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 June 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 July 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

Part II       OTHER INFORMATION
-------

Item 4.       Submission of matters to a vote of security holders            19

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





                                       2
<PAGE>

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


Item 1.  Consolidated Financial Statements
-------  ---------------------------------

<TABLE>
PATRIOT NATIONAL BANCORP, INC
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                            June 30,          December 31,
                                                                              2002                2001
                                                                        -------------------------------------
                                                                           (Unaudited)
<S>                                                                        <C>                <C>
ASSETS
Cash and due from banks ............................................       $ 10,960,941       $  7,544,242
Federal funds sold .................................................          7,500,000         12,700,000
Short term investments .............................................          2,786,500          6,788,569
                                                                           ------------       ------------
     Cash and cash equivalents .....................................         21,247,441         27,032,811

Available for sale securities (at fair value) ......................         57,560,390         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 $2,062,454;
     2001 $1,894,454) ..............................................        137,953,798        135,680,036
Accrued interest receivable ........................................          1,144,823          1,079,450
Premises and equipment, net ........................................            945,157          1,102,428
Deferred tax asset, net ............................................            618,774            662,296
Goodwill ...........................................................            930,091            930,091
Other assets .......................................................            285,223            265,465
                                                                           ------------       ------------
         Total assets ..............................................       $221,788,047       $202,569,457
                                                                           ============       ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Deposits:
         Noninterest bearing deposits ..............................       $ 18,450,586       $ 16,961,636
         Interest bearing deposits .................................        174,040,298        166,302,303
                                                                           ------------       ------------
              Total deposits .......................................        192,490,884        183,263,939
     Securities sold under agreements to repurchase ................          5,700,000               --
     Federal Home Loan Bank borrowings .............................          4,000,000               --
     Capital lease obligation ......................................            306,097            364,836
     Collateralized borrowings .....................................            399,444            474,444
     Accrued expenses and other liabilities ........................          1,010,504          1,060,222
                                                                           ------------       ------------
              Total liabilities ....................................        203,906,929        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 .............................................          1,242,678            864,202
     Accumulated other comprehensive income - net unrealized
         gain on available for sale securities, net of tax .........            352,741            256,115
                                                                           ------------       ------------
              Total shareholders' equity ...........................         17,881,118         17,406,016
                                                                           ------------       ------------
              Total liabilities and shareholders' equity ...........       $221,788,047       $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               Six Months Ended
                                                                  June 30,                         June 30,
                                                            2002            2001            2002             2001
                                                        -----------     -----------      -----------      -----------

