UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2009

                                       OR

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

For the transition period from _____ to _____

                         Commission File Number: 0-51102

                            GEORGETOWN BANCORP, INC.
             (Exact name of registrant as specified in its charter)

         Federal                                                 20-2107839
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

2 East Main Street, Georgetown, MA                                  01833
(Address of principal executive office)                          (Zip Code)

                                 (978) 352-8600
              (Registrant's telephone number, including area code)

                                      None
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check whether the registrant: (1) has filed all reports required to
be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |X|  No [_]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [_]  No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

        Large accelerated filer [_]             Accelerated filer            [_]
        Non-accelerated filer   [_]             Smaller reporting company    |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [_]  No |X|

Indicate the number of shares outstanding of the registrant's common stock, as
of the latest practicable date: Common Stock, $0.10 par value, 2,638,387 shares
outstanding as of November 11, 2009.

<PAGE>

                                    Form 10-Q
                            GEORGETOWN BANCORP, INC.
                                Table of Contents

Part I.  Financial Information
         ---------------------
                                                                            Page
                                                                            ----

Item 1: Financial Statements (Unaudited)

        Consolidated Statements of Financial Condition
        at September 30, 2009 and June 30, 2009                               1

        Consolidated Statements of Operations for the Three
        Months Ended September 30, 2009 and 2008                              2

        Consolidated Statements of Changes in Stockholders'
        Equity for the Three Months Ended September 30, 2009 and 2008         3

        Consolidated Statements of Cash Flows for the
        Three Months Ended September 30, 2009 and 2008                        4

        Notes to Consolidated Financial Statements                            6

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 9

Item 3: Quantitative and Qualitative Disclosure About Market Risk            18

Item 4T: Controls and Procedures                                             18

Part II. Other Information

Item 1:    Legal Proceedings                                                 18
Item 1A:   Risk Factors                                                      18
Item 2:    Unregistered Sales of Equity Securities and Use of Proceeds       18
Item 3:    Defaults upon Senior Securities                                   18
Item 4:    Submission of Matters to a Vote of Security Holders               18
Item 5:    Other Information                                                 18
Item 6:    Exhibits                                                          18

SIGNATURES                                                                   19

<PAGE>

PART I--FINANCIAL INFORMATION

ITEM 1. Financial Statements


                       GEORGETOWN BANCORP, INC.
            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------------------------------
                              (unaudited)

<TABLE>
<CAPTION>
                                ASSETS

                                                                       At            At
                                                                  September 30,    June 30,
                                                                      2009           2009
                                                                   -----------   ----------
                                                                         (In thousands)
<S>                                                                  <C>          <C>
Cash and due from banks                                              $   3,365    $   3,355
Short-term investments                                                   2,663        8,001
                                                                     ---------    ---------
               Total cash and cash equivalents                           6,028       11,356

Securities available for sale, at fair value                            10,459        9,528
Securities held to maturity, at amortized cost                           4,599        4,959
Federal Home Loan Bank stock, at cost                                    3,111        3,111
Loans held for sale                                                        197          269
Loans, net of allowance for loan losses of $1,491,000
    at September 30, 2009 and $1,455,000 at June 30, 2009              162,801      163,825
Premises and equipment, net                                              4,171        4,212
Accrued interest receivable                                                693          714
Bank-owned life insurance                                                2,287        2,414
Other assets                                                               849          803
                                                                     ---------    ---------

               Total assets                                          $ 195,195    $ 201,191
                                                                     =========    =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                             $ 138,460    $ 141,126
Securities sold under agreements to repurchase                             534          520
Long-term Federal Home Loan Bank advances                               36,754       40,268
Mortgagors' escrow accounts                                                468          407
Accrued expenses and other liabilities                                   1,434        1,553
                                                                     ---------    ---------
               Total liabilities                                       177,650      183,874
                                                                     ---------    ---------

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.10 par value per share:  1,000,000
shares authorized; none outstanding                                         --           --
Common stock, $0.10 par value per share: 10,000,000
shares authorized; 2,777,250 shares issued                                 278          278
Additional paid-in capital                                              11,339       11,350
Retained earnings                                                        7,386        7,228
Accumulated other comprehensive income                                     196          136
Unearned compensation - ESOP (47,030 and 49,078 shares unallocated
    at September 30, 2009 and June 30, 2009, respectively)                (470)        (491)
Treasury stock, at cost (138,863 shares)                                (1,184)      (1,184)
                                                                     ---------    ---------
               Total stockholders' equity                               17,545       17,317
                                                                     ---------    ---------

               Total liabilities and stockholders' equity            $ 195,195    $ 201,191
                                                                     =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       1
<PAGE>

                    GEORGETOWN BANCORP, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
              -------------------------------------
                           (unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                September 30,
                                                            2009              2008
                                                       -------------      -----------
                                                      (In thousands, except share data)
<S>                                                     <C>               <C>
Interest and dividend income:
    Loans, including fees                               $     2,460       $     2,322
    Securities                                                  152               223
    Short-term investments                                       --                 5
                                                        -----------       -----------
               Total interest and dividend income             2,612             2,550
                                                        -----------       -----------

Interest expense:
    Deposits                                                    616               563
    Securities sold under agreements to repurchase                1                 1
    Short-term Federal Home Loan Bank advances                   --                76
    Long-term Federal Home Loan Bank advances                   414               528
                                                        -----------       -----------
               Total interest expense                         1,031             1,168
                                                        -----------       -----------

Net interest income                                           1,581             1,382
Provision for loan losses                                        33                87
                                                        -----------       -----------
Net interest income, after provision for loan losses          1,548             1,295
                                                        -----------       -----------

Non-interest income:
    Customer service fees                                       166               160
    Net gain on sale of loans                                    81                --
    Loss from bank-owned life insurance                         (15)              (14)
    Other                                                         7                 2
                                                        -----------       -----------
               Total non-interest income                        239               148
                                                        -----------       -----------

Non-interest expenses:
    Salaries and employee benefits                              837               785
    Occupancy and equipment expenses                            190               193
    Data processing expenses                                    102                89
    Professional fees                                           109                70
    Advertising expenses                                         46                61
    Other general and administrative expenses                   244               207
                                                        -----------       -----------
               Total non-interest expenses                    1,528             1,405
                                                        -----------       -----------

Income before income taxes                                      259                38

Income tax provision                                            101                26
                                                        -----------       -----------

Net income                                              $       158       $        12
                                                        ===========       ===========

Weighted-average number of common shares outstanding:
   Basic and diluted                                      2,590,007         2,581,814

Net income per share:
   Basic and diluted                                    $      0.06       $      0.00
</TABLE>

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>

                            GEORGETOWN BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     ----------------------------------------------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Accumulated
                                                     Additional                Other         Unearned
                                           Common     Paid-in    Retained    Comprehensive Compensation-  Treasury
                                            Stock     Capital    Earnings    Income (Loss)     ESOP         Stock      Total
                                          ---------- ---------- ----------  ------------ -------------  ----------  ---------
                                                                          (In thousands)
<S>                                           <C>     <C>         <C>             <C>          <C>       <C>        <C>
Balance at June 30, 2008                      $ 278   $ 11,393    $ 6,878         $ (19)       $ (573)   $ (1,184)  $ 16,773
                                                                                                                    ---------

