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, 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 April 30, 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                                              12

Part II       OTHER INFORMATION
-------

Item 6.       Exhibits and reports on Form 8-K                               17






                                       2


<PAGE>

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


Item 1.  Consolidated Financial Statements

<TABLE>
PATRIOT NATIONAL BANCORP, INC
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                            March 31,     December 31,
                                                                                 2002             2001
                                                                         ------------     ------------
                                                                          (Unaudited)
<S>                                                                      <C>              <C>
ASSETS
Cash and due from banks ............................................     $  6,850,731     $  7,544,242
Federal funds sold .................................................       23,000,000       12,700,000
Short term investments .............................................        5,020,472        6,788,569
                                                                         ------------     ------------
     Cash and cash equivalents .....................................       34,871,203       27,032,811

Available for sale securities (at fair value) ......................       31,708,530       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 $1,978,454;
     2001 $1,894,454) ..............................................      131,045,296      135,680,036
Accrued interest receivable ........................................          975,052        1,079,450
Premises and equipment, net ........................................        1,034,838        1,102,428
Deferred tax asset, net ............................................          765,077          662,296
Goodwill ...........................................................          930,091          930,091
Other assets .......................................................          499,633          265,465
                                                                         ------------     ------------
         Total assets ..............................................     $202,932,070     $202,569,457
                                                                         ============     ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Deposits:
         Noninterest bearing deposits ..............................     $ 17,290,387     $ 16,961,636
         Interest bearing deposits .................................      164,538,278      166,302,303
                                                                         ------------     ------------
              Total deposits .......................................      181,828,665      183,263,939
     Federal Home Loan Bank Borrowings .............................        1,965,000             --
     Capital lease obligation ......................................          335,965          364,836
     Collateralized borrowings .....................................          424,444          474,444
     Accrued expenses and other liabilities ........................          973,655        1,060,222
                                                                         ------------     ------------
              Total liabilities ....................................      185,527,729      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 .............................................        1,014,974          864,202
     Accumulated other comprehensive income - net unrealized
         gain on available for sale securities, net of tax .........          103,668          256,115
                                                                         ------------     ------------
              Total shareholders' equity ...........................       17,404,341       17,406,016
                                                                         ------------     ------------
              Total liabilities and shareholders' equity ...........     $202,932,070     $202,569,457
                                                                         ============     ============


See accompanying notes to consolidated financial statements.
</TABLE>

                                       3

<PAGE>


<TABLE>
PATRIOT NATIONAL BANCORP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
                                                                 Three Months     Three Months
                                                                     Ended            Ended
                                                                March 31, 2002   March 31, 2001
                                                                --------------   --------------
<S>                                                              <C>              <C>
Interest and Dividend Income
     Interest and fees on loans ............................     $ 2,385,004      $ 2,914,090
     Interest and dividends on investment securities .......         505,614          544,361
     Interest on federal funds sold ........................          41,687          282,838
                                                                 -----------      -----------
         Total interest and dividend income ................       2,932,305        3,741,289
                                                                 -----------      -----------
Interest Expense
     Interest on deposits ..................................       1,147,354        1,967,061
     Interest on capital lease obligation ..................          12,129           15,794
     Interest on collateralized borrowings .................           5,920           11,114
     Interest on other borrowings ..........................             352             --
                                                                 -----------      -----------
         Total interest expense ............................       1,165,755        1,993,969
                                                                 -----------      -----------
         Net interest income ...............................       1,766,550        1,747,320
Provision for Loan Losses ..................................          74,000           43,500
                                                                 -----------      -----------
         Net interest income after provision for loan losses       1,692,550        1,703,820
                                                                 -----------      -----------
Non-Interest Income
     Mortgage brokerage referral fees ......................         656,042          461,330
     Loan processing fees ..................................         124,798          137,769
     Fees and service charges ..............................          72,845           64,458
     Gains and origination fees from loans sold ............            --             15,634
     Loss on sale of investment securities .................         (31,275)            --
     Other income ..........................................          21,406           18,320
                                                                 -----------      -----------
         Total non-interest income .........................         843,816          697,511
                                                                 -----------      -----------
Non-Interest Expenses
     Salaries and benefits .................................       1,408,351        1,105,427
     Occupancy and equipment expense, net ..................         262,069          216,419
     Data processing and other outside services ............         170,532          127,749
     Professional services .................................          70,838           95,321
     Advertising and promotional expenses ..................          56,996           56,726
     Forms, printing and supplies ..........................          36,902           38,875
     Regulatory assessments ................................          24,324           23,698
     Directors' fees and expenses ..........................          24,200           13,900
     Other non-interest expenses ...........................         172,371          221,833
                                                                 -----------      -----------
         Total non-interest expenses .......................       2,226,583        1,899,948
                                                                 -----------      -----------
         Income before income taxes ........................         309,783          501,383
Provision for Income Taxes .................................         111,000          193,806
                                                                 -----------      -----------
         Net income ........................................     $   198,783      $   307,577
                                                                 ===========      ===========
         Basic income per share ............................     $      0.08      $      0.13
                                                                 ===========      ===========
         Diluted income per share ..........................     $      0.08      $      0.13
                                                                 ===========      ===========
         Dividends per share ...............................     $      0.02      $      --
                                                                 ===========      ===========

