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                                  FORM 10-K
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

(Mark One)

         [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended June 30, 2000

                                     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 0-23533

                           MYSTIC FINANCIAL, INC.
           (Exact name of registrant as specified in its charter)

           Delaware                                         04-3401049
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                60 High Street, Medford, Massachusetts 02155
              (Address of principal executive office-zip code)
                          Telephone  (781) 395-2800

         Securities registered pursuant to Section 12(b) of the Act:
                                    None

         Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, par value $.01 per share
                              (Title of class)

      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 twelve 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form
10-K [ X ]

      As of August 24, 2000, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Registrant was
approximately $19,871,930.

      As of August 24, 2000, 1,991,104 shares of Registrant's common stock
were outstanding.

                    Documents Incorporated by Reference:

Portions of the Registrant's Proxy Statement for its 2000 Annual Meeting of
Stockholders are incorporated by reference in Part III.

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                           MYSTIC FINANCIAL, INC.
                         ANNUAL REPORT ON FORM 10-K
                          FOR THE FISCAL YEAR ENDED
                                JUNE 30, 2000

                              TABLE OF CONTENTS

                                   PART I
ITEM 1.    Business                                                       1
ITEM 2.    Properties                                                    25
ITEM 3.    Legal Proceedings                                             26
ITEM 4.    Submission of Matters to a Vote of Security Holders           26

                                   PART II
ITEM 5.    Market for Registrant's Common Equity and Related
            Stockholder Matters                                          26
ITEM 6.    Selected Financial Data                                       27
ITEM 7.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                    28
ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk    39
ITEM 8.    Financial Statements and Supplementary Data                   40
ITEM 9.    Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                     40

                                  PART III
ITEM 10.   Directors and Executive Officers of the Registrant            41
ITEM 11.   Executive Compensation                                        41
ITEM 12.   Security Ownership of Certain Beneficial Owners
            and Management                                               41
ITEM 13.   Certain Relationships and Related Transactions                41

                                   PART IV
ITEM 14.   Exhibits, Financial Statement Schedules and Reports
            on Form 8-K                                                  41

SIGNATURES                                                               43


                                   PART I

ITEM 1. BUSINESS

General

      On January 8, 1998, Medford Co-operative Bank (the "Bank") completed
its conversion from mutual to stock form and became a wholly owned
subsidiary of Mystic Financial, Inc. ("Mystic" or the "Company"). On such
date, the Company sold 2,711,125 shares of its common stock, par value
$0.01 per share (the "Common Stock"), to the public, at a per share price
of $10.00. The conversion of the Bank from mutual to stock form, the
formation of the Company as the holding company for the Bank and the
issuance and sale of the Common Stock are herein referred to collectively
as the "Conversion." The Conversion raised $25.7 million in net proceeds.
Mystic used $3.2 million of retained net proceeds to fund a loan to its
Employee Stock Ownership Plan ("ESOP") to purchase 216,890 shares of the
Common Stock in open-market purchases following completion of the
Conversion.

      The Company's principal business activity consists of the ownership
of the Bank. The Company also invests in short-term investment grade
marketable securities and other liquid investments. The Company has no
significant liabilities (other than those of the Bank). The Company neither
owns nor leases any property but instead uses the premises and equipment of
the Bank. At the present time, the Company does not employ any persons
other than certain officers of the Bank who do not receive any extra
compensation as officers of the Company. The Company utilizes the support
staff of the Bank from time to time, as needed. Additional employees may be
hired as deemed appropriate by the management of the Company. Unless
otherwise disclosed, the information presented in this Annual Report on
Form 10-K represents the activity of the Bank for the period prior to
January 8, 1998 and the consolidated activity of Mystic and the Bank
thereafter.

      The Bank is a Massachusetts chartered stock co-operative bank founded
in 1886 with three full-service offices and one educational branch office
in Medford, Massachusetts and full-service offices in Lexington and
Arlington, Massachusetts. The Bank's deposits have been federally insured
since 1986 and are currently insured by the Bank Insurance Fund ("BIF") of
the Federal Deposit Insurance Corporation ("FDIC") and the Share Insurance
Fund of the Co-operative Central Bank. The Bank has been a member of the
Co-operative Central Bank since 1932 and a member of the Federal Home Loan
Bank ("FHLB") since 1988. The Bank is subject to comprehensive examination,
supervision and regulation by the Commissioner of Banks of the Commonwealth
of Massachusetts (the "Commissioner") and the FDIC. These regulations are
intended primarily for the protection of depositors and borrowers. The Bank
exceeded all of its regulatory capital requirements at June 30, 2000.

      The business of the Bank consists of attracting deposits from the
general public and using these funds to originate various types of loans
primarily in eastern Middlesex County, Massachusetts, including mortgage
loans secured by one- to four-family residences, commercial loans secured
by general business assets and commercial real estate loans secured by
commercial property, and to invest in U.S. Government and Federal Agency
and other securities. To a lesser extent, the Bank engages in various forms
of consumer and home equity lending. The Bank's profitability depends
primarily on its net interest income, which is the difference between the
interest income it earns on its loans and investment portfolio and its cost
of funds, which consists mainly of interest paid on deposits and on
borrowings from the FHLB. Net interest income is affected by the relative
amounts of interest-earning assets and interest-bearing liabilities and the
interest rates earned or paid on these balances. When interest-earning
assets approximate or exceed interest-bearing liabilities, any positive
interest rate spread will generate net interest income.

      The Bank has one active subsidiary, Mystic Securities Corporation,
which was established for the sole purpose of acquiring and holding
securities. All securities held by Mystic Securities Corporation are
investments which are permissible for banks to hold under Massachusetts
law.

Market Area

      The Bank's main office and three branch offices are located in
Medford, Middlesex County, Massachusetts. The Bank has a full-service
office in Lexington, Middlesex County, Massachusetts, which opened in
November 1998 and in Arlington, Middlesex County, Massachusetts, which
opened in May 2000. The city of Medford, containing approximately 60,000
residents, is located approximately seven miles from downtown Boston in the
northern suburbs of Boston, bounded by the towns of Malden, Everett,
Somerville, Stoneham, Winchester and Arlington. The city of Medford is
easily accessible from downtown Boston via Interstate 93 and is accessible
via other state roads connecting the communities within the Route 128
corridor surrounding Boston. As an established metropolitan suburb, Medford
consists mostly of developed single- and multi-family properties within a
network of well-maintained neighborhoods. The town of Lexington is a
community consisting mainly of single-family homes while the town of
Arlington contains a greater mix of small businesses and single- and multi-
family housing. The Bank considers its primary market area to be the
communities of Medford, Malden, Everett, Stoneham, Arlington, Winchester,
Somerville, Melrose, and Lexington, Massachusetts.

      The economic base of the Bank's market area is diversified and
includes a number of financial service institutions, industrial and
manufacturing companies, hospitals and other health care facilities and
educational institutions. The major employers in the Medford area are Tufts
University, the city of Medford, Lawrence Memorial Hospital, and the Meadow
Glen Mall, with approximately 1,900, 1,400, 900 and 900 employees each,
respectively. Management believes that the housing vacancy rate in Medford
is very low. The majority of the Bank's lending and deposit activity has
historically been in Medford, although the commercial loan department has
been largely responsible for expanded business throughout eastern Middlesex
County. Middlesex County, located in eastern Massachusetts to the north and
west of the city of Boston, is part of the Boston metropolitan area. Based
on US Census and HUD estimates for 2000, the median household income for
Middlesex County is $65,000.

      Management believes that the Bank's lending success has been due, in
part, to the favorable income, population and housing demographics in
Medford and in the Bank's market area. At the same time, the growth of the
market area and delineated lending area and their proximity to Boston has
resulted in a highly competitive environment among the many financial
institutions competing for deposits and loans.

Competition

      The Bank experiences competition both in attracting and retaining
savings deposits and in the making of mortgage, commercial and other loans.
Direct competition for savings deposits primarily comes from larger
commercial banks and other savings institutions located in or near the
Bank's primary market area which often have significantly greater financial
and technological resources than the Bank. Additional significant
competition for savings deposits comes from credit unions, money market
funds and brokerage firms.

      With regard to lending competition in the local market area, the Bank
experiences the most significant competition from the same institutions
providing deposit services, most of whom have placed an emphasis on real
estate lending as a line of business. In addition, the Bank competes with
local and regional mortgage companies, independent mortgage brokers and
credit unions in originating mortgage and non-mortgage loans. The primary
factors in competing for loans are interest rates and loan origination fees
and the range of services offered by the various financial institutions.

      Competition from other financial institutions operating in the Bank's
local community includes a number of both large and small commercial banks
and savings institutions. The Bank has experienced growth in loans and
deposits in recent years primarily due to an increased emphasis on
marketing products and services. However, competition remains high in the
marketplace.

Lending Activities

      The Bank originates loans through its three offices located in
Medford and its offices in Lexington and Arlington, Massachusetts. The
principal lending activities of the Bank are the origination of
conventional mortgage loans for the purpose of purchasing or refinancing
owner-occupied, one- to four-family residential properties in its
designated community reinvestment area, consisting of the Massachusetts
communities of Medford, Malden, Everett, Stoneham, Arlington, Winchester,
Somerville, Lexington and Melrose, and the origination of commercial loans
secured by commercial real estate and commercial assets within eastern
Middlesex County. To a lesser extent, the Bank also originates consumer
loans including home equity and passbook loans.

      In the past several years, the Bank has made a major commitment to
small business commercial lending. The Bank has expanded its commercial
lending department with the addition of senior officers with considerable
commercial lending expertise and has developed a support staff to run the
commercial loan department.

      The Bank's ten largest loans, outstanding as of June 30, 2000, ranged
from $1.1 million to $2.1 million.

      Loan Portfolio. The following table presents selected data relating
to the composition of the Bank's loan portfolio by type of loan on the
dates indicated.

<TABLE>
<CAPTION>

                                                               At June 30,
                                    -----------------------------------------------------------------
                                           2000                   1999                   1998
                                    -------------------    -------------------    -------------------
                                     Amount     Percent     Amount     Percent     Amount     Percent
                                     ------     -------     ------     -------     ------     -------
                                                          (Dollars in Thousands)

<S>                                 <C>         <C>        <C>         <C>        <C>         <C>
Residential mortgage loans          $127,862     67.6%     $107,216     69.3%     $106,412     76.8%
Commercial real estate loans          41,294     21.8        33,980     22.0        24,475     17.7
Commercial loans                      10,881      5.8         7,109      4.6         4,579      3.3
Consumer loans                         1,526      0.8         1,546      1.0         1,787      1.3
Home equity loans                      3,470      1.8         2,076      1.3         1,716      1.2
Construction loans                    12,762      6.7         7,021      4.6         1,260      0.9
                                    ---------------------------------------------------------------
      Total loans                    197,795    104.5       158,948    102.8       140,229    101.2

Less:
Deferred loan orig. fees (costs)         (12)     0.0            12      0.0            17      0.0
Unadvanced principal                   7,076      3.7         2,899      1.9           383      0.3
Allowance for loan losses              1,531      0.8         1,348      0.9         1,236      0.9
                                    ---------------------------------------------------------------
      Loan, net                     $189,200    100.0%     $154,689    100.0%     $138,593    100.0%
                                    ===============================================================
</TABLE>

      One- to Four-Family Residential Real Estate Lending. The primary
emphasis of the Bank's lending activity is the origination of conventional
mortgage loans on one- to four-family residential dwellings located in the
Bank's primary market area. As of June 30, 2000, loans on one- to four-
family residential properties accounted for 67.6% of the Bank's net loan
portfolio.

      The Bank's mortgage loan originations are for terms of up to 30
years, amortized on a monthly basis with interest and principal due each
month. Residential real estate loans often remain outstanding for
significantly shorter periods than their contractual terms as borrowers may
refinance or prepay loans at their option, without penalty. Conventional
residential mortgage loans granted by the Bank customarily contain "due-on-
sale" clauses which permit the Bank to accelerate the indebtedness of the
loan upon transfer of ownership of the mortgaged property.

      The Bank makes conventional mortgage loans and uses standard Federal
National Mortgage Association ("FNMA") documents, to allow for the sale of
qualifying loans in the secondary mortgage market. The Bank's lending
policies generally limit the maximum loan-to-value ratio on mortgage loans
secured by owner-occupied properties to 95% of the lesser of the appraised
value or purchase price of the property, with the condition that private
mortgage insurance is required on loans with a loan-to-value ratio in
excess of 80%.

      Since the early 1980s, the Bank has offered adjustable-rate mortgage
loans with terms of up to 30 years. Adjustable-rate loans offered by the
Bank include loans which reprice every one or three years and provide for
an interest rate which is based on the interest rate paid on U.S. Treasury
securities of a corresponding term, plus a margin of up to 250 basis
points, or 2.5%. Additionally, the Bank offers an adjustable-rate loan
product with an interest rate fixed for seven years which then reprices
annually for its remaining term thereafter, and an adjustable-rate loan
which reprices every five years from its inception. The Bank currently
offers adjustable-rate loans with initial rates below those which would
prevail under the foregoing computations, based upon the Bank's
determination of market factors and competitive rates for adjustable-rate
loans in its market area. For adjustable-rate loans, borrowers are
qualified at the initial rate.

      Historically, the Bank has retained all adjustable-rate mortgages it
originates. The Bank's adjustable-rate mortgages include limits on
increases or decreases of the interest rate of the loan. The interest rate
may increase or decrease by 2% per year and 5% over the life of the loan
for the Bank's one-year adjustable rate mortgages, by 3% per adjustment
period and 6% over the life of the loan for the Bank's three-year
adjustable rate mortgages, by 2% per adjustment period and 6% over the life
of the loan for the Bank's five-year adjustable-rate loans, and by 2% per
adjustment period and 5% over the life of the loan for the Bank's seven-
year adjustable-rate mortgages. The retention of adjustable-rate mortgage
loans in the Bank's loan portfolio helps reduce the Bank's exposure to
increases in interest rates. However, there are unquantifiable credit risks
resulting from potential increased costs to the borrower as a result of the
repricing of adjustable-rate mortgage loans. During periods of rising
interest rates, the risk of default on adjustable-rate mortgage loans may
increase due to the upward adjustment of interest cost to the borrower.

      During the year ended June 30, 2000, the Bank originated $21.1
million in adjustable-rate mortgage loans and $16.4 million in fixed-rate
mortgage loans. Of the fixed-rate loans originated, the Bank sold $1.7
million of fixed-rate loans with terms of greater than 15 years and
retained $14.7 million of fixed-rate loans, which had terms of 15 to 30
years. Approximately 10.7% of all loan originations during fiscal 2000 were
refinances of loans already in the Bank's loan portfolio. At June 30, 2000,
the Bank's loan portfolio included $60.6 million in adjustable-rate one- to
four-family residential mortgage loans or 32.0% of the Bank's net loan
portfolio, and $67.3 million in fixed-rate one- to four-family residential
mortgage loans, or 35.6% of the Bank's net loan portfolio.

      Commercial Real Estate Loans. At June 30, 2000, the Bank's commercial
real estate loan portfolio consisted of 127 loans, totaling $41.3 million,
or 21.8% of net loans. The Bank's largest loan is a commercial real estate
loan with an outstanding balance of $2.1 million at June 30, 2000 secured
by 78 residential apartment units in Medford and Malden, Massachusetts.
Commercial real estate loans are administered by the commercial loan
department as described below under "Commercial Loans."

      Commercial real estate lending entails additional risks compared with
one- to four-family residential lending. Because payments on loans secured
by commercial real estate properties are often dependent on the successful
operation or management of the properties, repayment of such loans may be
subject, to a greater extent, to adverse conditions in the real estate
market or the economy. Also, commercial real estate loans typically involve
large loan balances to single borrowers or groups of related borrowers and
the payment experience on such loans is typically dependent on the
successful operation of a real estate project and/or the collateral value
of the commercial real estate securing the loan.

      Commercial Loans. In the past several years, the Bank has made a
major commitment to small business commercial lending. The Bank has worked
to develop a niche of making commercial loans to companies which have from
$500,000 to $15.0 million in sales and is an approved lender of the Small
Business Administration.  At June 30, 2000, the Bank's commercial loan
portfolio consisted of 167 loans, totaling $10.9 million, or 5.8% of net
loans.

      Commercial loans are expected to comprise a growing portion of the
Bank's loan portfolio in the future. Unless otherwise structured as a
mortgage on commercial real estate, such loans generally are limited to
terms of five years or less. Substantially all such commercial loans have
variable interest rates tied to the prime rate as reported in The Wall
Street Journal. Whenever possible, the Bank collateralizes these loans with
a lien on commercial real estate, or alternatively, with a lien on business
assets and equipment and the personal guarantees from principals of the
borrower.

      Commercial business loans are generally considered to involve a
higher degree of risk than residential mortgage loans because the
collateral may be in the form of intangible assets and/or inventory subject
to market obsolescence. Commercial loans may also involve relatively large
loan balances to single borrowers or groups of related borrowers, with the
repayment of such loans typically dependent on the successful operation and
income stream of the borrower. Such risks can be significantly affected by
economic conditions. In addition, commercial business lending generally
requires substantially greater oversight efforts compared to residential
real estate lending.

      Consumer Loans. The Bank's consumer loans consist of share secured
loans, and other consumer loans, including automobile loans and credit card
loans. At June 30, 2000, the consumer loan portfolio totaled $1.5 million
or 0.8% of net loans. Consumer loans are generally offered for terms of up
to five years at fixed interest rates. Consumer loans generally do not
exceed $25,000 individually.

      The Bank makes share-secured loans up to 90% of the amount of the
depositor's savings account balance. The interest rate on the loan is 4%
higher than the rate being paid on the account. The Bank also makes other
consumer loans, which may or may not be secured. The terms of such loans
usually depend on the collateral.

      The Bank makes loans for automobiles, both new and used, directly to
the borrowers. The loans are generally limited to 90% of the purchase price
or the retail value listed by the National Automobile Dealers Book. The
terms of the loans are determined by the age and condition of the
collateral. Collision insurance policies are required on all of these
loans.

      The Bank makes unsecured credit card loans generally up to $5,000 at
fixed rates of interest. At June 30, 2000, the Bank had unsecured credit
card loans totaling $418,000.

      Consumer loans are generally originated at higher interest rates than
residential mortgage loans but also tend to have a higher credit risk than
residential loans due to the loan being unsecured or secured by rapidly
depreciable assets. Despite these risks, the Bank's level of consumer loan
delinquencies generally have been low. No assurance can be given, however,
that the Bank's delinquency rate on consumer loans will continue to remain
low in the future, or that the Bank will not incur future losses on these
activities.

      Home Equity Loans. The Bank also originates home equity loans that
are secured by available equity based on the appraised value of owner-
occupied one- to four-family residential property. Home equity loans will
be made for up to 80% of the appraised value of the property (less the
amount of the first mortgage). Home equity loans are offered at adjustable
rates and fixed rates. The adjustable interest rate is the prime rate as
reported in The Wall Street Journal. Fixed rate home equity loans have
terms of ten years or less and adjustable rate home equity loans have terms
of 15 years or less with up to a five year final payment if the loan is not
fully amortized at the end of the 15 year term. At June 30, 2000, the Bank
had $3.5 million in home equity loans with unused credit available to
existing borrowers of $3.1 million.

      Construction Loans. The Bank engages in construction lending
primarily for the construction of single-family residences and a limited
number of construction loans for commercial properties. At present all are
construction loans for the construction/renovation of single-family housing
developments. All construction loans are secured by first liens on the
property. Loan proceeds are disbursed as construction progresses and
inspections warrant. Loans involving construction financing present a
greater risk than loans for the purchase of existing homes, since
collateral values and construction costs can only be estimated at the time
the loan is approved. Because payment on loans secured by construction
properties are dependent upon the sale of completed homes or the successful
operation of the completed property, repayment of such loans may be
subject, to a greater extent, to adverse conditions in the real estate
market or the economy. At June 30, 2000, the Bank's construction loan
portfolio totaled $12.8 million offset by $7.1 million in unadvanced
principal.

      Loan Commitments. The Bank generally makes loan commitments to
borrowers not exceeding 60 days. At June 30, 2000, the Bank had $16.1
million in loan commitments outstanding, all for the origination of one- to
four-family residential real estate loans, home equity loans, commercial
loans and commercial real estate loans. In addition, unadvanced funds on
lines of credit and credit card loans were $11.0 million on June 30, 2000.

      Loan Solicitation and Loan Fees. Loan originations are derived from a
number of sources, including the Bank's existing customers, referrals,
realtors, advertising and "walk-in" customers at the Bank's office.
Additionally, the Bank has two residential loan originators, both of whom
actively cover the local community, working with local real estate brokers
and agents to identify and contact potential new customers.

      Upon receipt of a loan application from a prospective borrower, a
credit report and verifications are ordered to verify specific information
relating to the loan applicant's employment, income and credit standing.
For all mortgage loans, an appraisal of real estate intended to secure the
proposed loan is obtained from an independent appraiser who has been
approved by the Bank's board of directors. Fire and casualty insurance are
required on all loans secured by improved real estate. Insurance on other
collateral is required unless waived by the Loan Committee. The Board of
Directors of the Bank has the responsibility and authority for the general
supervision over the loan policies of the Bank. The Board has established
written lending policies for the Bank. All residential and commercial real
estate mortgages and commercial business loans must be ratified by the
Bank's board of directors. In addition, certain designated officers of the
Bank have authority to approve loans not exceeding specified levels, while
the Board of Directors must approve loans in excess of (a) $300,000 for
commercial real estate loans; (b) $100,000 for commercial loans; (c) loans
over the current FNMA limit for residential mortgage loans; and (d) $20,000
for consumer loans.

      Interest rates charged by the Bank on all loans are primarily
determined by competitive loan rates offered in its market area and
interest rate costs of the source of funding for the loan. The Bank may
charge an origination fee on new mortgage loans. The net origination fees
are deferred and amortized into income over the life of the loan. At June
30, 2000, the amount of net deferred loan origination costs was $12,000.

      Loan Maturities. The following table sets forth certain information
at June 30, 2000 regarding the dollar amount of loans maturing in the
Bank's portfolio based on their contractual terms to maturity, including
scheduled repayments of principal. Demand loans and loans having no stated
schedule of repayments and no stated maturity are reported as due in one
year or less.

<TABLE>
<CAPTION>

                                   Residential    Commercial
                                    Mortgage      Real Estate    Construction    Commercial    Consumer      Total
                                     Loan(1)         Loans          Loans           Loans        Loans       Loans
                                   -----------    -----------    ------------    ----------    --------      -----
                                                                   (In thousands)

<S>                                  <C>            <C>             <C>            <C>          <C>        <C>
Total loans schedule to mature:
  In 1 year or less                  $     39       $   828         $ 6,377        $ 5,064      $   52     $ 12,360
  After 1 year through 5 years          1,139           313           6,385          3,746         980       12,563
  Beyond 5 years                      130,154        40,153             ---          2,071         494      172,872
                                     ------------------------------------------------------------------------------
      Total                          $131,332       $41,294         $12,762        $10,881      $1,526     $197,795
                                     ==============================================================================

Loan balance by type scheduled
 to mature after 1 year:
  Fixed-rate                         $ 68,173       $ 2,782         $   ---        $ 3,133      $1,474     $ 75,562
  Adjustable-rate                      63,120        37,684           6,385          2,684         ---      109,873

<FN>
--------------------
<F1>  For purposes of this schedule, home equity loans with revolving and
      fixed rates, have been included in residential mortgage loans.
</FN>
</TABLE>

      Originations and Sales of Loans. The Bank is a qualified
seller/servicer for FNMA. Beginning in 1987, the Bank began to sell a
portion of its fixed-rate loans with terms in excess of 15 years to FNMA.
All of the Bank's sales to FNMA have been made with servicing retained on
the loans. At June 30, 2000, the Bank was servicing $21.5 million in loans
for FNMA. Depending upon market conditions, the Bank retains a portion of
its fixed-rate loans from time to time. In addition, the Bank has also sold
loans to other private investors. At June 30, 2000, the Bank was servicing
$2.0 million of such loans.