<S>                                                     <C>             <C>              <C>              <C>
Interest and Dividend Income
   Interest and fees on loans ......................    $ 2,438,451     $ 2,826,483      $ 4,823,456      $ 5,740,573
   Interest and dividends on
      investment securities ........................        468,547         545,250          974,159        1,089,611
   Interest on federal funds sold ..................         39,852          84,471           81,541          367,309
                                                        -----------     -----------      -----------      -----------
     Total interest and dividend income ............      2,946,850       3,456,204        5,879,156        7,197,493
                                                        -----------     -----------      -----------      -----------
Interest Expense
   Interest on deposits ............................      1,081,217       1,685,381        2,228,571        3,652,442
   Interest on other borrowings ....................         39,934            --             40,286             --
   Interest on capital lease obligation ............         11,132          14,925           23,261           30,719
   Interest on collateralized borrowings ...........          5,454           9,463           11,374           20,577
                                                        -----------     -----------      -----------      -----------
     Total interest expense ........................      1,137,737       1,709,769        2,303,492        3,703,738
                                                        -----------     -----------      -----------      -----------
     Net interest income ...........................      1,809,113       1,746,435        3,575,664        3,493,755
Provision for Loan Losses ..........................         84,000          58,500          158,000          102,000
                                                        -----------     -----------      -----------      -----------
     Net interest income after
        provision for loan losses ..................      1,725,113       1,687,935        3,417,664        3,391,755
                                                        -----------     -----------      -----------      -----------
Non-Interest Income
   Mortgage brokerage referral fees ................        671,229         764,009        1,327,271        1,225,339
   Loan processing fees ............................        122,257         137,936          247,055          275,704
   Fees and service charges ........................         70,949          61,707          143,794          126,166
   Gains and origination fees from loans sold ......        249,365          24,510          249,365           40,144
   Loss on impaired investment security ............           --          (117,678)            --           (117,678)
   Loss on sale of investment securities ...........           --              --            (31,275)            --
   Other income ....................................         18,965           2,155           40,370           20,475
                                                        -----------     -----------      -----------      -----------
     Total non-interest income .....................      1,132,765         872,639        1,976,580        1,570,150
7Non-Interest Expenses
   Salaries and benefits ...........................      1,502,206       1,344,595        2,910,557        2,450,022
   Occupancy and equipment expenses, net ...........        242,816         232,482          504,885          448,901
   Data processing and other outside services ......        143,246         160,492          313,780          288,241
   Professional services ...........................        105,790          85,498          176,627          180,819
   Advertising and promotional expenses ............         98,442          70,078          155,438          126,804
   Forms, printing and supplies ....................         41,925          39,090           78,828           77,965
   Regulatory assessments ..........................         24,324          22,889           48,648           46,587
   Directors' fees and expenses ....................         50,900          17,000           75,100           30,900
   Other operating expenses ........................        197,511         259,554          369,881          481,387
                                                        -----------     -----------      -----------      -----------
     Total non-interest expenses ...................      2,407,160       2,231,678        4,633,744        4,131,626
                                                        -----------     -----------      -----------      -----------
     Income before income taxes ....................        450,718         328,896          760,500          830,279
                                                        -----------     -----------      -----------      -----------
Provision for Income Taxes .........................        163,000         120,751          274,000          314,557
                                                        -----------     -----------      -----------      -----------
     Net income ....................................    $   287,718     $   208,145      $    86,500      $   515,722
                                                        ===========     ===========      ===========      ===========
     Basic income per share ........................    $     0.120     $     0.090      $     0.200      $     0.210
                                                        ===========     ===========      ===========      ===========
     Diluted income per share ......................    $     0.120     $     0.090      $     0.200      $     0.210
                                                        ===========     ===========      ===========      ===========
     Dividends per share ...........................    $     0.025     $     0.020      $     0.045      $     0.020
                                                        ===========     ===========      ===========      ===========
</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               Six Months Ended
                                                                  June 30,                         June 30,
                                                            2002            2001            2002             2001
                                                        -----------     -----------      -----------      -----------
<S>                                                     <C>             <C>              <C>              <C>
Net income .....................................        $   287,718     $   208,145      $   486,500      $   515,722

Unrealized holding gains (losses) on securities:
   Unrealized holding gains (losses) arising
   during the period, net of taxes .............            249,073         (37,503)          96,626           90,950
                                                        -----------     -----------      -----------      -----------

   Comprehensive income ........................        $   536,791     $   170,642      $   583,126      $   606,672
                                                        ===========     ===========      ===========      ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


