UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                           COMMISSION FILE NO. 0-11786


                              VILLAGE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)


         Connecticut                                         06-1076844
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                         Identification Number)


                25 Prospect Street   Ridgefield, Connecticut 06877
              (Address of principal executive offices and Zip Code)


Registrant's telephone number, including area code          (203) 438-9551


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.



          Class                                   Outstanding at April 30, 1997
Common Stock, $3.33 Par Value                              952,317 shares


<PAGE>


                              VILLAGE BANCORP, INC.

                                TABLE OF CONTENTS


                                                                        PAGE NO.


PART I. FINANCIAL INFORMATION:


     ITEM 1. Financial Statements

         Condensed Consolidated Balance Sheets
              March 31, 1997 and December 31, 1996 (unaudited). . . . . . . . 1


         Condensed Condolidated Statements of Income For The
              Three Months Ended March 31, 1997 and 1996 (unaudited). . . . . 2


         Condensed Consolidated Statements of Cash Flows For The
              Three Months Ended March 31, 1997 and 1996 (unaudited). . . . . 3


         Notes to Condensed Consolidated Financial Statements
              (unaudited). . . . . . . . . . . . . . . . . . . .  . . . . . . 4


     ITEM 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations . . . . . . . . . . . . . 8


PART II. OTHER INFORMATION:

     ITEM 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 11

     ITEM 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . 11

     ITEM 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . 11

     ITEM 4. Results of votes of Security holders. . . . . . . . . . . . . . 11

     ITEM 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . 12

     ITEM 6. (a). Exhibits. . . . . . . . . . . . . . . . . . . . . . . . .  12

             (b). Reports on Form 8-K . . . . . . . . . . . . . . . . . . .  12

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13


<PAGE>


VILLAGE BANCORP, INC.

_______________________________________________________________________________

PART I. - FINANCIAL INFORMATION


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
--------------------------------------------------------------------------------
ASSETS                                           March 31, 1997   Dec. 31, 1996
                                                 --------------   -------------
                                                          (In thousands)

Cash and due from banks                               $   9,318       $   8,545
Federal funds sold                                        4,450           6,600
                                                      ---------       ---------
Total cash and cash equivalents                          13,768          15,145

Securities:
      Available-for-sale, at fair value                  13,644          15,706
      Held-to-maturity, at amortized cost (fair
      value of $26,345 at March 31, 1997 and
      $17,135 at December 31, 1996)                      26,615          17,198

Federal Home Loan Bank stock, at cost                       712             712
Loans, net of deferred loan fees - Note C               131,320         126,836
Allowance for loan losses                                (1,359)         (1,356)
                                                       --------       ---------
Loans - net                                             129,961         125,480

Loans held for sale                                        --                50
Bank premises and equipment - net                         1,503           1,509
Accrued interest and other assets                         4,959           3,750
                                                      ---------       ---------

TOTAL ASSETS                                           $191,162       $ 179,550
                                                      =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
      Noninterest bearing                             $  15,651       $  15,125
      Interest bearing                                  158,007         147,500
                                                      ---------       ---------
      Total deposits                                    173,658         162,625

Accrued interest payable                                  1,230             912
Other liabilities                                           790             716
                                                      ---------       ---------

      Total liabilities                                 175,678         164,253
                                                      ---------       ---------

Stockholders' Equity:
      Common stock,  par value $3.33 per share;
         authorized - 2,000,000  shares,
         issued and outstanding, 952,317 at March 31,
         1997 and 952,117 at Dec. 31, 1996                3,172           3,171
      Additional paid-in capital                          7,997           7,996
      Retained earnings                                   4,381           4,143
      Net unrealized losses on available-
         for-sale securities, net of tax                    (66)            (13)
                                                      ---------       ---------

      Total stockholders' equity                         15,484          15,297
                                                      ---------       ---------

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY             $ 191,162       $ 179,550
                                                      =========       =========

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 1 -


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
--------------------------------------------------------------------------------
                                                THREE MONTHS ENDED MARCH 31,
                                                     1997         1996
                                                 ----------    ----------
                                           (In thousands, except per share data)
INTEREST INCOME:
      Loans, including fees                      $  2,713     $  2,648
      Securities:
         Taxable                                      457          483
         Tax-exempt                                    35           29
      Federal funds sold                              107          133
                                                 --------     --------