      Originations for the year ended June 30, 2000 increased in commercial
loans, construction loans, and consumer loans, while decreasing in
commercial real estate and residential mortgages. Loan sales were reduced
during the same period as the Bank borrowed from the FHLB to fund loan
originations held in its portfolio. Historically, the Bank has not
purchased loans. However, the Bank may in the future consider making
limited loan purchases, including purchases of commercial loans and
commercial real estate loans.

      The following table sets forth information with respect to
originations and sales of loans during the periods indicated.

<TABLE>
<CAPTION>

                                                     Years Ended June 30,
                                               --------------------------------
                                                 2000        1999        1998
                                                 ----        ----        ----
                                                        (In thousands)

<S>                                            <C>         <C>         <C>
Beginning balance                              $154,689    $138,593    $114,568
                                               --------------------------------
  Mortgage originations                          37,513      47,662      43,141
  Consumer loan originations                      3,716       2,494       2,218
  Commercial real estate loan originations       13,260      13,713       6,338
  Commercial loan originations                   12,598       5,313       3,680
  Commercial construction loan originations       9,569       3,080         ---
  Loan participations repurchased                   ---         ---       1,914
                                               --------------------------------
      Total loans originated and repurchased     76,656      72,262      57,291
                                               --------------------------------

Less:
  Amortization and payoffs                       39,937      42,901      27,675
  Provision for loan losses                         200         145         245
  Total loans sold                                1,433      13,120       5,346
  Loan participations sold                          575         ---         ---
                                               --------------------------------
Ending balance                                 $189,200    $154,689    $138,593
                                               ================================
</TABLE>

      Non-Performing Assets, Asset Classification and Allowances for
Losses. Management and the Security Committee of the Board of Directors
perform a monthly review of all delinquent loans and loans are placed on a
non-accrual status when loans are 90 days past due or, in the opinion of
management, the collection of principal and interest are doubtful. One of
the primary tools used to manage and control problem loans is the Bank's
"Watch-List," a listing of all loans or commitments larger than $50,000,
that are considered to have characteristics that could result in loss to
the Bank if not properly supervised. The list is managed by the Senior
Lending Officer for Commercial Loans, Senior Loan Officer for Mortgage
Lending, Chief Financial Officer, Chief Executive Officer, and Vice
President, Residential Lending (the "Watch-List Committee"), who meet
periodically to discuss the status of the loans on the Watch-List and to
add or delete loans from the list. The Board of Directors can request that
a loan relationship be placed on Watch-List status.

      Real estate acquired by the Bank as a result of foreclosure is
classified as real estate owned until such time as it is sold. When such
property is acquired, it is recorded at the lower of the unpaid principal
balance or its fair value. Any required write-down of the loan to its fair
value is charged to the allowance for loan losses.

      The following table sets forth the Bank's problem assets and loans at
the dates indicated.

<TABLE>
<CAPTION>

                                                         Years Ended June 30,
                                                     ----------------------------
                                                      2000       1999       1998
                                                      ----       ----       ----
                                                        (Dollars in thousands)

<S>                                                  <C>        <C>        <C>
Loans 30-89 days past due
  (not included in non-performing loans)             $  540     $1,685     $1,374
Loans 90 days or more past due
  (not included in non-performing loans)                148        ---        ---
                                                     ----------------------------
Total delinquent loans                               $  688     $1,685     $1,374
Delinquent loans as a percentage of net loans          0.36%      1.09%      0.99%

Non-performing loans (90 days past due)              $    2     $  ---     $  150
Foreclosed real estate                                  ---        ---        ---
                                                     ----------------------------
      Total non-performing assets                    $    2     $  ---     $  150
                                                     ============================

Non-performing loans as a percent of net loans       0.00%      0.00%      0.11%
Non-performing assets as a percent of total loans    0.00%      0.00%      0.08%
</TABLE>

      At June 30, 2000, management was not aware of any loans not currently
classified as non-accrual, 90 days past due or restructured but which may
be so classified in the near future because of concerns over the borrower's
ability to comply with repayment terms.

      Federal regulations require each banking institution to classify its
asset quality on a regular basis. In addition, in connection with
examinations of such banking institutions, federal and state examiners have
authority to identify problem assets and, if appropriate, classify them. An
asset is classified substandard if it is determined to be inadequately
protected by the current net worth and paying capacity of the obligor or of
the collateral pledged, if any. As a general rule, the Bank will classify a
loan as substandard if the Bank can no longer rely on the borrower's income
as the primary source for repayment of the indebtedness and must look to
secondary sources such as guarantors or collateral. An asset is classified
as doubtful if full collection is highly questionable or improbable. An
asset is classified as loss if it is considered uncollectible, even if a
partial recovery could be expected in the future. The regulations also
provide for a special mention designation, described as assets which do not
currently expose a banking institution to a sufficient degree of risk to
warrant classification but do possess credit deficiencies or potential
weaknesses deserving management's close attention. Assets classified as
substandard or doubtful require a banking institution to establish general
allowances for loan losses. If an asset or portion thereof is classified as
a loss, a banking institution must either establish specific allowances for
loan losses in the amount of the portion of the asset classified as a loss,
or charge off such amount. Examiners may disagree with a banking
institution's classifications and amounts reserved. If a banking
institution does not agree with an examiner's classification of an asset,
it may appeal this determination to the Regional Director of the FDIC. At
June 30, 2000, the Bank had no assets classified as doubtful or loss, and
$1.2 million classified as substandard.

      In originating loans, the Bank recognizes that credit losses will
occur and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term
of the loan, general economic conditions and, in the case of a secured
loan, the quality of the security for the loan. It is management's policy
to maintain an adequate general allowance for loan losses based on, among
other things, evaluation of economic conditions and regular reviews of
delinquencies and loan portfolio quality. Further, after properties are
acquired following loan defaults, additional losses may occur with respect
to such properties while the Bank is holding them for sale. The Bank
increases its allowances for loan losses and losses on real estate owned by
charging provisions for losses against the Bank's income. Specific reserves
are also recognized against specific assets when management believes it is
warranted.

      While the Bank believes it has established its existing allowances
for loan losses in accordance with GAAP, there can be no assurance that
regulators, in reviewing the Bank's loan portfolio, will not request the
Bank to increase its allowance for loan losses, thereby negatively
affecting the Bank's financial condition and earnings. Alternately, there
can be no assurance that increases in the Bank's allowance for loan losses
will occur.

      The following table analyzes activity in the Bank's allowance for
loan losses for the years indicated.

<TABLE>
<CAPTION>

                                                                      Years Ended June 30,
                                                               ----------------------------------
                                                                 2000         1999         1998
                                                                 ----         ----         ----
                                                                     (Dollars in thousands)

<S>                                                            <C>          <C>          <C>
Average loans, net                                             $173,319     $144,663     $124,971
                                                               ==================================
Year-end net loans                                             $189,200     $154,689     $138,593
                                                               ==================================

  Allowance for loan losses at beginning of year               $  1,348     $  1,236     $    977
  Provision charged to operations                                   200          145          245

Recoveries:
Real estate mortgage:
  Residential                                                       ---          ---          ---
  Commercial                                                        ---          ---          ---
Commercial loans                                                    ---          ---          ---
Consumer and home equity                                              6            3           16
Construction                                                        ---          ---          ---
                                                               ----------------------------------
      Total recoveries                                                6            3           16
                                                               ----------------------------------

Loans charged-off:
Real estate-mortgage:
  Residential                                                       ---          ---          ---
  Commercial                                                        ---          ---          ---
Commercial loans                                                    ---           (2)         ---
Consumer and home equity                                            (23)         (34)          (2)
Construction                                                        ---          ---          ---
                                                               ----------------------------------
  Loans charged-off                                                 (23)         (36)          (2)
                                                               ----------------------------------

  Allowance for loan losses at end of year                     $  1,531     $  1,348     $  1,236
                                                               ----------------------------------

Ratios:
  Allowance for loan losses to year-end net loans                  0.81%        0.87%        0.89%
  Allowance for loan losses to non-performing loans              76,550%         N/A        824%

  Net charge-offs (recoveries) to average loans, net               0.01%        0.02%        (0.01)%
  Net charge-offs (recoveries) to allowance for loan losses        1.11%        2.45%        (1.13)%
</TABLE>

      The following table sets forth a breakdown of the allowance for loan
losses by loan category at the dates indicated. Management believes that
the allowance can be allocated by category only on an approximate basis.
These allocations are not necessarily indicative of future losses and do
not restrict the use of the allowance to absorb losses in any other loan
category.

<TABLE>
<CAPTION>

                                                                    At June 30,
                                   -----------------------------------------------------------------------------
                                            2000                       1999                       1998
                                   -----------------------    -----------------------    -----------------------
                                               Percent of                 Percent of                 Percent of
                                             Loans in Each              Loans in Each              Loans in Each
                                              Category to                Category to                Category to
                                   Amount     Total Loans     Amount     Total Loans     Amount     Total Loans
                                   ------    -------------    ------    -------------    ------    -------------
                                                              (Dollars in thousands)

<S>                                <C>           <C>          <C>           <C>          <C>           <C>
Real estate-mortgage:
  Residential                      $  563         64.6%       $  563         67.4%       $  559         75.8%
  Commercial                          687         20.9           592         21.4           531         17.5
Commercial Loans                      172          5.5           133          4.5           100          3.3
Consumer and home equity               19          2.5            15          2.3            46          2.5
Construction                           90          6.5            45          4.4           ---          0.9
                                   -------------------------------------------------------------------------
Total allowance for loan losses    $1,531        100.0%       $1,348        100.0%       $1,236        100.0%
                                   =========================================================================
</TABLE>

Investment Activities

      General. The Bank is required to maintain an amount of liquid assets
appropriate for its level of net savings withdrawals and current
borrowings. It has generally been the Bank's policy to maintain a liquidity
portfolio in excess of regulatory requirements. The Bank uses several
measures to assess the adequacy of its liquidity. At June 30, 2000, the
Bank's liquidity was adequate to meet its foreseeable needs. Liquidity
levels may be increased or decreased depending upon the yields on
investment alternatives, management's judgment as to the attractiveness of
the yields then available in relation to other opportunities, management's
expectations of the level of yield that will be available in the future and
management's projections as to the short-term demand for funds to be used
in the Bank's loan origination and other activities.

      The Bank invests in U.S. Treasury and Federal Agency securities,
mortgage-backed securities, bank certificates of deposits, equity
securities, corporate debt securities and overnight federal funds. The
balance of securities maintained by the Bank in excess of regulatory
requirements reflects management's historical objective of maintaining
liquidity at a level that assures the availability of adequate funds,
taking into account anticipated cash flows and available sources of credit,
for meeting withdrawal requests and loan commitments and making other
investments.

      The Bank purchases securities through a primary dealer of U.S.
Government obligations or such other mortgage-backed securities, securities
dealers authorized by the Board of Directors and requires that the
securities be delivered to a safekeeping agent before the funds are
transferred to the broker or dealer. The Bank purchases investment
securities pursuant to an investment policy established by the board of
directors.

      Available for sale securities are reported at fair value with
unrealized gains or losses reported as a separate component of other
comprehensive income/loss. Held-to-maturity securities are carried at
amortized cost. Substantially all purchases of securities conform to the
Company's interest rate risk policy. The following table sets forth the
Company's securities at the dates indicated.

<TABLE>
<CAPTION>

                                                              At June 30,
                                  -------------------------------------------------------------------
                                         2000                    1999                    1998
                                  -------------------     -------------------     -------------------
                                  Amortized     Fair      Amortized     Fair      Amortized     Fair
                                     Cost       Value        Cost       Value        Cost       Value
                                  ---------     -----     ---------     -----     ---------     -----
                                                            (In thousands)

<S>                                <C>         <C>         <C>         <C>         <C>         <C>
Securities available for sale:
------------------------------
Marketable equity securities       $ 2,459     $ 3,054     $ 2,287     $ 3,247     $ 2,544     $ 3,222
U.S. Government and Federal
 Agency obligations                 18,821      18,337      24,323      24,027      11,540      11,527
Other bonds and obligations          2,547       2,393       4,556       4,498         ---         ---
Mortgage-backed securities           8,709       8,668         ---         ---         ---         ---
                                   -------------------------------------------------------------------
      Total                         32,536      32,452      31,166      31,772      14,084      14,749
                                   -------------------------------------------------------------------
Securities held to maturity:
----------------------------
U.S. Government and Federal
 Agency obligations                    ---         ---         500         501       9,498       9,510
Other bonds and obligations            ---         ---       1,000       1,001       2,508       2,520
                                   -------------------------------------------------------------------
      Total                            ---         ---       1,500       1,502      12,006      12,030
                                   -------------------------------------------------------------------
      Total                        $32,536     $32,452     $32,666     $33,274     $26,090     $26,779
                                   ===================================================================
</TABLE>

      The following table sets forth the scheduled maturities, carrying
values and average yields for the company's debt securities at June 30,
2000.

<TABLE>
<CAPTION>

                                                                       At June 30, 2000
                                 --------------------------------------------------------------------------------------------
                                   One Year of Less        One to Five Years        Over Ten Years              Totals
                                 --------------------    --------------------    --------------------    ---------------------
                                 Amortized    Average    Amortized    Average    Amortized    Average    Amortized    Average
                                   Cost        Yield       Cost        Yield       Cost        Yield       Cost        Yield
                                 ---------    -------    ---------    -------    ---------    -------    ---------    -------
                                                                    (Dollars in thousands)

<S>                               <C>          <C>        <C>          <C>         <C>         <C>        <C>          <C>
Securities available for sale:
------------------------------
U.S. Government and Federal
 Agency obligations               $2,205       5.24%      $16,616      5.98%       $  ---       ---       $18,821      5.89%
Other bonds and obligations          ---        ---         2,547      5.80%          ---       ---         2,547      5.80%
Mortgage-backed securities           ---        ---           ---       ---         8,709      7.61%        8,709      7.61%
                                  ------                  -------                  ------                 -------
      Total                       $2,205       5.24%      $19,163      5.96%       $8,709      7.61%      $30,077      6.38%
                                  ======                  =======                  ======                 =======
</TABLE>

Deposit Activity and Other Sources Of Funds

      General. Deposits are the primary source of the Bank's funds for
lending and other investment purposes. In addition to deposits, the Bank
derives funds from principal repayments and interest payments on loans and
investments as well as other sources arising from operations in the
production of net earnings. Loan repayments and interest payments are a
relatively stable source of funds, while deposit inflows and outflows are
significantly influenced by general interest rates and money market
conditions. Borrowings may be used on a short-term basis to compensate for
reductions in the availability of funds from other sources, or on a longer
term basis for general business purposes.

      Deposits. Deposits are attracted principally from within the Bank's
primary market area through the offering of a broad selection of deposit
instruments, including checking accounts, passbook savings, NOW accounts,
demand deposits, money market accounts and certificates of deposit. Deposit
account terms vary, with the principal differences being the minimum
balance required, the time periods the funds must remain on deposit and the
interest rate.

      The Bank's policies are designed primarily to attract deposits from
local residents and businesses rather than to solicit deposits from areas
outside its primary market. The Bank does not accept deposits from brokers
due to the volatility and rate sensitivity of such deposits. Interest rates
paid, maturity terms, service fees and withdrawal penalties are established
by the Bank on a periodic basis. Determination of rates and terms are
predicated upon funds acquisition and liquidity requirements, rates paid by
competitors, growth goals and federal regulations.

      During the past several years, there has been an increase in demand
deposit and NOW accounts, resulting from the increase in commercial
customers during this time period. NOW account balances are volatile due to
a large deposit relationship with a law firm which maintains short-term
deposits in real estate conveyancing accounts and has significant
fluctuations in deposit account balances, particularly at month-ends.

      The following table sets forth the various types of deposit accounts
at the Bank and the balances in these accounts at the dates indicated.

<TABLE>
<CAPTION>

                                                      At June 30,
                            --------------------------------------------------------------
                                   2000                  1999                  1998
                            ------------------    ------------------    ------------------
                             Amount    Percent     Amount    Percent     Amount    Percent
                             ------    -------     ------    -------     ------    -------
                                                (Dollars in thousands)

<S>                         <C>         <C>       <C>         <C>       <C>         <C>
Savings deposit             $ 42,413     21.8%    $ 40,903     25.4%    $ 40,460     27.9%
NOW accounts                  33,927     17.5       29,361     18.3       34,208     23.6
Money market deposits          8,370      4.3        7,020      4.4        6,256      4.3
Demand deposits               16,346      8.4        8,556      5.3        6,603      4.6
Certificates of deposits      93,079     48.0       75,027     46.6       57,239     39.6
                            -------------------------------------------------------------
      Total deposits        $194,135    100.0%    $160,867    100.0%    $144,766    100.0%
                            =============================================================
</TABLE>

      For more information on the Bank's deposit accounts, see Note 6 of
Notes to Consolidated Financial Statements.

      The following table indicates the amount of the Bank's certificates
of deposit of $100,000 or more by time remaining until maturity at June 30,
2000.

<TABLE>
<CAPTION>

         Maturity Period    Certificates of Deposit    Rate
         ---------------    -----------------------    ----
                        (Dollars in thousands)

           <S>                      <C>                <C>
           0-3 months               $ 5,271            4.76%
           3-6 months                 4,214            7.14
           6-12 months               10,733            5.88
           1-2 years                  3,955            6.10
           2-3 years                    220            5.70
                                    -------
           Total                    $24,393            5.89%
                                    =======
</TABLE>

      Borrowings. Deposits historically have been the primary source of
funds for the Bank's lending and investment activities and for its general
business activities. The Bank is authorized, however, to use advances from
the Federal Home Loan Bank ("FHLB") to supplement its supply of lendable
funds and to meet liquidity requirements. Due to recent lending activity
and demand for liquidity, the Bank has utilized this borrowing power, and
has received advances from the FHLB. Advances from the FHLB are secured by
the Bank's stock in the FHLB, the Bank's deposits at the FHLB and a portion
of the Bank's mortgage loans and securities. The Bank had FHLB advances of
$38.8 million outstanding at June 30, 2000.

      The FHLB functions as a central reserve bank providing credit for
savings institutions and certain other financial institutions. As a member,
the Bank is required to own capital stock in the FHLB and is authorized to
apply for advances on the security of such stock and certain of its home
mortgages and other assets (principally, securities which are obligations
of, or guaranteed by the United States) provided certain standards related
to creditworthiness have been met.

Personnel

      As of June 30, 2000, the Bank had 62 full-time employees and 28 part-
time employees. The employees are not represented by a collective
bargaining unit and the Bank considers its relationship with its employees
to be good.

                         FEDERAL AND STATE TAXATION

Federal Taxation

      General. The following is intended only as a discussion of material
tax matters and does not purport to be a comprehensive description of the
tax rules applicable to the Bank or the Company. The Bank has not been
audited by the IRS during the last five years. For federal income tax
purposes, the Company and the Bank file consolidated income tax returns and
report their income on a fiscal year basis using the accrual method of
accounting and are subject to federal income taxation in the same manner as
other corporations with some exceptions, including particularly the Bank's
tax reserve for bad debts, discussed below.

      Distributions. To the extent that the Bank makes "non-dividend
distributions" to shareholders, such distributions will be considered to
result in distributions from the Bank's "base year reserve," i.e., its
reserve as of April 30, 1988, to the extent thereof and then from its
supplemental reserve for losses on loans, and an amount based on the amount
distributed will be included in the Bank's taxable income. Non-dividend
distributions include distributions in excess of the Bank's current and
accumulated earnings and profits, distributions in redemption of stock and
distributions in partial or complete liquidation. However, dividends paid
out of the Bank's current or accumulated earnings and profits, as
calculated for federal income tax purposes, will not constitute non-
dividend distributions and, therefore, will not be included in the Bank's
income.

      The amount of additional taxable income created from a non-dividend
distribution is equal to the lesser of the Bank's base year reserve and
supplemental reserve for losses on loans; or an amount that, when reduced
by the tax attributable to the income, is equal to the amount of the
distribution. Thus, in certain situations, approximately one and one-half
times the non-dividend distribution would be includable in gross income for
federal income tax purposes, assuming a 34% federal corporate income tax
rate.

      Elimination of Dividends; Dividends Received Deduction.  The Company
may exclude from its income 100% of dividends received from the Bank as a
member of the same affiliated group of corporations. A 70% dividends
received deduction generally applies with respect to dividends received
from domestic corporations that are not members of such affiliated group,
except that an 80% dividends received deduction applies if the Company and
the Bank own more than 20% of the stock of a corporation paying a dividend.

State and Local Taxation

      The Bank is subject to an annual Massachusetts excise (income) tax
equal to 10.50% of its pre-tax income, adjusted for certain items. Taxable
income includes gross income as defined under the Code, plus interest from
bonds, notes and evidences of indebtedness of any state, including
Massachusetts, less deductions, but not the credits, allowable under the
provisions of the Code. In addition, carryforwards and carrybacks of net
operating losses are not allowed.

      The Bank's active subsidiary, Mystic Securities Corporation, was
established solely for the purpose of acquiring and holding investments
which are permissible for banks to hold under Massachusetts law. Mystic
Securities Corporation is classified with the Massachusetts Department of
Revenue as a "security corporation" under Massachusetts law, qualifying it
to take advantage of the low 1.32% income tax rate on gross income
applicable to companies that are so classified.

      State of Delaware. As a Delaware holding company not earning income
in Delaware, the Company is exempted from Delaware corporate income tax but
is required to file an annual report with and has paid an annual franchise
tax to the State of Delaware.

      For additional information regarding taxation, see Note 8 of the
Notes to Consolidated Financial Statements.

                                 REGULATION

General

      As a co-operative bank chartered by the Commonwealth of
Massachusetts, the Bank is subject to extensive regulation under state law
with respect to many aspects of its banking activities; this state
regulation is administered by the Commissioner. In addition, as a bank
whose deposits are insured by the FDIC under the BIF, the Bank is subject
to deposit insurance assessments by the FDIC, and the FDIC has examination
and supervisory authority over the Bank, with a broad range of enforcement
powers. Finally, the Bank is required to maintain reserves against deposits
according to a schedule established by the Federal Reserve System. These
laws and regulations have been established primarily for the protection of
depositors and the deposit insurance funds, not bank stockholders.

      The following references to the laws and regulations under which the
Bank is regulated are brief summaries thereof, do not purport to be
complete, and are qualified in their entirety by reference to such laws and
regulations.

Massachusetts Banking Laws and Supervision

      Massachusetts co-operative banks such as the Bank are regulated and
supervised by the Commissioner. The Commissioner is required to regularly
examine each state-chartered bank. The approval of the Commissioner is
required to establish or close branches, to merge with another bank, to
form a bank holding company, to issue stock or to undertake many other
activities. Any Massachusetts bank that does not operate in accordance with
the regulations, policies and directives of the Commissioner is subject to
sanctions. The Commissioner may under certain circumstances suspend or
remove directors or officers of a bank who have violated the law, conducted
a bank's business in a manner which is unsafe, unsound or contrary to the
depositors' interests, or been negligent in the performance of their
duties.

      All Massachusetts-chartered co-operative banks are required to be
members of the Co-operative Central Bank and are subject to its
assessments. The Co-operative Central Bank maintains the Share Insurance
Fund, a private deposit insurer, which insures all deposits in member banks
in excess of FDIC deposit insurance limits. In addition, the Co-operative
Central Bank acts as a source of liquidity to its members in supplying them
with low-cost funds, and purchasing certain qualifying obligations from
them.