See accompanying notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>


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

                                                      Three Months     Three Months
                                                         Ended             Ended
                                                     March 31, 2002    March 31, 2001
                                                     --------------    --------------

<S>                                                    <C>              <C>
Net income: ....................................       $ 198,783        $ 307,577

Unrealized holding (losses) gains on securities:
  Unrealized holding (losses) gains arising
    during the period, net of taxes ............        (152,447)         128,453
                                                       ---------        ---------


    Comprehensive income .......................       $  46,336        $ 436,030
                                                       =========        =========












See accompanying notes to consolidated financial statements.
</TABLE>

                                       5
<PAGE>


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

                                                                                     Three Months Ended
                                                                                          March 31,
                                                                                   2002              2001
                                                                               ------------------------------
<S>                                                                            <C>               <C>
Cash Flows from Operating Activities
     Net income ..........................................................     $    198,783      $    307,577
     Adjustments to reconcile net income to net cash
     provided by operating activities:
     Amortization and accretion of investment premiums and discounts, net           (15,529)           (2,667)
     Originations of loans held for sale .................................         (208,000)       (8,503,125)
     Proceeds from sales of loans held for sale ..........................          208,000         8,503,125
     Provision for loan losses ...........................................           74,000            43,500
     Loss on sale of investment securities ...............................           31,275              --
     Depreciation and amortization .......................................          106,611           106,626
     Changes in assets and liabilities:
         (Decrease) increase in deferred loan fees .......................           (2,026)           25,634
         Decrease (increase) in accrued interest receivable ..............          104,398           (16,223)
         Increase in other assets ........................................         (234,167)          (46,494)
         (Decrease) increase in accrued expenses and other liabilities ...          (86,568)          201,710
                                                                               ------------      ------------
         Net cash provided by operating activities .......................          176,777           619,663
                                                                               ------------      ------------
Cash Flows from Investing Activities
     Purchases of available for sale securities ..........................      (10,059,531)       (5,027,622)
     Proceeds from sales of available for sale securities ................       10,369,844              --
     Principal repayments on available for sale securities ...............        1,428,113           743,174
     Proceeds from maturities of available for sale securities ...........        1,000,000           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 decrease (increase) in loans ....................................        4,562,766        (2,185,895)
     Purchases of bank premises and equipment ............................          (39,021)          (14,837)
                                                                               ------------      ------------
         Net cash provided by (used in) investing activities .............        7,258,771        (5,516,040)
                                                                               ------------      ------------
Cash Flows from Financing Activities
     Net (decrease) increase in demand, savings and money market deposits        (2,057,291)        9,861,607
     Net increase (decrease) in time certificates of deposits ............          622,017       (19,066,844)
     Increase in FHLB borrowings .........................................        1,965,000              --
     Principal payments on capital lease obligation ......................          (28,871)          (25,208)
     Decrease in collateralized borrowings ...............................          (50,000)             --
     Dividends paid on common stock ......................................          (48,011)             --
                                                                               ------------      ------------
         Net cash provided by (used in) financing activities .............          402,844        (9,230,445)
                                                                               ------------      ------------
         Net increase (decrease) in cash and cash equivalents ............        7,838,392       (14,126,822)
Cash and cash equivalents
     Beginning ...........................................................       27,032,811        33,065,071
                                                                               ------------      ------------
     Ending ..............................................................     $ 34,871,203      $ 18,938,249
                                                                               ============      ============

</TABLE>

                                       6
<PAGE>


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

<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                                  2002             2001
                                                              -----------------------------
<S>                                                           <C>              <C>
Supplemental Disclosures of Cash Flow Information
     Cash paid for:
         Interest .......................................     $ 1,199,407      $ 1,978,069
                                                              ===========      ===========
         Income Taxes ...................................     $    52,995      $   181,737
                                                              ===========      ===========

     Unrealized holding (loss) gain on available for sale
         securities arising during the period ...........     $  (255,228)     $   214,996
                                                              ===========      ===========


     Dividends declared on common stock .................     $    48,011      $      --
                                                              ===========      ===========



See accompanying notes to consolidated financial statements.
</TABLE>


                                       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 for the interim periods  presented.  The
       results of  operations  for the three months ended March 31, 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 quarters  ended March
       31, 2002 and 2001.

