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 March 31, 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 May 12, 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 March 31, 2009 and June 30, 2008                                   1

        Consolidated Statements of Operations for the Three
        and Nine Months Ended March 31, 2009 and 2008                         2

        Consolidated Statements of Changes in Stockholders'
        Equity for the Nine Months Ended March 31, 2009 and 2008              3

        Consolidated Statements of Cash Flows for the
        Nine Months Ended March 31, 2009 and 2008                             4

        Notes to Consolidated Financial Statements                            6

Item 2: Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   8

Item 3: Quantitative and Qualitative Disclosure About Market Risk            17

Item 4T: Controls and Procedures                                             17

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>
                                                                                At                       At
                                                                             March 31,                June 30,
                                                                               2009                     2008
                                                                      ----------------------   ----------------------
                                                                      (In thousands, except share and per share data)
<S>                                                                   <C>                      <C>
                                                        ASSETS
Cash and due from banks                                               $                6,186   $                2,532
Short-term investments                                                                 1,421                    2,923
                                                                      ----------------------   ----------------------
      Total cash and cash equivalents                                                  7,607                    5,455

Securities available for sale, at fair value                                          11,740                   12,703
Securities held to maturity, at amortized cost                                         5,414                    6,274
Federal Home Loan Bank stock, at cost                                                  3,111                    3,008
Loans held for sale                                                                      834                       --
Loans, net of allowance for loan losses of $1,387,000
   at March 31, 2009 and $1,212,000 at June 30, 2008                                 167,576                  148,909
Premises and equipment, net                                                            4,257                    4,458
Accrued interest receivable                                                              775                      674
Bank-owned life insurance                                                              2,408                    2,406
Other assets                                                                             891                      854
                                                                      ----------------------   ----------------------

      Total assets                                                    $              204,613   $              184,741
                                                                      ======================   ======================

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                              $              136,403   $              106,292
Short-term Federal Home Loan Bank advances                                             2,850                   14,000
Long-term Federal Home Loan Bank advances                                             45,681                   45,321
Securities sold under agreements to repurchase                                           476                      552
Mortgagors' escrow accounts                                                              430                      361
Accrued expenses and other liabilities                                                 1,580                    1,442
                                                                      ----------------------   ----------------------
      Total liabilities                                                              187,420                  167,968
                                                                      ----------------------   ----------------------

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                                                            11,452                   11,452
Retained earnings                                                                      6,983                    6,819
Accumulated other comprehensive income (loss)                                            176                      (19)
Unearned compensation - ESOP (51,126 and 57,271 shares unallocated
   at March 31, 2009 and June 30, 2008, respectively)                                   (512)                    (573)
Treasury stock, at cost (138,863 shares at March 31,  2009
   and June 30, 2008)                                                                 (1,184)                  (1,184)
                                                                      ----------------------   ----------------------
      Total stockholders' equity                                                      17,193                   16,773
                                                                      ----------------------   ----------------------

      Total liabilities and stockholders' equity                      $              204,613   $              184,741
                                                                      ======================   ======================
</TABLE>
See notes to consolidated financial statements.

                                        1
<PAGE>
                            GEORGETOWN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                ------------------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended          Nine Months Ended
                                                                    March 31,                   March 31,
                                                               2009           2008          2009          2008
                                                            -----------   -----------   -----------   -----------
                                                            (In thousands, except share and per share data)
<S>                                                         <C>           <C>           <C>           <C>
Interest and dividend income:
   Loans, including fees                                    $     2,477   $     2,044   $     7,240   $     6,107
   Investment securities                                            194           263           639           828
   Short-term investments                                            --             9             6            34
                                                            -----------   -----------   -----------   -----------
      Total interest and dividend income                          2,671         2,316         7,885         6,969
                                                            -----------   -----------   -----------   -----------

Interest expense:
   Deposits                                                         721           640         1,937         2,114
   Short-term Federal Home Loan Bank advances                         4            71           110           321
   Long-term Federal Home Loan Bank advances                        492           526         1,540         1,471
   Securities sold under agreements to repurchase                    --             2             2             6
                                                            -----------   -----------   -----------   -----------
      Total interest expense                                      1,217         1,239         3,589         3,912
                                                            -----------   -----------   -----------   -----------

Net interest income                                               1,454         1,077         4,296         3,057
Provision for loan losses                                             4             4           182             8
                                                            -----------   -----------   -----------   -----------
Net interest income, after provision for loan losses              1,450         1,073         4,114         3,049
                                                            -----------   -----------   -----------   -----------

Non-interest income:
   Customer service fees                                            146           145           478           466
   Net gain on sale of loans                                         62            --            62            --
   Income (loss) from bank-owned life insurance                       7            (3)            2            20
   Other                                                              9            10            37            27
                                                            -----------   -----------   -----------   -----------
      Total non-interest income                                     224           152           579           513
                                                            -----------   -----------   -----------   -----------

Non-interest expenses:
   Salaries and employee benefits                                   845           736         2,418         2,150
   Occupancy and equipment expenses                                 201           230           591           661
   Data processing expenses                                          94            87           273           259
   Professional fees                                                 90           140           242           303
   Advertising expense                                               70            31           185           128
   Other general and administrative expenses                        266           194           678           600
                                                            -----------   -----------   -----------   -----------
      Total non-interest expenses                                 1,566         1,418         4,387         4,101
                                                            -----------   -----------   -----------   -----------

Income (loss) before income taxes                                   108          (193)          306          (539)

Income tax provision (benefit)                                       33          (128)          112          (247)
                                                            -----------   -----------   -----------   -----------

Net income (loss)                                           $        75   $       (65)  $       194   $      (292)
                                                            ===========   ===========   ===========   ===========

Weighted average number of common shares outstanding:
   Basic and diluted                                          2,585,918     2,584,598     2,583,867     2,599,663

Net income (loss) per share:
   Basic and diluted                                        $      0.03   $     (0.03)  $      0.08   $     (0.11)
</TABLE>
See notes to consolidated financial statements.