      Major changes in Massachusetts law in 1982 and 1983 substantially
expanded the powers of co-operative banks, and made their powers virtually
identical to those of state-chartered commercial banks. The powers which
Massachusetts-chartered co-operative banks can exercise under these laws
are summarized below.

      Lending Activities. A Massachusetts chartered co-operative bank may
make a wide variety of mortgage loans. Fixed-rate loans, adjustable-rate
loans, variable-rate loans, participation loans, graduated payment loans,
construction loans, condominium and co-operative loans, second mortgage
loans and other types of loans may be made in accordance with applicable
regulations. Mortgage loans may be made on real estate in Massachusetts or
in another New England state if the bank making the loan has an office
there or under certain other circumstances. In addition, certain mortgage
loans may be made on improved real estate located anywhere in the United
States. Commercial loans may be made to corporations and other commercial
enterprises with or without security. With certain exceptions, such loans
may be made without geographic limitation. Consumer and personal loans may
be made with or without security and without geographic limitation. Loans
to individual borrowers generally will be limited to 20% of the total of
the Bank's capital accounts and stockholders' equity.

      Investments Authorized. Massachusetts-chartered co-operative banks
have broad investment powers under Massachusetts law, including so-called
"leeway" authority for investments that are not otherwise specifically
authorized. The investment powers authorized under Massachusetts law are
restricted by federal law to permit, in general, only investments of the
kinds that would be permitted for national banks. The Bank has authority to
invest in all of the classes of loans and investments that are permitted by
its existing loan and investment policies.

      Payment of Dividends. Under Massachusetts banking laws, a stock co-
operative bank may declare and pay a dividend on its capital stock out of
the bank's net profits. Net profits means the remainder of all earnings
from current operations plus actual recoveries on loans and investments and
other assets after deducting from the total, all current operating
expenses, actual losses, accrued dividends on preferred stock, if any, and
all current operating expenses, actual losses, accrued dividends on
preferred stock, if any, and all federal and state taxes. A dividend,
however, may not be declared, credited or paid by a stock co-operative bank
so long as there is impairment of capital stock.

      Prior approval of the Commissioner is required if the Bank intends to
declare dividends on its common stock for any period other than for which
dividends are declared upon the preferred stock; or the total of all
dividends declared by the Bank in any calendar year shall exceed the total
of its net profits for that year combined with its retained net profit of
the preceding two years, less any required transfer to surplus or a fund
for the retirement of any preferred stock.

      In addition, federal law also may limit the amount of dividends that
may be paid by the Bank.

      Branches. With the approval of the Commissioner, bank branches may be
established in any city or town in Massachusetts; in addition, co-operative
banks may operate automated teller machines at any of their offices or,
with the Commissioner's approval, anywhere in Massachusetts. Sharing of
ATMs or "networking" is also permitted with the Commissioner's approval.
Massachusetts chartered co-operative banks may also operate ATMs outside of
Massachusetts if permitted to do so by the law of the jurisdiction in which
the ATM is located.

      Interstate Acquisitions. An out-of-state bank may (subject to various
regulatory approvals and to reciprocity in its home state) establish and
maintain bank branches in Massachusetts by (i) merging with a Massachusetts
bank that has been in existence for at least three years, (ii) acquiring a
branch or branches of a Massachusetts bank without acquiring the entire
bank, or (iii) opening such branches de novo. Massachusetts banks' ability
to exercise similar interstate banking powers in other states depends upon
the laws of the other states. For example, according to the law of the
bordering state of New Hampshire, out-of-state banks may acquire New
Hampshire banks by merger, but may not establish de novo branches in New
Hampshire.

      Other Powers. Massachusetts-chartered co-operative banks may also
lease machinery and equipment, act as trustee or custodian for tax
qualified retirement plans, establish trust departments and act as
professional trustee or fiduciary, provide payroll services for their
customers, issue or participate with others in the issuance of mortgage-
backed securities and establish mortgage banking companies and discount
securities brokerage operations. Some of these activities require the prior
approval of the Commissioner.

      Post-conversion Oversight. The Commissioner continues to oversee the
Bank following the conversion on a number of matters specifically relating
to the conversion. For example, the Bank has agreed to submit written
quarterly progress reports to the Commissioner for three years following
the conversion which detail the implementation of the Bank's conversion
business plan's objectives and goals.

Federal Banking Regulations

      Capital Requirements. Under FDIC regulations, state-chartered banks
that are not members of the Federal Reserve System ("state non-member
banks"), such as the Bank, are required to comply with minimum leverage
capital requirements. For an institution determined by the FDIC to not be
anticipating or experiencing significant growth and to have well
diversified risk, including no undue interest rate risk exposure, excellent
asset quality, high liquidity, good earnings and to be in general a strong
banking organization, rated composite 1 under the Uniform Financial
Institutions Ranking System (the CAMELS rating system) established by the
Federal Financial Institutions Examination Council, the minimum capital
leverage requirement is a ratio of Tier 1 capital to total assets of 3%.
For all other institutions, the minimum leverage capital ratio is 4% unless
a higher leverage capital ratio is warranted by the particular
circumstances or risk profile of the bank. Tier 1 capital is the sum of
common stockholders' equity, non-cumulative perpetual preferred stock
(including any related retained earnings) and minority investments in
certain subsidiaries, less most intangible assets.

      The FDIC regulations also require that co-operative banks meet a
risk-based capital standard. The risk-based capital standard requires the
maintenance of a ratio of total capital, which is defined as the sum of
Tier 1 capital and Tier 2 capital, to risk-weighted assets of at least 8%
and a ratio of Tier 1 capital to risk-weighted assets of at least 4%. In
determining the amount of risk-weighted assets, all assets, plus certain
off balance sheet items, are multiplied by a risk-weight of 0% to 100%,
based on the risks the FDIC believes are inherent in the type of asset or
item.

      The federal banking agencies, including the FDIC, have also adopted
regulations to require an assessment of an institution's exposure to
declines in the economic value of a bank's capital due to changes in
interest rates when assessing the bank's capital adequacy. Under such a
risk assessment, examiners will evaluate a bank's capital for interest rate
risk on a case-by-case basis, with consideration of both quantitative and
qualitative factors. According to the agencies, applicable considerations
include:

      *  the quality of the bank's interest rate risk management process;
      *  the overall financial condition of the bank; and
      *  the level of other risks at the bank for which capital is needed.

      Institutions with significant interest rate risk may be required to
hold additional capital. The agencies also issued a joint policy statement
providing guidance on interest rate risk management, including a discussion
of the critical factors affecting the agencies' evaluation of interest rate
risk in connection with capital adequacy.

      The following table shows the Company's and the Bank's leverage
ratio, its Tier 1 risk-based capital ratio, and its total risk-based
capital ratio, at June 30, 2000.

<TABLE>
<CAPTION>

                                                                                 Minimum
                                                                                 To Be Well
                                                                 Minimum         Capitalized Under
                                                                 Capital         Prompt Corrective
                                              Actual           Requirement       Action Provisions
                                         ----------------    ----------------    -----------------
                                         Amount     Ratio    Amount     Ratio    Amount     Ratio
                                         ------     -----    ------     -----    ------     -----
                                                          (Dollars in thousands)

<S>                                      <C>        <C>      <C>        <C>      <C>        <C>
Total Capital to Risk Weighed Assets
  Consolidated                           $30,775    20.2%    $12,174    8.0%         N/A     N/A
  Bank                                    27,737    18.3      12,121    8.0      $15,151    10.0%
Tier 1 Capital to Risk Weighed Assets
  Consolidated                            29,244    19.2       6,087    4.0          N/A     N/A
  Bank                                    26,206    17.3       6,060    4.0        9,090     6.0
Tier 1 Capital to Average Assets
  Consolidated                            29,244    11.4      10,309    4.0          N/A     N/A
  Bank                                    26,206    10.8       9,719    4.0       12,149     5.0
</TABLE>

      As the preceding table shows, the Company and the Bank exceeded the
minimum capital adequacy requirements at June 30, 2000.

      Enforcement. The FDIC has extensive enforcement authority over
insured co-operative banks, including the Bank. This enforcement authority
includes, among other things, the ability to assess civil money penalties,
to issue cease and desist orders and to remove directors and officers. In
general, these enforcement actions may be initiated in response to
violations of laws and regulations and to unsafe or unsound practices.

      The FDIC has authority under federal law to appoint a conservator or
receiver for an insured bank under certain circumstances. The FDIC is
required, with certain exceptions, to appoint a receiver or conservator for
an insured state bank if that bank was "critically undercapitalized" on
average during the calendar quarter beginning 270 days after the date on
which the bank became "critically undercapitalized." For this purpose,
"critically undercapitalized" means having a ratio of tangible equity to
total assets equal to or less than 2%. See "-Prompt Corrective Action." The
FDIC may also appoint a conservator or receiver for a state bank on the
basis of the institution's financial condition or upon the occurrence of
certain events, including: (i) insolvency (whereby the assets of the bank
are less than its liabilities to depositors and others); (ii) substantial
dissipation of assets or earnings through violations of law or unsafe or
unsound practices; (iii) existence of an unsafe or unsound condition to
transact business; (iv) likelihood that the bank will be unable to meet the
demands of its depositors or to pay its obligations in the normal course of
business; and (v) insufficient capital, or the incurring or likely
incurring of losses that will deplete substantially all of the
institution's capital with no reasonable prospect of replenishment of
capital without federal assistance.

      Deposit Insurance. The FDIC has adopted a risk-based deposit
insurance assessment system. The FDIC assigns an institution to one of
three capital categories based on the institution's financial information,
as of the reporting period ending seven months before the assessment
period, consisting of (1) well capitalized, (2) adequately capitalized or
(3) undercapitalized, and one of three supervisory subcategories within
each capital group. The supervisory subgroup to which an institution is
assigned is based on a supervisory evaluation provided to the FDIC by the
institution's primary federal regulator and information that the FDIC
determines to be relevant to the institution's financial condition and the
risk posed to the deposit insurance funds. An institution's assessment rate
depends on the capital category and supervisory category to which it is
assigned. Assessment rates for BIF deposits currently range from 0 basis
points to 27 basis points. The Bank's assessment rate is currently 0 basis
points. The FDIC is authorized to raise the assessment rates in certain
circumstances, including to maintain or achieve the designated reserve
ratio of 1.25%, which requirement the BIF currently meets. The FDIC has
exercised its authority to raise rates in the past and may raise insurance
premiums in the future. If such action is taken by the FDIC, it could have
an adverse effect on the earnings of the Bank. In addition, recent
legislation requires BIF-insured institutions like the Bank to assist in
the payment of FICO bonds.

      Under the Federal Deposit Insurance Act (the "FDI Act"), insurance of
deposits may be terminated by the FDIC upon a finding that the institution
has engaged in unsafe or unsound practices, is in an unsafe or unsound
condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC or the Division.
The management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

      Transactions with Affiliates and Insiders of the Bank. Transactions
between an insured bank, such as the Bank, and any of its affiliates is
governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate
of a bank is any company or entity which controls, is controlled by or is
under common control with the bank. Currently, a subsidiary of a bank that
is not also a depository institution is not treated as an affiliate of the
bank for purposes of Sections 23A and 23B, but the FRB has proposed
treating any subsidiary of a bank that is engaged in activities not
permissible for bank holding companies under the Bank Holding Company Act,
as an affiliate for purposes of Sections 23A and 23B. Generally, Sections
23A and 23B (i) limit the extent to which the bank or its subsidiaries may
engage in "covered transactions" with any one affiliate to an amount equal
to 10% of such institution's capital stock and surplus, and limit all such
transactions with all affiliates to an amount equal to 20% of such capital
stock and surplus and (ii) require that all such transactions be on terms
that are consistent with safe and sound banking practices. The term
"covered transaction" includes the making of loans, purchase of assets,
issuance of guarantees and similar other types of transactions. In
addition, any covered transaction and certain other transactions, including
the sale of assets or purchase of services, between a bank and any of its
affiliates must be on terms that are substantially the same, or at least as
favorable, to the bank as those that would be provided to a non-affiliate.
Further, most loans by a bank to its affiliate must be supported by
collateral in amounts ranging from 100 to 130 percent of the loan amounts.

      A bank's loans to its executive officers, directors, any owner of 10%
or more of its stock and any of certain entities affiliated to any such
person (each an "insider") are subject to the conditions and limitations
imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve
Board's Regulation O thereunder. Under Section 22(h), loans to an insider
may not exceed, together with all other outstanding loans to such person
and affiliated interests, the loans-to-one-borrower limit applicable to
national banks (generally 15% of the institution's unimpaired capital and
surplus), and all loans to all such persons in the aggregate may not exceed
the institution's unimpaired capital and unimpaired surplus. Regulation O
also prohibits the making of loans in an amount greater than either (a)
$500,000 or (b) the greater of $25,000 or 5% of the bank's unimpaired
capital and surplus, unless such loans are approved in advance by a
majority of the Board of Directors of the bank, with any "interested"
director not participating in the voting. Further, Regulation O requires
that loans to insiders be made on terms substantially the same as those
that are offered in comparable transactions to other persons. Regulation O
also prohibits a depository institution from paying the overdrafts over
$1,000 of any of its executive officers or directors unless they are paid
pursuant to written pre-authorized extension of credit or transfer of funds
plans. Also, loans to an executive officer, other than loans for the
education of the officer's children and certain loans secured by the
officer's residence, may not exceed the lesser of (a) $100,000 or (b) the
greater of $25,000 or 2.5% of the bank's capital stock, surplus fund and
undivided profits.

      State chartered non-member banks are further subject to the
requirements and restrictions of 12 U.S.C. [SECTION]1972 on certain tying
arrangements and extensions of credit by correspondent banks. Specifically,
this statute (i) prohibits a depository institution from extending credit
to or offering any other service, or fixing or varying the consideration
for such extension of credit or service, on the condition that the customer
obtain some additional service from the institution or certain of its
affiliates or not obtain services of a competitor of the institution,
subject to certain exceptions, and (ii) also prohibits extensions of credit
to executive officers, directors, and greater than 10% stockholders of a
depository institution by any other institution which has a correspondent
banking relationship with the institution, unless such extension of credit
is on substantially the same terms as those prevailing at the time for
comparable transactions with other persons and does not involve more than
the normal risk of repayment or present other unfavorable features.

      Real Estate Lending Policies. FDIC regulations require that state-
chartered non-member banks must adopt and maintain written policies that
establish appropriate limits and standards for extensions of credit that
are secured by liens or interest in real estate or are made for the purpose
of financing permanent improvements to real estate. These policies must
establish loan portfolio diversification standards, prudent underwriting
standards, including loan-to-value limits that are clear and measurable,
loan administration procedures and documentation, approval and reporting
requirements. The real estate lending policies must reflect consideration
of the Interagency Guidelines for Real Estate Lending Policies (the
"Interagency Guidelines") that have been adopted by the federal bank
regulators.

      The Interagency Guidelines, among other things, call upon a
depository institution to establish internal loan-to-value limits for real
estate loans that are not in excess of the following supervisory limits:
(i) for loans secured by raw land, the supervisory loan-to-value limit is
65% of the value of the collateral; (ii) for land development loans (i.e.,
loans for the purpose of improving unimproved property prior to the
erection of structures), the supervisory limit is 75%; (iii) for loans for
the construction of commercial, multi-family or other nonresidential
property, the supervisory limit is 80%; (iv) for loans for the construction
of one- to four-family properties, the supervisory limit is 85%; and (v)
for loans secured by other improved property (e.g., farmland, completed
commercial property and other income-producing property including non owner
occupied, one- to four-family property), the limit is 85%. Although no
supervisory loan-to-value limit has been established for owner-occupied,
one- to four-family and home equity loans, the Interagency Guidelines state
that for any such loan with a loan-to-value ratio that equals or exceeds
90% at origination, an institution should require appropriate credit
enhancement in the form of either mortgage insurance or readily marketable
collateral.

      Safety and Soundness Standards. Pursuant to the requirements of
FDICIA, as amended by the Riegle Community Development and Regulatory
Improvement Act of 1994, each federal banking agency, including the FDIC,
has adopted guidelines establishing general standards relating to internal
controls, information and internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth, asset quality,
earnings, and compensation, fees and benefits. In general, the guidelines
require, among other things, appropriate systems and practices to identify
and manage the risks and exposures specified in the guidelines. The
guidelines prohibit excessive compensation as an unsafe and unsound
practice and describe compensation as excessive when the amounts paid are
unreasonable or disproportionate to the services performed by an executive
officer, employee, director, or principal shareholder. In addition, the
FDIC adopted regulations to require a bank that is given notice by the FDIC
that it is not satisfying any of such safety and soundness standards to
submit a compliance plan to the FDIC. If, after being so notified, a bank
fails to submit an acceptable compliance plan or fails in any material
respect to implement an accepted compliance plan, the FDIC may issue an
order directing corrective and other actions of the types to which a
significantly undercapitalized institution is subject under the "prompt
corrective action" provisions of FDICIA. If a bank fails to comply with
such an order, the FDIC may seek to enforce such an order in judicial
proceedings and to impose civil monetary penalties.

      Prompt Corrective Action. FDICIA also established a system of prompt
corrective action to resolve the problems of undercapitalized institutions.
The FDIC, as well as the other federal banking regulators, adopted
regulations governing the supervisory actions that may be taken against
undercapitalized institutions. The regulations establish five categories,
consisting of "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." The FDIC's regulations defines the five capital
categories as follows: Generally, an institution will be treated as "well
capitalized" if its ratio of total capital to risk-weighted assets is at
least 10%, its ratio of core capital to risk-weighted assets is at least
6%, its ratio of core capital to total assets is at least 5%, and it is not
subject to any order or directive by the FDIC to meet a specific capital
level. An institution will be treated as "adequately capitalized" if its
ratio of total capital to risk-weighted assets is at least 8%, its ratio of
core capital to risk-weighted assets is at least 4%, and its ratio of core
capital to total assets is at least 4% (3% if the bank receives the highest
rating on the CAMELS financial institutions rating system) and it is not a
well-capitalized institution. An institution that has total risk-based
capital of less than 8%, Tier 1 risk-based capital of less than 4% or a
leverage ratio that is less than 4% (or less than 3% if the institution is
rated a composite "1" under the CAMELS rating system) would be considered
to be "undercapitalized." An institution that has total risk-based capital
of less than 6%, core capital of less than 3% or a leverage ratio that is
less than 3% would be considered to be "significantly undercapitalized,"
and an institution that has a tangible capital to assets ratio equal to or
less than 2% would be deemed to be "critically undercapitalized." At June
30, 2000, the Bank was categorized as "well capitalized."

      The severity of the action authorized or required to be taken under
the prompt corrective action regulations increases as a bank's capital
deteriorates within the three undercapitalized categories. All banks are
prohibited from paying dividends or other capital distributions or paying
management fees to any controlling person if, following such distribution,
the bank would be undercapitalized. The FDIC is required to monitor closely
the condition of an undercapitalized bank and to restrict the growth of its
assets. An undercapitalized bank is required to file a capital restoration
plan within 45 days of the date the bank receives notice that it is within
any of the three undercapitalized categories, and the plan must be
guaranteed by any parent holding company. The aggregate liability of a
parent holding company is limited to the lesser of: (i) an amount equal to
the five percent of the bank's total assets at the time it became
"undercapitalized," and (ii) the amount which is necessary (or would have
been necessary) to bring the bank into compliance with all capital
standards applicable with respect to such bank as of the time it fails to
comply with the plan. If a bank fails to submit an acceptable plan, it is
treated as if it were "significantly undercapitalized." Banks that are
significantly or critically undercapitalized are subject to a wider range
of regulatory requirements and restrictions.

      The FDIC has a broad range of grounds under which it may appoint a
receiver or conservator for an insured depositary bank. If one or more
grounds exist for appointing a conservator or receiver for a bank, the FDIC
may require the bank to issue additional debt or stock, sell assets, be
acquired by a depository bank holding company or combine with another
depository bank. Under FDICIA, the FDIC is required to appoint a receiver
or a conservator for a critically undercapitalized bank within 90 days
after the bank becomes critically undercapitalized or to take such other
action that would better achieve the purposes of the prompt corrective
action provisions. Such alternative action can be renewed for successive
90-day periods. However, if the bank continues to be critically
undercapitalized on average during the quarter that begins 270 days after
it first became critically undercapitalized, a receiver must be appointed,
unless the FDIC makes certain findings that the bank is viable.

      Community Reinvestment. Under the Community Reinvestment Act ("CRA"),
as implemented by FDIC regulations, a bank savings association has a
continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including
low and moderate income neighborhoods. The CRA does not establish specific
lending requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of products and
services that it believes are best suited to its particular community,
consistent with the CRA. The CRA requires the FDIC, in connection with its
examination of a bank, to assess the bank's record of meeting the credit
needs of its community and to take such record into account in its
evaluation of certain applications by such bank. The CRA also requires all
institutions to make public disclosure of their CRA ratings. The Bank
received an "Outstanding" CRA rating in its most recent examinations from
both the FDIC and Commonwealth of Massachusetts.

      The CRA regulations establish an assessment system that bases a
bank's rating on its actual performance in meeting community needs. In
particular, the assessment system focuses on three tests: (a) a lending
test, to evaluate the institution's record of making loans in its service
areas; (b) an investment test, to evaluate the institution's record of
investing in community development projects, affordable housing, and
programs benefiting low or moderate income individuals and businesses; and
(c) a service test, to evaluate the institution's delivery of services
through its branches, ATMs, and other offices. Small banks would be
assessed pursuant to a streamlined approach focusing on a lesser range of
information and performance standards. The term "small bank" is defined as
including banks with less than $250 million in assets or an affiliate of a
holding company with banking and thrift assets of less than $1 billion,
which would include the Bank.

Holding Company Regulation

      Federal Regulation. The Company is subject to examination, regulation
and periodic reporting under the Bank Holding Company Act (the "BHCA"), as
administered by the Federal Reserve Board (the "FRB"). The FRB has adopted
capital adequacy guidelines for bank holding companies on a consolidated
basis substantially similar to those of the FDIC for the Bank. As of June
30, 2000, the Company's total capital and Tier 1 capital ratios exceeded
these minimum capital requirements.

      The Company will be required to obtain the prior approval of the FRB
to acquire all, or substantially all, of the assets of any bank or bank
holding company. Prior FRB approval will be required for the Company to
acquire direct or indirect ownership or control of any voting securities of
any bank or bank holding company if, after giving effect to such
acquisition, it would, directly or indirectly, own or control more than 5%
of any class of voting shares of such bank or bank holding company.

      The Company will be required to give the FRB prior written notice of
any purchase or redemption of its outstanding equity securities if the
gross consideration for the purchase or redemption, when combined with the
net consideration paid for all such purchases or redemptions during the
preceding 12 months, will be equal to 10% or more of the Company's
consolidated net worth. The FRB may disapprove such a purchase or
redemption if it determines that the proposal would constitute an unsafe
and unsound practice, or would violate any law, regulation, FRB order or
directive, or any condition imposed by, or written agreement with, the FRB.
Such notice and approval is not required for a bank holding company that
would be treated as "well capitalized" under applicable regulations of the
FRB, that has received a composite "1" or "2" rating at its most recent
bank holding company inspection by the FRB, and that is not the subject of
any unresolved supervisory issues.

      The status of the Company as a registered bank holding company under
the BHCA does not exempt it from certain federal and state laws and
regulations applicable to corporations generally, including, without
limitation, certain provisions of the federal securities laws.