 Quarter ended March 31, 2002
                                             Net Income      Shares     Amount
                                             ---------------------------------
 Basic Income Per Share
   Income available to common shareholders   $  198,783    2,400,525    $  0.08
 Effect of Dilutive Securities
   Warrants/Stock Options outstanding              -          24,831        -
                                             ----------------------------------
 Diluted Income Per Share
   Income available to common shareholders
   plus assumed conversions                  $  198,783    2,425,356    $  0.08
                                             ==================================


                                       8

<PAGE>


Quarter ended March 31, 2002
                                             Net Income      Shares     Amount
                                             ---------------------------------
 Basic Income Per Share
   Income available to common shareholders   $  307,577    2,400,375    $  0.13
 Effect of Dilutive Securities
   Warrants/Stock Options outstanding              -          29,602        -
                                             ----------------------------------
 Diluted Income Per Share
   Income available to common shareholders
   plus assumed conversions                  $  307,577    2,429,977    $  0.13
                                             ==================================



(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.

       Information  about  reportable  segments,  and a  reconciliation  of such
       information  to the  consolidated  financial  statements for the quarters
       ended March 31, 2002 and 2001 is as follows (in thousands):

       Quarter ended March 31, 2002

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

        Net interest income .....     $  1,767     $   --       $  1,767
        Non-interest income .....           40          804          844
        Non-interest expense ....        1,590          637        2,227
        Provision for loan losses           74         --             74
        Income before taxes .....          143          167          310
        Assets ..................      201,956          976      202,932


                                       9
<PAGE>


        Quarter ended March 31, 2001

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

        Net interest income .....     $  1,747     $   --       $  1,747
        Non-interest income .....           85          612          697
        Non-interest expense ....        1,368          531        1,899
        Provision for loan losses           44         --             44
        Income before taxes .....          420           81          501
        Assets ..................      187,903        1,132      189,035


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

(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 for 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 will be evaluated
       for  impairment  under  SFAS  No.  142.  Bancorp  is in  the  process  of
       finalizing its initial  goodwill  impairment test, it is expected that no
       impairment loss will be recognized  related to goodwill upon the adoption
       of SFAS No. 142. 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.

                                          Three Months Ended March 31,
                                          ----------------------------
                                                2002           2001
                                            --------       --------
            Reported net income .....       $198,783       $307,577
            Add goodwill amortization           --           30,927
                                            --------       --------
            Adjusted net income .....       $198,783       $338,504
                                            ========       ========


                                       10
<PAGE>


                                           Three Months Ended March 31,
                                           ----------------------------
                                               2002             2001
                                           -----------      -----------

         Basic earnings per share
            Reported net income            $      0.08      $      0.13
            Goodwill amortization                    -             0.01
                                           -----------      -----------
            Adjusted net income            $      0.08      $      0.14
                                           ===========      ===========

         Diluted earnings per share
            Reported net income            $      0.08      $      0.13
            Goodwill amortization                    -             0.01
                                           -----------      -----------
            Adjusted net income            $      0.08      $      0.14
                                           ===========      ===========

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

                                                          2002
                                           -----------------------------------
                                           Before-Tax                Net-of-Tax
                                             Amount    Tax Expense     Amount
                                           -----------------------------------
Unrealized holding loss arising
   during the period .................     $(286,503)   $ 115,375    $(171,128)
Add reclassification adjustment
   for losses recognized in income ...        31,275      (12,594)      18,681
                                           -----------------------------------
Unrealized holding loss on available
    for sale securities, net of taxes      $(255,228)   $ 102,781    $(152,447)
                                           ===================================

                                                          2001
                                           -----------------------------------
                                           Before-Tax                Net-of-Tax
                                             Amount    Tax Expense     Amount
                                           -----------------------------------
Unrealized holding gains arising
     during the period ...............     $ 214,996    $ (86,543)   $ 128,453
Less reclassification adjustment
     for gains recognized in income ..          --           --           --
                                           ===================================
Unrealized holding gain on available
     for sale securities, net of taxes     $ 214,996    $ (86,543)   $ 128,453
                                           ===================================




                                       11

<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  $199,000  ($0.08  basic  income per share and $0.08
diluted income per share) for the quarter ended March 31, 2002,  compared to net
income of $308,000  ($0.13 basic income per share and $0.13  diluted  income per
share) for the quarter ended March 31, 2001.