      Total interest income                         3,312        3,293

INTEREST EXPENSE ON DEPOSITS                        1,343        1,328
                                                 --------     --------

NET INTEREST INCOME                                 1,969        1,965

PROVISION FOR LOAN LOSSES                              15           30
                                                 --------     --------

NET INTEREST INCOME AFTER PROVISION
      FOR LOAN LOSSES                               1,954        1,935
                                                 --------     --------

OTHER INCOME:
      Other operating income                          133          121
                                                 --------     --------
      Total other income                              133          121
                                                 --------     --------

OTHER EXPENSES:
      Salaries and employee benefits                  813          781
      Net occupancy                                   141          153
      Furniture and equipment                          58           70
      Data processing services                        140          129
      Regulatory assessments                            3            1
      Printing, stationery and supplies                40           43
      Other operating expenses                        318          269
                                                 --------     --------
      Total other expenses                          1,513        1,446
                                                 --------     --------

INCOME BEFORE PROVISION FOR INCOME TAXES              574          610
PROVISION FOR INCOME TAXES                            165          218
                                                 --------     --------

NET INCOME                                       $    409     $    392
                                                 ========     ========


PER SHARE DATA - Note E:
Cash dividends declared                          $    .18     $    .15
Net income                                       $    .42     $    .41
Weighted average number of common and
      common equivalent shares outstanding        963,714      957,181

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     - 2 -


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
--------------------------------------------------------------------------------
                                                                 Three Months
                                                                Ended March 31,
                                                               1997        1996
                                                              -----       -----
                                                                (In thousands)
OPERATING ACTIVITIES:
Net income                                                  $   409     $   392
Adjustments to reconcile net income to net cash
 provided (used) by operating activities:
      Provision for loan losses                                  15          30
      Provision for depreciation and amortization                59          61
      (Accretion)/amortization of security
         premiums/discounts - net                               (13)       (151)
      Net decrease in deferred loan fees                        (21)        (39)
      Increase in interest payable                              318         235
      Increase in accrued income and other assets            (1,172)       (297)
      Increase in other liabilities                              74         208
      Origination of loans held for sale                     (2,499)     (3,367)
      Proceeds from sales of loans                            2,549       3,602
                                                            -------     -------

Net cash (used) provided by operating activities               (281)        674
                                                            -------     -------

INVESTING ACTIVITIES:
Proceeds from maturities of available-for-sale securities     2,018       4,086
Proceeds from maturities of held-to-maturity securities           3         501
Purchases of held-to-maturity securities                     (9,453)     (9,263)
Net (increase) decrease in loans                             (4,475)      1,337
Purchases of premises and equipment                             (53)        (36)
                                                            -------     -------

Net cash used in investing activities                       (11,960)     (3,375)
                                                            -------     -------

FINANCING ACTIVITIES:
Net increase in deposits                                     11,033       3,801
Cash dividends                                                 (171)       (143)
Net proceeds from issuance of common stock                        2           6
                                                            -------     -------

Net cash provided by financing activities                    10,864       3,664
                                                            -------     -------


(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS             (1,377)        963
                                                            -------     -------

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                 15,145      17,325
                                                            -------     -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $13,768     $18,288
                                                            =======     =======

SUPPLEMENTAL CASH FLOW DISCLOSURES:
      Interest paid on deposits                             $ 1,025     $ 1,093
      Tax payments                                              205         118
      Change in net unrealized losses on
        available-for-sale securities, net of tax               (53)        (47)

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                      - 3 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - BASIS OF PRESENTATION


     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated financial statements reflect all adjustments necessary,  consisting
only of normal recurring accruals, to present fairly the financial position, the
results of  operations,  cash flows and the  changes in  financial  position  of
Village Bancorp,  Inc. ("Company") for the periods presented.  In preparing such
financial  statements,  management is required to make estimates and assumptions
that effect the reported amounts. Actual results could differ significantly from
those estimates.

     The Company's  consolidated  financial  statements  include the accounts of
Village  Bancorp,  Inc. and its wholly owned sudsidiary The Village Bank & Trust
Company ("Village") and have been prepared in accordance with generally accepted
accounting  principles  and conform with  predominant  practices used within the
banking industry.