      In addition, a bank holding company which does not qualify as a
financial holding company under the Gramm-Leach-Bliley Financial Services
Modernization Act of 1999 (the "GLBA") is generally prohibited from
engaging in, or acquiring direct or indirect control of any company engaged
in non-banking activities. One of the principal exceptions to this
prohibition is for activities found by the Federal Reserve Board to be so
closely related to banking or managing or controlling banks as to be
permissible. Some of the principal activities that the Federal Reserve
Board has determined by regulation to be so closely related to banking as
to be permissible are:

      *  making or servicing loans;
      *  performing certain data processing services;
      *  providing discount brokerage services;
      *  acting as fiduciary, investment or financial advisor;
      *  leasing personal or real property;
      *  making investments in corporations or projects designed primarily
         to promote community welfare; and
      *  acquiring a savings and loan association.

      Bank holding companies that do qualify as a financial holding company
may engage in activities that are financial in nature or incident to
activities which are financial in nature. Bank holding companies may
qualify to become a financial holding company if:

      *  each of its depository institution subsidiaries is "well capitalized";
      *  each of its depository institution subsidiaries is "well managed";
      *  each of its depository institution subsidiaries has at least a
         "satisfactory" Community Reinvestment Act rating at its most
         recent examination; and
      *  the bank holding company has filed a certification with the
         Federal Reserve Board that it elects to become a financial holding
         company.

      As of June 30, 2000, the Company had registered as a financial
holding company.

      Under the Federal Deposit Insurance Act, depository institutions are
liable to the FDIC for losses suffered or anticipated by the FDIC in
connection with the default of a commonly controlled depository institution
or any assistance provided by the FDIC to such an institution in danger of
default. This law would potentially be applicable to the Company if it ever
acquired as a separate subsidiary a depository institution in addition to
the Bank.

Federal Home Loan Bank System

      The Bank is a member of the FHLB System, which consists of 12
regional Federal Home Loan Banks subject to supervision and regulation by
the Federal Housing Finance Board ("FHFB"). The Federal Home Loan Banks
provide a central credit facility primarily for member institutions. As a
member of the FHLB, the Bank is required to acquire and hold shares of
capital stock in the FHLB in an amount equal to 1% of the aggregate unpaid
principal of its home mortgage loans, home purchase contracts, and similar
obligations, but not less than $500. The Bank was in compliance with this
requirement with an investment in FHLB stock at June 30, 2000, of $2.4
million.

      The FHLB serves as a reserve or central bank for its member
institutions within its assigned region. It is funded primarily from
proceeds derived from the sale of consolidated obligations of the FHLB
System. It offers advances to members in accordance with policies and
procedures established by the FHFB and the Board of Directors of the FHLB.
Long-term advances may only be made for the purpose of providing funds for
residential housing finance.

      Federal Home Loan Bank System Modernization Act of 1999. Title 6 of
the GLBA, entitled the Federal Home Loan Bank System Modernization Act of
1999 ("FHLB Modernization Act"), has amended the FHLB Act by allowing for
voluntary membership and modernizing the capital structure and governance
of the FHLB system. The new capital structure established under the FHLB
Modernization Act sets forth new leverage and risk-based capital
requirements based on permanence of capital. It also requires some minimum
investment in FHLB stock of all member entities. Capital will include
retained earnings and two forms of stock: Class A stock redeemable within
six months, written notice and Class B stock redeemable within five years,
written notice.  The FHLB Modernization Act provides a transition period to
the new capital regime, which will not be effective until the FHLB enacts
implementing regulations. The FHLB Modernization Act also reduces the
period of time in which a member exiting the FHLB system must stay out of
the system.

Federal Reserve System

      Pursuant to regulations of the FRB, a bank must maintain average
daily reserves equal to 3% on the first $46.5 million of net transaction
accounts (subject to an exemption for the first $4.9 million), plus 10% on
the remainder. This percentage is subject to adjustment by the FRB. Because
required reserves must be maintained in the form of vault cash or in a non-
interest bearing account at a Federal Reserve Bank, the effect of the
reserve requirement is to reduce the amount of the institution's interest-
earning assets. As of June 30, 2000, the Bank met its reserve requirements.

Financial Services Modernization Bill

      On November 12, 1999, President Clinton signed the GLBA, federal
legislation intended to modernize the financial services industry by
establishing a comprehensive framework to permit affiliations among
commercial banks, insurance companies, securities firms and other financial
service providers. Generally, the GLBA (i) repeals the historical
restrictions and eliminates many federal and state law barriers to
affiliations among banks, securities firms, insurance companies and other
financial service providers, (ii) provides a uniform framework for the
functional regulation of the activities of banks, savings institutions and
their holding companies, (iii) broadens the activities that may be
conducted by national banks, banking subsidiaries of bank holding companies
and their financial subsidiaries, (iv) provides an enhanced framework for
protecting the privacy of consumer information, (v) adopts a number of
provisions related to the capitalization, membership, corporate governance
and other measures designed to modernize the Federal Home Loan Bank system,
(vi) modifies the laws governing the implementation of the Community
Reinvestment Act and (vii) addresses a variety of other legal and
regulatory issues affecting both day-to-day operations and long-term
activities of financial institutions.

      The GLBA allows bank holding to engage in a wider variety of
financial activities than permitted under prior law, particularly with
respect to insurance and securities activities. In addition, in a change
from prior law, bank holding companies may be owned, controlled or acquired
by any company engaged in financially related activities.

      The Company does not believe that the GLBA has had a material adverse
effect on the Company's operations thus far. However, to the extent that
the GLBA permits banks, securities firms and insurance companies to
affiliate, the financial services industry may experience further
consolidation. This could result in a growing number of larger financial
institutions that offer a wider variety of financial services than the
Company currently offers and that can aggressively compete in the markets
currently served by the Company.

Federal Securities Laws

      The Company's Common Stock is registered with the SEC under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Accordingly, the Company is subject to the information, proxy
solicitation, insider trading restrictions and other requirements of the
Exchange Act.

ITEM 2.   PROPERTIES

      The following table sets forth certain information at June 30, 2000
regarding the Bank's office facilities which are owned by the Bank, with
the exception of the High School Educational Branch, Lexington and
Arlington offices, which are leased, and certain other information relating
to its property at that date.

<TABLE>
<CAPTION>

                                                       Year      Square        Net Book
                                                    Completed    Footage         Value
                                                    ---------    -------       --------
                                                                            (In thousands)

<S>                    <C>                             <C>        <C>           <C>
Main Office            60 High Street                  1931       7,000         $1,059
                       Medford, MA 02155

West Medford Office    430 High Street                 1970       2,500             21
                       Medford, MA 02155

Salem Street Office    201 Salem Street                1995       3,500            900
                       Medford, MA 02155

Lexington Office       1793 Massachusetts Avenue       1998       2,500            117
                       Lexington, MA 02420

Arlington Office       856 Massachusetts Avenue        2000       3,000            290
                       Arlington, MA

High School            489 Winthrop Street             1986         500            ---
Educational Branch     Medford, MA 02155                                        ------
    Net Book Value                                                              $2,387
                                                                                ======
</TABLE>

      The Bank also owns an office building adjacent to its main office,
located at 66 High Street, Medford, MA 02155, which had a net book value of
$1.7 million at June 30, 2000. The Bank uses a portion of the top floor of
this building to house some of its administrative and clerical services and
leases the remaining space to third-party tenants.

      At June 30, 2000, the net book value of the Bank's computer equipment
and other furniture, fixtures and equipment at its existing offices totaled
$418,000. For more information, see Note 4 of the Notes to Consolidated
Financial Statements.

ITEM 3.   LEGAL PROCEEDINGS

      The Company is not involved in any pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of
business. Such routine legal proceedings in the aggregate are believed by
management to be immaterial to the Company's consolidated financial
condition and results of operations.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

                                   PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

      The Company's common stock is traded on the Nasdaq National Market
under the symbol "MYST." The table below shows the high and low sales price
during the periods indicated. The Company's common stock began trading on
January 8, 1998, the date of the conversion and initial public offering. At
June 30, 2000, the last trading date in the Company's fiscal year, the
Company's common stock closed at $12.063. On August 24, 2000, there were
1,991,104 shares of the Company's common stock outstanding, which were held
of record by approximately 943 stockholders, not including persons or
entities who hold the stock in nominee or "street" name through various
brokerage firms.

      The Board of Directors considers paying dividends, dependent on the
results of operations and financial condition of the Company, tax
considerations, industry standards, economic conditions, regulatory
restrictions and other factors. There are significant regulatory
limitations on the Company's ability to pay dividends depending on the
dividends it receives from its subsidiary, Medford Co-operative Bank, which
are subject to regulations and the Bank's continued compliance with all
regulatory capital requirements and the overall health of the institution.

<TABLE>
<CAPTION>

             Quarter Ended                    High       Low      Dividends
             -------------                    ----       ---      ---------

<S>                                         <C>        <C>          <C>
Fiscal year ended June 30, 2000:
  Fourth Quarter ended June 30, 2000        $12.500    $ 9.750      $0.07
  Third Quarter ended March 31, 2000         11.500      9.875       0.07
  Second Quarter ended December 31, 1999     12.313     10.250       0.06
  First Quarter ended September 30, 1999     13.500     10.625       0.06
Fiscal year ended June 30, 1999:
  Fourth Quarter ended June 30, 1999         12.875     10.000       0.06
  Third Quarter ended March 31, 1999         12.250     11.625       0.05
  Second Quarter ended December 31, 1998     13.875      9.688       0.05
  First Quarter ended September 30, 1998     14.875     10.750       0.05
</TABLE>

ITEM 6.   SELECTED FINANCIAL DATA

      The following table sets forth selected financial data concerning the
Company at the dates and for the years indicated. The following data is
qualified in its entirety by the detailed information and consolidated
financial statements appearing elsewhere in this Annual Report on Form 10-
K.

<TABLE>
<CAPTION>

                                                          At or for the Years Ended June 30,
                                              ----------------------------------------------------------
                                                2000         1999         1998        1997        1996
                                                ----         ----         ----        ----        ----
                                                     (Dollars in thousands, except per share data)

<S>                                           <C>          <C>          <C>         <C>         <C>
Balance sheet data:
  Total assets                                $ 263,888    $ 215,214    $199,049    $149,653    $131,366
  Loans, net                                    189,200      154,689     138,593     114,568      94,760
  Securities:
    Available for sale                           32,452       31,772      14,749       3,819       1,568
    Held to maturity                                ---        1,500      12,006      17,504      16,929
  Deposits                                      194,135      160,867     144,766     129,303     119,634
  Borrowings                                     38,750       18,978      16,505       7,532         ---
  Total stockholders' equity                     29,189       34,052      36,127      11,940      10,949
Asset quality data:
  Non-performing loans                                2          ---         150         365         622
  Allowance for loan losses                       1,531        1,348       1,236         977         742
Number of:
  Mortgage loans outstanding                      1,609        1,626       1,548       1,384       1,329
  Deposit accounts                               21,661       19,644      18,920      18,809      18,465
  Full service offices                                5            4           3           3           3
Number of employees:
  Full-time                                          62           52          48          44          42
  Part-time                                          28           21          21          22          22
Statement of income data:
  Interest and dividend income                $  16,177    $  13,745    $ 12,210    $  9,899    $  8,928
  Interest expense                                7,446        6,221       5,648       4,911       4,569
                                              ----------------------------------------------------------
  Net interest income                             8,731        7,524       6,562       4,988       4,359
  Provision for loan losses                         200          145         245         272         100
                                              ----------------------------------------------------------
  Net interest income after provision
   for loan losses                                8,531        7,379       6,317       4,716       4,259
  Other income                                      945        1,136       1,035         882         658
  Operating expenses                              6,715        6,042       4,774       4,330       3,878
                                              ----------------------------------------------------------
  Income before income taxes                      2,761        2,473       2,578       1,268       1,039
  Provision for income taxes                      1,072          971       1,031         527         440
                                              ----------------------------------------------------------
  Net income                                  $   1,689    $   1,502    $  1,547    $    741    $    599
                                              ==========================================================
Per share data:
  Weighted average shares outstanding         2,024,201    2,375,440         N/A         N/A         N/A
  Basic and diluted earnings per share        $    0.83    $    0.63         N/A         N/A         N/A
  Cash dividends paid per share                    0.26         0.21    $   0.05         N/A         N/A
  Book value per share                            16.43        15.06       14.50         N/A         N/A

<CAPTION>

                                                          At or for the Years Ended June 30,
                                              ----------------------------------------------------------
                                                2000         1999         1998        1997        1996
                                                ----         ----         ----        ----        ----

<S>                                           <C>          <C>          <C>         <C>         <C>
Selected operating ratios:
  Interest rate spread (1)                         3.43%        3.26%       3.54%       3.63%       3.48%
  Net interest margin (2)                          4.04         3.96        4.05        3.84        3.67
  Return on average assets                         0.74         0.75        0.90        0.54        0.48
  Return on average equity                         5.37         4.29        6.70        6.40        5.53
  Operating expenses as a percent
   of average total assets                         2.95         3.01        2.79        3.15        3.08
  Efficiency ratio (3)                            69.40        69.77       62.84       73.76       77.30
Asset quality ratios:
  Non-performing loans as a percent
   of net loans                                    0.00         0.00        0.11        0.32        0.66
  Non-performing loans as a percent
   of total assets                                 0.00         0.00        0.08        0.24        0.47
  Allowance for loan losses as a percent
   of non-performing loans                       76,550          N/A         824         268         119
  Net charge-offs (recoveries) to average
   Loans                                           0.01         0.02       (0.01)       0.04        0.13
Capital ratios:
  Average equity to average assets                13.81        17.48       13.48        8.42        8.60
  Regulatory Tier 1 leverage capital ratio        11.35        16.05       19.07        8.08        8.51
  Total equity to total assets                    11.06        15.82       18.15        7.98        8.33

<FN>
--------------------
<F1>  Interest rate spread represents the difference between weighted
      average yield on interest-earning assets and the weighted average
      cost of interest-bearing liabilities.
<F2>  Net interest margin represents net interest income divided by average
      interest-earning assets.
<F3>  Operating expenses divided by the sum of net interest income and
      other income.
</FN>
</TABLE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

General

      Medford Co-operative Bank (the "Bank") completed its conversion from
a mutual to a stock institution and was simultaneously acquired by Mystic
Financial, Inc. ("Mystic" or the "Company") on January 8, 1998. The
following discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes thereto included within
this report.

      The Company and the Bank may from time to time make written or oral
"forward-looking statements." These forward-looking statements may be
contained in this annual filing with the Securities and Exchange Commission
(the "SEC"), the Annual Report to Shareholders, other filings with the SEC,
and in other communications by the Company and the Bank, which are made in
good faith pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar expressions are intended to identify forward-looking
statements.

      Forward-looking statements include statements with respect to the
Company's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties. The following factors, many of which are subject to change
based on various other factors beyond the Company's control, and other
factors discussed in this Form 10-K, as well as other factors identified in
the Company's filings with the SEC and those presented elsewhere by
management from time to time, could cause its financial performance to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements:

*  the strength of the United States economy in general and the strength of
   the local economies in which the Company and the Bank conduct operations;
*  the effects of, and changes in, trade, monetary and fiscal policies and
   laws, including interest rate policies of the Federal Reserve Board;
*  inflation, interest rate, market and monetary fluctuations;
*  the timely development of and acceptance of new products and services
   and the perceived overall value of these products and services by users,
   including the features, pricing and quality compared to competitors'
   products and services;
*  the willingness of users to substitute competitors' products and
   services for the Company's and the Bank's products and services;
*  the Company's and the Bank's success in gaining regulatory approval of
   their products and services, when required;
*  the impact of changes in financial services' laws and regulations
   (including laws concerning taxes, banking, securities and insurance);
*  the impact of technological changes;
*  acquisitions;
*  changes in consumer spending and saving habits; and
*  the Company's and the Bank's success at managing the risks involved in
   their business.

      This list of important factors is not exclusive. The Company or the
Bank does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company or the Bank.

      The business of the Bank consists of attracting deposits from the
general public and using these funds to originate various types of loans
primarily in eastern Middlesex County, Massachusetts, including mortgage
loans secured by one- to four-family residences, commercial loans secured
by general business assets, commercial real estate loans secured by
commercial property, and to invest in U.S. Government and Federal Agency
and other securities. To a lesser extent, the Bank engages in various forms
of consumer and home equity lending.

      The Company's profitability depends primarily on its net interest
income, which is the difference between the interest income it earns on its
loans and investment portfolio and its cost of funds, which consists mainly
of interest paid on deposits and on borrowings from the FHLB. Net interest
income is affected by the relative amounts of interest-earning assets and
interest-bearing liabilities and the interest rates earned or paid on these
balances. When interest-earning assets approximate or exceed interest-
bearing liabilities, any positive interest rate spread will generate net
interest income.

      The Company's profitability is also affected by the level of other
(noninterest) income and operating expenses. Other income consists
primarily of service fees, loan servicing and other loan fees and gains on
sales of securities. Operating expenses consist of salaries and benefits,
occupancy related expenses and other general operating expenses.

      The operations of the Bank, and banking institutions in general, are
significantly influenced by general economic conditions and related
monetary and fiscal policies of financial institution's regulatory
agencies. Deposit flows and the cost of funds are influenced by interest
rates on competing investments and general market rates of interest.
Lending activities are affected by the demand for financing real estate and
other types of loans, which in turn are affected by the interest rates at
which such financing may be offered and other factors affecting loan demand
and the availability of funds.

Business Strategy

      The Bank's business strategy is to operate as a well-capitalized,
profitable and independent community bank dedicated to financing home
ownership, small business and consumer needs in its market area and
providing quality service to its customers. The Bank has implemented this
strategy by: (i) monitoring the needs of customers and providing quality
service; (ii) emphasizing consumer-oriented banking by originating
residential mortgage loans and consumer loans, and by offering various
deposit accounts and other financial services and products; (iii) recently
increasing its emphasis on commercial banking and lending by originating
loans for small businesses and providing greater services in its commercial
and commercial real estate loan department; (iv) maintaining high asset
quality through conservative underwriting; and (v) producing stable
earnings.

Asset/Liability Management

      A principal operating objective of the Bank is to produce stable
earnings by achieving a favorable interest rate spread that can be
sustained during fluctuations in prevailing interest rates. Since the
Bank's principal interest-earning assets have longer terms to maturity than
its primary source of funds, i.e., deposit liabilities, increases in
general interest rates will generally result in an increase in the Bank's
cost of funds before the yield on its asset portfolio adjusts upward. The
Bank has sought to reduce its exposure to adverse changes in interest rates
by attempting to achieve a closer match between the periods in which its
interest-bearing liabilities and interest-earning assets can be expected to
reprice through the origination of adjustable-rate mortgages and loans with
shorter terms and the purchase of other shorter term interest-earning
assets.

      The term "interest rate sensitivity" refers to those assets and
liabilities which mature and reprice periodically in response to
fluctuations in market rates and yields. As noted above, one of the
principal goals of the Bank's asset/liability program is to maintain and
match the interest rate sensitivity characteristics of the asset and
liability portfolios.

      In order to properly manage interest rate risk, the Bank's Board of
Directors has established an Asset/Liability Management Committee ("ALCO")
made up of members of management to monitor the difference between the
Bank's maturing and repricing assets and liabilities and to develop and
implement strategies to decrease the "negative gap" between the two. The
primary responsibilities of the committee are to assess the Bank's
asset/liability mix, recommend strategies to the Board that will enhance
income while managing the Bank's vulnerability to changes in interest rates
and report to the Board the results of the strategies used.

      Since the early 1980s, the Bank has stressed the origination of
adjustable-rate residential mortgage loans and adjustable-rate home equity
loans. The Bank regularly sells fixed rate loans with terms in excess of 15
years. Since 1995, the Bank has also emphasized commercial loans with
short-term maturities or repricing intervals as well as commercial real
estate mortgages with short-term repricing intervals. In addition, the Bank
has used borrowings from the FHLB to fund the maturity or repricing
interval of certain commercial real estate mortgages. At June 30, 2000, the
Bank's loan portfolio included $60.6 million of adjustable-rate one-to-four
family mortgage loans, $37.7 million of adjustable-rate commercial real
estate loans, $6.7 million of adjustable-rate or short-term commercial
loans, and $2.5 million of adjustable-rate home equity loans. Together,
these loans represent 56.8% of the Bank's net loans at June 30, 2000. See
"Business-Lending Activities."

Average Balances, Interest and Average Yields

      The following table sets forth certain information relating to the
Company's average balance sheet and reflect the average yield on assets and
average cost of liabilities for the periods indicated and the average
yields earned and rates paid for the years indicated. Such yields and costs
are derived by dividing income or expense by the average monthly balances
of assets and liabilities, respectively, for the years presented. Average
balances are derived from daily balances. Loans on nonaccrual status are
included in the average balances of loans shown in the table. Interest
earned on loan portfolios is net of reserves for uncollected interest. The
securities in the following table are presented at amortized cost.

<TABLE>
<CAPTION>

                                                                          Years Ended June 30,
                                     ---------------------------------------------------------------------------------------------
                                                  2000                            1999                            1998
                                     -----------------------------   -----------------------------   ------------------------------
                                                Interest   Average              Interest   Average              Interest   Average
                                     Average     Earned     Yield/   Average     Earned     Yield/   Average     Earned     Yield/
                                     Balance    or Paid      Rate    Balance    or Paid      Rate    Balance    or Paid      Rate
                                     -------    --------   -------   -------    --------   -------   -------    --------   -------
                                                                        (Dollars in thousands)

<S>                                  <C>         <C>        <C>      <C>         <C>        <C>      <C>         <C>        <C>
Interest-earning assets:
  Loans, net                         $173,319    $13,699    7.90%    $144,663    $11,377    7.86%    $124,971    $10,183    8.15%
  Securities                           31,196      1,822    5.84%      25,077      1,388    5.53%      22,318      1,248    5.59%
  Other earning assets(1)              11,822        656    5.55%      20,282        980    4.83%      14,886        779    5.23%
                                     -------------------             -------------------             -------------------
    Total interest-earning assets     216,337     16,177    7.48%     190,022     13,745    7.23%     162,175     12,210    7.53%
                                                 -------                         -------                         -------
  Cash and due from banks               4,905                           3,999                           2,908
  Other assets                          6,576                           6,438                           6,151
                                     --------                        --------                        --------
    Total assets                     $227,818                        $200,459                        $171,234
                                     ========                        ========                        ========

Interest-bearing liabilities:
  Regular and other deposits         $ 41,498        940    2.27%    $ 40,630        991    2.44%    $ 43,108      1,118    2.59%
  Now accounts                         23,954        358    1.49%      23,297        379    1.63%      21,608        349    1.62%
  Money market deposits                 6,947        160    2.30%       6,745        172    2.55%       6,577        173    2.63%
  Certificate of deposit               79,063      4,061    5.14%      67,464      3,575    5.30%      57,990      3,258    5.62%
                                     -------------------             -------------------             -------------------
    Total interest-bearing
     deposits                         151,462      5,519    3.64%     138,136      5,117    3.70%     129,283      4,898    3.79%
  FHLB borrowings                      32,314      1,927    5.96%      18,620      1,104    5.93%      12,231        750    6.13%
                                     -------------------             -------------------             -------------------
    Total interest-bearing
     liabilities                      183,776      7,446    4.05%     156,756      6,221    3.97%     141,514      5,648    3.99%
                                                 -------                         -------                         -------
  Demand deposit accounts              11,149                           7,530                           5,763
  Other liabilities                     1,438                           1,134                             871
                                     --------                        --------                        --------
    Total liabilities                 196,363                         165,420                         148,148
  Stockholders' equity                 31,455                          35,039                          23,086
                                     --------                        --------                        --------
    Total liabilities and
     stockholders' equity            $227,818                        $200,459                        $171,234
                                     ========                        ========                        ========

Net interest income                              $ 8,731                         $ 7,524                         $ 6,562
                                                 =======                         =======                         =======

Interest rate spread                                        3.43%                           3.26%                           3.54%
Net interest margin                                         4.04%                           3.96%                           4.05%
Interest-earning assets/
 interest-bearing liabilities            1.18x                           1.21x                           1.15x

<FN>
--------------------
<F1>  Other earning assets include Bank Investment Fund, Liquidity Fund, FHLB
      overnight deposits, federal funds sold, the Co-operative Central Bank
      Reserve Fund and money market accounts.
</FN>
</TABLE>

Rate/Volume Analysis

      The following table sets forth certain information regarding changes
in interest income and interest expense of the Company for the years
indicated. For each category of interest-earning assets and interest-
bearing liabilities, information is provided on changes attributable to:
(i) changes in volume (changes in volume multiplied by old rate); and (ii)
changes in rates (change in rate multiplied by old volume). Changes in
rate-volume (changes in rate multiplied by the changes in volume) are
allocated between changes in rate and changes in volume.