Comprehensive income:
    Net income                                    -          -         12             -             -           -         12
    Net unrealized gain on securities
        available for sale, net of related
        tax effects of $53,000                    -          -          -            22             -           -         22
                                                                                                                    ---------
                 Total comprehensive income                                                                               34
                                                                                                                    ---------

Common stock held by ESOP allocated or
committed to be allocated (2,048 shares)          -         (8)         -             -            21           -         13
                                          ---------- ---------- ----------  ------------ -------------  ----------  ---------

Balance at September 30, 2008                 $ 278   $ 11,385    $ 6,890           $ 3        $ (552)   $ (1,184)  $ 16,820
                                          ========== ========== ==========  ==========================  ==========  =========

Balance at June 30, 2009                      $ 278   $ 11,350    $ 7,228         $ 136        $ (491)   $ (1,184)  $ 17,317
                                                                                                                    ---------

Comprehensive income:
    Net income                                    -          -        158             -             -           -        158
    Net unrealized gain on securities
        available for sale, net of related
        tax effects of $33,000                    -          -          -            60             -           -         60
                                                                                                                    ---------
                 Total comprehensive income                                                                              218
                                                                                                                    ---------

Common stock held by ESOP allocated or
committed to be allocated (2,048 shares)          -        (11)         -             -            21           -         10
                                          ---------- ---------- ----------  ------------ -------------  ----------  ---------

Balance at September 30, 2009                 $ 278   $ 11,339    $ 7,386         $ 196        $ (470)   $ (1,184)  $ 17,545
                                          ========== ========== ==========  ============ =============  ==========  =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                           GEORGETOWN BANCORP, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
    ----------------------------------------------------------------------
                                 (unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       September 30,
                                                                                  2009             2008
                                                                               ------------   ------------
                                                                                     (In thousands)
<S>                                                                                <C>             <C>
Cash flows from operating activities:
Net income                                                                           $ 158           $ 12
    Adjustments to reconcile net income to net cash
        provided (used) by operating activities:
            Provision for loan losses                                                   33             87
            Accretion of securities, net                                                (7)            (7)
            Accretion of deferred loan fees and costs, net                               -            (22)
            Depreciation and amortization expense                                       87             95
            Decrease (increase) in accrued interest receivable                          21            (36)
            Loss from bank-owned life insurance                                         15             14
            ESOP compensation expense                                                   10             13
            Increase in accrual for supplemental retirement agreement liability         25             26
            Loans originated for sale                                               (3,059)             -
            Loan sale proceeds                                                       3,173              -
            Cash gain on sale of loans                                                 (42)             -
            Net change in other assets and liabilities                                (223)          (208)
                                                                               ------------   ------------
                  Net cash provided (used) by operating activities                     191            (26)
                                                                               ------------   ------------

Cash flows from investing activities:
    Activity in available-for-sale securities:
         Maturities, prepayments and calls                                             666          1,409
         Purchases                                                                  (1,500)             -
    Maturities, prepayments and calls
        of held-to-maturity securities                                                 363            335
    Purchase of Federal Home Loan Bank stock                                             -           (103)
    Loan principal originations, net                                                   (16)        (6,795)
    Proceeds from sales of portfolio loans                                           1,007              -
    Purchase of premises and equipment                                                 (46)           (51)
    Proceeds from redemption of bank-owned life insurance                              112              -
                                                                               ------------   ------------
                 Net cash provided (used) by investing activities                      586         (5,205)
                                                                               ------------   ------------
</TABLE>

                                   (continued)

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                     GEORGETOWN BANCORP, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------
                            (unaudited)
                            (concluded)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                           September 30,
                                                                        2009             2008
                                                                    ------------    ------------
                                                                           (In thousands)
<S>                                                                     <C>             <C>
Cash flows from financing activities:
    Net change in deposits                                               (2,666)          7,470
    Net change in securities sold under agreements
        to repurchase                                                        14              73
    Net change in Federal Home Loan Bank advances with
        maturities of  three months or less                                   -          (9,025)
    Proceeds of Federal Home Loan Bank advances with
        maturities greater than three months                              1,000          14,000
    Repayments of Federal Home Loan Bank advances
        with maturities greater than three months                        (4,514)         (6,263)
    Net change in mortgagors' escrow accounts                                61              42
                                                                    ------------    ------------
                  Net cash (used) provided by financing activities       (6,105)          6,297
                                                                    ------------    ------------

Net change in cash and cash equivalents                                  (5,328)          1,066

Cash and cash equivalents at beginning of period                         11,356           5,455
                                                                    ------------    ------------

Cash and cash equivalents at end of period                              $ 6,028         $ 6,521
                                                                    ============    ============

Supplementary information:
    Interest paid on deposit accounts                                     $ 618           $ 565
    Interest paid on borrowings                                             433             593
    Income taxes paid                                                        95               3
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                            GEORGETOWN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (1)    Basis of Presentation

         The accompanying  unaudited financial statements of Georgetown Bancorp,
Inc. (the "Company") were prepared in accordance with instructions for Form 10-Q
and with  Regulation S-X and do not include  information or footnotes  necessary
for a complete presentation of financial condition,  results of operations,  and
cash flows in conformity with generally accepted accounting principles. However,
in the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments)  necessary for a fair presentation of the financial statements have
been  included.  The results of  operations  for the  three-month  period  ended
September  30, 2009 are not  necessarily  indicative  of the results that may be
expected for future periods,  including the entire fiscal year.  These financial
statements should be read in conjunction with the financial statements and notes
thereto included in the 2009 Consolidated  Financial Statements presented in the
Company's  Annual  Report on Form 10-K filed with the  Securities  and  Exchange
Commission on September 28, 2009. The consolidated  financial statements include
the  accounts of  Georgetown  Savings  Bank (the  "Bank")  and its wholly  owned
subsidiary,  Georgetown  Securities  Corporation,  which  engages in the buying,
selling and holding of securities.  All significant  inter-company  balances and
transactions have been eliminated in consolidation.

        (2)    Critical Accounting Policies

         Our critical  accounting  policies  are those that involve  significant
judgments and assumptions by management and that have, or could have, a material
impact  on our  income  or  the  carrying  value  of our  assets.  Our  critical
accounting  policies are those  related to our allowance for loan losses and the
valuation  of our  deferred  tax assets.  The  allowance  for loan losses is the
amount  estimated by management as necessary to cover credit losses  inherent in
the loan  portfolio at the balance  sheet date.  The  allowance  is  established
through the provision for loan losses that is charged against income. Management
performs a  quarterly  evaluation  of the  adequacy  of the  allowance  for loan
losses.  We  consider  a  variety  of  factors  in  establishing  this  estimate
including,  but  not  limited  to,  current  economic  conditions,   delinquency
statistics,  geographic  and  industry  concentrations,   the  adequacy  of  the
underlying  collateral,  the  financial  strength  of the  borrower,  results of
internal and external loan reviews and other relevant  factors.  This evaluation
is inherently  subjective,  as it requires material estimates by management that
may be susceptible to significant change.