     Village is engaged in the business of commercial  banking and operates four
branch banking offices in Fairfield and Litchfield counties in Connecticut,  and
is principally engaged in lending and deposit gathering  activities within these
counties.

     While management believes that the disclosures presented are adequate so as
not to make the  information  misleading,  it is suggested that these  financial
statements be read in conjunction with the consolidated financial statements and
notes included in the Company's 1996 annual report.

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation."  SFAS No. 123 establishes a fair value based method of accounting
for  stock-based  compensation  plans  and  encourages,  but does  not  require,
entities  to  adopt  that  method  in  place  of the  provisions  of  Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees," for all arrangements  under which employees  receive shares of stock
or other equity instuments of the employer or the employer incurs liabilities to
employees  in  amounts  based on the  price  of the  stock.  SFAS  No.  123 also
establishes  fair value as the  measurement  basis for  transactions in which an
entity  acquires  goods or services  from  non-employees  in exchange for equity
instruments.  The  accounting  provisions  of SFAS  No.  123 are  effective  for
transactions entered into


                                      - 4 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
--------------------------------------------------------------------------------


after December 15, 1995. Effective January 1, 1996, the Company adopted SFAS No.
123 and has  decided  that it will  continue  measuring  compensation  cost  for
employee stock  compensation  plans in accordance with the provisions of APB No.
25.

     (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets
and  Extinguishments  of  Liabilities,"   specifies   accounting  and  reporting
standards for transfers and servicing of financial assets and extinguishments of
liabilities  and for  distinguishing  whether a transfer of financial  assets in
exchange for cash or other consideration should be accounted for as a sale or as
a pledge of  collateral  in a secured  borrowing.  SFAS No. 125 is effective for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring after December 31, 1996,  except for certain  provisions  (relating to
the  accounting  for secured  borrowings  and  collateral and the accounting for
transfers  and  servicing or repurchase  agreements,  dollar  rolls,  securities
lending and similiar  transactions)  which have been  deferred  until January 1,
1998 in accordance with SFAS No. 127, "Deferral of the Effective Date of Certain
Provisions of FASB  Statement No. 125." The Adoption of these  standards has not
and is  not  expected  to  have  a  material  impact  on  the  Bank's  financial
statements.

     On March 3, 1997, the Financial  Accounting Standards Board issued SFAS No.
128,  Earnings per Share.  SFAS No. 128 is effective  for  financial  statements
issued for periods ending after December 15, 1997,  including  interim  periods.
Earlier application is not permitted.  Restatement of all prior-period  earnings
per share ("EPS") data presented is required when SFAS No. 128 is implemented.

     SFAS No. 128 establishes standards for computing and presenting "Basic" and
"Diluted" EPS. SFAS No. 128 states that the "Basic EPS" excludes dilution and is
computed  by  dividing   income   available  to  common   stockholders   by  the
weighted-average  number of common shares  outstanding for the period;  "Diluted
EPS"  reflects the  potential  dilution  that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the  issuance of common  stock that would then share in the earnings
of the entity.  "Diluted  EPS" is computed  similiarly  to "Fully  Diluted  EPS"
pursuant to APB Opinion No. 15.


                                      - 5 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
--------------------------------------------------------------------------------
NOTE B - SECURITIES

The amortized cost and the approximate fair values of securities were as follows
(in thousands):

<TABLE>
<CAPTION>
                                                                                             March 31, 1997
                                                                   ----------------------------------------------------------------
                                                                   Amortized                   Unrealized                     Fair
                                                                      Cost               Gain              (Loss)             Value
                                                                      ----               ----               ----              -----
<S>                                                                <C>                <C>                <C>                 <C>    
SECURITIES HELD-TO-MATURITY
U.S. Treasury Securities                                           $16,505            $    21            $  (214)            $16,312
U.S. Government Agency                                               4,649                  8                (63)              4,594
Mortgage-backed securities
  of U.S. Government agencies                                           61                 --                 --                  61
Obligations of states and
  political subdivisions                                             5,400                 27                (49)              5,378
                                                                   -------            -------            -------             -------
TOTAL                                                              $26,615            $    56            $  (326)            $26,345
                                                                   =======            =======            =======             =======