Total  assets  increased  $363,000  from $202.6  million at December 31, 2001 to
$202.9  million at March 31, 2002. The available for sale  securities  portfolio
decreased  $3.0 million to $31.7 million at March 31, 2002 from $34.7 million at
December 31, 2001. Due to the lower interest rate  environment,  loan payoffs in
excess of new loans resulted in a decrease of $4.7 million in the loan portfolio
from $135.7  million at December  31, 2001 to $131.0  million at March 31, 2002.
Deposits  decreased  $1.5  million  from $183.3  million at December 31, 2001 to
$181.8 million at March 31, 2001.  Total  shareholders  equity remained at $17.4
million;  increases due to net income were offset by decreases due to a decrease
in the unrealized gain on available for sales  securities and the declaration of
a dividend.

FINANCIAL CONDITION

Assets

Bancorp's  total assets  increased  $363,000 from $202.6 million at December 31,
2001 to $202.9 million at March 31, 2002.  Cash and cash  equivalents  increased
$7.8  million  to $34.9  million  at March  31,  2002.  Cash and due from  banks
decreased  $693,000;  federal funds sold increased  $10.3 million and short term
investments decreased $1.8 million. This temporary net increase in cash and cash
equivalents  was due to net  payoff  activity  in the loan  portfolio,  which is
expected to be reinvested in additional new loans during the second quarter,  as
well as proceeds from net sales of available for sale investment securities that
had not yet been reinvested in longer term investments.



                                       12

<PAGE>


Loans

Bancorp's  net loan  portfolio  decreased  $4.7 million  from $135.7  million at
December 31, 2001 to $131.0  million at March 31, 2002.  Net loan payoffs due to
the lower  interest rate  environment  and the completion of  construction  loan
projects were temporarily invested in federal funds sold. At March 31, 2002, the
net loan to deposit  ratio was 72.1% and the net loan to total  assets ratio was
64.6%. At December 31, 2001, the net loan to deposit ratio was 74.0% and the net
loan to total  assets was 67.0%.  Based upon loan  applications  in process  and
Bancorp's hiring of additional loan officers,  management  anticipates  moderate
loan demand for the remainder of the year that should redeploy assets from lower
earning cash equivalents to higher yielding loans.

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
$2.0  million  at  March  31,  2002,  which  represents  1.49%  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
                                                       March 31,
(Thousands of dollars)                            2002          2001
---------------------------------------------------------------------

Balance at beginning of period ...............   $1,894        $1,645
Charge-offs ..................................        0             0
Recoveries ...................................       10             0
                                                 ---------------------
Net recoveries (charge-offs) .................       10             0
                                                 ---------------------
Provision charged to operations ..............       74            44
                                                 ---------------------
Balance at end of period .....................   $1,978        $1,689
                                                 =====================
Ratio of net recoveries (charge-offs)
         during the period to average loans
         outstanding during the period .......     0.01%         0.00%
                                                 =====================


                                       13

<PAGE>


Non-Accrual, Past Due and Restructured Loans

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

                                          March 31,   December 31,
          (Thousands of dollars)            2002          2001
          --------------------------------------------------------
          Loans delinquent over 90
                   days still accruing     $  181        $1,300

          Non-accruing loans .........      1,652         1,654
                                          ------------------------
          Total ......................     $1,833        $2,954
                                          ========================

          % of Total Loans ...........       1.38%         2.14%
          % of Total Assets ..........       0.90%         1.46%

Potential Problem Loans

At March 31, 2002,  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 $1.5 million from $183.3 million at December 31, 2001
to $181.8 million at March 31, 2002.  Non-interest  bearing  deposits  increased
$300,000  due to an increase  in  personal  demand  deposit  accounts.  Interest
bearing deposits decreased $1.8 million. Certificates of deposit and savings and
money market deposits  increased  $600,000 and $8.5 million,  respectively while
NOW  and  Super  NOW  accounts   decreased   $3.7  million  and  $7.4   million,
respectively.  The  decrease in NOW  accounts is due  primarily to a decrease in
IOLTA accounts and part of the decrease in Super NOW accounts represents a shift
of funds into  savings and money  market  deposits  due to the  expired  premium
priced Super NOW account campaign.

RESULTS OF OPERATIONS

Interest and dividend income and expense

Bancorp's  interest  and  dividend  income  decreased  21.6% or $809,000 for the
quarter ended March 31, 2002 from the comparable period in 2001. The decrease in
interest income is due to a much lower interest rate environment this quarter as
compared to the same period last year.