         The  analysis  has  three  components:   specific,   general,   and  an
unallocated  component.  The  specific  component  relates  to  loans  that  are
determined  to be impaired.  Impairment is measured by  determining  the present
value of expected future cash flows or, for collateral-dependent loans, the fair
value of the collateral adjusted for market conditions and selling expenses. The
general  component is determined by segregating  the remaining  loans by type of
loan  and  payment  history.   We  also  analyze   historical  loss  experience,
delinquency  trends,  general  economic  conditions  and geographic and industry
concentrations.  This analysis  establishes factors that are applied to the loan
groups to determine  the amount of the general  component of the  allowance  for
loan losses. An unallocated  component is maintained to cover uncertainties that
could affect management's estimate of probable losses. The unallocated component
of the allowance  reflects the margin of imprecision  inherent in the underlying
assumptions used in the  methodologies  for estimating  losses in the portfolio.
Because  of the  imprecision  surrounding  these  factors,  we may  maintain  an
unallocated  component  available  for other  factors that is not allocated to a
specific loan category.

         Actual loan losses may be  significantly  more than the  allowances  we
have  established,  which could have a material negative effect on our financial
results.

         Deferred tax assets and liabilities are reflected at currently  enacted
income tax rates  applicable  to the period in which the  deferred tax assets or
liabilities  are  expected to be realized or settled.  As changes in tax laws or
rates are enacted,  deferred tax assets and liabilities are adjusted accordingly
through the provision for income taxes. The Company's base amount of its federal
income tax reserve for loan losses is a permanent  difference for which there is
no  recognition of a deferred tax  liability.  However,  the loan loss allowance
maintained  for  financial  reporting  purposes is a temporary  difference  with
allowable  recognition  of a  related  deferred  tax  asset,  if  it  is  deemed
realizable.  The Company exercises significant judgment in evaluating the amount
and timing of  recognition  of the resulting tax assets and  liabilities.  These
judgments  require  projections of future taxable  income.  These  judgments and
estimates,  which  are  inherently  subjective,  are  reviewed  periodically  as
regulatory and business factors change. The deferred tax assets are reduced by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that all or some portion of the deferred tax asset will not be realized.


                                       6
<PAGE>

         (3) Net Income Per Common Share

         Basic and diluted  net income per common  share  (EPS)  represents  the
income to common  stockholders  divided by the weighted average number of common
shares  outstanding.  Employee stock  ownership  plan (ESOP)  shares,  which are
allocated or committed to be released,  are considered outstanding for basic and
diluted EPS.

                                                Three Months Ended
                                                   September 30,
                                                2009          2008
                                             -----------   ----------

Net income available to common stockholders   $ 158,000     $ 12,000
                                             ===========   ==========

Basic common shares:
    Weighted average shares outstanding       2,638,387    2,638,387
    Weighted average unallocated ESOP shares    (48,380)     (56,573)
                                             -----------   ----------
Basic weighted average shares outstanding     2,590,007    2,581,814

    Dilutive potential common shares               ----         ----
                                             -----------   ----------

Diluted weighted average shares outstanding   2,590,007    2,581,814
                                             ===========   ==========


Basic and diluted EPS                            $ 0.06       $ 0.00
                                             ===========   ==========

         (4) Mutual Holding Company Reorganization and Minority Stock Issuance

         In conjunction with its reorganization  into the mutual holding company
structure, on January 5, 2005, the Bank (i) converted to a stock savings bank as
the  successor to the Bank in its mutual form;  (ii)  organized the Company as a
federally-chartered  corporation  that owns 100% of the common stock of the Bank
(in  stock  form);   and  (iii)   organized   Georgetown   Bancorp,   MHC  as  a
federally-chartered  mutual holding company that owned 57.9% of the Common Stock
of the Company as of September 30, 2009.

         (5) Recent Accounting Pronouncements

         In  June  2009,  the  FASB  approved  the  FASB  Accounting   Standards
Codification    (Codification)   as   the   single   source   of   authoritative
nongovernmental  U.S. Generally Accepted Accounting  Principles (U.S. GAAP). The
Codification  does not change current U.S. GAAP but is intended to simplify user
access  to all  authoritative  U.S.  GAAP by  providing  all  the  authoritative
literature  related to a particular topic in one place. All existing  accounting
standard  documents will be superseded and all other  accounting  literature not
included  in  the  Codification  will  be  considered   non-authoritative.   The
Codification became effective for the Company on July 1, 2009 and did not have a
material impact on the Company's consolidated financial statements.

         In  August   2009,   the  FASB  amended  its  guidance  on  fair  value
measurements  and  disclosures.  This guidance  provides  clarification  that in
circumstances  in which a quoted  price in an active  market  for the  identical
liability is not available, a reporting entity is required to measure fair value
using one or more of the techniques  provided for in this update.  This guidance
was adopted by the Company for the quarter ended  September 30, 2009 and did not
have a material impact on the Company's consolidated financial statements.

         In September 2009, the FASB amended guidance on fair value measurements
and disclosures  relating to investments in certain  entities that calculate net
asset value per share (or its  equivalent)."  This guidance  permits a reporting
entity to measure the fair value of certain  investments on the basis of the net
asset value per share of the investment (or its equivalent).  This guidance also
requires new disclosures, by major category of investments, about the attributes
of investments within the scope of this guidance. This guidance is effective for
interim and annual  periods  ending after  December 15, 2009.  Early adoption is
permitted  for earlier  interim and annual  periods  that have not been  issued.
Adoption  of this  guidance  is not  expected  to have a material  impact on the
Company's consolidated financial statements.


                                       7
<PAGE>

         (6) Securities

         A summary of securities is as follows:

<TABLE>
<CAPTION>
                                                       Gross        Gross
                                         Amortized   Unrealized   Unrealized      Fair
                                           Cost        Gains       Losses        Value
                                         ----------  -----------  ----------  -----------
                                                         (In thousands)
<S>                                       <C>             <C>           <C>     <C>
At September 30, 2009

Securities available for sale

    Government-sponsored
        enterprise obligations            $  3,000      $    19     $    --     $  3,019
    Residential mortgage-backed
        securities                           7,157          283          --        7,440
                                         ----------  -----------  ----------  -----------

           Total securities
               available for sale         $ 10,157      $   302     $    --     $ 10,459
                                         ==========  ===========  ==========  ===========

Securities held to maturity

    Residential mortgage-backed
        securities                        $  4,599      $   191     $    --     $  4,790
                                         ==========  ===========  ==========  ===========
</TABLE>

<TABLE>
<CAPTION>
                                                       Gross        Gross
                                         Amortized   Unrealized   Unrealized     Fair
                                           Cost        Gains       Losses       Value
                                         ----------  -----------  ----------  -----------
                                                         (In thousands)
<S>                                       <C>            <C>           <C>      <C>
At June 30, 2009

Securities available for sale

    Government-sponsored
        enterprise obligations            $  1,500      $    --     $    (2)    $  1,498
    Residential mortgage-backed
        securities                           7,819          216          (5)       8,030
                                         ----------  -----------  ----------  -----------

           Total securities
               available for sale         $  9,319      $   216     $    (7)    $  9,528
                                         ==========  ===========  ==========  ===========

Securities held to maturity

    Residential mortgage-backed
        securities                        $  4,959      $   142     $    --     $  5,101
                                         ==========  ===========  ==========  ===========
</TABLE>

         All  residential   mortgage-backed   securities  have  been  issued  by
government-sponsored enterprises.