<TABLE>
<CAPTION>

                                    Year Ended June 30,         Year Ended June 30,
                                       2000 vs 1999                1999 vs 1998
                                    Increase (decrease)         Increase (decrease)
                                 ------------------------    -------------------------
                                          Due to                       Due to
                                 ------------------------    -------------------------
                                 Rate    Volume     Total    Rate     Volume     Total
                                 ----    ------     -----    ----     ------     -----
                                                     (In thousands)

<S>                              <C>     <C>       <C>       <C>      <C>       <C>
Interest and dividend income:
  Loans, net                     $ 59    $2,263    $2,322    $(364)   $1,558    $1,194
  Securities                       81       353       434      (12)      152       140
  Other earning assets            130      (454)     (324)     (63)      264       201
                                 -----------------------------------------------------
      Total                       270     2,162     2,432     (439)    1,974     1,535
                                 -----------------------------------------------------
Interest expense:
  Deposits                        (84)      486       402     (111)      330       219
  Borrowed funds                    6       817       823      (26)      380       354
                                 -----------------------------------------------------
      Total                       (78)    1,303     1,225     (137)      710       573
                                 -----------------------------------------------------
Change in net interest income    $348    $  859    $1,207    $(302)   $1,264    $  962
                                 =====================================================
</TABLE>

Financial Condition and Results of Operations

      The Company's operating results depend primarily upon its net
interest income, which is the difference between the interest income earned
on its interest-bearing assets (loans and securities), and the interest
expense paid on its interest-bearing liabilities (deposits and FHLB
borrowings). Operating results are also significantly affected by
provisions for loan losses, other income and operating expenses. Each of
these factors is significantly affected not only by the Company's policies,
but, to varying degrees, by general economic and competitive conditions and
by policies of state and federal regulatory authorities.

Comparison of Financial Condition at June 30, 2000 and 1999

      The Company's total assets amounted to $263.9 million at June 30,
2000 compared to $215.2 million at June 30, 1999, an increase of $48.7
million or 22.6%. The increase in total assets is primarily attributable to
an increase in net loans of $34.5 million or 22.3% and an increase in cash
and cash equivalents of $12.6 million or 67.4%.

      Cash and cash equivalents was $31.3 million at June 30, 2000 compared
to $18.7 million at June 30, 1999. Cash and cash equivalents increased at
June 30, 2000 due to an increase of $5.5 million in federal funds sold to
$17.2 million at June 30, 2000 from $11.7 million at June 30, 1999. The
increase in federal funds sold was caused by an increase in the liquidity
needed for a large deposit relationship with a law firm which maintains
short-term deposits in real estate conveyancing accounts and has
significant fluctuations in its deposit account balances, particularly at
month-ends. In addition, cash and cash equivalents increased at June 30,
2000 due an increase in deposits resulting from a certificate of deposit
promotion and the opening of a new branch office in Arlington,
Massachusetts. The increase also reflects the Company's decision to
increase liquidity and shorter-term investments in a period of generally
rising interest rates.

      Net loans increased by $34.5 million or 22.3% to $189.2 million or
71.7% of total assets at June 30, 2000 as compared to $154.7 million or
71.9% of total assets at June 30, 1999 as the Bank continued its emphasis
on originating and retaining residential mortgage loans and commercial and
commercial real estate loans.  Securities held by the Company increased by
$538,000 or 1.6% to $34.9 million at June 30, 2000 from $34.4 million at
June 30, 1999. The slight increase in the Company's securities portfolio
reflects the Company's decision to invest a greater portion of its assets
in cash and cash equivalents in a period of generally rising interest
rates.

      Total deposits increased by $33.3 million or 20.7% to $194.1 million
at June 30, 2000 from $160.9 million at June 30, 1999. The increase
occurred primarily in certificates of deposit as a result of deposit
promotions and the opening of the Bank's new office in Arlington,
Massachusetts in May 2000. Certificates of deposit increased to $93.1
million at June 30, 2000 from $75.0 million at June 30, 1999, an increase
of $18.1 million or 24.1%. Demand deposits increased to $16.3 million at
June 30, 2000 from $8.6 million at June 30, 1999, an increase of $7.8
million or 91.1% as a result of the Bank's continuing emphasis on
developing relationships with small businesses. There was also an increase
in all other deposit categories.

      Total borrowings increased by $19.8 million to $38.8 million at June
30, 2000 from $19.0 million at June 30, 1999. The Company's continued use
of borrowed funds reflects additional funding needed to support its growth
in net loans. In addition, the Bank has secured longer-term borrowed funds
with original maturities ranging up to 15 years in order to improve its
interest rate risk and fund longer-term assets including fixed-rate
residential mortgage loans held for portfolio and mortgage-backed
securities held for investment.

      Stockholders' equity decreased by $4.9 million to $29.2 million at
June 30, 2000 from $34.1 million at June 30, 1999 as a result of the
repurchase of 436,180 shares of common stock held in treasury at a cost of
$4.9 million, the repurchase of 102,942 shares of common stock at a cost of
$1.3 million to fund the Company's Recognition and Retention Plan ("RRP"),
dividends paid of $522,000, and a reduction in the net unrealized gain on
securities available for sale of $449,000, offset by net income of $1.7
million, a reduction in unearned RRP stock of $364,000, and a reduction in
unearned ESOP shares of $289,000.

      Book value per share of common stock was $16.43 as of June 30, 2000
as compared to $15.06 as of June 30, 1999. In calculating book value per
share, the number of shares of common stock outstanding is reduced by the
number of shares held by the ESOP that have not been allocated or not
committed to be released to participants' individual accounts, unearned RRP
shares and treasury stock. There were 1,776,866 shares of common stock
outstanding as of June 30, 2000 for purposes of calculating the Company's
book value per share.

Comparison of the Operating Results for the Years Ended June 30, 2000 and 1999

      Net Income. Net income was $1,689,000 for the year ended June 30,
2000 as compared to $1,502,000 for the year ended June 30, 1999.  This
$187,000 increase in net income during the period was the result of an
increase of $1.2 million in net interest income, offset by a decrease in
other income of $191,000, an increase in operating expenses of $673,000,
and an increase in provision for income taxes of $101,000.  The return on
average assets for the year ended June 30, 2000 was .74% compared to .75%
for the year ended June 30, 1999. The return on average equity for the year
ended June 30, 2000 was 5.37% compared to 4.29% for the year ended June 30,
1999.

      Earnings per share on a basic and diluted basis was $.83 for the year
ended June 30, 2000 compared to $.63 for the year ended June 30, 1999.

      Interest Income. Total interest and dividend income increased by $2.4
million or 17.7% to $16.2 million for the year ended June 30, 2000 from
$13.7 million for the year ended June 30, 1999. The increase in interest
income was primarily the result of a higher level of loans and investment
securities, partially offset by a decrease in other earning assets. The
average balance of net loans for the year ended June 30, 2000 was $173.3
million compared to $144.7 million for the year ended June 30, 1999. The
average yield on net loans was 7.90% for the year ended June 30, 2000
compared to 7.86% for the year ended June 30, 1999. The average balance of
investments for the year ended June 30, 2000 was $31.2 million compared to
$25.1 million for the year ended June 30, 1999. The average yield on
investments was 5.84% for the year ended June 30, 2000 compared to 5.53%
for the year ended June 30, 1999. The average balance of other earning
assets for the year ended June 30, 2000 was $11.8 million compared to $20.3
million for the year ended June 30, 1999. The average yield on other
earning assets was 5.55% for the year ended June 30, 2000 compared to 4.83%
for the year ended June 30, 1999.

      Interest Expense. Total interest expense increased by $1.2 million or
19.7% to $7.4 million for the year ended June 30, 2000 from $6.2 million
for the year ended June 30, 1999. The increase in interest expense resulted
from an increase in the overall deposit balances as well as an increase in
FHLB borrowings. Average interest-bearing deposits increased by $13.3
million or 9.7% to $151.5 million for the year ended June 30, 2000. Average
borrowings increased by $13.7 million to $32.3 million for the year ended
June 30, 2000 from $18.6 million for the year ended June 30, 1999. The
average rate on interest-bearing deposits decreased six basis points to
3.64% for the year ended June 30, 2000 from 3.70% for the year ended June
30, 1999, while the average rate on borrowed funds increased three basis
points to 5.96% from 5.93% during the same period.

      Net Interest Income. Net interest income for the year ended June 30,
2000 was $8.7 million as compared to $7.5 million for the year ended June
30, 1999. The $1.2 million or 16.0% increase is attributed to the $2.4
million increase in interest and dividend income partially offset by the
$1.2 million increase in interest expense on deposits and borrowed funds.
The average yield on interest earning assets increased 25 basis points to
7.48% for the year ended June 30, 2000 from 7.23% for the year ended June
30, 1999, while the average cost on interest-bearing liabilities increased
by eight basis points to 4.05% for the year ended June 30, 2000 from 3.97%
for the year ended June 30, 1999. As a result, the interest rate spread
increased to 17 basis points to 3.43% for the year ended June 30, 2000 from
3.26% for the year ended June 30, 1999. The interest rate spread increased
due to a higher volume of loans and investments during a period of
generally rising interest rates.

      Provision for Loan Losses. The provision for loan losses was $200,000
for the year ended June 30, 2000 as compared to $145,000 for the year ended
June 30, 1999. The increase reflects the growth in net loans and continued
emphasis on small business lending. At June 30, 2000, the balance of the
allowance for loan losses was $1,531,000 or .80% of total loans. During the
year ended June 30, 2000, $23,000 was charged against the allowance for
loan losses while $6,000 in recoveries was credited to the allowance for
loan losses. At June 30, 1999, the balance of the allowance for loan losses
was $1,348,000 or .86% of total loans. During the year ended June 30, 1999,
$36,000 was charged against allowance for loan losses while $3,000 in
recoveries was credited to the allowance for loan losses. There was one
non-performing loan of $2,000 at June 30, 2000. At June 30, 1999, there
were no non-performing loans.

      Other Income. Other income was $945,000 for the year ended June 30,
2000 compared to $1.1 million for the year ended June 30, 1999. The
$191,000 or 16.8% decrease was primarily the result of a decrease in the
gain on the sale of mortgage loans of $97,000, a decrease in the gain on
the sale of securities of $114,000, a decrease in miscellaneous income of
$23,000, and a decrease in the Co-operative Central Bank Share Insurance
Fund special dividend of $16,000, partially offset by an increase in
customer service fees of $64,000.

      Operating Expenses. Operating expenses increased by $673,000 or 11.1%
to $6.7 million for the year ended June 30, 2000 from $6.1 million for the
year ended June 30, 1999. Salaries and employee benefits increased by
$654,000, of which $196,000 was attributable to a full year's worth of
expense for  the Company's Recognition and Retention Plan adopted in March
1999. Salaries and benefits also increased because of a full year's worth
of expense related to the full-service office opened in Lexington,
Massachusetts, in November 1998 and a partial year's expense related to the
full-service office opened in Arlington, Massachusetts in May 2000. Normal
salary increases also contributed to the increase.  Occupancy and equipment
expense increased by $158,000 due to rental expense, real estate taxes, and
equipment depreciation costs associated with the opening of the Lexington
and Arlington offices.

      Data processing expense decreased by $33,000, while other general and
administrative expenses decreased by $106,000 as a result of lower
insurance costs and lower professional fees. Annual operating expenses are
expected to increase in future periods due to the increased cost of
operating as a publicly held stock institution.

Comparison of Financial Condition at June 30, 1999 and 1998

      The Company's total assets amounted to $215.2 million at June 30,
1999 compared to $199.0 million at June 30, 1998, an increase of $16.2
million or 8.1%. The increase in total assets is primarily attributable to
an increase in net loans of $16.1 million and an increase in investment
securities of $6.6 million, partially offset by a decrease in cash and cash
equivalents of $7.3 million.

      Cash and cash equivalents was $18.7 million at June 30, 1999 compared
to $26.0 million at June 30, 1998. Cash and cash equivalents decreased at
June 30, 1999 due to a decrease of $5.1 million in federal funds sold to
$11.7 million at June 30, 1999 from $16.8 million at June 30, 1998. The
decrease in federal funds sold was caused by a decrease in the liquidity
needed for a large deposit relationship with a law firm which maintains
short-term deposits in real estate conveyancing accounts and has
significant fluctuations in its deposit account balances, particularly at
month-ends.

      Net loans increased by $16.1 million or 11.6% to $154.7 million or
71.9% of total assets at June 30, 1999 as compared to $138.6 million or
69.6% of total assets at June 30, 1998 as the Bank continued its emphasis
on originating and retaining residential mortgage loans and commercial and
commercial real estate loans. Securities held by the Company increased by
$6.6 million or 23.8% to $34.4 million at June 30, 1999 from $27.8 million
at June 30, 1998. The increase in the Company's securities portfolio
reflects the Company's decision to invest a greater portion of its assets
in short and medium term securities.

      Total deposits increased by $16.1 million or 11.1% to $160.9 million
at June 30, 1999 from $144.8 million at June 30, 1998. The increase
occurred primarily in certificates of deposit as a result of deposit
promotions and the opening of the Bank's new office in Lexington,
Massachusetts in November 1998.

      Total borrowings increased by $2.5 million to $19.0 million at June
30, 1999 from $16.5 million at June 30, 1998. The Company's continued use
of borrowed funds reflects additional funding needed to support its growth
in net loans. In addition, the Bank has secured longer-term borrowed funds
with original maturities ranging up to 15 years in order to fund longer-
term assets and improve its interest rate risk.

      Stockholders' equity decreased by $2.1 million to $34.0 million at
June 30, 1999 from $36.1 million at June 30, 1998 because of an increase in
treasury stock of $3.5 million resulting from the repurchase of common
stock, dividends paid of $547,000, and a reduction in the net unrealized
gain on securities available for sale of $38,000, offset by net income of
$1.5 million and a reduction in unearned ESOP shares of $472,000.

Comparison of the Operating Results for the Years Ended June 30, 1999 and 1998

      Net Income. Net income was $1,502,000 for the year ended June 30,
1999 as compared to $1,547,000 for the year ended June 30, 1998.  This
$45,000 decrease in net income during the period was the result of an
increase of $1.1 million in net interest income after provision for loan
losses and an increase in other income of $101,000, offset by an increase
in operating expenses of $1.3 million.  The return on average assets for
the year ended June 30, 1999 was .75% compared to .90% for the year ended
June 30, 1998. The return on average equity for the year ended June 30,
1999 was 4.29% compared to 6.70% for the year ended June 30, 1998.

      Interest Income. Total interest and dividend income increased by $1.5
million or 12.6% to $13.7 million for the year ended June 30, 1999 from
$12.2 million for the year ended June 30, 1998. The increase in interest
income was primarily the result of a higher level of loans, securities, and
other earning assets. The average balance of net loans for the year ended
June 30, 1999 was $144.7 million compared to $125.0 million for the year
ended June 30, 1998. The average yield on net loans was 7.86% for the year
ended June 30, 1999 compared to 8.15% for the year ended June 30, 1998.

      Interest Expense. Total interest expense increased by $573,000 or
10.1% to $6.2 million for the year ended June 30, 1999 from $5.6 million
for the year ended June 30, 1998. The reason for the increase in interest
expense was the increase in the overall deposit balances as well as an
increase in FHLB borrowings. Average interest-bearing deposits increased by
$8.9 million or 6.8% to $138.1 million for the year ended June 30, 1999.
Average borrowings increased by $6.4 million to $18.6 million for the year
ended June 30, 1999 from $12.2 million for the year ended June 30, 1998.
The average rate on interest bearing deposits decreased 9 basis points to
3.70% for the year ended June 30, 1999 from 3.79% for the year ended June
30, 1998, while the average rate on borrowed funds decreased 20 basis
points to 5.93% from 6.13% during the same period.

      Net Interest Income. Net interest income for the year ended June 30,
1999 was $7.5 million as compared to $6.6 million for the year ended June
30, 1998. The $962,000 or 14.7% increase is attributed to the $1.5 million
increase in interest and dividend income partially offset by the $573,000
increase in interest expense on deposits and borrowed funds. The average
yield on interest earning assets decreased 30 basis points to 7.23% for the
year ended June 30, 1999 from 7.53% for the year ended June 30, 1998, while
the average cost on interest-bearing liabilities decreased by 2 basis
points to 3.97% for the year ended June 30, 1999 from 3.99% for the year
ended June 30, 1998. As a result, the interest rate spread decreased to
3.26% for the year ended June 30, 1999 from 3.54% for the year ended June
30, 1998. The interest rate spread declined due to interest rates on
interest-earning assets falling more quickly than interest rates on
interest-bearing liabilities during a period of generally falling interest
rates. The Company's net loans to total assets ratio increased to 71.9% at
June 30, 1999 from 69.6% at June 30, 1998 as a result of growth in loan
originations and an increase in loan portfolio retention.

      Provision for Loan Losses. The provision for loan losses was $145,000
for the year ended June 30, 1999 as compared to $245,000 for the year ended
June 30, 1998. The decrease reflects the low amount of delinquent and non-
performing loans. At June 30, 1999, the balance of the allowance for loan
losses was $1,348,000 or .86% of total loans. During the year ended June
30, 1999, $36,000 was charged against the allowance for loan losses while
$3,000 in recoveries was credited to the allowance for loan losses. At June
30, 1998, the balance of the allowance for loan losses was $1,236,000 or
 .88% of total loans. During the year ended June 30, 1998, $2,000 was
charged against allowance for loan losses while $16,000 in recoveries was
credited to the allowance for loan losses. There were no non-performing
loans at June 30, 1999. At June 30, 1998, non-performing loans were
$150,000.

      Other Income. Other income was $1.1 million for the year ended June
30, 1999 compared to $1.0 million for the year ended June 30, 1998. The
$101,000 or 9.8% increase was primarily the result of an increase in the
gain on the sale of mortgage loans of $65,000, an increase in the gain on
the sale of investment securities of $15,000, and an increase in
miscellaneous income of $28,000, partially offset by a decrease in net
rental income of $20,000.

      Operating Expenses. Operating expenses increased by $1.3 million or
26.6% to $6.1 million for the year ended June 30, 1999 from $4.8 million
for the year ended June 30, 1998. Salaries and employee benefits increased
by $504,000, of which $116,000 was attributable to a full year's worth of
expense for the Company's Employee Stock Ownership Plan ("ESOP"), $94,000
was attributable to the Company's adoption of a Recognition and Retention
Plan in March 1999, and $74,000 was attributable to accrued expense for
supplemental benefits to the Company's Chief Executive Officer. Salaries
and benefits also increased because of the opening of a new full-service
office in Lexington, Massachusetts in November 1998 and normal salary
increases. Occupancy and equipment expense increased by $115,000 due to
rental expense, real estate taxes, and equipment depreciation costs
associated with the opening of the Lexington office. Data processing
expense increased by $72,000 due to higher loan and deposit activity, Year
2000 costs, and the opening of the Lexington office. Other general and
administrative expenses increased by $577,000 as a result of promotional
and other operating costs associated with the Lexington office, increased
marketing and advertising expenses, and higher professional fees and
liability insurance costs from operating as a public company. Annual
operating expenses are expected to increase in future periods due to the
increased cost of operating as a publicly held stock institution.

Liquidity and Capital Resources

      The Company's primary sources of funds consist of deposits,
borrowings, repayment and prepayment of loans, sales and participations of
loans, maturities of securities and interest-bearing deposits, and funds
provided from operations. While scheduled repayments of loans and
maturities of securities are predictable sources of funds, deposit flows
and loan prepayments are greatly influenced by the general level of
interest rates, economic conditions, and competition. The Company uses its
liquidity resources primarily to fund existing and future loan commitments,
to fund net deposit outflows, to invest in other interest-earning assets,
to maintain liquidity, and to meet operating expenses.

      The Company is required to maintain adequate levels of liquid assets.
This guideline, which may be varied depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term
borrowings. The Company has historically maintained a level of liquid
assets in excess of regulatory requirements. The Company's liquidity ratio
at June 30, 2000 was 53.6%, using the short-term assets to short-term
liabilities formula defined under the Federal Deposit Insurance
Corporation's Uniform Bank Performance Reports.

      A major portion of the Company's liquidity consists of cash and cash
equivalents, short-term U.S. Government and federal agency obligations, and
corporate bonds. The level of these assets is dependent upon the Company's
operating, investing, lending and financing activities during any given
period.

      Liquidity management is both a daily and long-term function of
management. If the Company requires funds beyond its ability to generate
them internally, the Company believes it could borrow additional funds from
the FHLB. At June 30, 2000, the Company had borrowings of $38.8 million
from the FHLB.

      At June 30, 2000, the Company had $16.1 million in outstanding
commitments to originate loans. The Company anticipates that it will have
sufficient funds available to meet its current loan origination
commitments. Certificates of deposit which are scheduled to mature in one
year or less totaled $75.8 million at June 30, 2000. Based upon historical
experience, management believes that a significant portion of such deposits
will remain with the Bank.

      At June 30, 2000, the Company and the Bank exceeded all of their
regulatory capital requirements. For further information regarding the
Company's and the Bank's regulatory capital at June 30, 2000, see
"Regulation-Federal Banking Regulations-Capital Requirements."

Impact of Inflation and Changing Prices

      The consolidated financial statements and related data presented
herein have been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position and results
of operations in terms of historical dollars without considering changes in
the relative purchasing power of money over time because of inflation.
Unlike most industrial companies, virtually all of the assets and
liabilities of the Company are monetary in nature. As a result, interest
rates have a more significant impact on the Company's performance than the
effects of general levels of inflation. Interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods
and services.