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

<CAPTION>
                                                                                    Six Months Ended
                                                                                         June 30,
                                                                                  2002              2001
                                                                              ------------------------------
<S>                                                                           <C>               <C>
Cash Flows from Operating Activities
     Net income .........................................................     $    486,500      $    515,722
     Adjustments to reconcile net income to net cash
     provided by operating activities:
     Amortization and accretion of investment premiums and discounts, net           (9,737)           (6,726)
     Originations of loans held for sale ................................         (208,000)      (20,509,950)
     Proceeds from sales of loans held for sale .........................          208,000        20,509,950
     Gain on sale of loans ..............................................         (249,365)             --
     Provision for loan losses ..........................................          158,000           102,000
     Loss on impaired investment security ...............................             --             117,678
     Loss on sale of investment securities ..............................           31,275              --
     Depreciation and amortization ......................................          213,885           213,082
     Changes in assets and liabilities:
         Increase in deferred loan fees .................................          164,343            61,362
         (Increase) decrease in accrued interest receivable .............          (65,373)           24,052
         Increase in other assets .......................................          (19,757)         (100,087)
         (Decrease) increase in accrued expenses and other liabilities ..          (61,722)           19,576
                                                                              ------------      ------------
         Net cash provided by operating activities ......................          648,049           946,659
                                                                              ------------      ------------
Cash Flows from Investing Activities
     Purchases of available for sale securities .........................      (37,015,836)      (10,115,072)
     Proceeds from sales of available for sale securities ...............       10,369,844         6,000,000
     Principal repayments on available for sale securities ..............        2,922,141         1,953,830
     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 increase in loans ..............................................       (3,896,104)       (7,075,027)
     Proceeds from sale of loan receivable ..............................        1,549,365              --
     Purchases of bank premises and equipment ...........................          (56,614)         (243,140)
                                                                              ------------      ------------
         Net cash used in investing activities ..........................      (25,130,604)       (8,510,269)
                                                                              ------------      ------------
Cash Flows from Financing Activities
     Net increase in demand, savings and money market deposits ..........       13,434,970        14,020,453
     Net decrease in time certificates of deposits ......................       (4,208,025)      (28,496,878)
     Increase in FHLB borrowings ........................................        4,000,000              --
     Increase in securities sold under agreements to repurchase .........        5,700,000              --
     Principal payments on capital lease obligation .....................          (58,739)          (51,283)
     Decrease in collateralized borrowings ..............................          (75,000)             --
     Dividends paid on common stock .....................................          (96,021)             --
     Proceeds from issuance of common stock .............................             --               1,179
                                                                              ------------      ------------
         Net cash provided by financing activities ......................       18,697,185       (14,526,529)
                                                                              ------------      ------------
         Net decrease in cash and cash equivalents ......................       (5,785,370)      (22,090,139)

</TABLE>


                                       6
<PAGE>


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

<CAPTION>
                                                                                    Six Months Ended
                                                                                         June 30,
                                                                                  2002              2001
                                                                              ------------------------------
<S>                                                                           <C>               <C>

Cash and cash equivalents
     Beginning ..........................................................        27,032,811        33,065,071
                                                                               ------------      ------------
     Ending .............................................................     $  21,247,441      $ 10,974,932
                                                                               ============      ============

Supplemental Disclosures of Cash Flow Information
     Cash paid for:
         Interest .......................................................     $   2,317,295     $   3,700,114
                                                                               ============      ============
         Income Taxes ...................................................     $     347,146     $     645,700
                                                                               ============      ============

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 ...........................     $     140,147     $     152,209
                                                                               ============      ============

     Dividends declared on common stock .................................     $      60,013     $      48,007
                                                                               ============      ============
</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 six months  ended June 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 six months
       ended June 30, 2002 and 2001.

 Quarter ended June 30, 2002
                                             Net Income      Shares      Amount
                                             -----------------------------------
 Basic Income Per Share
   Income available to common shareholders   $  287,718    2,400,525     $ 0.12
 Effect of Dilutive Securities
   Warrants/Stock Options outstanding               -         25,398        -
                                             -----------------------------------
 Diluted Income Per Share
   Income available to common shareholders
   plus assumed conversions                  $  287,718    2,425,923     $ 0.12
                                             ===================================


                                       8
<PAGE>


Quarter ended June 30, 2001
                                             Net Income      Shares      Amount
                                             -----------------------------------
Basic Income Per Share
  Income available to common shareholders    $  208,145    2,400,525     $ 0.09
Effect of Dilutive Securities
  Warrants/Stock Options outstanding                  -       24,621        -
                                             -----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions                  $   208,145    2,425,146       0.09
                                             ===================================

Six months ended June 30, 2002
                                             Net Income      Shares      Amount
                                             -----------------------------------
Basic Income Per Share
  Income available to common shareholders    $  486,500    2,400,525     $ 0.20
Effect of Dilutive Securities
  Warrants/Stock Options outstanding                  -       25,114        -
                                             -----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions                   $  486,500    2,425,639     $ 0.20
                                             ===================================