                                       8
<PAGE>

         The  amortized  cost and  estimated  fair value of debt  securities  by
contractual  maturity at September 30, 2009 is as follows.  Expected  maturities
will differ from  contractual  maturities  because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                    Available for Sale            Held to Maturity
                                   ----------------------       --------------------
                                   Amortized      Fair          Amortized      Fair
                                     Cost         Value           Cost        Value
                                   ----------   ---------       ---------    -------
                                                   (In thousands)
<S>                                  <C>        <C>              <C>          <C>
After 1 year through
    5 years                          $ 1,500    $   1,507        $    --      $   --
After 5 years through
    10 years                           1,500        1,512             --          --
                                    --------    ---------        --------    --------
                                       3,000        3,019             --          --
Residential mortgage-backed
    securities                         7,157        7,440          4,599       4,790
                                    --------    ---------        --------    --------

                                    $ 10,157    $  10,459        $ 4,599     $ 4,790
                                    ========    =========        ========    =======
</TABLE>

         There were no sales of securities for the three months ended  September
30, 2009.

         Information  pertaining  to  securities  with gross  unrealized  losses
aggregated by investment category and length of time that individual  securities
have been in a continuous loss position is as follows:

<TABLE>
<CAPTION>
                                       Less Than Twelve Months    Greater Than Twelve Months
                                       -----------------------    -------------------------
                                         Gross                       Gross
                                       Unrealized     Fair         Unrealized       Fair
                                         Losses       Value         Losses         Value
                                       -----------  ----------     ----------   -----------
                                                        (In thousands)
<S>                                       <C>         <C>          <C>            <C>
At June 30, 2009:

Securities available for sale

    Government-sponsored
        enterprise obligations            $     2     $ 1,498      $      --      $     --
    Residential mortgage-backed
        securities                              5       1,455             --            --
                                          --------    --------     ----------     --------
           Total temporarily impaired
               securities                 $     7     $ 2,953       $     --      $     --
                                          ========    ========     ==========     ========
</TABLE>

         There were no securities with a gross  unrealized loss at September 30,
2009.

         (7) Fair Value Measurements

         The  Company  groups its  financial  assets and  financial  liabilities
measured at fair value in three levels, based on the markets in which the assets
and  liabilities  are  traded and the  reliability  of the  assumptions  used to
determine fair value as follows:

         Level l -  Valuation  is based on quoted  prices in active  markets for
         -------
identical  assets  or  liabilities.  Level l assets  and  liabilities  generally
include debt and equity securities that are traded in an active exchange market.
At September  30, 2009,  the Company had no assets or  liabilities  valued using
Level 1 measurements.

         Level 2 - Valuation  is based on  observable  inputs other than Level l
         -------
prices,  such as quoted prices for similar assets or liabilities;  quoted prices
in markets that are not active;  or other inputs that are  observable  or can be
corroborated by observable  market data for  substantially  the full term of the
assets or liabilities.  For example,  Level 2 assets and liabilities may include
debt  securities  with  quoted  prices  that are  traded  less  frequently  than
exchange-traded  instruments or mortgage loans held for sale, for which the fair
value is based on what the  securitization  market  is  currently  offering  for
mortgage loans with similar characteristics.


                                       9
<PAGE>

         Level 3 - Valuation is based on unobservable  inputs that are supported
         -------
by little or no market  activity and that are  significant  to the fair value of
the assets or  liabilities.  Leve1 3 assets and  liabilities  include  financial
instruments whose value is determined using pricing models, discounted cash flow
methodologies,  or  similar  techniques,  as well as  instruments  for which the
determination  of  fair  value  requires  significant   management  judgment  or
estimation.   This  category  generally  includes  certain  impaired  loans  and
residential mortgage servicing rights.

         All of the  Company's  securities  that are  measured at fair value are
included in Level 2 and are based on pricing models that consider standard input
factors  such  as  observable  market  data,  benchmark  yields,  interest  rate
volatilities, broker/dealer quotes, credit spreads and new issue data. There are
no liabilities measured at fair value.

         Assets  measured at fair value on a recurring  basis at  September  30,
2009 are summarized below.

<TABLE>
<CAPTION>

                                                                        Assets
                                Level 1       Level 2    Level 3     at Fair Value
                               ---------    ----------  ---------    -------------
                                               (In thousands)
<S>                            <C>          <C>         <C>           <C>
Securities available for sale  $      --    $   10,459  $      --     $   10,459
                               =========    ==========  =========     ==========
</TABLE>

         Assets measured at fair value on a non-recurring basis at September 30,
2009 are summarized below.

                                                               Fair Value
                                                               Adjustents
                            At September 30, 2009            For the Three
                     ------------------------------------     Months Ended
                      Level 1      Level 2     Level 3     September 30, 2009
                     -----------  ----------  -----------  ------------------
                                          (In thousands)
Impaired loans        $      --     $     --    $    76       $     32
                      =========     ========    ========      ========


                                       10
<PAGE>

         The estimated fair values and related carrying amounts of the Company's
financial instruments at September 30, 2009 and June 30, 2009, are as follows:

<TABLE>
<CAPTION>

                                            September 30, 2009                June 30, 2009
                                         ------------------------       --------------------------
                                         Carrying         Fair           Carrying           Fair
                                          Amount          Value           Amount           Value
                                         ---------      ---------       ---------         --------
                                                             (In thousands)
<S>                                      <C>            <C>             <C>               <C>
Financial assets:
  Cash and cash equivalents              $  6,028       $  6,028        $ 11,356          $ 11,356
  Securities available for sale            10,459         10,459           9,528             9,528
  Securities held to maturity               4,599          4,790           4,959             5,101
  FHLB stock                                3,111          3,111           3,111             3,111
  Loans held for sale                         197            200             269               274
  Loans, net                              162,801        164,496         163,825           163,345
  Accrued interest receivable                 693            693             714               714
  Capitalized mortgage servicing rights       153            157             116               119

Financial liabilities:
  Deposits                                138,460        139,893         141,126           143,018
  Securities sold under agreements
      to repurchase                           534            534             520               520
  Long-term FHLB advances                  36,754         37,435          40,268            40,967
  Accrued interest payable                    127            127             148               148
</TABLE>

         (8) Subsequent Events

         Management has evaluated  subsequent  events through November 13, 2009,
which is the date the financial  statements  were available to be issued.  There
were no  subsequent  events that  require  adjustment  to or  disclosure  in the
consolidated financial statements.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

         This document may contain certain forward-looking  statements,  such as
statements  of the  Company's  or the Bank's  plans,  objectives,  expectations,
estimates and  intentions.  Forward-looking  statements may be identified by the
use of words such as "expects",  "subject",  and "believe",  "will",  "intends",
"will be" or "would".  These  statements  are subject to change based on various
important factors (some of which are beyond the Company's or the Bank's control)
and actual results may differ materially.  Accordingly, readers should not place
undue reliance on any  forward-looking  statements,  which reflect  management's
analysis of factors only as of the date of which they are given.  These  factors
include general  economic  conditions,  trends in interest rates, the ability of
our  borrowers to repay their  loans,  the ability of the Company or the Bank to
effectively  manage its growth,  and results of regulatory  examinations,  among
other factors. The foregoing list of important factors is not exclusive. Readers
should  carefully  review the risk  factors  described  in other  documents  the
Company  files from time to time with the  Securities  and Exchange  Commission,
including Current Reports on Form 8-K.

         Except as required by applicable law and  regulation,  the Company does
not undertake - and specifically  disclaims any obligation - to publicly release
the result of any revisions that may be made to any  forward-looking  statements
to  reflect  events or  circumstances  after the date of such  statements  or to
reflect the occurrence of anticipated or unanticipated events.