Impact of New Accounting Standards

      In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which, as amended by SFAS No. 137 and 138, are effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. This Statement
establishes accounting and reporting standards for derivative instruments
and hedging activities, including certain derivative instruments embedded
in other contracts, and requires that an entity recognize all derivatives
as assets or liabilities in the balance sheet and measure them at fair
value. If certain conditions are met, an entity may elect to designate a
derivative as follows: (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows of a
forecasted transaction, or (c) a hedge of the foreign currency exposure of
an unrecognized firm commitment, an available-for-sale security, a foreign
currency denominated forecasted transaction, or a net investment in a
foreign operation. The Statement generally provides for matching the timing
of the recognition of the gain or loss on derivatives designated as hedging
instruments with the recognition of the changes in the fair value of the
item being hedged. Depending on the type of hedge, such recognition will be
in either net income or other comprehensive income. For a derivative not
designated as a hedging instrument, changes in fair value will be
recognized in net income in the period of change. Adoption of this
Statement by the Company will require that changes in fair value of covered
call options be recognized in net income. Currently, such changes are
included as a component of stockholders' equity. The Company adopted SFAS
No. 133 effective July 1, 2000.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risk is the risk of loss in a financial instrument arising
from adverse changes in market rates/prices such as interest rates, foreign
currency exchange rates, commodity prices, and equity prices. The Company's
primary market risk exposure is interest rate risk. The ongoing monitoring
and management of this risk is an important component of the Company's
asset/liability management process which is governed by policies
established by its Board of Directors that are reviewed and approved
annually. The Board of Directors delegates responsibility for carrying out
the asset/liability management policies to the Asset/Liability Management
Committee ("ALCO"). In this capacity, ALCO develops guidelines and
strategies affecting the Company's asset/liability management related
activities based upon estimated market risk sensitivity, policy limits and
overall market interest rate levels and trends.

      The ALCO is composed of members of management and the Board of
Directors to monitor the difference between the Company's maturing and
repricing assets and liabilities and to develop and implement strategies to
manage the possible change in the Company's net interest margin resulting
from changes in interest rates. The primary responsibilities of the ALCO
are to assess the Company's asset/liability mix, recommend strategies to
the board that will enhance income while managing the Company's
vulnerability to changes in interest rates and report to the board the
results of the strategies used.

      Interest rate risk represents the sensitivity of earnings to changes
in market interest rates. As interest rates change the interest income and
expense streams associated with the Company's financial instruments also
change thereby affecting net interest income ("NII"), the primary component
of the Company's earnings. During the year ended June 30, 2000, the Company
began using working with a consulting group to perform its interest rate
risk simulation analysis. ALCO utilizes the results of a simulation model
to quantify the estimated exposure of NII to sustained interest rate
changes. While ALCO routinely monitors simulated NII sensitivity over a
rolling one-year horizon, it also utilizes additional tools to monitor
potential longer-term risk.

      The simulation model captures the impact of changing interest rates
on the interest income received and interest expense paid on all assets and
liabilities reflected on the Company's balance sheet. This sensitivity
analysis is compared to board and ALCO policy limits which specify a
maximum tolerance level for NII exposure over a one year horizon, assuming
no balance sheet growth, given both a 200 basis point upward and downward
shift in interest rates. The Company uses various other assumptions in its
sensitivity analysis. For securities, in the event of a call provision, if
the interest rate is lower than the contractual rate, reinvestment is
assumed at the lower rate. For residential mortgage loans, the Company uses
the PSA method to generate different prepayment assumptions. Commercial
loans and commercial real estate loans do not include any amortization or
prepayment amounts. For money market accounts, NOW accounts, and regular
savings deposits, not all deposits within these categories are assumed to
increase by the full extent of the interest rate shift based upon
management's judgment as to deposit elasticity. The following reflects the
Company's NII sensitivity analysis as of June 30, 2000.

<TABLE>
<CAPTION>

                                        Estimated NII Sensitivity
                                        -------------------------
                   Rate Change          Year One         Year Two
                   -----------          --------         --------

                   <S>                   <C>             <C>
                   +200 basis points      1.58%           5.03%
                   -200 basis points     (2.34%)         (2.02%)
</TABLE>

      The preceding sensitivity analysis does not represent a Company
forecast and should not be relied upon as being indicative of expected
operating results. These hypothetical estimates are based upon numerous
assumptions including: the nature and timing of interest rate levels
including yield curve shape, prepayments on loans and securities, changes
in deposit levels, pricing decisions on loans and deposits, reinvestment of
asset and liability cash flows, and others. While assumptions are developed
based upon current economic and local market conditions, the Company cannot
make any assurances as to the predictive nature of these assumptions
including how customer preferences or competitor influences might change.

      In addition, as market conditions vary from those assumed in the
sensitivity analysis, actual results will also differ due to: prepayment
and refinancing levels likely deviating from those assumed, the varying
impact of interest rate changes caps or floors on adjustable rate assets,
the potential effect of changing debt service levels on customers with
adjustable rate loans, depositor early withdrawals and product preference
changes, and other internal and external variables. Furthermore, the
sensitivity analysis does not reflect actions that ALCO might take in
responding to or anticipating changes in interest rates.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The Consolidated Financial Statements of Mystic Financial, Inc. and
subsidiary as of June 30, 2000 and 1999 are included in pages F-1 through
F-36 of this report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

      None.


                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following information included on pages 6 through 10, and page 21
of the Company's Proxy Statement for the 2000 Annual Meeting of
Stockholders (the "Proxy Statement") is incorporated herein by reference:
"Election of Directors," "Information as to Nominees and Continuing
Directors," "Nominees for Election as Director," "Executive Officers," and
" - Section 16(a) Beneficial Ownership Reporting Compliance."

ITEM 11.  EXECUTIVE COMPENSATION

      The following information included on pages 11 through 19 of the
Proxy Statement is incorporated herein by reference: "Compensation of
Directors and Executive Officers-Directors' Compensation," "-Executive
Compensation," "-Employment Agreements," and "-Benefits."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following information included on pages 3 through 5 of the Proxy
Statement is incorporated herein by reference: "Security Ownership of
Certain Beneficial Owners and Management-Principal Stockholders of the
Company" and "-Security Ownership of Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The following information included on page 21 of the Proxy Statement
is incorporated herein by reference: "Compensation of Directors and
Executive Officers-Transactions with Certain Related Persons."

                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          (a)  Listed below are all financial statements and exhibits filed
               as part of this report:

          (1)  The consolidated balance sheets of Mystic Financial, Inc.
               and subsidiary as of June 30, 2000 and 1999 and the related
               consolidated statements of income, changes in stockholders'
               equity and cash flows for each of the years in the three-
               year period ended June 30, 2000, together with the related
               notes and the independent auditors' report of Wolf &
               Company, P.C. independent certified public accountants.
          (2)  Schedules omitted as they are not applicable.
          (3)  Exhibits

<TABLE>
<CAPTION>

Exhibit No.    Description
-----------    -----------

<S>            <C>
3.1            Certificate of Incorporation of Mystic Financial, Inc.*

3.2            Bylaws of Mystic Financial, Inc.*

4.3            Specimen of Stock Certificate of Mystic Financial, Inc.*

10.1           Employee Stock Ownership Plan and Trust Agreement of Mystic Financial, Inc.*

10.2           Employment Agreement between Medford Co-operative Bank and Robert H. Surabian. *

10.3           Employment Agreement between Medford Co-operative Bank and Ralph W. Dunham. *

10.4           Employment Agreement between Medford Co-operative Bank and John O'Donnell. *

10.5           Employment Agreement between Medford Co-operative Bank and Thomas G. Burke. *

21.1           Subsidiaries of the Registrant. *

23.1           Consent of Wolf & Company, P.C.

27.1           Financial Data Schedule (Submitted only with filing in electronic format).

99.1           Proxy Statement for the 2000 Annual Meeting of Stockholders of Mystic Financial, Inc.
               (previously filed with the Securities and Exchange Commission on September 12, 2000).

<FN>
--------------------
*     Incorporated herein by reference to Registration Statement
      No. 333-34447 on Form S-1 of Mystic Financial, Inc. filed with the
      Securities and Exchange Commission on August 27, 1997, as amended.

      (b)   The Company filed no reports on Form 8-K during the fourth
            quarter of the fiscal year ended June 30, 2000.
</FN>
</TABLE>


                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant certifies that it has duly caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Medford, Commonwealth of Massachusetts, on
September 13, 2000.

                                  Mystic Financial, Inc.


                                  By: /s/ Robert H. Surabian
                                      --------------------------------
                                      Robert H. Surabian
                                      President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed by the following persons in the
capacities and on the dates indicated.

            Name                          Title                     Date
            ----                          -----                     ----

/s/ Robert H. Surabian          Director, President and      September 13, 2000
----------------------------    Chief Executive Officer)
Robert H. Surabian              (Principal executive
                                officer)

/s/ Ralph W. Dunahm             Executive Vice President,    September 13, 2000
----------------------------    Treasurer and Chief
Ralph W. Dunham                 Financial Officer
                                (Principal financial and
                                accounting officer)

/s/ Julie Bernardin             Director                     September 13, 2000
----------------------------
Julie Bernardin

/s/ Frederick N. Dello Russo    Director                     September 13, 2000
----------------------------
Frederick N. Dello Russo

/s/ John A. Hackett             Director                     September 13, 2000
----------------------------
John A. Hackett

/s/ Richard M. Kazanjian        Director                     September 13, 2000
----------------------------
Richard M. Kazanjian

/s/ John W. Maloney             Director                     September 13, 2000
----------------------------
John W. Maloney

/s/ John J. McGlynn             Director, Chairman of the    September 13, 2000
----------------------------    Board
John J. McGlynn

/s/ Lorraine P. Silva           Director, Secretary          September 13, 2000
----------------------------
Lorraine P. Silva



                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY
                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                     Page

Independent Auditors' Report                                          F-2
Consolidated Balance Sheets as of June 30, 2000 and 1999              F-3
Consolidated Statements of Income for each of the years
 in the three-year period ended June 30, 2000                         F-4
Consolidated Statements of Changes in Stockholders'
 Equity for each of the years in the three-year period
  ended June 30, 2000                                                 F-5

Consolidated Statements of Cash Flows for
 each of the years in the three-year period ended
  June 30, 2000                                                       F-6
Notes to Consolidated Financial Statements                            F-8


                        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
 of Mystic Financial, Inc.


We have audited the consolidated balance sheets of Mystic Financial, Inc.
and subsidiary as of June 30, 2000 and 1999, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended June 30, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mystic
Financial, Inc. and subsidiary as of June 30, 2000 and 1999, and the results
of their operations and their cash flows for each of the years in the three-
year period ended June 30, 2000 in conformity with generally accepted
accounting principles.



Boston, Massachusetts
July 20, 2000


                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS

                                   ASSETS

<TABLE>
<CAPTION>

                                                         June 30,
                                                  ----------------------
                                                     2000         1999
                                                     ----         ----
                                                  (Dollars In Thousands)

<S>                                                <C>          <C>
Cash and due from banks                            $ 10,842     $  6,442
Federal funds sold                                   17,181       11,674
Short-term investments                                3,308          605
                                                   ---------------------
      Total cash and cash equivalents                31,331       18,721
Securities available for sale, at fair value         32,452       31,772
Securities held to maturity, at amortized cost            -        1,500
Federal Home Loan Bank stock, at cost                 2,438        1,080
Loans, net of allowance for loan losses of
 $1,531 and $1,348, respectively                    189,200      154,689
Mortgage loans held for sale                            543          406
Banking premises and equipment, net                   2,805        2,657
Real estate held for investment, net                  1,673        1,730
Accrued interest receivable                           1,324        1,265
Due from Co-operative Central Bank                      929          929
Other assets                                          1,193          465
                                                   ---------------------
                                                   $263,888     $215,214
                                                   =====================

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                           $194,135     $160,867
Federal Home Loan Bank borrowings                    38,750       18,978
Mortgagors' escrow accounts                             672          547
Accrued interest payable                                481          334
Accrued expenses and other liabilities                  661          436
                                                   ---------------------
      Total liabilities                             234,699      181,162
                                                   =====================

Commitments and contingencies (Note 9)

Stockholders' equity:
  Preferred stock, $.01 par value,
   1,000,000 shares authorized; none issued               -            -
  Common stock, $.01 par value, 5,000,000
   shares authorized; 2,711,125 shares issued            27           27
  Additional paid-in capital                         25,601       25,688
  Retained earnings                                  15,295       14,128
  Treasury stock, at cost - 702,427 shares
   and 266,247 shares at June 30, 2000 and 1999      (8,424)      (3,485)
  Accumulated other comprehensive income (loss)         (55)         394
  Unearned ESOP shares                               (2,324)      (2,700)
  Unearned RRP shares                                  (931)           -
                                                   ---------------------
      Total stockholders' equity                     29,189       34,052
                                                   ---------------------
                                                   $263,888     $215,214
                                                   =====================
</TABLE>

See accompanying notes to consolidated financial statements.


                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                   Years Ended June 30,
                                                            ---------------------------------
                                                              2000         1999         1998
                                                              ----         ----         ----
                                                                  (Dollars In Thousands,
                                                                  Except Per Share Data)

<S>                                                         <C>          <C>          <C>
Interest and dividend income:
  Interest and fees on loans                                $13,699      $11,377      $10,183
  Interest and dividends on securities                        1,822        1,388        1,248
  Other interest                                                656          980          779
                                                            ---------------------------------
      Total interest and dividend income                     16,177       13,745       12,210
                                                            ---------------------------------

Interest expense:
  Deposits                                                    5,519        5,117        4,898
  Federal Home Loan Bank borrowings                           1,927        1,104          750
                                                            ---------------------------------
      Total interest expense                                  7,446        6,221        5,648
                                                            ---------------------------------
Net interest income                                           8,731        7,524        6,562
Provision for loan losses                                       200          145          245
                                                            ---------------------------------
Net interest income, after provision for loan losses          8,531        7,379        6,317
                                                            ---------------------------------

Other income:
  Customer service fees                                         617          553          547
  Loan servicing and other loan fees                             67           64           59
  Gain on sales of loans                                          3          100           35
  Gain on sales of securities available for sale, net           128          242          227
  Rental income, net of expenses                                 18           26           46
  Co-operative Central Bank Share Insurance Fund
   special dividend                                              35           51           49
  Miscellaneous                                                  77          100           72
                                                            ---------------------------------
      Total other income                                        945        1,136        1,035
                                                            ---------------------------------

Operating expenses:
  Salaries and employee benefits                              4,106        3,452        2,948
  Occupancy and equipment expenses                              752          594          479
  Data processing expenses                                      296          329          257
  Other general and administrative expenses                   1,561        1,667        1,090
                                                            ---------------------------------
      Total operating expenses                                6,715        6,042        4,774
                                                            ---------------------------------
Income before income taxes                                    2,761        2,473        2,578
Provision for income taxes                                    1,072          971        1,031
                                                            ---------------------------------
      Net income                                            $ 1,689      $ 1,502      $ 1,547
                                                            =================================

Basic and diluted earnings per share                        $  0.83      $  0.63        N/A

Weighted average shares outstanding                       2,024,201    2,375,440        N/A
</TABLE>

See accompanying notes to consolidated financial statements.


                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                  Years Ended June 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                  Additional
                                                         Common     Paid-in     Retained     Treasury
                                                         Stock      Capital     Earnings      Stock
                                                         ------   ----------    --------     --------
                                                                        (In Thousands)

<S>                                                        <C>      <C>          <C>          <C>
Balance at June 30, 1997                                   $  -     $     -      $11,761      $     -

Comprehensive income:
  Net income                                                 -            -        1,547            -
  Change in net unrealized gains/losses on
   securities available for sale, net of
    reclassification adjustment and
     tax effects                                             -            -            -            -

      Total comprehensive income

Net proceeds from sale of common stock                      27       25,710            -            -
Purchase of treasury stock (2,120 shares)                    -            -            -          (21)
Purchase of ESOP shares                                      -            -            -            -
Cash dividends paid ($.05 per share)                         -            -         (135)           -
                                                           ------------------------------------------
Balance at June 30, 1998                                    27       25,710       13,173          (21)

Comprehensive income:
  Net income                                                 -            -        1,502            -
  Change in net unrealized gains/losses on securities
   available for sale, net of reclassification
    adjustment and tax effects                               -            -            -            -

      Total comprehensive income

Cash dividends paid ($0.21 per share)                        -            -         (547)           -
Purchase of treasury stock (264,127 shares)                  -            -            -       (3,464)
Decrease in unearned ESOP shares                             -          (22)           -            -
                                                           ------------------------------------------
Balance at June 30, 1999                                    27       25,688       14,128       (3,485)

Comprehensive income:
  Net income                                                 -            -        1,689            -
  Change in net unrealized gains/losses on securities
   available for sale, net of reclassification
    adjustment and tax effects                               -            -            -            -

      Total comprehensive income

Cash dividends paid ($0.26 per share)                        -            -         (522)           -
Purchase of treasury stock (436,180 shares)                  -            -            -       (4,939)
Decrease in unearned ESOP shares                             -          (87)           -            -
Purchase of RRP shares                                       -            -            -            -
Decrease in unearned RRP shares                              -            -            -            -
                                                           ------------------------------------------
Balance at June 30, 2000                                   $27      $25,601      $15,295      $(8,424)
                                                           ==========================================

<CAPTION>

                                                      Accumulated
                                                          Other        Unearned    Unearned
                                                      Comprehensive      ESOP         RRP
                                                      Income (Loss)     Shares      Shares      Total
                                                      -------------    --------    --------     -----
                                                                       (In Thousands)

<S>                                                       <C>          <C>         <C>         <C>
Balance at June 30, 1997                                  $ 179        $     -     $     -     $11,940
                                                                                               -------
Comprehensive income:
  Net income                                                  -              -           -       1,547
  Change in net unrealized gains/losses on
   securities available for sale, net of
    reclassification adjustment and
     tax effects                                            253              -           -         253
                                                                                               -------
      Total comprehensive income                                                                 1,800
                                                                                               -------
Net proceeds from sale of common stock                        -              -           -      25,737
Purchase of treasury stock (2,120 shares)                     -              -           -         (21)
Purchase of ESOP shares                                       -         (3,194)          -      (3,194)
Cash dividends paid ($.05 per share)                          -              -           -        (135)
                                                          --------------------------------------------
Balance at June 30, 1998                                    432         (3,194)          -      36,127
                                                                                               -------
Comprehensive income:
  Net income                                                  -              -           -       1,502
  Change in net unrealized gains/losses on securities
   available for sale, net of reclassification
    adjustment and tax effects                              (38)             -           -         (38)
                                                                                               -------
      Total comprehensive income                                                                 1,464
                                                                                               -------
Cash dividends paid ($0.21 per share)                         -              -           -        (547)
Purchase of treasury stock (264,127 shares)                   -              -           -      (3,464)
Decrease in unearned ESOP shares                              -            494           -         472
                                                          --------------------------------------------
Balance at June 30, 1999                                    394         (2,700)          -      34,052
                                                                                               -------
Comprehensive income:
  Net income                                                  -              -           -       1,689
  Change in net unrealized gains/losses on securities
   available for sale, net of reclassification
    adjustment and tax effects                             (449)             -           -        (449)
                                                                                               -------
      Total comprehensive income                                                                 1,240
                                                                                               -------
Cash dividends paid ($0.26 per share)                         -              -           -        (522)
Purchase of treasury stock (436,180 shares)                   -              -           -      (4,939)
Decrease in unearned ESOP shares                              -            376           -         289
Purchase of RRP shares                                        -              -      (1,295)     (1,295)
Decrease in unearned RRP shares                               -              -         364         364
                                                          --------------------------------------------
Balance at June 30, 2000                                  $ (55)       $(2,324)    $  (931)    $29,189
                                                          ============================================
</TABLE>

See accompanying notes to consolidated financial statements.


                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                 Years Ended June 30,
                                                           --------------------------------
                                                             2000        1999        1998
                                                             ----        ----        ----
                                                                    (In Thousands)

<S>                                                        <C>         <C>         <C>
Cash flows from operating activities:
  Net income                                               $  1,689    $  1,502    $  1,547
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Provision for loan losses                                   200         145         245
    Net amortization (accretion) of securities                  (29)         39          (2)
    Gain on sales of loans                                       (3)         (3)          -
    Amortization of unearned ESOP shares                        289         472           -
    Amortization of unearned RRP shares                         364           -           -
    Gain on sales of securities available for sale, net        (128)       (242)       (227)
    Depreciation expense                                        375         363         335
    Deferred income tax benefit                                 (82)        (63)        (66)
    Net change in:
      Loans held for sale                                      (137)       (326)        130
      Accrued interest receivable                               (59)       (166)       (229)
      Other assets                                             (646)       (108)         50
      Accrued interest payable                                  147          46          39
      Accrued expenses and other liabilities                    466        (446)        639
                                                           --------------------------------
        Net cash provided by operating activities             2,446       1,213       2,461
                                                           --------------------------------

Cash flows from investing activities:
  Activity in available-for-sale securities:
    Sales                                                     9,888       1,071       2,924
    Maturities, prepayments and calls                           331       7,505           -
    Purchases                                               (11,432)    (25,453)    (13,241)
    Activity in held-to-maturity securities:
      Maturities, prepayments and calls                       1,500      10,504       7,006
      Purchases                                                   -           -      (1,503)
    Purchase of Federal Home Loan Bank stock                 (1,358)        (83)       (139)
    Loans originated, net of payments received              (36,386)    (16,572)    (24,270)
    Proceeds from sales of loans                              1,678         334           -
    Purchases of banking premises and equipment                (466)       (405)       (140)
    Additions to real estate held for investment                  -          (1)         (2)
    Increase in due from Co-operative Central Bank                -           -        (260)
                                                           --------------------------------
        Net cash used by investing activities               (36,245)    (23,100)    (29,625)
                                                           --------------------------------

Cash flows from financing activities:
  Net increase in deposits                                   33,268      16,101      15,463
  Proceeds from borrowings                                   35,200       3,600      33,100
  Repayment of borrowings                                   (15,428)     (1,127)    (24,127)
  Net increase in mortgagors' escrow accounts                   125          66          95
  Net proceeds from sale of common stock                          -           -      25,737
  Purchase of treasury stock                                 (4,939)     (3,464)        (21)
  Purchase of ESOP shares                                         -           -      (3,194)
  Purchase of RRP shares                                     (1,295)          -           -
  Cash dividends paid                                          (522)       (547)       (135)
                                                           --------------------------------
        Net cash provided by financing activities            46,409      14,629      46,918
                                                           --------------------------------

Net change in cash and cash equivalents                      12,610      (7,258)     19,754

Cash and cash equivalents at beginning of year               18,721      25,979       6,225
                                                           --------------------------------

Cash and cash equivalents at end of year                   $ 31,331    $ 18,721    $ 25,979
                                                           ================================

Supplemental information:
  Interest paid                                            $  7,299    $  6,175    $  5,609
  Income taxes paid                                           1,215       1,232         984
</TABLE>

See accompanying notes to consolidated financial statements.


                    MYSTIC FINANCIAL, INC. AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Years Ended June 30, 2000, 1999 and 1998

l.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and business

The consolidated financial statements include the accounts of Mystic
Financial, Inc. (the "Company") and its wholly-owned subsidiary, Medford Co-
operative Bank (the "Bank"). The Bank has two wholly-owned subsidiaries,
Mystic Securities Corp., which engages in the purchase and sale of
securities and Mystic Investment Inc. which is inactive. Mystic Financial,
Inc. became the Bank's holding company on January 8, 1998 in connection with
the Bank's conversion from mutual to stock form. Effective May 25, 2000, the
Company changed its classification from a bank holding company to a
financial holding company. All significant intercompany accounts have been
eliminated in consolidation.

The Bank provides a variety of financial services to individuals and
businesses through its six offices in Medford, Arlington and Lexington,
Massachusetts. Its primary deposit products are checking, savings and term
certificate accounts, and its primary lending products are residential and
commercial mortgage, commercial and consumer loans.

Use of estimates

In preparing consolidated financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of
the balance sheet date and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan
losses and the valuation reserve for deferred tax assets.

Cash equivalents

Cash equivalents include amounts due from banks, federal funds sold and
short-term investments with original maturities of three months or less.

Short-term investments

Short-term investments are carried at cost, which approximates fair value,
and consist of money market funds and interest-bearing deposits in the Bank
Investment Fund-Liquidity Fund.

