SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended June 30, 1999
                               -------------

                                       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 34-0-25158
                                               ----------

                            BANCORP CONNECTICUT, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                    06-1394443
----------------------------------------         -------------------------------
    (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                     Identification No.)

121 Main Street, Southington, Connecticut                     06074
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

Registrant's Telephone Number, Including Area Code       (860) 628-0351
                                                         --------------

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

Common Stock, $1.00 par value - 5,184,914 shares as of August 5, 1999
--------------------------------------------------------------------------------



                                       1
<PAGE>


                            BANCORP CONNECTICUT, INC.

                                    FORM 10-Q

                                      INDEX

PART I.
                                                                            Page
Item 1.   Financial Statements

          Consolidated Condensed Statements of Condition as of
            June 30, 1999 (unaudited) and December 31, 1998.................   3

          Consolidated Condensed Statements of Income for the
            Three Months Ended June 30, 1999 and 1998 (unaudited)...........   4

          Consolidated Condensed Statements of Income for the
            Six Months Ended June 30, 1999 and 1998 (unaudited).............   5

          Consolidated Condensed Statements of Changes in Shareholders'
            Equity for the Six Months Ended
            June 30, 1999 and 1998 (unaudited)..............................   6

          Consolidated Condensed Statements of Cash Flows for the
            Six Months Ended June 30, 1999 and 1998 (unaudited).............   7

          Notes to Consolidated Condensed Financial Statements (unaudited)..   8

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................  13

Item 3.   Quantitative and Qualitative Disclosures About Market Risk........  23

PART II.

Item 1.   Legal Proceedings.................................................  24

Item 2.   Changes in Securities and Use of Proceeds.........................  24

Item 3.   Defaults Upon Senior Securities...................................  24

Item 4.   Submission of Matters to a Vote of Security Holders...............  24

Item 5.   Other Information.................................................  25

Item 6.   Exhibits and Reports on Form 8-K..................................  25

Signatures..................................................................  27



                                       2
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                    June 30,   December 31,
(dollars in thousands, except share data)                             1999         1998
-------------------------------------------------------------------------------------------
                                                                  (unaudited)    (Note 1)
<S>                                                                <C>          <C>
ASSETS
Cash and due from banks                                            $  11,217    $  11,178
Federal funds sold                                                     3,000           --
                                                                   ---------    ---------
      Cash and cash equivalents                                       14,217       11,178
                                                                   ---------    ---------
Securities available for sale (at market value)                      204,130      217,333
Trading account securities                                               277          172
Federal Home Loan Bank stock                                           2,832        2,832
Loans                                                                306,991      284,839
Less:
Deferred loan fees                                                      (750)        (850)
Allowance for loan losses                                             (5,584)      (5,549)
                                                                   ---------    ---------
      Net loans                                                      300,657      278,440
                                                                   ---------    ---------
Premises and equipment                                                 4,277        4,524
Accrued income receivable                                              3,249        3,077
Foreclosed real estate, net                                              320          334
Deferred taxes                                                         4,730        1,901
Other assets                                                           2,107        1,585
                                                                   ---------    ---------
      Total assets                                                 $ 536,796    $ 521,376
                                                                   =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
  Deposits                                                         $ 351,325    $ 345,563
  Advances from Federal Home Loan Bank of Boston                      41,630       40,630
  Federal funds purchased and securities sold under
    agreements to repurchase                                          93,060       80,516
  Accrued taxes, expenses and other liabilities                        4,002        4,751
                                                                   ---------    ---------
      Total liabilities                                              490,017      471,460
                                                                   ---------    ---------

COMMITMENTS AND CONTINGENCIES                                             --           --

Shareholders' equity
  Preferred stock, no par value: authorized 1,000,000 shares;
    none issued and outstanding                                           --           --
  Common stock, $1.00 par value: authorized 7,000,000 shares;
    issued and outstanding 5,768,070 shares at June 30, 1999 and
    5,653,406 shares at December 31, 1998                              5,768        5,653
  Additional paid-in capital                                          18,048       17,421
  Retained earnings                                                   34,053       31,761
  Accumulated other comprehensive (loss) income                       (4,946)         825
  Treasury stock at cost: 544,998 shares at June 30, 1999 and
    519,498 shares at December 31, 1998                               (6,144)      (5,744)
                                                                   ---------    ---------
      Total shareholders' equity                                      46,779       49,916
                                                                   ---------    ---------
      Total liabilities and shareholders' equity                   $ 536,796    $ 521,376
                                                                   =========    =========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.