                                        2
<PAGE>
                            GEORGETOWN BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
          ------------------------------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                           Additional                Other        Unearned
                                                             Paid-in   Retained  Comprehensive  Compensation-  Treasury
                                             Common Stock    Capital   Earnings  Income (Loss)      ESOP         Stock    Total
                                             ------------  ----------  --------  -------------  -------------  --------  ---------
                                                                      (In thousands, except share amounts)
<S>                                          <C>           <C>         <C>       <C>            <C>            <C>       <C>
Balance at June 30, 2007                     $        278  $   11,452  $  7,522  $        (179) $        (655) $   (808) $  17,610
                                                                                                                         ---------
Comprehensive loss:
   Net loss                                                                (292)                                              (292)
   Net unrealized gain on securities
      available for sale, net of related
      tax effects of $172,000                                                              291                                 291
                                                                                                                         ---------
         Total comprehensive loss                                                                                               (1)
                                                                                                                         ---------
Common stock held by ESOP allocated or
   committed to be allocated (6,144 shares)                                 (17)                           61                   44

Treasury stock purchased (53,663 shares)                                                                           (376)      (376)
                                             ------------  ----------  --------  -------------  -------------  --------  ---------

Balance at March 31, 2008                    $        278  $   11,452  $  7,213  $         112  $        (594) $ (1,184) $  17,277
                                             ============  ==========  ========  =============  =============  ========  =========

Balance at June 30, 2008                     $        278  $   11,452  $  6,819  $         (19) $        (573) $ (1,184) $  16,773
                                                                                                                         ---------
Comprehensive income:
   Net income                                                               194                                                194
   Net unrealized gain on securities
      available for sale, net of
      related tax effects of $114,000                                                      195                                 195
                                                                                                                         ---------
         Total comprehensive income                                                                                            389
                                                                                                                         ---------
Common stock held by ESOP allocated or
   committed to be allocated (6,145 shares)                                 (30)                           61                   31
                                             ------------  ----------  --------  -------------  -------------  --------  ---------

Balance at March 31, 2009                    $        278  $   11,452  $  6,983  $         176  $        (512) $ (1,184) $  17,193
                                             ============  ==========  ========  =============  =============  ========  =========
</TABLE>
See notes to consolidated financial statements.

                                        3
<PAGE>
                            GEORGETOWN BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     --------------------------------------
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                       March 31,
                                                                    2009        2008
                                                                  --------    --------
                                                                     (In thousands)
<S>                                                               <C>         <C>
Cash flows from operating activities:
   Net income (loss)                                              $    194    $   (292)
   Adjustments to reconcile net income (loss) to net cash
      used by operating activities:
         Provision for loan losses                                     182           8
         Accretion of securities, net                                  (24)        (23)
         Accretion of net deferred loan fees                           (43)         (5)
         Depreciation and amortization expense                         275         352
         (Increase) decrease in accrued interest receivable           (101)         63
         Income from bank-owned life insurance                          (2)        (20)
         ESOP compensation expense                                      31          44
         Net change in:
            Loans held for sale                                       (834)         --
            Other assets and liabilities                               (13)       (154)
                                                                  --------    --------
               Net cash used by operating activities                  (335)        (27)
                                                                  --------    --------

Cash flows from investing activities:
   Activity in available-for-sale securities:
      Maturities, prepayments and calls                              3,799       4,767
      Purchases                                                     (2,510)     (3,506)
   Activity in held-to-maturity securities:
      Maturities, prepayments and calls                                867       1,491
   Purchase of Federal Home Loan Bank stock                           (103)         --
   Loan principal originations, net                                (18,806)     (8,151)
   Purchase of premises and equipment                                  (74)        (81)
                                                                  --------    --------
               Net cash used by investing activities               (16,827)     (5,480)
                                                                  --------    --------
</TABLE>
                                   (continued)

See notes to consolidated financial statements.

                                        4
<PAGE>
                            GEORGETOWN BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     --------------------------------------

                                   (unaudited)
                                   (concluded)
<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                       March 31,
                                                                    2009        2008
                                                                  --------    --------
                                                                     (In thousands)
<S>                                                               <C>         <C>
Cash flows from financing activities:
   Net increase in deposits                                         30,111       3,865
   Net decrease in securities sold under agreements
      to repurchase                                                    (76)       (184)
   Net change in borrowings with maturities of
      three months or less                                         (11,150)     (8,850)
   Proceeds of Federal Home Loan Bank advances
      with maturities greater than three months                     15,500      15,500
   Repayments of Federal Home Loan Bank advances
      with maturities greater than three months                    (15,140)     (3,539)
   Net change in mortgagors' escrow accounts                            69          50
   Treasury stock purchased                                             --        (376)
                                                                  --------    --------
         Net cash provided by financing activities                  19,314       6,466

Net change in cash and cash equivalents                              2,152         959

Cash and cash equivalents at beginning of period                     5,455       5,603
                                                                  --------    --------

Cash and cash equivalents at end of period                        $  7,607    $  6,562
                                                                  ========    ========
Supplementary information:
   Interest paid on deposit accounts                              $  1,943    $  2,129
   Interest paid on borrowings                                       1,661       1,792
   Income taxes paid                                                    59         (71)
</TABLE>
See 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- and nine-month  periods
ended March 31, 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 2008 Consolidated  Financial Statements presented in the
Company's  Annual Report on Form 10-KSB filed with the  Securities  and Exchange
Commission on September 29, 2008. 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.  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.

                                       6
<PAGE>
      (3)   Net Income (Loss) Per Common Share

      Basic and diluted net income (loss) per common share (EPS)  represents the
loss or 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.