                                       11
<PAGE>

Overview

         The Company's  results of operations  depend  primarily on net interest
and dividend income,  which is the difference  between the interest and dividend
income earned on its interest-earning assets, such as loans and securities,  and
the interest expense on its interest-bearing  liabilities,  such as deposits and
borrowings.  The Company also generates non-interest income, primarily from fees
and  service  charges.  Gains on sales of loans and  securities  are  additional
sources of non-interest  income.  The Company's  non-interest  expense primarily
consists of employee compensation and benefits, occupancy and equipment expense,
advertising, data processing, professional fees and other operating expenses.

         Our financial performance for the three months ended September 30, 2009
continued to improve,  as the Company's  profitability  increased  significantly
compared  to the same  period  last year.  Our  improved  financial  performance
continued to be driven by an expanding  net interest  margin,  primarily  due to
originations of higher-yielding commercial loans, a significant portion of which
are  collateralized  by one-to-four  family and multi-family  properties and the
controlling  of  interest  expense.  The  asset  quality  of our loan  portfolio
remained  stable  during the quarter.  The  Company's  quarterly  earnings  were
supplemented by our mortgage  banking  activities,  which are expected to make a
significant contribution to profitability in future periods.


Comparison of Financial Condition at September 30, 2009 and June 30, 2009

         Total assets  decreased by $6.0 million,  or 3.0%, to $195.2 million at
September 30, 2009,  from $201.2 million at June 30, 2009. The decrease in total
assets  resulted  primarily  from  a  decrease  in  short-term  investments,  as
overnight  funds were used to pay off  maturing  Federal  Home Loan Bank  (FHLB)
advances and fund deposit  outflows and from a decrease in net loans.  Net loans
decreased $1.0 million,  or 0.6%, to $162.8 million at September 30, 2009,  from
$163.8  million  at June 30,  2009,  primarily  due to a $1.7  million,  or 7.7%
decrease  in  construction  loans,  reflecting  sales of  properties  and a $1.5
million, or 1.8% decrease in residential  mortgage loans,  reflecting loan sales
in the secondary mortgage market. Such decreases were partially offset by a $1.8
million,  or 21.5% increase in commercial  loans.  Total  investment  securities
increased $571,000,  or 3.2%, to $18.2 million at September 30, 2009, from $17.6
million at June 30, 2009.  At September  30, 2009,  investment  securities  were
comprised   of   government-   sponsored   enterprise   debt   obligations   and
mortgage-backed  securities,  all of  which  are  guaranteed  by  United  States
Government  agencies or  government-  sponsored  enterprises.  As a result,  our
investment securities impairment considerations generally relate to fluctuations
in market interest rates. At September 30, 2009, no securities were deemed to be
other -than-temporarily  impaired.  Total earning assets decreased $5.8 million,
or 3.0%, to $185.1  million at September 30, 2009,  from $190.9  million at June
30, 2009. However,  the decline in earning assets will benefit the Company's net
interest margin,  as asset yields on the short-term  investments were lower than
the deposit and FHLB advances yields, which were paid off.

         Non-performing  Assets.  The table  below  sets forth the  amounts  and
categories of our non-performing assets at the dates indicated. Delinquent loans
that  are 90 days or more  past  due  are  generally  considered  non-performing
assets.

<TABLE>
<CAPTION>
                                               At September 30,   At June 30,
                                               ---------------    ----------
                                                    2009               2009
                                               ---------------    ----------
                                                    (Dollars in thousands)

<S>                                                <C>              <C>
Non-accrual loans:
    Residential mortgage loans                     $    462         $    671
    Commercial loans                                     --               --
    Construction loans                                   66               66
    Consumer                                             --               --

                                                   --------         --------
        Total non-accrual loans                         528              737
                                                   --------         --------

Loans greater than 90 days delinquent
and still accruing:
    Residential mortgage loans                           --               --
    Commercial loans                                     --               --
    Construction loans                                   --               --
    Consumer                                             --               --

                                                   --------         --------
    Total loans greater than 90 days delinquent
        and still accruing                               --               --
                                                   --------         --------

    Restructured loans                                  213               --
                                                   --------         --------

    Total non-performing loans                          741              737
                                                   --------         --------

    Total non-performing assets                    $    741         $    737
                                                   ========         ========

Ratios:
    Non-performing loans to total loans                0.45%            0.45%
    Non-performing assets to total assets              0.38%            0.37%


</TABLE>


                                       12
<PAGE>

         Asset  quality  continued  to  be  stable,  as  non-performing   assets
increased  $4,000 to $741,000 at September 30, 2009 compared to $737,000 at June
30, 2009. These balances represented 0.45% of total assets at September 30, 2009
and June 30, 2009. At June 30, 2009,  there was one  restructured  loan totaling
$217,000  that was included in the  non-accrual  loan total and no  restructured
loans at September  30, 2009.  The allowance for loan losses was $1.5 million at
September 30, 2009, increasing $36,000 from June 30, 2009. Loan charge-offs were
$3,000 and loan  recoveries were $6,000 for the three months ended September 30,
2009, as compared to loan  charge-offs  of $1,000 and loan  recoveries of $1,000
for the same period in 2008. The allowance  represented  0.91% of total loans at
September  30, 2009 and 0.88% of total loans at June 30, 2009.  The increase was
primarily  a result of growth in loans  with a higher  degree of risk.  At these
levels,  the allowance for loan losses as a percentage of  non-performing  loans
was 201.21% at September 30, 2009 and 197.42% at June 30, 2009.

         Total deposits decreased by $2.7 million, or 1.9%, to $138.5 million at
September  30,  2009,  from $141.1  million at June 30,  2009.  The  decrease in
deposits  was  primarily  due to  decreases  in money  market  accounts  and NOW
accounts that were  partially  offset by increases in demand  deposit  accounts.
Money market accounts decreased $3.0 million, or 6.4%,  reflecting a lowering of
interest rates paid and NOW accounts  decreased $1.7 million,  or 14.3%.  Demand
deposit accounts increased $2.0 million, or 12.7%.

         Total  borrowings  from the FHLB  decreased  $3.5 million,  or 8.7%, as
short-term investments were used to pay off maturing borrowings.

         Total  stockholders'  equity  increased  $228,000,  or  1.3%,  to $17.5
million at September 30, 2009,  from $17.3  million at June 30, 2009,  primarily
due to net  income  of  $158,000  and an  increase  in net  unrealized  gains on
available-for-sale securities of $60,000. The net unrealized gains on securities
available for sale were attributable to changes in market interest rates.

Comparison  of Operating  Results for the Three Months Ended  September 30, 2009
and 2008

         General.  Net income for the three months ended  September 30, 2009 was
$158,000,  or $.06 per  basic  and  diluted  share,  compared  to net  income of
$12,000,  or $.00 per  basic  and  diluted  share  for the  three  months  ended
September 30, 2008.  The increase in net income was primarily due to an increase
in net interest income and non-interest income,  partially offset by an increase
in non-interest expense.