Securities

Debt securities that management has the positive intent and ability to hold
to maturity are classified as "held to maturity" and recorded at amortized
cost. Securities not classified as held to maturity or trading, including
equity securities with readily determinable fair values, are classified as
"available for sale" and recorded at fair value, with unrealized gains and
losses excluded from earnings and reported in other comprehensive income
(loss).

Purchase premiums and discounts are recognized in interest income by the
interest method over the terms of the securities. Declines in the fair value
of securities below their cost that are deemed to be other than temporary
are reflected in earnings as realized losses. Gains and losses on the sale
of securities are recorded on the trade date using the specific
identification method.

Loans

The Bank grants mortgage, commercial and consumer loans to customers. A
substantial portion of the loan portfolio consists of mortgage loans in the
Greater Boston area. The ability of the Bank's debtors to honor their
contracts is dependent upon the local real estate market and economy in this
area.

Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or pay-off generally are reported at their
outstanding unpaid principal balances adjusted for charge-offs, the
allowance for loan losses, and any deferred fees or costs on originated
loans. Interest income is accrued on the unpaid principal balance. Loan
origination fees, net of certain direct origination costs, are deferred and
recognized as an adjustment of the related loan yield using the interest
method.

The accrual of interest on loans is discontinued at the time the loan is 90
days delinquent. Loans are placed on nonaccrual or charged-off at an earlier
date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on
nonaccrual or charged off is reversed against interest income. The interest
on these loans is accounted for on the cash-basis or cost-recovery method,
until qualifying for return to accrual. Loans are returned to accrual status
when all the principal and interest amounts contractually due are brought
current and future payments are reasonably assured.

Allowance for loan losses

The allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to earnings. Loan
losses are charged against the allowance when management believes the
uncollectibility of the loan balance is confirmed. Subsequent recoveries, if
any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management
and is based upon management's periodic review of the collectibility of the
loans in light of historical experience, the nature and volume of the loan
portfolio, adverse situations that may affect the borrower's ability to
repay, estimated value of any underlying collateral and prevailing economic
conditions. This evaluation is inherently subjective as it requires
estimates that are susceptible to significant revision as more information
becomes available.

A loan is considered impaired when, based on current information and events,
it is probable that a creditor will be unable to collect the scheduled
payments of principal or interest when due according to the contractual
terms of the loan agreement. Factors considered by management in determining
impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due. Loans that
experience insignificant payment delays and payment shortfalls generally are
not classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the
borrower, including the length of the delay, the reasons for the delay, the
borrower's prior payment record, and the amount of the shortfall in relation
to the principal and interest owed. Impairment is measured on a loan by loan
basis by the fair value of the existing collateral.

Large groups of smaller balance homogeneous loans are collectively evaluated
for impairment. Accordingly, the Company does not separately identify
individual consumer loans for impairment disclosures.

Mortgage loans held for sale

Loans originated and intended for sale in the secondary market are carried
at the lower of cost or estimated fair value. Fair value is based on
commitments on hand from investors or prevailing market prices. Net
unrealized losses, if any, are recognized through a valuation allowance by
charges to income.

Banking premises and equipment and real estate held for investment

Land is carried at cost. Buildings, equipment and improvements are stated at
cost, less accumulated depreciation, computed on the straight-line method
over the estimated useful lives of the assets.

Pension plan

It is the Company's policy to fund pension plan costs in the year of
accrual.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over
the assets has been surrendered. Control over transferred assets is deemed
to be surrendered when (1) the assets have been isolated from the Bank, (2)
the transferee obtains the right (free of conditions that constrain it from
taking advantage of that right) to pledge or exchange the transferred
assets, and (3) the Bank does not maintain effective control over the
transferred assets through an agreement to repurchase them before their
maturity.

Income taxes

Deferred tax assets and liabilities are reflected at currently enacted
income tax rates applicable to the period in which the deferred tax assets
or liabilities are expected to be realized or settled. As changes in tax
laws or rates are enacted, deferred tax assets and liabilities are adjusted
accordingly through the provision for income taxes. The Bank's base amount
of its federal income tax reserve for loan losses is a permanent difference
for which there is no recognition of a deferred tax liability. However, the
loan loss allowance maintained for financial reporting purposes is a
temporary difference with allowable recognition of a related deferred tax
asset, if it is deemed realizable.

Employee stock ownership plan ("ESOP")

Compensation expense is recognized based on the current market price of
shares committed to be released to employees. All shares released and
committed to be released are deemed outstanding for purposes of earnings per
share calculations. Dividends declared on all allocated shares held by the
ESOP are charged to retained earnings. The value of unearned shares to be
allocated to ESOP participants for future services not yet performed is
reflected as a reduction of stockholders' equity.

Stock compensation plans

Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation," encourages all entities to adopt a fair value
based method of accounting for employee stock compensation plans, whereby
compensation cost is measured at the grant date based on the value of the
award and is recognized over the service period, which is usually the
vesting period. However, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," whereby compensation cost is the
excess, if any, of the quoted market price of the stock at the grant date
(or other measurement date) over the amount an employee must pay to acquire
the stock. Stock options issued under the Company's stock option plan have
no intrinsic value at the grant date, and under Opinion No. 25 no
compensation cost is recognized for them. The Company has elected to
continue with the accounting methodology in Opinion No. 25 and, as a result,
has provided pro forma disclosures of net income and earnings per share and
other disclosures, as if the fair value based method of accounting had been
applied. (See Note 12.)

Earnings per common share

Basic earnings per share represents income available to common stock divided
by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that
would have been outstanding if dilutive potential common shares had been
issued, as well as any adjustment to income that would result from the
assumed conversion. Potential common shares that may be issued by the
Company relate solely to outstanding stock options, and are determined using
the treasury stock method. Earnings per share data is not presented in the
consolidated financial statements for the year ended June 30, 1998 as shares
of common stock were not issued until January 8, 1998.

Comprehensive income

Accounting principles generally require that recognized revenue, expenses,
gains and losses be included in net income. Although certain changes in
assets and liabilities, such as unrealized gains and losses on available-
for-sale securities, are reported as a separate component of the equity
section of the consolidated balance sheet, such items, along with net
income, are components of comprehensive income (loss).

The components of other comprehensive income (loss) and related tax effects
are as follows:

<TABLE>
<CAPTION>

                                                      Years Ended June 30,
                                                   ------------------------
                                                   2000      1999      1998
                                                   ----      ----      ----
                                                         (In Thousands)

<S>                                               <C>       <C>       <C>
Change in unrealized holding gains/losses
 on available-for-sale securities                 $(562)    $ 183     $ 616
Reclassification adjustment for gains
 realized in income                                (128)     (242)     (227)
                                                  -------------------------
Change in net unrealized gains/losses              (690)      (59)      389

Tax effect                                          241        21      (136)
                                                  -------------------------

Net-of-tax amount                                 $(449)    $ (38)    $ 253
                                                  =========================
</TABLE>

Segments

The Company, through the branch network of its subsidiary, Medford Co-
operative Bank, provides a broad range of financial services to individuals
and businesses. These services include checking, savings and term
certificate deposits; lending; credit card servicing; and ATM processing
services. While the Company's chief decision-makers monitor the revenue
streams of the various Company products and services, operations are managed
and financial performance is evaluated on a Company-wide basis. Accordingly,
all of the Company's banking operations are considered by management to be
aggregated in one reportable operating segment.

Recent Accounting Pronouncement

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which, as
amended by SFAS No. 137 and 138, is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. This Statement establishes
accounting and reporting standards for derivative instruments and hedging
activities, including certain derivative instruments embedded in other
contracts, and requires that an entity recognize all derivatives as assets
or liabilities in the balance sheet and measure them at fair value. If
certain conditions are met, an entity may elect to designate a derivative as
follows:  (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a
hedge of the exposure to variable cash flows of a forecasted transaction, or
(c) a hedge of the foreign currency exposure of an unrecognized firm
commitment, an available-for-sale security, a foreign currency denominated
forecasted transaction, or a net investment in a foreign operation. The
Statement generally provides for matching the timing of the recognition of
the gain or loss on derivatives designated as hedging instruments with the
recognition of the changes in the fair value of the item being hedged.
Depending on the type of hedge, such recognition will be in either net
income or other comprehensive income. For a derivative not designated as a
hedging instrument, changes in fair value will be recognized in net income
in the period of change. Adoption of this Statement by the Company will
require that changes in fair value of covered call options be recognized in
net income. Currently, such changes are included as a component of
stockholders' equity. The Company adopted SFAS No. 133 effective July 1,
2000.

2.    SECURITIES

The amortized cost and estimated fair value of securities with gross
unrealized gains and losses is as follows:

<TABLE>
<CAPTION>

                                                June 30, 2000
                                 -------------------------------------------
                                               Gross        Gross
                                 Amortized   Unrealized   Unrealized   Fair
                                    Cost       Gains        Losses     Value
                                 ---------   ----------   ----------   -----
                                               (In Thousands)

<S>                                <C>          <C>         <C>      <C>
Available for Sale
------------------
  U.S. Government and
   federal agency obligations      $18,821      $  -        $(484)   $18,337
  Mortgage-backed securities         8,709         1          (42)     8,668
  Other bonds                        2,547         -         (154)     2,393
  Marketable equity securities       2,459       755         (160)     3,054
                                   -----------------------------------------
      Total                        $32,536      $756        $(840)   $32,452
                                   =========================================

<CAPTION>

                                                June 30, 1999
                                 -------------------------------------------
                                               Gross        Gross
                                 Amortized   Unrealized   Unrealized   Fair
                                    Cost       Gains        Losses     Value
                                 ---------   ----------   ----------   -----
                                               (In Thousands)

<S>                                <C>          <C>         <C>      <C>
Available for Sale
------------------
  U.S. Government and
   federal agency obligations      $24,323      $  -        $(296)   $24,027
  Other bonds                        4,556         -          (58)     4,498
  Marketable equity securities       2,287       960            -      3,247
                                   -----------------------------------------
      Total                        $31,166      $960        $(354)   $31,772
                                   =========================================

Held to Maturity
----------------
  U.S. Government and
   federal agency obligations      $   500      $  1        $   -    $   501
  Other bonds                        1,000         1            -      1,001
                                   -----------------------------------------
      Total                        $ 1,500      $  2        $   -    $ 1,502
                                   =========================================
</TABLE>

The amortized cost and estimated fair value of debt securities by
contractual maturity at June 30, 2000 is as follows:

<TABLE>
<CAPTION>

                               Amortized     Fair
                                  Cost      Value
                               ---------    ------
                                  (In Thousands)

<S>                             <C>        <C>
Within 1 year                   $ 2,205    $ 2,181
Over 1 year to 5 years           19,163     18,549
                                ------------------
                                 21,368     20,730
Mortgage-backed securities        8,709      8,668
                                ------------------
      Total                     $30,077    $29,398
                                ==================
</TABLE>

During the years ended June 30, 2000, 1999 and 1998, proceeds from sales of
securities available for sale amounted to $9,888,000, $1,071,000 and
$2,924,000, respectively. Gross realized gains for 2000, 1999 and 1998
amounted to $420,000, $275,000 and $363,000, respectively, and gross
realized losses were $292,000, $33,000 and $136,000, respectively.

3.    LOANS

A summary of the balances of loans follows:

<TABLE>
<CAPTION>

                                                 June 30,
                                           --------------------
                                             2000        1999
                                             ----        ----
                                              (In Thousands)

<S>                                        <C>         <C>
Mortgage loans on real estate:
  Fixed residential                        $ 67,243    $ 60,093
  Adjustable residential                     60,619      47,123
  Commercial                                 41,294      33,980
  Construction                               12,762       7,021
  Home equity lines of credit                 3,470       2,076
                                           --------------------
                                            185,388     150,293
Due to borrowers on incomplete loans         (7,076)     (2,899)
Net deferred loan costs (fees)                   12         (12)
                                           --------------------
                                            178,324     147,382
                                           --------------------
Other loans:
  Commercial                                  6,411       5,026
  Commercial lines of credit                  4,470       2,083
  Personal                                    1,526       1,546
                                           --------------------
                                             12,407       8,655
                                           --------------------
      Total loans                           190,731     156,037
Less allowance for loan losses               (1,531)     (1,348)
                                           --------------------
      Loans, net                           $189,200    $154,689
                                           ====================
</TABLE>

An analysis of the allowance for loan losses follows:

<TABLE>
<CAPTION>

                                     Years Ended June 30,
                                  --------------------------
                                   2000      1999      1998
                                   ----      ----      ----
                                        (In Thousands)

<S>                               <C>       <C>       <C>
Balance at beginning of year      $1,348    $1,236    $  977
Provision for loan losses            200       145       245
Recoveries                             6         3        16
Charge-offs                          (23)      (36)       (2)
                                  --------------------------
Balance at end of year            $1,531    $1,348    $1,236
                                  ==========================
</TABLE>

At June 30, 2000 and 1999, there were no impaired loans. The average
investment in impaired loans for the years ended June 30, 2000, 1999, and
1998 amounted to $36,000, $191,000 and $371,000, respectively and interest
income recognized on a cash basis on impaired loans amounted to $5,000,
$23,000 and $17,000, respectively. Non-accrual loans amounted to $2,000 at
June 30, 2000. There were no non-accrual loans at June 30, 1999.

On a fee basis, the Bank services loans it has originated and sold to
others. At June 30, 2000 and 1999, such loans amounted to $23,465,000 and
$24,886,000, respectively. All loans serviced for others were sold without
recourse provisions.

4.    BANKING PREMISES AND EQUIPMENT

A summary of the cost and accumulated depreciation of banking premises and
equipment and their estimated useful lives follows:

<TABLE>
<CAPTION>

                                         June 30,
                                   --------------------         Estimated
                                     2000         1999        Useful Lives
                                     ----         ----        ------------
                                      (In Thousands)

<S>                                <C>          <C>          <C>
Banking premises:
  Land                             $   242      $   242
  Buildings and improvements         2,447        2,447      10 - 40 years
Equipment                            2,496        2,030       3 - 10 years
                                   --------------------
                                     5,185        4,719
Less accumulated depreciation      $(2,380)     $(2,062)
                                   --------------------
                                   $ 2,805      $ 2,657
                                   ====================
</TABLE>

Depreciation expense for the years ended June 30, 2000, 1999 and 1998
amounted to $318,000, $307,000 and $278,000, respectively.

5.    REAL ESTATE HELD FOR INVESTMENT

Real estate held for investment represents property adjacent to the Bank's
main office which is primarily leased as commercial retail and office space.
The Bank occupies a portion of the building for its own activities. A
summary of the cost and accumulated depreciation and estimated useful life
is as follows:

<TABLE>
<CAPTION>

                                         June 30,
                                    ------------------        Estimated
                                     2000        1999       Useful Lives
                                     ----        ----       ------------
                                      (In Thousands)

<S>                                 <C>         <C>            <C>
Land                                $   34      $   34
Building                             2,229       2,229         40 years
                                    ------------------
                                     2,263       2,263
Less accumulated depreciation         (590)       (533)
                                    ------------------
                                    $1,673      $1,730
                                    ==================
</TABLE>

Depreciation expense for the years ended June 30, 2000, 1999 and 1998
amounted to $57,000, $56,000 and $57,000, respectively.
The following is a schedule of minimum future rental income on noncancelable
leases:

<TABLE>
<CAPTION>

                         Year Ending
                           June 30,           Amount
                         -----------          ------
                                          (In Thousands)

                             <S>               <C>
                             2001              $ 80
                             2002                50
                             2003                40
                             2004                35
                             2005                14
                                               ----
                                               $219
                                               ====
</TABLE>

The provisions of the lease agreements provide that the tenants are
responsible for utilities and certain repairs. Certain of the leases also
contain provisions that the tenants are responsible for a percentage of real
estate taxes and certain other costs.

Rental income for the years ended June 30, 2000, 1999 and 1998 amounted to
$134,000, $141,000 and $149,000, respectively.

6.    DEPOSITS

A summary of deposit balances by type is as follows:

<TABLE>
<CAPTION>

                                                 June 30,
                                           --------------------
                                             2000        1999
                                             ----        ----
                                              (In Thousands)

<S>                                        <C>         <C>
NOW accounts                               $ 33,927    $ 29,361
Demand deposits                              16,346       8,556
Regular and other deposits                   42,413      40,903
Money market deposits                         8,370       7,020
                                           --------------------
     Total non-certificate accounts         101,056      85,840
                                           --------------------
Term certificates less than $100,000         68,686      58,882
Term certificates of $100,000 or more        24,393      16,145
                                           --------------------
      Total certificate accounts             93,079      75,027
                                           --------------------
      Total deposits                       $194,135    $160,867
                                           ====================
</TABLE>

A summary of certificate accounts, by maturity, is as follows:

<TABLE>
<CAPTION>

                                 June 30, 2000          June 30, 1999
                              ------------------------------------------
                                         Weighted               Weighted
                                          Average                Average
                               Amount      Rate       Amount      Rate
                               ------    --------     ------    --------
                                        (Dollars In Thousands)

<S>                           <C>          <C>       <C>          <C>
Within 1 year                 $75,758      5.61%     $62,100      4.99%
Over 1 year to 3 years         16,960      5.81       12,485      5.32
Over 3 years to 5 years           361      5.62          442      5.73
                              ----------------------------------------
                              $93,079      5.65%     $75,027      5.05%
</TABLE>

7.    FEDERAL HOME LOAN BANK BORROWINGS

Federal Home Loan Bank borrowings consist of the following at June 30, 2000
and 1999:

<TABLE>
<CAPTION>

                                                        Weighted Average
                                        Amount            Interest Rate
                                  ------------------    ----------------
          Maturity                  2000       1999       2000     1999
---------------------------         ----       ----       ----     ----
                                    (In Thousands)

<S>                               <C>        <C>        <C>        <C>
Year ending June 30, 2000         $     -    $ 2,400       -%      6.30%
Year ending June 30, 2001           3,000          -    6.16          -
Year ending June 30, 2002           2,950      2,950    6.31       6.31
Year ending June 30, 2003           4,000      2,300    6.07       5.85
Year ending June 30, 2004           3,600      3,600    5.30       5.30
Year ending June 30, 2005          10,500          -    6.84          -
Thereafter                         13,800      6,800    5.78       5.54
Amortizing advance, due on
 August 14, 2006, requiring
 monthly payments of $7,793
 including interest                   900        928    6.97       6.97
                                  ------------------
                                  $38,750    $18,978
                                  ==================
</TABLE>

The following is a summary of maturities of borrowings at June 30, 2000:

<TABLE>
<CAPTION>

                         Year Ending
                           June 30,          Amount
                         -----------         ------
                                         (In Thousands)

                             <S>            <C>
                             2001           $ 3,031
                             2002             2,982
                             2003             4,035
                             2004             3,638
                             2005            10,540
                          Thereafter         14,524
                                            -------
                                            $38,750
                                            =======
</TABLE>

The Bank also has an available line of credit of $3,529,000 with the Federal
Home Loan Bank of Boston ("FHLB") at an interest rate that adjusts daily.
Borrowings under the line are limited to 2% of the Bank's total assets. All
borrowings from the Federal Home Loan Bank of Boston are secured by a
blanket lien on qualified collateral, defined principally as 75% of the
carrying value of first mortgage loans on owner-occupied residential
property and 90% of the market value of U.S. Government and federal agency
securities.

8.    INCOME TAXES

Allocation of federal and state income taxes between current and deferred
portions is as follows:

<TABLE>
<CAPTION>

                                                Years Ended June 30,
                                             --------------------------
                                              2000      1999      1998
                                              ----      ----      ----
                                                   (In Thousands)

<S>                                          <C>       <C>       <C>
Current tax provision:
  Federal                                    $  870    $  776    $  805
  State                                         284       258       292
                                             --------------------------
      Total current                           1,154     1,034     1,097
                                             --------------------------

Deferred tax benefit:
  Federal                                       (61)      (45)      (49)
  State                                         (21)      (18)      (17)
                                             --------------------------
      Total deferred                            (82)      (63)      (66)
                                             --------------------------

      Total provision                        $1,072    $  971    $1,031
                                             ==========================
</TABLE>

The reasons for the differences between the statutory federal income tax
rate and the effective tax rates are summarized as follows:

<TABLE>
<CAPTION>

                                                Years Ended June 30,
                                              ------------------------
                                              2000      1999      1998
                                              ----      ----      ----
                                                   (In Thousands)

<S>                                           <C>       <C>       <C>
Statutory rate                                34.0%     34.0%     34.0%
Increase (decrease) resulting from:
  State taxes, net of federal tax benefit      6.3       6.4       7.0
  Other, net                                  (1.5)     (1.1)     (1.0)
                                              ------------------------
Effective tax rates                           38.8%     39.3%     40.0%
                                              ========================
</TABLE>

The components of the net deferred tax asset included in other assets are as
follows:

<TABLE>
<CAPTION>

                                          June 30,
                                       --------------
                                       2000      1999
                                       ----      ----
                                       (In Thousands)

<S>                                    <C>      <C>
Deferred tax asset:
  Federal                              $552     $ 475
  State                                 206       164
                                       --------------
                                        758       639
Valuation reserve on asset              (24)      (24)
                                       --------------
                                        734       615
                                       --------------
Deferred tax liability:
  Federal                               (54)     (188)
  State                                 (19)      (89)
                                       --------------
                                        (73)     (277)
                                       --------------
Net deferred tax asset                 $661     $ 338
                                       ==============
</TABLE>

The tax effects of each type of income and expense item that give rise to
deferred taxes are as follows:

<TABLE>
<CAPTION>

                                          June 30,
                                       --------------
                                       2000      1999
                                       ----      ----
                                       (In Thousands)

<S>                                    <C>      <C>
Allowance for loan losses              $621     $ 545
Net unrealized (gain) loss on
 securities available for sale           29      (212)
Other                                    35        29
                                       --------------
                                        685       362
Valuation reserve                       (24)      (24)
                                       --------------
Net deferred tax asset                 $661     $ 338
                                       ==============
</TABLE>

A summary of the change in the net deferred tax asset is as follows:

<TABLE>
<CAPTION>

                                     Years Ended June 30,
                                    ---------------------
                                    2000    1999     1998
                                    ----    ----     ----
                                        (In Thousands)

<S>                                 <C>     <C>     <C>
Balance at beginning of year        $338    $254    $ 324
Deferred tax benefit                  82      63       66
Deferred tax on net unrealized
 gain/loss on securities
  available for sale                 241      21     (136)
                                    ---------------------
Balance at end of year              $661    $338    $ 254
                                    =====================
</TABLE>

There was no change in the valuation reserve during the years ended June 30,
2000, 1999 and 1998.

The federal income tax reserve for loan losses at the Bank's base year
amounted to $2,663,000. If any portion of the reserve is used for purposes
other than to absorb the losses for which established, approximately 150% of
the amount actually used (limited to the amount of the reserve) would be
subject to taxation in the fiscal year in which used. As the Bank intends to
use the reserve only to absorb loan losses, a deferred income tax liability
of $1,090,000 has not been provided.

9.    COMMITMENTS AND CONTINGENCIES

Loan commitments

The Bank is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and advance
funds under lines of credit and credit card loans. These instruments
involve, to varying degrees, elements of credit and interest rate risk in
excess of the amount recognized in the accompanying consolidated financial
statements.