<TABLE>
<CAPTION>
                                                           Three Months Ended             Nine Months Ended
                                                                March 31,                     March 31,
                                                           2009           2008           2009           2008
                                                       -----------    -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>            <C>
Net income (loss) available to common stockholders     $    75,000    $   (65,000)   $   194,000    $  (292,000)
                                                       ===========    ===========    ===========    ===========

Basic common shares:
Weighted average shares outstanding                      2,638,387      2,645,260      2,638,387      2,662,799
Weighted average unallocated ESOP shares                   (52,469)       (60,662)       (54,520)       (63,136)
                                                       -----------    -----------    -----------    -----------
Basic weighted average shares outstanding                2,585,918      2,584,598      2,583,867      2,599,663

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

Diluted weighted average shares outstanding              2,585,918      2,584,598      2,583,867      2,599,663
                                                       ===========    ===========    ===========    ===========

Basic and diluted EPS                                  $      0.03    $     (0.03)   $      0.08    $     (0.11)
                                                       ===========    ===========    ===========    ===========
</TABLE>
      (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 March 31, 2009.

      (5)   Fair Value Measurements

      Effective  July 1,  2008,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 157 (SFAS 157), Fair Value Measurements, which provides
a  framework  for  measuring  fair value  under  generally  accepted  accounting
principles.  At the same time, the Company also adopted SFAS No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial Liabilities,  including
an  amendment  of FASB  Statement  No.  115.  SFAS  159  allows  an  entity  the
irrevocable  option to elect fair value treatment for the initial and subsequent
measurement  for  certain  financial  assets and  liabilities  on a  contract-by
contract basis. The Company did not elect fair value treatment for any financial
assets or liabilities upon adoption.

      In  October,  2008,  the FASB issued  FASB Staff  Position  No. FAS 157-3,
Determining  the Fair Value of a Financial  Asset When the Market for That Asset
Is Not Active (FSP 157-3).  FSP 157-3 clarifies the application of SFAS 157 in a
market  that  is  not  active  and  provides  an  example  to   illustrate   key
considerations  in  determining  the fair  value of a  financial  asset when the
market  for  that  financial  asset  is not  active.  FSP  157-3  was  effective
immediately  upon  issuance,  and  includes  prior  periods for which  financial
statements have not been issued.  The Company applied the guidance  contained in
FSP 157-3 in determining fair values at December 31, 2008, and it did not have a
material impact on the consolidated financial statements.

      In April 2009,  the FASB issued three related  Staff  Positions to further
clarify the application of SFAS 157 in the current economic environment,  modify
recognition of other-than-temporary  impairments of debt securities, and require
public companies to disclose the fair values of financial instruments in interim
periods.  The final Staff Positions are effective for interim and annual periods
ending after June 15, 2009,  with early  adoption  permitted for periods  ending
after  March  15,  2009 if all  three  Staff  Positions  or both the fair  value
measurements and other-than-

                                       7
<PAGE>

temporary  impairment  Staff Positions are adopted  simultaneously.  The Company
will adopt the Staff  Positions in the fourth  quarter of fiscal 2009,  and does
not expect  that they will have a  material  impact on the  Company's  financial
statements.

      In accordance  with SFAS 157, 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 -  Quoted  prices  in  active  markets  for  identical  assets  or
liabilities.  Level l assets and liabilities  include debt and equity securities
that are traded in an active  exchange.  Market  valuations  are  obtained  from
readily available pricing sources for market  transactions  involving  identical
assets or liabilities.

      Level 2 -  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.

      Level 3 -  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 private equity  investments,  residential  mortgage
servicing rights, and long-term derivative contracts.

      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 March 31, 2009 are
summarized below.

                                                                       Assets
                                     Level 1   Level 2   Level 3   at Fair Value
                                     -------   -------   -------   -------------
                                                    (In thousands)
Securities available for sale        $    --   $11,740   $    --   $      11,740

                                     -------------------------------------------
Total assets                         $    --   $11,740   $    --   $      11,740
                                     -------------------------------------------

      There were no assets  measured at fair value on a  non-recurring  basis at
March 31, 2009.

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.

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,

                                       8
<PAGE>
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 and nine months ended March 31,
2009   continued  to  improve,   as  the   Company's   profitability   increased
significantly.  Our improved financial  performance continued to be driven by an
expanding net interest margin,  primarily due to originations of higher-yielding
commercial  loans,  the  majority of which are  collateralized  by  multi-family
properties.  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. Additionally, the Company was never involved in
the  business  of  sub-prime  lending  and has no  financial  exposure to equity
investments  in Fannie Mae,  Freddie Mac or any equity  investment  or corporate
debt of the recently failed Wall Street investment banks.

Comparison of Financial Condition at March 31, 2009 and June 30, 2008

      Total assets  increased by $19.9 million,  or 10.8%,  to $204.6 million at
March 31,  2009,  from $184.7  million at June 30,  2008.  The increase in total
assets  resulted  primarily  from  increases  in net  loans  and  cash  and cash
equivalents,  partially offset by decreases in investment securities.  Net loans
increased  $19.5 million,  or 13.1%,  to $168.4 million at March 31, 2009,  from
$148.9  million at June 30, 2008,  primarily due to an $11.4  million,  or 49.8%
increase in commercial  real estate loans, a $4.2 million,  or 21.9% increase in
commercial  construction  loans and a $4.3  million,  or 36.9%  increase in home
equity  loans,  partially  offset  by  a  $2.3  million,  or  2.5%  decrease  in
residential mortgage loans. The changing mix of the loan portfolio has increased
risk for the Company,  however the risk is somewhat mitigated by the fact that a
portion of the  commercial  real estate and  commercial  construction  loans are
collateralized by residential property. Cash and cash equivalents increased $2.1
million,  or 39.4%,  primarily  related to  deposit  inflows  associated  with a
December promotion. Total investment securities decreased $1.7 million, or 7.8%,
to $20.3 million at March 31, 2009,  from $22.0 million at June 30, 2008,  which
reflected  the use of  investment  cash flows to fund loan demand.  At March 31,
2009 investment  securities were comprised of  government-sponsored  enterprises
debt  obligations,  mortgage-backed  securities,  all of which are guaranteed by
United States Government agencies or  government-sponsored  enterprises and FHLB
stock. Our investment securities impairment  considerations generally arise from
fluctuations  in market  interest  rates.  At March 31, 2009, no securities were
deemed to be  other-than-temporarily  impaired.  Total earning assets  increased
$16.5 million, or 9.4%, to $191.5 million at March 31, 2009, from $175.0 million
at June 30, 2008.