SECURITIES AVAILABLE FOR SALE
U.S. Treasury Securities                                           $13,296            $     1            $  (110)            $13,187
Mortgage-backed securities
  of U.S. Government agencies                                          414                 --                 (3)                411
Other                                                                   46                 --                 --                  46
                                                                   -------            -------            -------             -------
TOTAL                                                              $13,756            $     1            $  (113)            $13,644
                                                                   =======            =======            =======             =======
<CAPTION>

                                                                                           December 31, 1996
                                                                   ----------------------------------------------------------------
                                                                   Amortized                   Unrealized                     Fair  
                                                                      Cost               Gain              (Loss)             Value 
                                                                      ----               ----               ----              -----
<S>                                                                <C>                <C>                <C>                 <C>    
SECURITIES HELD-TO-MATURITY                                       
U.S. Treasury Securities                                           $ 9,824            $    31            $   (96)            $ 9,759
Mortgage-backed securities
  of U.S. Government agencies                                        4,735                 15                (34)              4,716
Obligations of states and
  political subdivisions                                             2,639                 37                (16)              2,660
                                                                   -------            -------            -------             -------
TOTAL                                                              $17,198            $    83            $  (146)            $17,135
                                                                   =======            =======            =======             =======


SECURITIES AVAILABLE FOR SALE
U.S. Treasury Securities                                           $15,250            $     6            $   (27)            $15,229
Mortgage-backed securities
  of U.S. Government agencies                                          430                 --                 --                 430
Other                                                                   48                 --                 (1)                 47
                                                                   -------            -------            -------             -------
TOTAL                                                              $15,728            $     6            $   (28)            $15,706
                                                                   =======            =======            =======             =======


</TABLE>


                                      - 6 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
--------------------------------------------------------------------------------

At  March  31,  1997 and  December  31,  1996  securities  with a book  value of
$1,139,000 and $1,140,000,  respectively, were pledged to secure public deposits
and for other purposes as required by law and banking regulation.


NOTE C - LOANS
                                               March 31, 1997      Dec. 31, 1996
                                               --------------      -------------
                                                         (In thousands)

Real estate                                      $ 107,283          $ 104,561
Commercial and financial                            14,591             12,621
Installment and consumer credit                      9,688              9,917

Deferred loan fees                                    (242)              (263)
                                                 ---------          ---------

Total                                            $ 131,320          $ 126,836
                                                 =========          =========


NOTE D - STANDBY LETTERS OF CREDIT

On March 31, 1997, standby letters of credit totaled $1,793,000.


NOTE E - STOCKHOLDERS' EQUITY

     A $.15  per  share  cash  dividend  was  distributed  February  2,  1996 to
stockholders  of record on January 19, 1996. An $.18 per share cash dividend was
distributed February 7, 1997 to stockholders of record on January 30, 1997.


NOTE F - PENDING ITEMS

     The Bank is in the  process of  constructing  a new  building  in  Danbury,
Connecticut.  Costs incurred relating to the construction in process  aggregated
$1,877,000  as of March 31, 1997,  and such costs are included in other  assets.
Construction is expected to be completed early in the third quarter of 1997.

     The Bank is in the process of opening a new branch  office in leased  space
in Westport, Connecticut. The full service office is expected to open in June of
1997.


                                      - 7 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------------


GENERAL


     Village Bancorp,  Inc.  (Company) through its only subsidiary,  The Village
Bank & Trust Company  (Village or the Bank) had total assets of  $191,162,000 on
March 31, 1997 in  comparison  to total assets of  $179,550,000  on December 31,
1996. This is an increase of $11,612,000 or 6.47%.

     For the three month  periods  ended March 31, 1996 and 1997,  the Banks net
earnings  increased  from  $392,000 for the 1996 period to $409,000 for the 1997
period. Net interest income increased $4,000 from $1,965,000 for the 1996 period
to $1,969,000 for the 1997 period.