         Interest Income. Interest income increased by $62,000, or 2.5%, to $2.6
million for the three months ended  September 30, 2009 from $2.5 million for the
three  months ended  September  30,  2008.  The increase in interest  income was
primarily due to an increase in the average balance of  interest-earning  assets
of $10.7  million,  or 6.1%,  to  $185.3  million  for the  three  months  ended
September 30, 2009,  from $174.6 million for the same period in 2008,  partially
offset by a 20 basis point  decrease in the  average  yield on  interest-earning
assets to 5.64% for the three months ended  September  30, 2009,  from 5.84% for
the same period in 2008.

         Interest income on loans increased  $138,000,  or 6.0%, to $2.5 million
for the three months ended  September 30, 2009,  from $2.3 million for the three
months  ended  September  30,  2008.  The increase was due to an increase in the
average  balance of loans of $11.8  million,  or 7.8%, to $164.6 million for the
three months ended  September 30, 2009, from $152.7 million for the three months
ended September 30, 2008,  partially offset by a decrease in average loan yields
of 10 basis points to 5.98% for the three months ended  September 30, 2009, from
6.08% for the three months ended September 30, 2008.

         Interest  and  dividend  income  on  investment   securities  decreased
$71,000, or 32.0% for the three months ended September 30, 2009, compared to the
same period in 2008.  The  decrease in interest  income was due to a decrease in
the average balance of investment securities of $3.1 million, or 14.7%, to $17.8
million for the three months ended  September  30, 2009,  from $20.9 million for
the  three  months  ended  September  30,  2008  and by a  decrease  in  average
investment  yields  of 86 basis  points  to 3.42%  for the  three  months  ended
September 30, 2009, from 4.28% for the three months ended September 30, 2008.

         Interest  Expense.  Interest expense decreased  $137,000,  or 11.7%, to
$1.0  million for the three  months ended  September  30, 2009.  The decrease in
interest  expense was primarily due to a 53 basis point  decrease in the average
cost of  interest-bearing  liabilities  to  2.53%  for the  three  months  ended
September 30, 2009, from 3.06% for the same period in 2008,  partially offset by
an increase  in the average  balance of  interest-bearing  liabilities  of $10.1
million,  or 6.6%,  to $163.0  million for the three months ended  September 30,
2009, from $152.9 million for the same period in 2008.

         Interest expense on  interest-bearing  deposits increased  $53,000,  or
9.5%, to $616,000 for the three months ended  September 30, 2009,  from $563,000
for the same period in 2008.  The increase was  primarily  due to an increase in
the average balance of interest-bearing  deposits of $30.5 million, or 32.8%, to
$123.5 million for the three months ended  September 30, 2009 from $93.0 million
for the same period in 2008,  partially  offset by a 42 basis point  decrease in
the average  cost of  interest-bearing  deposits  to 2.00% for the three  months
ended September 30, 2009, from 2.42% for the same period in 2008.

         Interest  expense on FHLB short-term and long-term  advances  decreased
$190,000,  or 31.5%,  to $414,000 for the three months ended September 30, 2009,
from  $604,000 for the same period in 2008.  The decrease was primarily due to a
decrease in the average  balance of FHLB  short-term  and long-term  advances of
$20.3 million,  or 34.2%,  to $39.0 million for the three months ended September
30, 2009 from $59.2 million for the same period in 2008,  partially  offset by a
17 basis point  increase in the average cost of FHLB  short-term  and  long-term
advances


                                       13
<PAGE>

to 4.25% for the three months ended  September 30, 2009, from 4.08% for the same
period in 2008, reflecting the maturing of lower costing advances.

         Net Interest Income. Net interest income increased $199,000,  or 14.5%,
to $1.6 million for the three months ended September 30, 2009, from $1.4 million
for the same period in 2008.  The increase in net interest  income was primarily
the result of a 24 basis point increase in net interest  margin to 3.41% for the
three months ended September 30, 2009, from 3.17% for the same period ended 2008
and by the $568,000 or 2.6%, increase in net average  interest-earning assets to
$22.3 million for the three months ended September 30, 2009.

         Provision for Loan Losses.  The provision for loan losses for the three
months ended  September  30, 2009 was $33,000  compared to $87,000 for the three
months ended  September 30, 2008,  primarily  due to the smaller  amount of loan
growth  in 2009  compared  to  2008.  Loan  charge-offs  were  $3,000  and  loan
recoveries  were  $6,000 for the three  months  ended  September  30,  2009,  as
compared to loan  charge-offs  of $1,000 and loan  recoveries  of $1,000 for the
same period in 2008.

         Non-interest  Income.  Non-interest income increased $91,000, or 60.7%,
to $239,000 for the three months ended September 30, 2009, from $148,000 for the
same period in 2008. The increase was primarily related to gains of $81,000 from
the sale of $4.9 million in loans, $3.1 million  classified as held for sale and
$1.0 million from the Company's  loan  portfolio.  The gain included  $39,000 of
income related to the recognition of mortgage servicing assets.

         Non-interest Expense. Non-interest expense increased $123,000, or 8.8%,
to $1.5 million for the three months ended September 30, 2009, from $1.4 million
for the same period in 2008. The increase in non-interest  expense was primarily
due to an increase in salaries and benefits, professional fees and other general
and administrative expense.  Salaries and benefits expense increased $52,000, or
6.6%,  primarily due to higher replacement salaries for new hires, as well as an
increase  in the  number  of  employees  receiving  health  insurance  benefits.
Occupancy  expense  decreased  $3,000, or 1.0%, to $190,000 for the three months
ended  September  30,  2009,  from  $193,000  for the same period in 2008.  Data
processing  expense  increased  $13,000,  or 14.7%,  for the three  months ended
September 30, 2009, from the same period in 2008,  primarily due to the addition
of services provided. Professional fees increased $39,000, or 56.6%, to $109,000
for the three months ended  September 30, 2009, from $70,000 for the same period
in 2008,  primarily  due to increased  costs  associated  with  compliance  with
section  404 of the  Sarbanes-Oxley  Act,  related  to  internal  controls  over
financial reporting.  Advertising expense decreased $15,000 or 25.7%, to $46,000
for the three months ended  September  30, 2009 from $61,000 for the same period
in 2008,  primarily  related  to  timing  of  expenditures.  Other  general  and
administrative  expenses increased $37,000,  or 17.8%, to $244,000 for the three
months ended September 30, 2009, from the same period in 2008,  primarily due to
a $26,000,  or 115.6%  increase  in Federal  Deposit  Insurance  Company  (FDIC)
deposit  insurance,  as a result of the FDIC's  efforts to replenish its deposit
insurance  fund,  which was reduced due to losses from  several  large  troubled
financial  institutions and not related to our Company's activities.  Additional
changes to FDIC deposit assessment rules will likely result in further increases
in deposit insurance for the Company.

         Income Taxes.  The income before income taxes of $259,000 for the three
months ended  September 30, 2009 resulted in an income tax provision of $101,000
for the three months ended  September 30, 2009, as compared to the income before
income taxes of $38,000 and income tax provision of $26,000 for the three months
ended  September  30, 2008.  The  effective tax rates for the three months ended
September  30, 2009 and 2008 were 39.0% and 68.2%,  respectively.  The effective
tax rate for the three months ended  September 30, 2008 reflected the tax impact
of  $13,000  in  additional  state  income tax  provision,  associated  with the
one-time  impact of a  Massachusetts  bill, "An Act Relative to Tax Fairness and
Business Competitiveness", which was signed into law on July 3, 2008.