      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.

                                                     At March 31,   At June 30,
                                                     ------------   -----------
                                                         2009           2008
                                                     ------------   -----------
                                                       (Dollars in thousands)
Non-accrual loans:
   One-to-four family                                $        217   $       508
   Residential construction                                    66            --
   Home equity loans and lines of credit                       --            47
   Multi-family and commercial real estate                     --            --
   Commercial construction                                     --           612
   Commercial                                                  --            --
   Consumer                                                    --            --
                                                     ------------   -----------
   Total non-accrual loans                                    283         1,167

Restructured loans                                             --           219
                                                     ------------   -----------

   Total non-performing loans                                 283         1,386

Real estate owned                                              --            --
                                                     ------------   -----------

   Total non-performing assets                       $        283   $     1,386
                                                     ============   ===========

Ratios:
   Non-performing loans to total loans                       0.17%         0.92%
   Non-performing assets to total assets                     0.14%         0.75%

      Asset quality  continued to improve,  as  non-performing  assets decreased
$1.1 million to $283,000 at March 31, 2009  compared to $1.4 million at June 30,
2008,  primarily due to loan pay-offs.  These balances represented .14% of total
assets at March 31, 2009 and .75% of total assets at June 30, 2008. At March 31,
2009, there was one restructured loan totaling $217,000 that was included in the
non-accrual  loan total. The allowance for loan losses was $1.4 million at March
31, 2009 and $1.2 million at June 30, 2008. The allowance  represented  0.82% of
total

                                       9
<PAGE>
loans at March 31, 2009 and 0.81% of total loans at June 30, 2008.  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 490.11% at March 31, 2009 and 87.45% at June 30, 2008.

      Total deposits increased by $30.1 million,  or 28.3%, to $136.4 million at
March 31, 2009,  from $106.3  million at June 30, 2008. The increase in deposits
was  primarily  due to  increases  in  certificates  of deposit and money market
accounts  and was  partially  offset  by  decreases  in demand  deposit  and NOW
accounts.  Certificates of deposit increased $21.3 million, or 56.5%,  including
$900,000  in  brokered  certificates  of  deposit,  and  money  market  accounts
increased $10.4 million, or 31.1%. These increases  reflected  promotional rates
advertised in local newspapers.  Demand deposit accounts decreased $1.4 million,
or 10.1% and NOW accounts decreased $716,000, or 7.1%.

      Total  borrowings  from the Federal Home Loan Bank (FHLB)  decreased $10.8
million,  or  18.2%,  as  deposit  increases  were  used  to  pay  off  maturing
borrowings.

      Total stockholders'  equity increased $419,000,  or 2.5%, to $17.2 million
at March 31,  2009,  from $16.8  million at June 30, 2008,  primarily  due to an
increase in net unrealized  gains on  available-for-sale  securities of $195,000
and net income of $194,000,  as well as a net $31,000  decrease  associated with
the  Company's  employee  stock  ownership  plan.  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 March 31, 2009 and
2008

      General. Net income for the three months ended March 31, 2009 was $75,000,
or $.03 per basic and diluted share,  compared to a net loss of $65,000, or $.03
per basic and  diluted  share for the three  months  ended March 31,  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 $355,000, or 15.3%, to $2.7
million for the three  months  ended  March 31,  2009 from $2.3  million for the
three months ended March 31, 2008. The increase in interest income was primarily
due to an increase in the average  balance of  interest-earning  assets of $29.9
million,  or 18.7%, to $189.8 million for the three months ended March 31, 2009,
from $160.0 million for the same period in 2008,  partially offset by a 16 basis
point decrease in the average yield on interest-earning  assets to 5.63% for the
three months ended March 31, 2009, from 5.79% for the same period in 2008.

      Interest income on loans increased $433,000, or 21.1%, to $2.5 million for
the three months  ended March 31,  2009,  from $2.0 million for the three months
ended March 31, 2008. The increase was due to an increase in the average balance
of loans of $31.4  million,  or 22.9%,  to $168.2  million for the three  months
ended March 31, 2009,  from $136.8  million for the three months ended March 31,
2008, partially offset by a decrease in average loan yields of 9 basis points to
5.89% for the three months ended March 31, 2009, from 5.98% for the three months
ended March 31, 2008.

      Interest and dividend income on investment  securities  decreased $69,000,
or 26.3% for the three months ended March 31, 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 $1.4 million, or 6.4%, to $20.6 million for
the three months ended March 31, 2009,  from $22.0  million for the three months
ended March 31, 2008 and by a decrease in average investment yields of 101 basis
points to 3.77% for the three months  ended March 31,  2009,  from 4.78% for the
three months ended March 31, 2008.

      Interest income on short-term  investments  decreased $9,000, or 96.9% for
the three months ended March 31, 2009  compared to the same period in 2008.  The
decrease  in  interest  income  was  primarily  due  to a  decrease  in  average
short-term  investment  yields of 294 basis points to 0.10% for the three months
ended March 31, 2009, from 3.04% for the three months ended March 31, 2008.

      Interest  Expense.  Interest expense decreased  $22,000,  or 1.7%, to $1.2
million for the three  months  ended March 31,  2009.  The  decrease in interest
expense was  primarily  due to a 68 basis point  decrease in the average cost of
interest-bearing liabilities to 2.88% for the three months ended March 31, 2009,
from 3.56% for the same period in 2008,  partially  offset by an increase in the
average balance of  interest-bearing  liabilities of $29.8 million, or 21.3%, to
$169.1  million for the three months ended March 31, 2009,  from $139.4  million
for the same period in 2008.