Six months ended June 30, 2001
                                             Net Income      Shares      Amount
                                             -----------------------------------
Basic Income Per Share
  Income available to common shareholders    $  515,722    2,400,450     $ 0.21
Effect of Dilutive Securities
  Warrants/Stock Options outstanding                  -       27,112        -
                                             -----------------------------------
Diluted Income Per Share
  Income available to common shareholders
  plus assumed conversions                   $  515,722    2,427,562     $ 0.21
                                             ===================================


(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
       six months ended June 30, 2002 and 2001 is as follows (in thousands):

       Quarter ended June 30, 2002
                                                      Mortgage    Consolidated
                                         Bank          Broker        Totals
                                         --------------------------------------

       Net interest income .....     $   1,809      $    --       $   1,809
       Non-interest income .....           317            816         1,133
       Non-interest expense ....         1,774            633         2,407
       Provision for loan losses            84           --              84
       Income before taxes .....           268            183           451
       Assets ..................       220,791            997       221,788

       Quarter ended June 30, 2001

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

       Net interest income .....     $   1,746      $    --       $   1,746
       Non-interest income .....           (74)           947           873
       Non-interest expense ....         1,553            679         2,232
       Provision for loan losses            58           --              58
       Income before taxes .....            61            268           329
       Assets ..................       182,576          1,152       183,728

       Six months ended June 30, 2002

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

       Net interest income .....     $   3,576      $    --       $   3,576
       Non-interest income .....           357          1,620         1,977
       Non-interest expense ....         3,364          1,270         4,634
       Provision for loan losses           158           --             158
       Income before taxes .....           411            350           761
       Assets ..................       220,791            997       221,788

       Six months ended June 30, 2001

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

       Net interest income .....     $   3,494      $    --       $   3,494
       Non-interest income .....            11          1,559         1,570
       Non-interest expense ....         2,922          1,210         4,132
       Provision for loan losses           102           --             102
       Income before taxes .....           481            349           830
       Assets ..................       182,576          1,152       183,728

(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.

       Bancorpadopted  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              Six Months Ended
                                            June 30,                        June 30,
                                      2002            2001            2002           2001
                                  ---------------------------     ---------------------------
<S>                               <C>             <C>             <C>             <C>
Reported net income .........     $   287,718     $   208,145     $   486,500     $   515,722
Add goodwill amortization....            --            31,003            --            61,930
                                  -----------     -----------     -----------     -----------
Adjusted net income .........     $   287,718     $   239,148     $   486,500     $   577,652
                                  ===========     ===========     ===========     ===========

Basic earnings per share
  Reported net income .......     $      0.12     $      0.09     $      0.20     $      0.21
  Goodwill amortization .....            --              0.01            --              0.03
                                  -----------     -----------     -----------     -----------
  Adjusted net income .......     $      0.12     $      0.10     $      0.20     $      0.24
                                  ===========     ===========     ===========     ===========

Diluted earnings per share
  Reported net income .......     $      0.12     $      0.09     $      0.20     $      0.21
  Goodwill amortization .....            --              0.01            --              0.03
                                  -----------     -----------     -----------     -----------
   Adjusted net income ......     $      0.12     $      0.10     $      0.20     $      0.24
                                  ===========     ===========     ===========     ===========
</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                      Six Months Ended
                                              June 30, 2002                           June 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 .......   $ 395,375    $(146,302)   $ 249,073    $ 108,872    $ (33,810)   $  75,062

Reclassification adjustment
for losses recognized in income..        --           --           --         31,275       (9,711)      21,564
                                    ---------    ---------    ---------    ---------    ---------    ---------

Unrealized holding gain on
available for sale securities,
net of taxes ....................   $ 395,375    $(146,302)   $ 249,073    $ 140,147    $ (43,521)   $  96,626
                                    =========    =========    =========    =========    =========    =========


<CAPTION>
                                            Three Months Ended                      Six Months Ended
                                              June 30, 2002                           June 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 loss
arising during the period .......   $(334,614)   $ 134,725    $(199,889)   $(119,617)   $  48,142    $ (71,475)