ASSETS AND RELATED INCOME ANALYSIS

     Loans  outstanding  on March  31,  1997  totaled  $131,320,000  which is an
increase of $4,484,000 (3.5%) from the $126,836,000  outstanding at December 31,
1996.  This  increase in loans is primarily  attributable  to a  combination  of
factors.  The Bank increased its marketing  effort in this area and expanded its
adjustable rate product line with a new selection of choices.  These new product
lines have been well received, and as the Bank generally retains adjustable rate
loans for its own  portfolio,  this  contributed to the increase in the mortgage
loan area.  Loan income  increased  $65,000 (2.5%) from  $2,648,000 at March 31,
1996 to  $2,713,000  at March 31, 1997.  This  increase is due to an increase in
average  outstanding loans, from $119,880,000 in the 1996 period to $129,227,000
for the 1997 offset by a decrease in the average rate earned, from 8.84% for the
1996 period to 8.40% for the 1997 period.

     Securities,  which consists of securities  held-to-maturity  and securities
available-for-sale,  increased  $7,355,000  (22.4%) from $32,904,000 at December
31, 1996 to $40,259,000 at March 31, 1997.  Security  income  decreased  $20,000
(3.9%) from $512,000 in the period ending March 31, 1996 to $492,000 in the 1997
period.  This decrease resulted  primarily from a decrease in the average dollar
amount  outstanding  from $35,595,000 for the 1996 period to $33,829,000 for the
1997 period, offset by an increase in the average rate earned from 5.75% for the
1996  period  to  5.82%  for the  1997  period.  The  Company  holds  securities
held-to-maturity  until maturity and does not trade them.  Securities classified
as   available-for-sale   are  used  to  compensate  for  liquidity  forecasting
deviations.


                                      - 8 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS  (Continued)
--------------------------------------------------------------------------------

     Federal funds sold decreased $2,150,000 (32.6%) from $6,600,000 at December
31, 1996 to  $4,450,000 at March 31, 1997.  Federal funds sold income  decreased
$26,000  (19.5%)  from  $133,000  for the 1996 period to  $107,000  for the 1997
period,  primarily due to a decrease in the average  dollar  amount  outstanding
from  $9,989,000  in the 1996 period to $8,325,000  for the 1997 period  coupled
with a decrease  in the  average  rate  earned  from 5.33% in the 1996 period to
5.14% in the 1997 period.


LIABILITIES AND RELATED EXPENSE ANALYSIS

     Deposits  increased  $11,033,000  (6.8%) from  $162,625,000 at December 31,
1996 to $173,658,000 at March 31, 1997.  Interest on deposits  increased $15,000
(1.1%) from  $1,328,000  for the 1996 period to $1,343,000  for the 1997 period.
This  increase  is  primarily   attributable  to  an  increase  in  the  average
outstandings  from $159,728,000 for the 1996 period to $167,069,000 for the 1997
period  offset by a  decrease  in the  average  rate paid from 3.33% in the 1996
period to 3.21% in the 1997 period.

     Other operating expense increased $49,000 (18.2%) from $269,000 in the 1996
period  to  $318,000  in the 1997  period,  primarily  as a result  of a $29,000
increase  in  advertising  expense and a $14,000  increase  in public  relations
expense.  These expenses are part of an increased  effort to market the Bank and
its services.


LIQUIDITY

     Liquidity  is the ability to provide  funds for loan  requests,  unexpected
deposit  outflows and meeting other recurring  financial  obligations.  Cash and
cash  equivalents at March 31, 1997 were  $13,768,000 or 7.2% of total assets as
compared to  $15,145,000  or 8.4% of total assets at December 31, 1996. The Bank
also  maintains  excess stored  liquidity  reserves to compensate  for liquidity
forecasting  deviations.  These  reserves  are  comprised  of  investment  grade
securities  that are  highly  marketable  and  liquid.  The  primary  sources of
liquidity,  cash and due from banks and federal  funds sold,  have  historically
surpassed the liquidity needs of the Company.  Management  closely  monitors the
Bank's  liquidity/cash  flow  position  and does not  anticipate  any  liquidity
problems in the future.