      Interest expense on interest-bearing deposits increased $81,000, or 12.7%,
to $721,000 for the three months  ended March 31,  2009,  from  $640,000 for the
same  period in 2008.  The  increase  was  primarily  due to an  increase in the
average  balance of  interest-bearing  deposits of $33.4 million,  or 38.6%,  to
$119.9  million for the three months ended March 31, 2009 from $86.5 million for
the same period in 2008,  partially  offset by a 55 basis point  decrease in the
average  cost of  interest-bearing  deposits to 2.41% for the three months ended
March 31, 2009, from 2.96% for the same period in 2008.

      Interest  expense on FHLB  short-term  and  long-term  advances  decreased
$101,000,  or 17.1%, to $496,000 for the three months ended March 31, 2009, from
$597,000 for the same period in 2008.  The decrease  was  primarily  due to a 51
basis point  decrease  in the  average  cost of FHLB  short-term  and  long-term
advances to 4.07% for the three months ended March 31, 2009,  from 4.58% for the
same period in 2008,  partially  offset by an increase of in the average balance
of FHLB  short-term  and long-term  advances of $3.3 million,  or 6.4%, to $48.8
million for the three  months  ended  March 31, 2009 from $52.1  million for the
same period in 2008

                                       10
<PAGE>
      Net Interest Income. Net interest income increased $377,000,  or 34.9%, to
$1.5 million for the three  months  ended March 31, 2009,  from $1.1 million for
the same period in 2008.  The increase in net interest  income was primarily the
result of a 37 basis  point  increase  in net  interest  margin to 3.06% for the
three months ended March 31, 2009, from 2.69% for the same period ended 2008 and
by the  $121,000 or 0.6%,  increase in net  average  interest-earning  assets to
$20.7 million for the three months ended March 31, 2009.

      Provision  for Loan Losses.  The  provision  for loan losses for the three
months  ended March 31, 2009 and for the three  months  ended March 31, 2008 was
$4,000.  Loan  charge-offs  were $4,000 and loan  recoveries were $3,000 for the
three months ended March 31, 2009, as compared to loan charge-offs of $3,000 and
loan recoveries of $4,000 for the same period in 2008.

      Non-interest  Income.  Non-interest income increased $72,000, or 47.3%, to
$224,000 for the three months ended March 31, 2009,  from  $152,000 for the same
period in 2008. The increase was primarily  related to gains of $62,000 from the
sale of $4.9  million  in loans  classified  as  available  for  sale.  The gain
included  $37,000 of income  related to the  recognition  of mortgage  servicing
assets.

      Non-interest  Expense.  Non-interest expense increased $148,000, or 10.5%,
to $1.6 million for the three months ended March 31, 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,  other  general and  administrative
expense and advertising  expense,  partially offset by decreases in professional
fees  and  occupancy  and  equipment  expense.  Salaries  and  benefits  expense
increased $109,000, or 14.9%,  primarily due to $33,000 of costs associated with
supplemental employee retirement plan (SERP) agreements, which were restructured
in June 2008, and a $4,000 increase in costs related to the Company's  incentive
plan.  Occupancy expense decreased $29,000,  or 12.6%, to $201,000 for the three
months  ended  March  31,  2009,  from  $230,000  for the same  period  in 2008,
primarily due to a reduction of equipment  depreciation related to the Company's
main office.  Data processing  expense  increased $7,000, or 7.9%, for the three
months ended March 31,  2009,  from the same period in 2008.  Professional  fees
decreased  $50,000,  or 35.5%,  to $90,000 for the three  months ended March 31,
2009, from $140,000 the same period in 2008, as 2008 expense included consulting
fees  associated with the  implementation  of compliance with section 404 of the
Sarbanes-Oxley  Act  (SOX  404) and with  the  restructuring  of the  collateral
assignment  split-dollar  (CASD) agreements and the SERP agreements with certain
executive  officers of the Company.  Advertising  expense  increased  $39,000 or
126.0% to $70,000 for the three months ended March 31, 2009 from $31,000 for the
same period in 2008, primarily related to deposit promotional activities.  Other
general and administrative expenses increased $72,000, or 37.1%, to $266,000 for
the three months ended March 31, 2009,  from the same period in 2008,  primarily
due to $29,000 in  expenses  associated  with the sale of one other real  estate
owned  (OREO)  property  and a $27,000  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 $108,000 for the three
months ended March 31, 2009  resulted in an income tax  provision of $33,000 for
the three  months ended March 31,  2009,  as compared to the loss before  income
taxes of $193,000  and income tax benefit of $128,000 for the three months ended
March 31,  2008.  The  effective  tax rates for the three months ended March 31,
2009 and 2008 were 30.2% and 66.4%, respectively. The effective tax rate for the
three months ended March 31, 2008 reflected the tax impact of the  restructuring
of the CASD agreements.

                                       11
<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 March 31,
                                                     At March 31,      -------------------------------------------------------------
                                                        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                                        $   169,797      6.01% $   168,174  $  2,477    5.89% $   136,791  $  2,044    5.98%
   Investment securities (1)                         20,265      3.70%      20,571       194    3.77%      21,986       263    4.78%
   Short-term investments                             1,421      0.10%       1,088        --    0.10%       1,185         9    3.04%
                                                -----------            -----------  --------          -----------  --------
      Total interest-earning assets                 191,483      5.72%     189,833     2,671    5.63%     159,962     2,316    5.79%
   Non-interest-earning assets                       13,130                 11,047        --                9,159        --
                                                -----------            -----------  --------          -----------  --------
   Total assets                                 $   204,613            $   200,880  $  2,671          $   169,121  $  2,316
                                                ===========            ===========  ========          ===========  ========