Adjustment for unrealized
losses of held to maturity
securities transferred to
available for sale securities ...     154,147      (62,061)      92,086      154,147      (62,039)      92,108

Reclassification adjustment for
losses recognized in income .....     117,679      (47,379)      70,300      117,679      (47,362)      70,317
                                    ---------    ---------    ---------    ---------    ---------    ---------

Unrealized holding (loss) gain
on available for sale securities,
net of taxes ....................   $ (62,788)   $  25,285    $ (37,503)   $ 152,209    $ (61,259)   $  90,950
                                    =========    =========    =========    =========    =========    =========
</TABLE>


(8)     During the six  months  ended June 30,  2002 the Bank  entered  into the
        following borrowing transactions:


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

        Securities sold under agreements to repurchase:

                   $2,900,000                1.92%             08/23/2002
                   $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%             05/14/2004



                                       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  $288,000  ($0.12  basic  income per share and $0.12
diluted  income per share) for the quarter ended June 30, 2002,  compared to net
income of $208,000  ($0.09 basic income per share and $0.09  diluted  income per
share) for the quarter ended June 30, 2001. For the six-month  period ended June
30,  2002,  net income was  $487,000 as compared to $516,000 for the same period
last year.

Total assets increased $19.2 million from $202.6 million at December 31, 2001 to
$221.8  million  at June 30,  2002.  Cash and cash  equivalents  decreased  $5.8
million to $21.2  million at June 30, 2002 from $27.0  million at  December  31,
2001. The available for sale  securities  portfolio  increased  $22.9 million to
$57.6 million at June 30, 2002 from $34.7 million at December 31, 2001.  The net
loan  portfolio  increased $2.3 million from $135.7 million at December 31, 2001
to $138.0  million at June 30, 2002.  Deposits  increased $9.2 million to $192.5
million  at June 30,  2002 from  $183.3  million at  December  31,  2001.  Total
shareholders'  equity  increased  $0.5 million to $17.9 million at June 30, 2002
from $17.4 million at December 31, 2001.


FINANCIAL CONDITION

Assets
------

Bancorp's  total assets  increased $19.2 million from $202.6 million at December
31, 2001 to $221.8 million at June 30, 2002. Cash and cash equivalents decreased
$5.8  million  to $21.2  million  at June  30,  2002.  Cash  and due from  banks
increased $3.4 million, federal funds sold decreased $5.2 million and short term
investments decreased $4.0 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 $22.8 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  $2.3 million  from $135.7  million at
December 31, 2001 to $138.0  million at June 30, 2002.  Increases in  commercial
real  estate  loans and  residential  loans of $2.8  million  and $4.4  million,
respectively,  were  partially  offset by decreases in commercial  loans of $2.9
million,  construction loans of $1.2 million,  home equity loans of $0.6 million
and consumer  loans of $0.2 million.  At June 30, 2002,  the net loan to deposit
ratio was 71.7% and the net loan to total  assets  ratio was 62.2%.  At December
31,  2001,  the net loan to  deposit  ratio  was 74.0% and the net loan to total
assets was 67.0%.  Based on loan applications in process and Bancorp's hiring of
additional loan officers, management anticipates moderate loan demand during the
second half 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  June  30,  2002,   which  represents  1.48%  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
                                                            June 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                   158                102
                                               ---------------------------------
   Balance at end of period                       $2,062             $1,746
                                               =================================
   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:

                                                 June 30,           December 31,
   (Thousands of dollars)                          2002                 2001
   -----------------------------------------------------------------------------
   Loans delinquent over 90
            days still accruing                   $   60               $1,300

   Non-accruing loans                                354                1,654
                                               ---------------------------------
   Total                                          $  414               $2,954
                                               =================================
   % of Total Loans                                0.30%                2.14%
   % of Total Assets                               0.19%                1.46%

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.