                                      - 9 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (Continued)
--------------------------------------------------------------------------------


CAPITAL RESOURCES


The table  below lists the minimum  capital  requirements  along with the Bank's
capital position at March 31, 1997:                                           

Capital                              Minimum Capital             Bank's Capital
Standard                               Requirement                  Position
--------                               -----------                  --------

Total capital to risk
weighted assets                           8.0%                       13.54%

Stockholders' equity to
risk weighted assets                      4.0%                       14.72%

Leverage ratio                         3.0 - 5.0%                     8.44%


FORWARD-LOOKING STATEMENTS

     The Company has made,  and may  continue to make,  various  forward-looking
statements  with respect to earnings,  credit  quality and other  financial  and
business matters for periods  subsequent to March 31, 1997. The Company cautions
that these forward-looking statements are subject to numerous assumptions, risks
and   uncertainties,   and  that  statements   relating  to  subsequent  periods
increasingly  are  subject  to  greater  uncertainty  because  of the  increased
likelihood  of changes in underlying  factors and  assumptions.  Actual  results
could differ materially from forward-looking statements.

     In addition to those factors previously  disclosed by the Company and those
factors  identified  elsewhere herein,  the following factors could cause actual
results to differ materially from such forward-looking  statements;  competitive
pressures on loan and deposit  product  pricing;  other actions of  competitors;
changes in economic conditions;  the extent and timing of actions of the Federal
Reserve  Board;  customer  deposit  disintermediation;   changes  in  customers'
acceptance of the Company's products and services;  and the extent and timing of
legislative and regulatory actions and reform.

     The Company's forward-looking statements speak only as of the date on which
such statements are made. By making any forward-looking  statements, the Company
assumes no duty to update them to reflect new, changing or unanticipated  events
of circumstances.


                                     - 10 -


<PAGE>



VILLAGE BANCORP, INC.

________________________________________________________________________________

PART II. - OTHER INFORMATION


<PAGE>



VILLAGE BANCORP, INC.
--------------------------------------------------------------------------------


PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings                            Not Applicable

Item 2.  Changes in Securities                        Not Applicable

Item 3.  Defaults Upon Senior Securities              Not Applicable

Item 4.  Results of votes of security holders.

     (a) The Annual  Meeting of  Stockholders  was held on April 28, 1997 at the
offices of The Village  Bank & Trust  Company.  There were no  solicitations  in
opposition to any of management's  nominees for directors or other motions acted
on at the meeting.

     (b) To elect six  members  of the  Board of  Directors  to serve  until the
Annual  Meeting  of  Stockholders  after  their  terms  expire,  or until  their
successors are duly elected and qualified.

     All nominees for Directors were elected to their terms:

         Jose P. Boa                                  3 Year Term (2000)
         Robert V. Macklin                            3 Year Term (2000)
         Antonio M. Resendes                          3 Year Term (2000)
         James R. Umbarger Jr.                        3 Year Term (2000)
         Edward J. Hannafin                           2 Year Term (1999)
         Nicholas R. DiNapoli                         1 Year Term (1998)

     Directors whose terms of office  continued and the expiration date of their
terms are as follows:

         Enrico J. Addessi       1999            Richard O. Carey      1998
         Madeline F. Contegni    1998            Jeanne M. Cook        1999
         Joseph L. Knapp         1999            Carl Lecher           1998
         Thomas F. Reynolds      1999            Robert Scala          1998

     (c) To increase the  authorized  number of common shares from  2,000,000 to
10,000,000 shares.
                Votes Cast
             For                 602,944
             Against              62,263
             Abstain               7,960

     (d) To ratify the appointment of an independent public accountant (Deloitte
& Touche LLP, Stamford, Connecticut) as auditors for 1997.
                Votes Cast
             For                 632,227
             Against              37,513
             Abstain               3,427


                                     - 11 -


<PAGE>



VILLAGE BANCORP, INC.

_______________________________________________________________________________

PART II. - OTHER INFORMATION - Continued


Item 5.  Other Information                        Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits - None

     (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the
         three months ended March 31, 1997.

                                     - 12 -


<PAGE>


                                   SIGNATURES



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


                                            Village Bancorp, Inc.
                                            ----------------------------------
                                                  (Registrant)






Date:   May 12, 1997                   /s/ Robert V. Macklin
      ----------------                 ---------------------------------------
                                         Robert V. Macklin, President and
                                              Chief Executive Officer





Date:   May 12, 1997                   /s/ James R. Umbarger
      ----------------                 ---------------------------------------
                                       James R. Umbarger, Executive Vice Pres.
                                             and Chief Financial Officer


                                     - 13 -