particularly
during the period in which this quarterly report is being prepared;

    (b) evaluated the effectiveness of  the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

    (c)  presented   in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the Audit Committee of
the  registrant's  Board of  Directors  (or persons  performing  the  equivalent
functions):

    (a)  all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and


                                       22
<PAGE>


    (b)  any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were any significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                           /s/ Angelo De Caro
                                           ------------------
                                           Angelo De Caro,
                                           Chairman and Chief Executive Officer
                                           (Principal executive officer)


November 14, 2002


                                       23
<PAGE>


                                  CERTIFCATION
                           BY CHIEF FINANCIAL OFFICER
                             PURSUANT TO RULE 13a-14

I, Robert F. O'Connell, certify that:

1.  I have reviewed  this  quarterly  report on Form 10-QSB of Patriot  National
Bancorp, Inc;

2.  Based on my knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    (a)  designed   such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiary,  is made known to us by others within those  entities,  particularly
during the period in which this quarterly report is being prepared;

    (b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

    (c)  presented   in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the Audit Committee of
the  registrant's  Board of  Directors  (or persons  performing  the  equivalent
functions):

    (a)  all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and


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    (b)  any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were any significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                            /s/ Robert F. O'Connell
                                           ------------------------
                                           Robert F. O'Connell,
                                           Senior Executive Vice President
                                           (Principal financial officer)


November 14, 2002





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<PAGE>


                                 EXHIBIT INDEX


            No.    Description


            99     Certification   of  Chief   Executive   Officer   and   Chief
                   Financial   Officer  Pursuant  to 18 U.S.C.  Section 1350, as
                   Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
                   2002.