   Interest-bearing liabilities:
   Savings deposits                             $    10,976      0.11% $    10,417  $      3    0.12% $    10,158  $      6    0.24%
   NOW accounts                                       9,341      0.09%       9,433         3    0.13%       9,236        10    0.43%
   Money market accounts                             43,939      1.75%      41,003       202    1.97%      28,404       192    2.70%
   Certificates of deposit                           59,009      3.49%      59,030       513    3.48%      38,680       432    4.47%
                                                -----------            -----------  --------          -----------  --------
      Total interest-bearing deposits               123,265      2.31%     119,883       721    2.41%      86,478       640    2.96%
   FHLB advances                                     48,531      3.93%      48,802       496    4.07%      52,122       597    4.58%
   Repurchase agreements                                476      0.50%         416        --    0.00%         751         2    1.07%
                                                -----------            -----------  --------          -----------  --------
      Total interest-bearing liabilities            172,272      2.76%     169,101     1,217    2.88%     139,351     1,239    3.56%
Non-interest-bearing liabilities:
   Demand deposits                                   13,138                 12,975                         11,777
   Other non-interest-bearing liabilities             2,010                  1,616                            626
                                                -----------            -----------                    -----------
Total liabilities                                   187,420                183,692                        151,754
   Stockholders' equity                              17,193                 17,188                         17,367
                                                -----------            -----------                    -----------
      Total liabilities and equity              $   204,613            $   200,880                    $   169,121
                                                ===========            ===========                    ===========

Net interest income                                                                 $  1,454                       $  1,077
                                                                                    ========                       ========
Net interest rate spread (2)                                     2.96%                          2.75%                          2.23%
Net interest-earning assets (3)                 $    19,211            $    20,732                    $    20,611
                                                ===========            ===========                    ===========
Net interest margin (4)                                                                         3.06%                          2.69%
Average of interest-earning
   assets to interest-bearing
   liabilitities                                               111.15%                        112.26%                        114.79%
</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.

                                       12
<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.

                                           Three Months Ended March 31,
                                                   2009 vs. 2008
                                       -------------------------------------
                                       Increase (Decrease) Due to
                                       --------------------------
                                          Volume         Rate          Net
                                        ---------       -------      ------
                                                    (In thousands)
Interest-earning assets:
Loans                                   $     469       $   (36)     $  433
Investment securities                         (17)          (52)        (69)
Short-term investments                         (1)           (8)         (9)
                                        ---------       -------      ------

   Total interest-earning assets              451           (96)        355
                                        ---------       -------      ------

Interest-bearing liabilities:
Savings deposits                               --            (3)         (3)
NOW accounts                                   --            (7)         (7)
Money market accounts                          85           (75)         10
Certificates of deposit                       227          (146)         81
                                        ---------       -------      ------
Total interest-bearing deposits               312          (231)         81
FHLB advances                                 (38)          (63)       (101)
Repurchase agreements                          (1)           (1)         (2)
                                        ---------       -------      ------
   Total interest-bearing liabilities         273          (295)        (22)
                                        ---------       -------      ------

Change in net interest income           $     178       $   199      $  377
                                        =========       =======      ======

Comparison  of  Operating  Results for the Nine Months  Ended March 31, 2009 and
2008

      General. Net income for the nine months ended March 31, 2009 was $194,000,
or $.08 per basic and diluted share, compared to a net loss of $292,000, or $.11
per basic and  diluted  share for the nine  months  ended  March 31,  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 our provision for
loan losses and an increase in non-interest expense.

      Interest Income.  Interest income increased by $916,000, or 13.2%, to $7.9
million for the nine months ended March 31, 2009, from $7.0 million for the nine
months ended March 31, 2008.  The increase in interest  income was primarily due
to an  increase  in the  average  balance  of  interest-earning  assets of $25.0
million,  or 15.9%,  to $182.2 million for the nine months ended March 31, 2009,
from $157.2 million for the same period in 2008,  partially offset by a 14 basis
point decrease in the average yield of interest-earning  assets to 5.77% for the
nine months ended March 31, 2009, from 5.91% for the same period in 2008.

      Interest income on loans increased $1.1 million, or 18.5%, to $7.2 million
for the nine months ended March 31, 2009,  from $6.1 million for the nine months
ended March 31, 2008. The increase was due to an increase in the average balance
of loans of $27.0 million, or 20.2%, to $160.4 million for the nine months ended
March 31,  2009,  from $133.4  million for the nine months ended March 31, 2008,
partially offset by a decrease in average loan yields of 8 basis points to 6.02%
for the nine months ended March 31,  2009,  from 6.10% for the nine months ended
March 31, 2008.

      Interest and dividend income on investment  securities decreased $189,000,
or 22.7% for the nine months ended March 31, 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 $1.9 million, or 8.3%, to $20.8 million for
the nine months  ended March 31,  2009,  from $22.7  million for the nine months
ended March 31, 2008 and by a decrease in average  investment yields of 77 basis
points to 4.10% for the nine  months  ended March 31,  2009,  from 4.87% for the
nine months ended March 31, 2008.

      Interest income on short-term  investments decreased $28,000, or 82.5% for
the nine months  ended March 31, 2009  compared to the same period in 2008.  The
decrease  in  interest  income  was  primarily  due  to a  decrease  in  average
short-term  investment  yields of 335 basis  points to 0.79% for the nine months
ended March 31, 2009, from 4.14% for the nine months ended March 31, 2008.

                                       13
<PAGE>
      Interest Expense.  Interest expense decreased  $323,000,  or 8.2%, to $3.6
million for the nine months ended March 31, 2009, from $3.9 million for the nine
months ended March 31, 2008. The decrease in interest  expense was primarily due
to a 84 basis point decrease in the average cost of interest-bearing liabilities
to 2.97% for the nine  months  ended  March 31,  2009,  from  3.81% for the same
period in 2008,  partially  offset by an  increase  in the  average  balance  of
interest-bearing  liabilities of $24.1 million,  or 17.6%, to $161.0 million for
the nine months ended March 31, 2009, from $136.9 million for the same period in
2008.

      Interest expense on interest-bearing deposits decreased $177,000, or 8.3%,
to $1.9 million for the nine months ended March 31, 2009,  from $2.1 million for
the same period in 2008.  The  decrease  was  primarily  due to a 84 basis point
decrease in the average cost of interest-bearing  deposits to 2.44% for the nine
months ended March 31, 2009,  from 3.28% for the same period in 2008,  partially
offset by an  increase in the average  balance of  interest-bearing  deposits of
$19.6 million,  or 22.8%,  to $105.6 million for the nine months ended March 31,
2009 from $86.0 million for the same period in 2008.