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

At June 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 $9.2 million from $183.3 million at December 31, 2001
to $192.5 million at June 30, 2002. Non-interest bearing deposits increased $1.5
million due to higher  levels of both  commercial  and personal  demand  deposit
accounts. Interest bearing deposits increased $7.7 million. NOW and Money market
fund  accounts  increased  $3.4  million and $27.5  million,  respectively.  The
increase in Money market fund deposits is due to  competitive  pricing;  much of
this  increase  was  funded by funds  shifted  from  other  accounts.  Super NOW
accounts,   formerly  priced  at  a  premium  rate,   decreased  $18.1  million;
certificates of deposit  decreased $4.2 million and savings  accounts  decreased
$0.9  million;  some of these  decreases  were  transfers  that  resulted in the
increase in the money market fund product.

RESULTS OF OPERATIONS

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

Bancorp's  interest  and  dividend  income  decreased  14.7% or $509,000 for the
quarter ended June 30, 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.  For the six months  ended June 30, 2002,
interest and dividend  income was $5.9  million  which  represents a decrease of
$1.3 million compared to interest and


                                       15
<PAGE>


dividend  income of $7.2 million for the same period last year.  The decrease in
interest  income for the six months ended June 30, 2002 is also due to the lower
interest rate environment.

Bancorp's  interest  expense  decreased  33.5% or $572,000 for the quarter ended
June 30,  2002  compared to the same  period in 2001.  The  decrease in interest
expense is due to the lower interest rate environment cited earlier. For the six
months ended June 30, 2002,  interest expense decreased $1.4 million or 37.8% to
$2.3 million as compared to $3.7 million for the six months ended June 30, 2001.
The decrease in interest  expense for the six months ended June 30, 2002 is also
due to the lower interest rate environment. Included in interest expense for the
three and six months  ended June 30,  2002 is $40,000 due to FHLB  Advances  and
securities sold under agreements to repurchase  transactions entered into during
the six months ended June 30, 2002.

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

Non-interest  income increased 29.8% or $260,000 to $1.1 million for the quarter
ended June 30, 2002 as compared to $873,000 for the comparable period last year.
Included  in the  results  for the  quarter  ended  June  30,  2002 is a gain of
$249,000 from the sale of a nonperforming loan. The continued favorable interest
rate  environment  for borrowers has resulted in the  maintenance  of historical
high mortgage  brokerage and referral  fees,  however,  not as high as last year
when interest rates were dramatically  declining.  Mortgage broker referral fees
decreased  12.1% or $93,000 to $671,000  for the quarter  ended June 30, 2002 as
compared to $764,000  for the same  period last year.  Included in  non-interest
income  for the  three  months  ended  June 30,  2001 was a charge  of  $118,000
representing a write down provision made for the permanent  impairment of a debt
security  due to a  deterioration  in the  financial  condition  of the  issuer;
management continues to monitor the status and performance of the issuer.

For the six months ended June 30, 2002,  non-interest  income increased $406,000
or 25.9% to $2.0  million as compared  to $1.6  million for the same period last
year.  Mortgage  broker and  referral  fees  increased  $102,000 or 8.3% to $1.3
million  for the six months  ended June 30,  2002 from $1.2  million for the six
months  ended  June  30,  2001  due to the  continued  favorable  interest  rate
environment for borrowers.  Included in  non-interest  income for the six months
ended June 30, 2002 is a gain of $249,000 from the sale of a loan cited earlier.
Fees and service charges  increased  14.0%, or $18,000,  to $144,000 for the six
months  ended June 30,  2002,  from  $126,000  for the six months ended June 30,
2001;  this  increase  is the result of  increases  in account  and  transaction
volumes.  Included in non-interest income for the six months ended June 30, 2001
was a charge  of  $118,000  representing  a write  down  provision  made for the
permanent impairment of a debt security.