Bancorp's  interest  expense  decreased  41.5% or $828,000 for the quarter ended
March 31, 2002  compared to the same  period in 2001.  The  decrease in interest
expense is due to the lower interest rate environment cited above.


                                       14

<PAGE>


Non-interest income

Non-interest  income increased 21% or $146,000 to $844,000 for the quarter ended
March 31,  2002 as  compared to the  comparable  period  last year.  A favorable
interest  rate  environment  for  borrowers  caused an increase in the volume of
refinances which resulted in a net increase in mortgage broker referral fees and
loan  processing  fees of 30.3% or $182,000 to  $781,000  for the quarter  ended
March 31, 2002 as compared  to $599,000  for the same period last year.  Service
charges on deposit  accounts  increased 13% or $9,000 to $73,000 for the quarter
ended March 31, 2002 from  $64,000 for the quarter  ended March 31,  2001;  this
increase is the result of increases in account and transaction volumes. Included
in  non-interest  income for the  quarter  ended March 31, 2002 is a loss on the
sale of investment securities of $31,000.

Non-interest expenses

Non-interest  expenses increased 17.2% or $327,000 to $2,227,000 for the quarter
ended  March 31, 2002 from  $1,900,000  for the  quarter  ended March 31,  2001.
Salaries and benefits  expense  increased  27.4% or $303,000 to $1.4 million for
the quarter  ended March 31, 2002 from $1.1 million for the quarter  ended March
31, 2001. This increase was due to increases in mortgage broker  commissions and
incentive compensation resulting from higher loan originations;  higher staffing
levels,  due primarily to the Norwalk branch which opened in August of 2001, and
other incentive  compensation  also impacted  salaries,  payroll taxes and other
benefit costs.  Occupancy and equipment expense,  net increased 21.1% or $46,000
to $262,000 for the quarter  ended March 31, 2002 from  $216,000 for the quarter
ended March 31,  2001;  this  increase  is  primarily  the result of  escalation
clauses in operating  leases and a payment for a lease buyout for the  Hauppauge
location which  relocated to Melville,  and a decrease in income from subleases.
Data  processing  and other  outside  services  increased  33.5% or  $43,000  to
$171,000  for the quarter  ended March 31,  2002 from  $128,000  for the quarter
ended March 31, 2001; this increase is due primarily to personnel placement fees
as well as increases in charges  assessed by  correspondent  banks and increased
data processing  expenses.  Professional  services decreased $24,000 or 25.7% to
$71,000 for the quarter  ended March 31, 2002 from $95,000 for the quarter ended
March 31, 2001 due primarily to decreases in legal expenses.  Other non-interest
expenses  decreased  approximately  $49,000 or 22.3% to $172,000 for the quarter
ended March 31, 2002 from $222,000 for the quarter ended March 31, 2001; $31,000
of this  decrease is due to the  cessation  of the  amortization  of goodwill as
required by SFAS No. 142.



                                       15

<PAGE>


Income Taxes

Bancorp  recorded income tax expense of $111,000 for the quarter ended March 31,
2002 as compared to $194,000 for the quarter ended March 31, 2001. The effective
rates for the  quarters  ended  March 31, 2002 and March 31, 2001 were 35.8% and
38.6%,  respectively.  This  change  in  effective  rates is the  result  of the
decrease in the impact of the amortization of goodwill,  as well as the increase
in dividend income from money market preferred  instruments  which are partially
tax exempt.

LIQUIDITY

Bancorp's  liquidity  position  was 32.8% and 23.1% at March 31,  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 and to meet other anticipated cash requirements.

CAPITAL

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

                                     March 31, 2002     December 31, 2001
                                     --------------     -----------------

      Leverage Capital ........            8.09%              8.11%
      Tier 1 Risk-based Capital           10.12%              9.57%
      Total Risk-based Capital            11.35%             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 March 31, 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 difference from those shown above.



                                       16
<PAGE>


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  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.



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

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          Exhibit No.         Description

               10             Employment  Agreement,  dated as of September  19,
                              2001  among  the  Bank,   Bancorp  and  Robert  F.
                              O'Connell.

     (b)  Bancorp filed no reports on Form 8-K during the first quarter of 2002.



                                       17
<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)

May 15, 2002






                                       18

<PAGE>


                                 EXHIBIT INDEX


Exhibit No.         Description

     10             Employment  Agreement,  dated as of September  19,
                    2001  among  the  Bank,   Bancorp  and  Robert  F.
                    O'Connell.