                                       14
<PAGE>

         Average   Balance  Sheet.   The  following  table  sets  forth  certain
information  regarding  the  Company's  average  balance  sheet for the  periods
indicated,  including the average yields on its interest-earning  assets and the
average costs of its interest-bearing liabilities. Average yields are calculated
by  dividing  the   interest   income   produced  by  the  average   balance  of
interest-bearing  assets.  Average costs are calculated by dividing the interest
expense  produced by the average balance of  interest-bearing  liabilities.  The
average  balances  for the period are derived  from  average  balances  that are
calculated  daily. The average yields and costs include fees that are considered
adjustments to such average yields and costs.

<TABLE>
<CAPTION>
                                                                                  Three Months Ended September 30,
                                           At September 30,     --------------------------------------------------------------------
                                               2009                             2009                            2008
                                        ----------------------  ----------------------------------  --------------------------------
                                                      Weighted   Average                             Average
                                        Outstanding   Average   Outstanding                 Yield/  Outstanding               Yield/
                                         Balance        Rate     Balance       Interest      Rate    Balance     Interest      Rate
                                        -----------  ---------  -----------    ---------- --------  -----------  --------     ------
                                                                           (Dollars in thousands)
<S>                                      <C>           <C>       <C>             <C>        <C>      <C>           <C>        <C>
Interest-earning assets:
Loans                                    $ 164,292     5.89%     $ 164,559       $ 2,460    5.98%    $ 152,719     $ 2,322    6.08%
Investment securities (1)                   18,169     3.34%        17,785           152    3.42%       20,855         223    4.28%
Short-term investments                       2,663     0.05%         2,970            --    0.00%        1,066           5    1.88%
                                         ---------               ---------       -------             ---------     -------
     Total interest-earning assets         185,124     5.56%       185,314         2,612    5.64%      174,640       2,550    5.84%
Non-interest-earning assets                 10,071                  12,752            --                10,227          --
                                         ---------               ---------       -------             ---------     -------
     Total assets                        $ 195,195               $ 198,066         2,612             $ 184,867       2,550
                                         =========               =========       -------             =========     -------

Interest-bearing liabilities:
Savings deposits                         $  11,298     0.13%     $  11,001           $ 4    0.15%    $  10,200         $ 3    0.12%
NOW accounts                                10,205     0.05%        10,516             1    0.04%        9,024           3    0.13%
Money market accounts                       42,995     0.92%        45,385           138    1.22%       34,786         211    2.43%
Certificates of deposit                     56,231     3.23%        56,579           473    3.34%       38,972         346    3.55%
                                         ---------               ---------       -------              ---------    -------
     Total interest-bearing deposits       120,729     1.85%       123,481           616    2.00%       92,982         563    2.42%
FHLB advances                               36,754     4.03%        38,961           414    4.25%       59,246         604    4.08%
Repurchase agreements                          534     0.50%           548             1    0.73%          656           1    0.61%
                                         ---------               ---------       -------             ---------     -------
     Total interest-bearing liabilities    158,017     2.35%       162,990         1,031    2.53%      152,884       1,168    3.06%
                                                                                 =======                           =======
Non-interest-bearing liabilities:
Demand deposits                             17,731                  16,179                              13,622
Other non-interest-bearing liabilities       1,902                   1,471                               1,366
                                         ---------               ----------                          ---------
     Total liabilities                     177,650                 180,640                             167,872
Stockholders' equity                        17,545                  17,426                              16,995
                                         ---------               ---------                           ---------
     Total liabilities and equity        $ 195,195               $ 198,066                           $ 184,867
                                         =========               =========                           =========

Net interest income                                                              $ 1,581                           $ 1,382
                                                                                 =======                           =======
Net interest rate spread (2)                           3.21%                                3.11%                             2.78%
Net interest-earning assets (3)          $  27,107               $  22,324                           $  21,756
                                         =========               =========                           =========
Net interest margin (4)                                                                     3.41%                             3.17%
Average of interest-earning
     assets to interest-bearing
      liabilities                                    117.15%                              113.70%                           114.23%
</TABLE>

--------------------------------------------------------------------------------
(1)   Consists entirely of taxable investment securities.
(2)   Net interest rate spread  represents the  difference  between the yield on
      average  interest-earning assets and the cost of average  interest-bearing
      liabilities.
(3)   Net interest-earning  assets represents total interest-earning assets less
      total interest-bearing liabilities.
(4)   Net interest  margin  represents  net interest  income  divided by average
      total interest-earning assets.


                                       15
<PAGE>

         Rate/Volume  Analysis.  The  following  table  presents  the effects of
changing rates and volumes on our net interest income for the periods indicated.
The rate column shows the effects  attributable  to changes in rate  (changes in
rate  multiplied  by  prior  volume).   The  volume  column  shows  the  effects
attributable to changes in volume (changes in volume  multiplied by prior rate).
The net column  represents  the sum of the prior  columns.  For purposes of this
table, changes attributable to both rate and volume, which cannot be segregated,
have been  allocated  proportionately,  based on the changes due to rate and the
changes due to volume.

<TABLE>
<CAPTION>
                                             Three Months Ended September 30,
                                                      2009 vs. 2008
                                         ----------------------------------------
                                         Increase (Decrease) Due to
                                         ---------------------------
                                            Volume          Rate           Net
                                         -----------      --------       -------
                                                        (In thousands)
<S>                                           <C>           <C>           <C>
Interest-earning assets:
Loans                                         $ 180         $ (42)        $ 138
Investment securities                           (33)          (38)          (71)
Short-term investments                            9           (14)           (5)
                                              -----         -----         -----

    Total interest-earning assets               156           (94)           62
                                              -----         -----         -----

Interest-bearing liabilities:
Savings deposits                                 --             1             1
NOW accounts                                     --            (2)           (2)
Money market accounts                            64          (137)          (73)
Certificates of deposit                         156           (29)          127
                                              -----         -----         -----

    Total interest-bearing deposits             220          (167)           53

FHLB advances                                  (207)           17          (190)
Repurchase agreements                            --            --            --
                                              -----         -----         -----

    Total interest-bearing liabilities           13          (150)         (137)
                                              -----         -----         -----

Change in net interest income                 $ 143         $  56         $ 199
                                              =====         =====         =====
</TABLE>


                                       16
<PAGE>

         Liquidity  Management.  Liquidity  is the  ability to meet  current and
future  financial  obligations of a short-term  nature.  Our primary  sources of
funds consist of deposit  inflows,  loan  repayments and maturities and sales of
securities.  While maturities and scheduled amortization of loans and securities
are  predictable  sources of funds,  deposit flows and mortgage  prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.  The Company began to sell loans to the secondary market during the
current  quarter  and expects to  continue  to utilize  this  strategy in future
periods.

         We regularly  adjust our  investments  in liquid  assets based upon our
assessment  of (i) expected  loan demand,  (ii) expected  deposit  flows,  (iii)
yields  available  on  interest-earning  deposits and  securities,  and (iv) the
objectives of our asset/liability  management program.  Excess liquid assets are
invested generally in interest-earning deposits and short- and intermediate-term
securities.