                                       16
<PAGE>


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

Non-interest expenses increased 7.9% or $175,000 to $2.4 million for the quarter
ended June 30,  2002 from $2.2  million  for the  quarter  ended June 30,  2001.
Salaries and benefits expense increased 11.7%, or $158,000,  to $1.5 million for
the quarter ended June 30, 2002 from $1.3 million for the quarter ended June 30,
2001,  due primarily to 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 4.4% or $10,000
to $243,000  for the quarter  ended June 30, 2002 from  $232,000 for the quarter
ended June 30, 2001;  this increase is a result of increases in  depreciation of
leasehold  improvements  as well as furniture and equipment due primarily to the
Norwalk Branch Office which opened in August 2001.  Advertising  and promotional
expenses  increased  40.1% or $28,000 to $98,000 for the quarter  ended June 30,
2002 from $70,000 for the comparable  period last year due to an increased level
of promotional campaigns. Directors' fees increased $34,000 from $17,000 for the
quarter  ended June 30, 2001 to $51,000 for the quarter  ended June 30, 2002 due
to compensation  based payments made to directors upon the attainment of certain
years of service and not standing for reelection,  per meeting fee increases and
an  increase  in the number of  committee  meetings.  Other  operating  expenses
decreased  $62,000 or 23.9% to $198,000 for the quarter ended June 30, 2002 from
$260,000 for the quarter ended June 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 six months ended June 30, 2002, non-interest expenses increased $502,000
or 12.2% to $4.6  million  from $4.1  million  for the same period last year for
similar reasons previously cited.  Increases in salary and benefits of $461,000,
occupancy and equipment, net of $56,000, directors fees of $44,000,  advertising
and  promotional  expenses  of $29,000  and data  processing  and other  outside
services  of $26,000  were  partially  offset by  decreases  in other  operating
expenses of $112,000.  Included in the decrease in other non-interest expense is
$62,000 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  either  late in 2002 or
early in 2003.

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

Bancorp  recorded  income tax expense of $163,000 for the quarter ended June 30,
2002 as compared to $121,000 for the quarter  ended June 30,  2001.  For the six
months  ended June 30,  2002,  income tax  expense  was  $274,000 as compared to
$315,000 for the same period last year.  These changes are related  primarily to
the changes in pre-tax income.


                                       17
<PAGE>


The effective  tax rates for the quarters  ended June 30, 2002 and June 30, 2001
were 36.2% and 36.7%,  respectively;  the effective tax rates for the six months
ended June 30, 2002 and June 30, 2001 were 36.0% and 37.9%, respectively.

LIQUIDITY

Bancorp's  liquidity  ratio  was  35.5%  and  24.6% at June 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.

CAPITAL

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

                                      June 30, 2002    December 31, 2001
                                      -------------    -----------------

     Leverage Capital                       7.94%             8.11%

     Tier 1 Risk-based Capital             10.40%             9.57%

     Total Risk-based Capital              11.65%            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 June 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.


                                       18
<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 4.  Submission of Matters to a vote of Security Holders

         (a)      The Annual Meeting of Shareholders  (the "Annual  Meeting") of
                  Patriot National Bancorp, Inc was held on June 18, 2002.

         (b)      Not applicable  pursuant to Instruction 3 to Item 4 of Part II
                  of Form10-QSB.

         (c)      The following is a brief description of the matters voted upon
                  at the  Annual


                                       19
<PAGE>


                  Meeting and the number of votes cast for, against  or withheld
                  as well as the number of  abstentions  to each such matter:

                  (i) The election of eleven directors for the ensuing year:


                                                                    Withheld
                                                                  Authority to
                                                 For                Vote For

                  Angelo De Caro              21,282,151            1,209,791
                  Fred A. DeCaro, Jr.         21,282,151              935,077
                  John J. Ferguson            21,282,140            1,209,901
                  John A. Geoghegan           21,282,140            1,209,901
                  L. Morris Glucksman         21,282,140            1,214,807
                  Charles F. Howell           21,282,151            1,209,791
                  Michael Intrieri            21,282,140            1,567,280
                  Richard Naclerio            21,282,140            1,209,901
                  Robert F. O'Connell         21,282,151            1,209,791
                  Paul C. Settelmeyer         21,282,151            1,209,901
                  Philip W. Wolford           21,282,140            1,212,871

                  (ii) The consideration of a proposal to ratify the appointment
                  of  McGladrey & Pullen as independent auditors for Bancorp for
                  the year ending December 31, 2002.

                             For              Against         Abstain
                          2,013,812           29,200           2,555

         (d)      Not applicable.

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 second
                  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)

August 14, 2002