The Bank's exposure to credit loss is represented by the contractual amount
of these instruments. The Bank uses the same credit policies in making
commitments as it does for on-balance-sheet instruments. A summary of
financial instruments outstanding whose contract amounts represent credit
risk is as follows:

<TABLE>
<CAPTION>

                                                         June 30,
                                                    -----------------
                                                      2000      1999
                                                      ----      ----
                                                      (In Thousands)

<S>                                                 <C>        <C>
Commitments to grant mortgage loans                 $ 5,074    $3,741
Commitments to grant commercial loans                10,983     3,114
Unadvanced funds on home equity lines of credit       3,107     2,170
Unadvanced funds on credit card loans                 1,796     1,854
Unadvanced funds on commercial lines of credit        6,101     3,880
Standby letters of credit                               305       252
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. The commitments for lines of
credit and credit card loans may expire without being drawn upon; therefore,
the total commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's creditworthiness on a case-
by-case basis. The commitments for mortgage loans and home equity lines of
credit are collateralized by real estate. Commercial loans and lines of
credit are secured by various assets of the borrowers. Credit card loans are
generally unsecured.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those letters of
credit are primarily issued to support public and private borrowing
arrangements. Letters of credit outstanding as of June 30, 2000 have
expiration dates within five years and are collateralized by real estate,
business assets and cash. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities
to customers.

Employment agreements

The Company and the Bank have entered into employment agreements with the
President and three other officers. The agreements provide for base
salaries, participation in employee benefit plans and, in the event of
termination of employment, certain lump-sum severance payments and
continuation of benefits. However, such employment may be terminated for
cause, as defined in the agreements, without incurring any continuing
obligations.

In June 1998, the Company amended the President's employment agreement to
provide him with a special benefit on his retirement. The President would be
entitled to receive a lump sum benefit upon retirement equal to the dollar
value of the shares of common stock expected to be allocated to the
President under the ESOP over the ten year term of the ESOP loan reduced by
the value of the shares of common stock actually allocated to the
President's ESOP account. During the years ended June 30, 2000 and 1999, the
Company accrued compensation expense under this agreement amounting to
$20,000 and $13,000, respectively.

Lease commitments

Pursuant to the terms of the noncancelable lease agreements in effect at
June 30, 2000, the future minimum rent commitments for leased premises are
as follows:

<TABLE>
<CAPTION>

                         Year Ending
                           June 30,           Amount
                         -----------          ------
                                         (In Thousands)

                          <S>               <C>
                             2001           $  260
                             2002              260
                             2003              260
                             2004              260
                             2005              203
                          Thereafter           393
                                            ------
                            Total           $1,636
                                            ======
</TABLE>

The leases contain certain options to extend for two to four five-year
periods and contain provisions for reimbursement of real estate taxes and
certain other costs. The costs of such rentals and reimbursements are not
included above. Rent expense for the years ended June 30, 2000 and 1999
amounted to $191,000 and $91,000, respectively. There was no rent expense
for the year ended June 30, 1998.

Contingencies

Various legal claims arise from time to time in the normal course of
business which, in the opinion of management, will have no material effect
on the Company's consolidated financial position or results of operations.

10.   STOCKHOLDERS' EQUITY

Stock conversion

On January 8, 1998, the Bank converted from a mutual to a stock institution.
Mystic Financial, Inc. became the Bank's holding company in connection with
the conversion and issued 2,711,125 shares of common stock at $10.00 per
share. Net proceeds were $25,737,000 after conversion costs of $1,374,000.

At the time of the conversion, the Bank established a liquidation account in
the amount of $11,761,000. In accordance with Massachusetts statute, the
liquidation account will be maintained for the benefit of eligible account
holders who continue to maintain their accounts in the Bank after the
conversion. The liquidation account will be reduced annually to the extent
that eligible account holders have reduced their qualifying deposits.
Subsequent increases will not restore an eligible account holder's interest
in the liquidation account. In the event of a complete liquidation, each
eligible account holder will be entitled to receive a distribution in an
amount equal to their current adjusted liquidation account balance, to the
extent that funds are available.

Minimum regulatory capital requirements

The Company (on a consolidated basis) and the Bank are subject to various
regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that,
if undertaken, could have a direct material effect on the Company's and the
Bank's consolidated financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Company and
the Bank must meet specific capital guidelines that involve quantitative
measures of their assets, liabilities and certain off-balance-sheet items as
calculated under regulatory accounting practices. The capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors. Prompt corrective
action provisions are not applicable to financial holding companies.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the following tables) of total and Tier I capital (as defined in
the regulations) to risk weighted assets (as defined) and of Tier I capital
(as defined) to average assets (as defined). Management believes, as of June
30, 2000 and 1999, that the Company and the Bank meet all capital adequacy
requirements to which they are subject.

As of June 30, 2000, the most recent notification from the Federal Deposit
Insurance Corporation categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum total risk-based, Tier I risk-
based and Tier I leverage ratios as set forth in the following tables. There
are no conditions or events that management believes have changed the Bank's
category. The Company's and the Bank's actual capital amounts and ratios are
also presented in the tables.

<TABLE>
<CAPTION>

                                                                                         Minimum
                                                                                        To Be Well
                                                                     Minimum        Capitalized Under
                                                                     Capital        Prompt Corrective
                                                 Actual            Requirement      Action Provisions
                                            ----------------    ----------------    -----------------
                                            Amount     Ratio    Amount     Ratio    Amount      Ratio
                                            ------     -----    ------     -----    ------      -----
                                                              (Dollars In Thousands)

<S>                                         <C>        <C>      <C>         <C>     <C>         <C>
June 30, 2000:
  Total Capital to Risk Weighted Assets
    Consolidated                            $30,775    20.2%    $12,174     8.0%        N/A      N/A
    Bank                                     27,737    18.3      12,121     8.0     $15,151     10.0%
  Tier I Capital to Risk Weighted Assets
    Consolidated                             29,244    19.2       6,087     4.0         N/A      N/A
    Bank                                     26,206    17.3       6,060     4.0       9,090      6.0
  Tier I Capital to Average Assets
    Consolidated                             29,244    11.4      10,309     4.0         N/A      N/A
    Bank                                     26,206    10.8       9,719     4.0      12,149      5.0

June 30, 1999:
  Total Capital to Risk Weighted Assets
    Consolidated                            $35,006    27.3%    $10,255     8.0%        N/A      N/A
    Bank                                     24,388    19.2      10,143     8.0     $12,679     10.0%
  Tier I Capital to Risk Weighted Assets
    Consolidated                             33,658    26.2       5,127     4.0         N/A      N/A
    Bank                                     23,040    18.1       5,072     4.0       7,609      6.0
  Tier I Capital to Average Assets
    Consolidated                             33,658    16.0       8,387     4.0         N/A      N/A
    Bank                                     23,040    11.4       8,046     4.0      10,057      5.0
</TABLE>

11.    RELATED PARTY TRANSACTIONS

At June 30, 2000 and 1999, total loans to directors and officers of the Bank
greater than $60,000 on an individual basis amounted to $1,933,000 and
$2,069,000, respectively. During the years ended June 30, 2000 and 1999,
total principal additions were $215,000 and $1,783,000, respectively, and
total principal payments were $351,000 and $626,000, respectively.

12.   EMPLOYEE BENEFIT PLANS

Pension plans

The Bank provides pension benefits for its employees through membership in
Plan C of the Defined Benefit Plan of the Co-operative Banks Employees
Retirement Association ("CBERA"). The plan is a multi-employer plan where
the contributions by each bank are not restricted to provide benefits to the
employees of the contributing bank. Each employee reaching the age of 21 and
having completed 1,000 hours of service in one consecutive twelve-month
period beginning with such employee's date of employment automatically
becomes a participant in the retirement plan. A participant in the plan is
not vested until they have performed two years of service, at which time
they become 20% vested. Participants become 100% vested when credited with
six years of service.

Total pension expense for the years ended June 30, 2000, 1999 and 1998
amounted to $110,000, $115,000 and $132,000, respectively.

In addition, the Bank has a savings and retirement plan, which qualifies
under Section 401(k) of the Internal Revenue Code, for its employees through
membership in Plan A of the Defined Benefit Plan of CBERA. Each employee
reaching the age of 21 and having completed 1,000 hours of service in one
consecutive twelve-month period beginning with such employee's date of
employment automatically becomes a participant in the savings and retirement
plan. The plan provides for voluntary contributions by participating
employees ranging from one percent to twelve percent of their compensation,
subject to certain limitations. The Bank matches 50% of an employee's
voluntary contribution up to ten percent of the employee's compensation.

Total expense under the Section 401(k) plan for the years ended June 30,
2000, 1999 and 1998 amounted to $54,000, $63,000 and $68,000, respectively.

Employee stock ownership plan

Effective January 8, 1998, the Company established and the Bank adopted an
ESOP, for the benefit of eligible employees who have attained age 21 and
have completed one year of service.

The Company loaned the ESOP $3,194,000 to fund the purchase of 216,890
shares of common stock of the Company in open-market purchases following
completion of the Bank's conversion from mutual to stock form. The Bank
intends to make annual contributions to the ESOP in an aggregate amount at
least equal to the principal and interest requirements on the loan. The loan
is for a term of 10 years, bears interest at 8% per annum and requires
annual principal payments of $319,000 plus interest.

Shares purchased by the ESOP are pledged as collateral for the loan, and are
held in a suspense account until released for allocation among participants
in the ESOP as the loan is repaid. The pledged shares are released annually
from the suspense account in an amount proportional to the repayment of the
ESOP loan for each plan year. The released shares are allocated among the
accounts of participants on the basis of the participant's compensation for
the year of allocation. Benefits generally become vested at the rate of 20%
per year with vesting to begin after an employee's completion of three years
of service and full vesting to occur after seven years of service.
Participants also become immediately vested upon termination of employment
due to death, retirement at age 65 or older, permanent disability or upon
the occurrence of a change of control. Forfeitures will be reallocated among
remaining participating employees, in the same proportion as contributions.
Vested benefits may be paid in a single sum or installment payments and are
payable upon death, retirement at age 65 or older, disability or separation
from service.

Shares held by the ESOP include the following:

<TABLE>
<CAPTION>

                                                  June 30,
                                          ------------------------
                                             2000          1999
                                             ----          ----

<S>                                       <C>           <C>
Allocated                                     46,579        20,331
Committed to be allocated                     12,520        12,954
Unallocated                                  157,791       183,605
                                          ------------------------
      Total                                  216,890       216,890
                                          ========================
Fair value of unallocated ESOP shares     $1,903,000    $2,180,000
                                          ========================
</TABLE>

Cash dividends received on allocated shares are allocated to participants
and cash dividends received on shares held in suspense are applied to repay
the outstanding debt of the ESOP.

Total expense applicable to the ESOP amounted to $289,000 and $279,000 for
the years ended June 30, 2000 and 1999, respectively.

Stock option plan

On March 24, 1999, the Company's stockholders approved the 1999 Stock Option
Plan (the "Stock Option Plan"). Under the Stock Option Plan, the Company may
grant options to its directors, officers and employees for up to 257,355
shares of common stock. Both incentive stock options and non-qualified stock
options may be granted under the Stock Option Plan. The exercise price of
each option equals the market price of the Company's stock on the date of
grant and an option's maximum term is ten years. Options generally vest over
a five year period.

The Company applies APB Opinion 25 and related Interpretations in accounting
for the Stock Option Plan. Accordingly, no compensation cost has been
recognized. Had compensation cost for the Company's Stock Option Plan been
determined based on the fair value at the grant dates for awards under the
plan consistent with the method prescribed by SFAS No. 123, the Company's
net income and earnings per share for the years ended June 30, 2000 and 1999
would have been adjusted to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                        2000         1999
                                                        ----         ----

<S>                                    <C>           <C>          <C>
Net income                             As reported   $1,689,000   $1,502,000
                                       Pro forma     $1,616,000   $1,466,000

Basic and diluted earnings per share   As reported   $     0.83   $     0.63
                                       Pro forma     $     0.80   $     0.62
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model. The weighted-average assumptions
used for grants during the year ended June 30, 1999 were dividend yield of
2.0%, expected life of 7 years, expected volatility of 14%, and a risk-free
interest rate of 5.2%.

During the year ended June 30, 1999, the Company granted options to purchase
226,364 shares at an exercise price of $12.06 per share, all of which were
outstanding at June 30, 2000 and 1999. The options vest over a period of
five years and expire in ten years. At June 30, 1999, none of the options
were exercisable. At June 30, 2000, 45,273 shares were exercisable. There
were no shares granted during the year ended June 30, 2000. For the years
ended June 30, 2000 and 1999, there were no shares exercised, forfeited or
expired. The weighted average fair value of the options granted during 1999
was $2.67. The weighted average remaining contractual life of the options
outstanding at June 30, 2000 and 1999 was 8.75 and 9.75 years, respectively.

Recognition and retention plan

On March 24, 1999, the Company's stockholders approved the Company's
adoption of the 1999 Recognition and Retention Plan (the "RRP"), which
allows the Company to grant restricted stock awards ("Awards") to certain
officers, employees and outside directors. The RRP is authorized to acquire
no more than 102,942 shares of Common stock in the open market. Shares vest
at a rate of 20% per year with the first vesting period ending December 31,
1999. At June 30, 1999, Awards were granted with respect to 96,342 shares.
The aggregate purchase price of all shares acquired by the RRP will be
reflected as a reduction of stockholders' equity and amortized to
compensation expense as the Company's employees and directors become vested
in their stock awards. As of June 30, 2000, 19,268 vested shares had been
distributed to eligible participants. Compensation expense amounted to
$290,000 and $94,000 for the years ended June 30, 2000 and 1999,
respectively. Compensation expense is based on the fair value of the common
stock on the grant date.

Benefit restoration plan

In June 1998, the Company adopted the Benefit Restoration Plan ("BRP") in
order to provide the President with the benefits that would be due to him
under the defined benefit pension plan, the 401(k) Plan and the ESOP if such
benefits were not limited under the Internal Revenue Code. Total expense
related to the BRP amounted to $53,000 and $61,000 for the years ended June
30, 2000 and 1999, respectively.

13.   RESTRICTIONS ON DIVIDENDS, LOANS AND ADVANCES

Federal and state banking regulations place certain restrictions on
dividends paid and loans or advances made by the Bank to the Company. The
total amount of dividends which may be paid at any date is generally limited
to the retained earnings of the Bank, and loans or advances are limited to
10% of the Bank's capital stock and surplus on a secured basis. In addition,
dividends paid by the Bank to the Company would be prohibited if the effect
thereof would cause the Bank's capital to be reduced below applicable
minimum capital requirements. At June 30, 2000, $12,121,000 of the Company's
equity in the Bank was restricted and funds available for loans and advances
amounted to $1,133,000.

14.   FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments"
requires disclosure of estimated fair values of all financial instruments
where it is practicable to estimate such values. In cases where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. Accordingly, the derived fair value
estimates cannot be substantiated by comparison to independent markets and,
in many cases, could not be realized in immediate settlement of the
instrument. SFAS No. 107 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value
of the Company.

The following methods and assumptions were used by the Company in estimating
fair value disclosures for financial instruments:

      Cash and cash equivalents:  The carrying amounts of cash, federal
      funds sold and short-term investments approximate fair values.

      Securities:  Fair values for securities, excluding Federal Home Loan
      Bank stock, are based on quoted market prices. The carrying value of
      Federal Home Loan Bank stock approximates fair value based on the
      redemption provisions of the Federal Home Loan Bank.

      Loans:  For variable-rate loans that reprice frequently and with no
      significant change in credit risk, fair values are based on carrying
      values. Fair values for loans held for sale are based on quoted market
      prices. Fair values for all other loans are estimated using discounted
      cash flow analyses, using interest rates currently being offered for
      loans with similar terms to borrowers of similar credit quality. Fair
      values for non-performing loans are estimated using underlying
      collateral values when applicable.

      Deposit liabilities:  Fair values for interest and non-interest
      checking, passbook savings, and certain types of money market accounts
      are, by definition, equal to the amount payable on demand at the
      reporting date (i.e., their carrying amounts). Fair values for term
      certificates of deposit are estimated using a discounted cash flow
      calculation that applies interest rates currently being offered on
      certificates to a schedule of aggregated expected monthly maturities.

      Federal Home Loan Bank borrowings:  Fair values for borrowings are
      estimated using discounted cash flow analysis based on the Bank's
      current incremental borrowing rates for similar types of borrowing
      arrangements.

      Accrued interest:  The carrying amounts of accrued interest
      approximate fair value.

      Off-balance-sheet instruments:  Fair values for off-balance-sheet
      lending commit-ments are based on fees currently charged to enter into
      similar agreements, taking into account the remaining terms of the
      agreements and the counterparties' credit standing and are not
      material.

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

<TABLE>
<CAPTION>

                                                         June 30,
                                       --------------------------------------------
                                               2000                    1999
                                       --------------------    --------------------
                                       Carrying      Fair      Carrying      Fair
                                        Amount       Value      Amount       Value
                                       --------      -----     --------      -----
                                                      (In Thousands)

<S>                                    <C>         <C>         <C>         <C>
Financial assets:
  Cash and cash equivalents            $ 31,331    $ 31,331    $ 18,721    $ 18,721
  Securities available for sale          32,452      32,452      31,772      31,772
  Securities held to maturity                 -           -       1,500       1,502
  Federal Home Loan Bank stock            2,438       2,438       1,080       1,080
  Loans, net                            189,200     185,429     154,689     154,598
  Mortgage loans held for sale              543         543         406         406
  Accrued interest receivable             1,324       1,324       1,265       1,265

Financial liabilities:
  Deposits                              194,135     195,628     160,867     161,664
  Federal Home Loan Bank borrowings      38,750      37,477      18,978      18,619
  Accrued interest payable                  481         481         334         334
</TABLE>

15.   CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

Condensed financial information pertaining only to Mystic Financial, Inc.,
is as follows:

                               BALANCE SHEETS
                               --------------

<TABLE>
<CAPTION>

                                                            June 30,
                                                       ------------------
                                                         2000       1999
                                                         ----       ----
                                                         (In Thousands)

Assets
------

<S>                                                    <C>        <C>
Cash and due from banks                                $   226    $   108
Federal funds sold                                          29      1,054
Short-term investments                                   2,500          -
                                                       ------------------
      Total cash and cash equivalents                    2,755      1,162

Securities available for sale, at fair value                 -      6,258
Investment in common stock of Bank                      26,320     26,611
Other assets                                               122        123
                                                       ------------------
      Total assets                                     $29,197    $34,154
                                                       ==================

Liabilities and Stockholders' Equity
------------------------------------

Accrued expenses                                       $     8    $   102
                                                       ------------------

Stockholders' equity:
  Preferred stock                                            -          -
  Common stock                                              27         27
  Additional paid-in capital                            25,601     25,688
  Retained earnings                                     15,295     14,128
  Treasury stock, at cost                               (8,424)    (3,485)
  Accumulated other comprehensive income (loss)            (55)       394
  Unearned ESOP shares                                  (2,324)    (2,700)
  Unearned RRP shares                                     (931)         -
                                                       ------------------
      Total stockholders' equity                        29,189     34,052
                                                       ------------------
    Total liabilities and stockholders' equity         $29,197    $34,154
                                                       ==================
</TABLE>

                            STATEMENTS OF INCOME
                            --------------------

<TABLE>
<CAPTION>


                                            Years Ended June 30,         Period
                                            --------------------    January 8, 1998
                                               2000      1999       to June 30, 1998
                                               ----      ----       ----------------
                                                         (In Thousands)

<S>                                           <C>       <C>               <C>
Income:
  Interest on investments                     $  302    $  516            $253
  Interest on ESOP loan                          270       188             126
  Loss on sale of securities                    (188)        -               -
  Miscellaneous income                             9        10               4
                                              --------------------------------
      Total income                               393       714             383

Operating expenses                               130       307               8
                                              --------------------------------

Income before income taxes and equity in
 undistributed income of Bank                    263       407             375
Income tax provision                             105       163             150
                                              --------------------------------
                                                 158       244             225
Equity in undistributed income of Bank         1,531     1,258             731
                                              --------------------------------
      Net income                              $1,689    $1,502            $956
                                              ================================
</TABLE>

                          STATEMENTS OF CASH FLOWS
                          ------------------------

<TABLE>
<CAPTION>

                                                         Years Ended June 30,         Period
                                                         --------------------    January 8, 1998
                                                           2000        1999      to June 30, 1998
                                                           ----        ----      ----------------
                                                         (In Thousands)

<S>                                                       <C>        <C>             <C>
Cash flows from operating activities:
  Net income                                              $ 1,689    $ 1,502         $    956
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Equity in undistributed income of Bank                 (1,531)    (1,258)            (731)
    (Accretion) amortization of investments                   (17)        12                3
    Loss on sale of securities available for sale             188          -                -
    Amortization of unearned ESOP shares                      289        472                -
    Amortization of unearned RRP shares                       364          -                -
    Other, net                                              1,227       (456)             (55)
                                                          -----------------------------------
      Net cash provided by operating activities             2,209        272              173
                                                          -----------------------------------

Cash flows from investing activities:
  Purchase of Bank common stock                                 -          -          (11,333)
  Purchases of securities available for sale                    -     (5,307)          (8,524)
  Proceeds from sales of securities available for sale      6,140      7,505                -
                                                          -----------------------------------
      Net cash provided (used) by investing activities      6,140      2,198          (19,857)
                                                          -----------------------------------

Cash flows from financing activities:
  Net proceeds from sale of common stock                        -          -           25,737
  Purchase of treasury stock                               (4,939)    (3,464)             (21)
  Purchase of ESOP shares                                       -          -           (3,194)
  Purchase of RRP shares                                   (1,295)         -                -
  Cash dividends paid                                        (522)      (547)            (135)
                                                          -----------------------------------
  Net cash provided (used) by financing activities         (6,756)    (4,011)          22,387
                                                          -----------------------------------

Net change in cash and cash equivalents                     1,593     (1,541)           2,703

Cash and cash equivalents at beginning of period            1,162      2,703                -
                                                          -----------------------------------

Cash and cash equivalents at end of period                $ 2,755    $ 1,162         $  2,703
                                                          ===================================
</TABLE>

16.   QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>

                                                                        Years Ended June 30,
                                        ------------------------------------------------------------------------------------
                                                          2000                                        1999
                                        ----------------------------------------    ----------------------------------------
                                        Fourth      Third     Second      First     Fourth      Third     Second      First
                                        Quarter    Quarter    Quarter    Quarter    Quarter    Quarter    Quarter    Quarter
                                        -------    -------    -------    -------    -------    -------    -------    -------
                                                               (In Thousands, Except Per Share Data)

<S>                                     <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Interest and dividend income            $ 4,445    $ 4,070    $ 3,938    $ 3,724    $ 3,562    $ 3,510    $ 3,348    $ 3,325
Interest expense                         (2,130)    (1,937)    (1,776)    (1,603)    (1,634)    (1,609)    (1,496)    (1,482)
                                        ------------------------------------------------------------------------------------
Net interest income                       2,315      2,133      2,162      2,121      1,928      1,901      1,852      1,843
Provision for loan losses                   (50)       (35)       (75)       (40)       (55)         -        (30)       (60)
                                        ------------------------------------------------------------------------------------
Net interest income, after provision
 for  loan losses                         2,265      2,098      2,087      2,081      1,873      1,901      1,822      1,783
Other income                                232        226        271        216        339        234        320        243
Operating expenses                       (1,807)    (1,709)    (1,706)    (1,493)    (1,736)    (1,504)    (1,461)    (1,341)
                                        ------------------------------------------------------------------------------------

Income before income taxes                  690        615        652        804        476        631        681        685

Provision for income taxes                 (271)      (229)      (255)      (317)      (192)      (237)      (272)      (270)
                                        ------------------------------------------------------------------------------------

Net income                              $   419    $   386    $   397    $   487    $   284    $   394    $   409    $   415
                                        ====================================================================================
Basic and diluted earnings per share    $  0.23    $  0.20    $  0.19    $  0.22    $  0.12    $  0.17    $  0.16    $  0.16
                                        ====================================================================================
</TABLE>