         Our most  liquid  assets are cash and cash  equivalents.  The levels of
these assets are dependent on our  operating,  financing,  lending and investing
activities  during  any given  period.  At  September  30,  2009,  cash and cash
equivalents totaled $6.0 million.  Securities classified as  available-for-sale,
which  provide  additional  sources  of  liquidity,  totaled  $10.5  million  at
September 30, 2009.  Our policies  also allow for access to the wholesale  funds
market for up to 50.0% of total assets, or $97.6 million. At September 30, 2009,
we had $36.8  million in FHLB  advances  outstanding  and  $699,000  in brokered
certificates  of deposit,  allowing the Company  access to an  additional  $60.1
million in wholesale funds based on policy guidelines.

         At  September  30,  2009,  we had  $4.2  million  in  loan  commitments
outstanding, $423,500 of which are intended for sale in the secondary market. In
addition to commitments to originate  loans,  we had $19.8 million in unadvanced
funds to borrowers.  Related to our  secondary  market  activities,  we had $1.1
million of forward loan sale  commitments  at September 30, 2009, the fair value
of which  approximated  zero at  September  30,  2009.  These  forward loan sale
commitments  were used to offset the interest rate risk associated with mortgage
loans, which have had their interest rate locked by our customers.  Certificates
of deposit due within one year of September 30, 2009 totaled $35.9  million,  or
25.9% of total  deposits.  If these  deposits  do not remain with us, we will be
required to seek other sources of funds, including other certificates of deposit
or other wholesale funding options.  Depending on market  conditions,  we may be
required  to pay  higher  rates on such  deposits  or other  borrowings  than we
currently  pay on the  certificates  of deposit due on or before  September  30,
2010. We believe,  however,  based on past experience that a significant portion
of our  certificates  of deposit  will  remain  with us. We have the  ability to
attract and retain deposits by adjusting the interest rates offered.

         We have no material  commitments  or demands  that are likely to affect
our  liquidity  other than set forth  below.  In the event loan  demand  were to
increase at a pace greater than expected, or any unforeseen demand or commitment
were to occur,  we would access our  borrowing  capacity with the FHLB and other
wholesale market sources.

         Our primary  investing  activities are the origination of loans and the
purchase of  securities.  During the three months ended  September  30, 2009, we
originated  $16.7  million of loans and  purchased  $1.5  million in  investment
securities.  We also sold $4.1  million in  residential  mortgage  loans for the
three months ended September 30, 2009.

         Financing activities consist primarily of activity in deposit accounts,
FHLB  borrowings  and  advances  and  the  sale  of  residential  mortgages.  We
experienced  a net  decrease  in total  deposits  of $2.7  million for the three
months ended September 30, 2009. Deposit flows are affected by the overall level
of interest rates,  the interest rates and products  offered by us and our local
competitors and other factors.  We generally  manage the pricing of our deposits
to be competitive.

         FHLB  borrowings and advances  reflected a net decrease of $3.5 million
during the three months ended  September 30, 2009.  FHLB borrowings and advances
have primarily been used to fund loan demand and purchase securities.

         Capital  Management.  The Bank is subject to various regulatory capital
requirements  including a risk-based  capital  measure.  The risk-based  capital
guidelines  include both a definition of capital and a framework for calculating
risk-weighted  assets by assigning  balance sheet assets and  off-balance  sheet
items to broad risk categories.  At September 30, 2009, the Bank exceeded all of
its regulatory  capital  requirements and is considered "well capitalized" under
regulatory guidelines.

         The OTS, as the primary  federal  regulator of federal  savings  banks,
periodically  recommends  certain of those  institutions take voluntary steps to
reduce risk to the institutions and the federal deposit insurance fund. In light
of the current economic  environment,  the OTS requested and the Bank's board of
directors  agreed on October 27, 2008 to certain  voluntary  constraints  on the
Bank's 2009 leveraged growth strategy. Moreover, the Bank does not expect any of
these standards to materially impair its execution of its business plan. The OTS
has  agreed to  revisit  these  voluntary  constraints  from  time to time.  The
voluntary  constraints  are as  follows:  (i) the Bank will  maintain a Tier one
(core) capital ratio of at least 7.1%; and (ii) in the event the Tier one (core)
capital ratio decreases below 7.5%, the ratio of "high-risk"  loans, as defined,
to Tier one (core) capital would not exceed 350%; the ratio of classified assets
to Tier one (core) capital (plus the allowance for loan losses) would not exceed
15%;  and the ratio of  nonperforming  assets to total  assets  would not exceed
1.5%.  As of  September  30, 2009,  the Bank's Tier one capital  ratio was 8.07%
compared to the requested  target of 7.50%. The Company has $1.1 million of cash
available to down-stream to the Bank to support its future capital needs.


                                       17
<PAGE>

         On November 14, 2008, the Company filed an application under the United
States Treasury's  Capital Purchase Program,  which is part of the United States
Treasury's  Emergency  Economic  Stabilization  Act  of  2008.  The  application
requested  $4.1 million in senior  preferred  stock.  On September  28, 2009 the
board of directors of the Company  voted to withdraw its  application  under the
United States Treasury's Capital Purchase Program.

         Off-Balance  Sheet  Arrangements.  For the three months ended September
30, 2009, we engaged in no off-balance sheet  transactions  reasonably likely to
have a material effect on our financial condition, results of operations or cash
flows.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

           Not applicable to smaller reporting companies.

Item 4T. Controls and Procedures

         Under the  supervision  and with the  participation  of our management,
including our Chief Executive Officer and Chief Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  (as defined in Rule  13a-15(e)  or  15d-15(e)  under the  Securities
Exchange Act of 1934) as of the end of the period covered by this report.  Based
upon that evaluation,  the Chief Executive  Officer and Chief Financial  Officer
concluded  that,  as of the  end of the  period  covered  by  this  report,  our
disclosure controls and procedures were effective to ensure (1) that information
required to be disclosed in the reports that the Company  files or submits under
the  Securities  Exchange Act of 1934, is recorded,  processed,  summarized  and
reported,  within the time periods  specified in the SEC's rules and forms;  and
(2) that they are alerted in a timely manner about material information relating
to the Company required to be filed in its periodic SEC filings.

         There  has  been no  change  in the  Company's  internal  control  over
financial  reporting  during the Company's  most recent fiscal  quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

         Not applicable

Item 1A. Risk Factors

         Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

         a) Not applicable

         b) Not applicable

         c) The Company did not  repurchase  any shares during the quarter ended
            September 30, 2009.

Item 3. Defaults Upon Senior Securities

         Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

         Not applicable

Item 5. Other Information

         a)  Not applicable

         b) There were no material  changes to the  procedures by which security
         holders may  recommend  nominees to the  Company's  board of  directors
         during the period covered by this Form 10-Q.

Item 6. Exhibits

           31.1 Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act
           31.2 Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act
           32   Certification  of  Chief  Executive  Officer and Chief Financial
                Officer pursuant to Section 906 of the Sarbanes-Oxley Act


                                       18
<PAGE>

                            GEORGETOWN BANCORP, INC.

                                   SIGNATURES

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


                               GEORGETOWN BANCORP, INC.
                                      (Registrant)


Date: November 12, 2009        /s/ Robert E. Balletto
                               ------------------------------------
                               Robert E. Balletto
                               President and Chief Executive Officer
                               (Principal Executive Officer)


                               /s/ Joseph W. Kennedy
                               ------------------------------------
                               Joseph W. Kennedy
                               Senior Vice President, Chief Financial Officer
                               and Treasurer
                               (Principal Accounting and Financial Officer)


                                       19