      Interest  expense on FHLB  short-term  and  long-term  advances  decreased
$142,000 or 7.9%, to $1.6 million for the nine months ended March 31, 2009.  The
decrease was primarily  due to a 77 basis point  decrease in the average cost of
FHLB short-term and long-term  advances to 4.01% for the nine months ended March
31,  2009,  from  4.78%  for the same  period  in 2008,  partially  offset by an
increase in the average  balance of FHLB  short-term  and long-term  advances of
$4.8 million, or 9.7%, to $54.8 million for the nine months ended March 31, 2009
from $50.0 million for the same period in 2008.

      Net Interest Income. Net interest income increased $1.2 million, or 40.5%,
to $4.3 million for the nine months ended March 31, 2009,  from $3.1 million for
the same period in 2008.  The increase in net interest  income was primarily the
result of a 55 basis point increase in net interest margin to 3.14% for the nine
months  ended March 31,  2009,  from 2.59% for the same period ended 2008 and by
the $896,000 or 4.41%, increase in net average  interest-earning assets to $21.2
million for the nine months  ended March 31,  2009,  from $20.3  million for the
same period in 2008.

      Provision  for Loan  Losses.  The  provision  for loan losses for the nine
months ended March 31, 2009 was $182,000, compared to $8,000 for the nine months
ended  March 31,  2008,  reflecting  the  increased  risk in the loan  portfolio
resulting from the increase in commercial  loans as a percentage of total loans.
Loan  charge-offs  were  $14,000  and loan  recoveries  were $8,000 for the nine
months ended March 31, 2009, as compared to loan  charge-offs of $6,000 and loan
recoveries of $40,000 for the same period in 2008.

      Non-interest  Income.  Non-interest income increased $66,000, or 12.8%, to
$579,000 for the nine months ended March 31,  2009,  from  $513,000 for the same
period in 2008. The increase was primarily  related to gains of $62,000 from the
sale of $4.9  million  in loans  classified  as  available  for  sale.  The gain
included  $37,000 of income  related to the  recognition  of mortgage  servicing
assets.  Customer  service  fees  increased  $12,000,  or 2.5%  and  other  fees
increased $10,000,  or 38.5%, while income from bank-owned life insurance (BOLI)
decreased  $18,000,  or  88.9%,  primarily  due to an  adjustment  of  the  cash
surrender value of variable BOLI.

      Non-interest Expense. Non-interest expense increased $286,000, or 7.0%, to
$4.4 million for the nine months ended March 31, 2009, from $4.1 million for the
same period in 2008. The increase in  non-interest  expense was primarily due to
an increase in salaries and benefits,  other general and administrative expenses
and  advertising  expense,  partially  offset by a  decrease  in  occupancy  and
equipment expense and professional fees. Salaries and benefits expense increased
$268,000,  or 12.5%,  primarily  due to  $99,000 of costs  associated  with SERP
agreements,  which were  restructured in June 2008,  $19,000 of costs associated
with one  additional  employee  and a $33,000  increase in costs  related to the
Company's  incentive plan.  Occupancy  expense decreased  $70,000,  or 10.6%, to
$591,000 for the nine months ended March 31,  2009,  from  $661,000 for the same
period in 2008,  primarily due to a reduction of equipment  depreciation related
to the Company's main office.  Data processing  expense  increased  $14,000,  or
5.3%,  for the nine months ended March 31,  2009,  from the same period in 2008.
Professional fees decreased  $61,000,  or 20.2%, for the nine months ended March
31, 2009, from the same period in 2008, as 2008 expense included consulting fees
associated  with  the  implementation  of  compliance  with SOX 404 and with the
restructuring  of the CASD  agreements  and the  SERP  agreements  with  certain
executive  officers of the Company.  Advertising  expense  increased  $57,000 or
44.8% to $185,000 for the nine months ended March 31, 2009 from $128,000 for the
same period in 2008, primarily related to deposit promotional activities.  Other
general and administrative expenses increased $78,000, or 13.0%, to $678,000 for
the nine months  ended March 31, 2009,  from the same period in 2008,  primarily
due to $43,000 in  expenses  associated  with the sale of one OREO  property,  a
$44,000 increase in 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,  a $16,000,  or 220.3% increase in service charges from other banks,
due to a  significant  reduction in earnings  credits used to pay for  services,
partially  offset by a $36,000,  or 89.2%  reduction in fees associated with our
overdraft privilege program. 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 $306,000 for the nine
months ended March 31, 2009  resulted in an income tax provision of $112,000 for
the nine months  ended  March 31,  2009,  as compared to the loss before  income
taxes of $539,000  and income tax benefit of $247,000  for the nine months ended
March 31,  2008.  The  $112,000  provision  for income taxes for the nine months
ended March 31, 2009 included  $13,000 in additional state income tax provision,
reflecting 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.  The effective tax rates for the nine months ended March 31, 2009 and 2008
were 36.6% and 45.9%,  respectively.  The effective tax rate for the nine months
ended March 31, 2008 reflected the tax impact of the  restructuring  of the CASD
agreements.

                                       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>
                                                                                       Nine Months Ended March 31,
                                                    At March 31,       -------------------------------------------------------------
                                                        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                                        $   169,797      6.01% $   160,433  $  7,240    6.02% $   133,437  $  6,107    6.10%
   Investment securities (1)                         20,265      3.70%      20,792       639    4.10%      22,666       828    4.87%
   Short-term investments                             1,421      0.10%       1,009         6    0.79%       1,095        34    4.14%
                                                -----------            -----------  --------          -----------  --------
      Total interest-earning assets                 191,483      5.72%     182,234     7,885    5.77%     157,198     6,969    5.91%
   Non-interest-earning assets                       13,130                 10,845        --                9,453        --
                                                -----------            -----------  --------          -----------  --------
   Total assets                                 $   204,613            $   193,079  $  7,885          $   166,651  $  6,969
                                                ===========            ===========  ========          ===========  ========

   Interest-bearing liabilities:
   Savings deposits                             $    10,976      0.11% $    10,216  $      9    0.12% $    10,823  $     22    0.27%
   NOW accounts                                       9,341      0.09%       9,309         9    0.13%       9,272        84    1.21%
   Money market accounts                             43,939      1.75%      37,384       637    2.27%      26,573       676    3.39%
   Certificates of deposit                           59,009      3.49%      48,734     1,282    3.51%      39,367     1,332    4.51%
                                                -----------            -----------  --------          -----------  --------
      Total interest-bearing deposits               123,265      2.31%     105,643     1,937    2.44%      86,035     2,114    3.28%
   FHLB advances                                     48,531      3.93%      54,837     1,650    4.01%      50,005     1,792    4.78%
   Repurchase agreements                                476      0.50%         527         2    0.51%         827         6    0.97%
                                                -----------            -----------  --------          -----------  --------
      Total interest-bearing liabilities            172,272      2.76%     161,007     3,589    2.97%     136,867     3,912    3.81%
Non-interest-bearing liabilities:
   Demand deposits                                   13,138                 13,544                         11,582
   Other non-interest-bearing liabilities             2,010                  1,467                            674
                                                -----------            -----------                    -----------
Total liabilities                                   187,420                176,018                        149,123
   Stockholders' equity                              17,193                 17,061                         17,528
                                                -----------            -----------                    -----------
      Total liabilities and equity              $   204,613            $   193,079                    $   166,651
                                                ===========            ===========                    ===========

Net interest income                                                                 $  4,296                       $  3,057
                                                                                    ========                       ========
Net interest rate spread (2)                                     2.96%                          2.80%                          2.10%
Net interest-earning assets (3)                 $    19,211            $    21,227                    $    20,331
                                                ===========            ===========                    ===========
Net interest margin (4)                                                                         3.14%                          2.59%
Average of interest-earning
   assets to interest-bearing
   liabilitities                                               111.15%                        113.18%                        114.85%
</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.

                                               Nine Months Ended March 31,
                                                       2009 vs. 2008
                                           -------------------------------------
                                           Increase (Decrease) Due to
                                           --------------------------
                                              Volume        Rate          Net
                                            ---------      -------      ------
                                                       (In thousands)
Interest-earning assets:
Loans                                       $   1,236      $  (103)     $1,133
Investment securities                             (68)        (121)       (189)
Short-term investments                             (3)         (25)        (28)
                                            ---------      -------      ------

   Total interest-earning assets                1,165         (249)        916
                                            ---------      -------      ------

Interest-bearing liabilities:
Savings deposits                                   (1)         (12)        (13)
NOW accounts                                       --          (75)        (75)
Money market accounts                             275         (314)        (39)
Certificates of deposit                           317         (367)        (50)
                                            ---------      -------      ------
Total interest-bearing deposits                   591         (768)       (177)
FHLB advances                                     173         (315)       (142)
Repurchase agreements                              (2)          (2)         (4)
                                            ---------      -------      ------
   Total interest-bearing liabilities             762       (1,085)       (323)
                                            ---------      -------      ------

Change in net interest income               $     403      $   836      $1,239
                                            =========      =======      ======

      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 March 31, 2009, cash and cash equivalents
totaled $7.6 million. Securities classified as available-for-sale, which provide
additional  sources of liquidity,  totaled $11.7 million at March 31, 2009.  Our
policies also allow for access to the wholesale  funds market for up to 50.0% of
total assets, or $102.3 million. At March 31, 2009, we had $48.5 million in FHLB
advances outstanding and $901,000 in brokered certificates of deposit,  allowing
the Company  access to an additional  $52.9 million in wholesale  funds based on
policy guidelines.

      At March 31, 2009,  we had $2.7 million in loan  commitments  outstanding,
none of which are  intended  for sale in the  secondary  market.  In addition to
commitments  to originate  loans,  we had $19.4 million in  unadvanced  funds to
borrowers.  Related to our secondary market  activities,  we had $4.5 million of
forward  loan  sale  commitments  at March  31,  2009,  the fair  value of which
approximated  zero at March 31, 2009.  These forward loan sale  commitments were
used to offset the  interest  rate risk  associated  with  uncommitted  mortgage
loans, which have had their interest rate locked by our customers.  Certificates
of deposit due within one year of March 31, 2009 totaled $29.4 million, or 21.6%
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  March 31,  2009.  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.

                                       16
<PAGE>
      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 nine  months  ended  March 31,  2009,  we
originated  $51.0  million of loans and  purchased  $2.5  million in  investment
securities. We also sold $4.9 million in residential mortgage loans for the nine
months ended March 31, 2009.

      Financing  activities  consist  primarily of activity in deposit accounts,
FHLB  borrowings  and  advances  and  the  sale  of  residential  mortgages.  We
experienced  a net  increase  in total  deposits  of $30.1  million for the nine
months ended March 31, 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 $10.8  million
during the nine months ended March 31, 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 March 31, 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.
Management  believes  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 March 31,
2009,  the Bank's Tier one  capital  ratio was 7.16%  compared to the  requested
target of 7.50%. On May 12, 2009, the Company down-streamed  $750,000 of cash to
the Bank,  which increased the Bank's Tier one capital and brought the Bank into
compliance with the requested target. The Company has an additional $1.1 million
of cash  available  to  down-stream  to the Bank to support  its future  capital
needs.

      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 and will  require  that the
Company issue common stock warrants  representing  15% of the ultimate amount of
senior  preferred  stock  issued.  While  the  Company  and the  Bank  are  both
well-capitalized,  participation  in the  program is  expected  to  enhance  the
Company's  flexibility  in meeting  future  capital  needs  that may arise.  Our
application is under review by the United States  Treasury.  The Company has not
made a final determination as to participation in the program.

      Off-Balance Sheet Arrangements.  For the nine months ended March 31, 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.

                                       17
<PAGE>
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 March 31, 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: May 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, Treasurer and Chief
                                    Financial Officer
                                    (Principal Accounting and Financial Officer)

                                       19