                                       3
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          June 30,
                                                                   ----------------------
(dollars in thousands, except per share data)                         1999         1998
-----------------------------------------------------------------------------------------
                                                                         (unaudited)
<S>                                                                <C>          <C>
INTEREST INCOME
  Interest on loans, including fees                                $   5,970    $   5,614
                                                                   ---------    ---------
  Interest and dividends on investment securities
    Interest income                                                    2,819        2,133
    Dividend income                                                      487          819
    Interest on trading account                                           --            3
                                                                   ---------    ---------
                                                                       3,306        2,955
                                                                   ---------    ---------
  Interest on federal funds sold                                          98           39
  Other interest and dividends                                            47           38
                                                                   ---------    ---------
      Total interest income                                            9,421        8,646
                                                                   ---------    ---------
INTEREST EXPENSE
  Savings deposits                                                       665          634
  Time deposits                                                        1,888        2,180
  NOW accounts                                                           311          239
                                                                   ---------    ---------
                                                                       2,864        3,053
  Interest on borrowed money                                           1,792        1,422
                                                                   ---------    ---------
      Total interest expense                                           4,656        4,475
                                                                   ---------    ---------
      Net interest income                                              4,765        4,171
Provision for loan losses                                                 35           68
                                                                   ---------    ---------
      Net interest income after provision for loan losses              4,730        4,103
                                                                   ---------    ---------
NONINTEREST INCOME
  Net securities gains                                                   352          338
  Net trading account gains                                               18           15
  Trust fees                                                             149          139
  Service charges on deposit accounts                                    173          166
  Brokerage servicing fees                                                64          143
  Other                                                                  270          169
                                                                   ---------    ---------
    Total noninterest income                                           1,026          970
                                                                   ---------    ---------
NONINTEREST EXPENSE
  Salaries and employee benefits                                       1,682        1,446
  Furniture and equipment expense                                        243          119
  Occupancy expense, net                                                 142          129
  Professional services                                                  181          141
  Data processing expense                                                162          180
  Advertising expense                                                    101          110
  Foreclosed real estate provision (recoveries) and expense, net          (1)          (7)
  FDIC assessments                                                        10           10
  Other                                                                  448          342
                                                                   ---------    ---------
    Total noninterest expense                                          2,968        2,470
                                                                   ---------    ---------
      Income before income taxes                                       2,788        2,603
Provision for income taxes                                               831          852
                                                                   ---------    ---------
      Net income                                                   $   1,957    $   1,751
                                                                   ---------    ---------

AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                            5,211,496    5,107,334
  Diluted                                                          5,550,721    5,575,028
NET INCOME PER COMMON SHARE:
  Basic                                                            $    0.38    $    0.34
  Diluted                                                          $    0.35    $    0.31

DIVIDENDS DECLARED                                                 $    0.150   $   0.135
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.




                                       4
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                          June 30,
                                                                   ----------------------
(dollars in thousands, except per share data)                         1999         1998
-----------------------------------------------------------------------------------------
                                                                         (unaudited)
<S>                                                                <C>          <C>
INTEREST INCOME
  Interest on loans, including fees                                $  11,758    $  11,228
                                                                   ---------    ---------
  Interest and dividends on investment securities
    Interest income                                                    5,465        4,109
    Dividend income                                                    1,069        1,657
    Interest on trading account                                            2            3
                                                                   ---------    ---------
                                                                       6,536        5,769
                                                                   ---------    ---------
  Interest on federal funds sold                                         108          160
  Other interest and dividends                                            92           72
                                                                   ---------    ---------
      Total interest income                                           18,494       17,229
                                                                   ---------    ---------
INTEREST EXPENSE
  Savings deposits                                                     1,295        1,362
  Time deposits                                                        3,868        4,419
  NOW accounts                                                           599          451
                                                                   ---------    ---------
                                                                       5,762        6,232
  Interest on borrowed money                                           3,480        2,730
                                                                   ---------    ---------
      Total interest expense                                           9,242        8,962
                                                                   ---------    ---------
      Net interest income                                              9,252        8,267
Provision for loan losses                                                 65          168
                                                                   ---------    ---------
      Net interest income after provision for loan losses              9,187        8,099
                                                                   ---------    ---------
NONINTEREST INCOME
  Net securities gains                                                   754          812
  Net trading account (losses) gains                                      (9)          41
  Trust fees                                                             302          280
  Service charges on deposit accounts                                    355          326
  Brokerage servicing fees                                               119          223
  Other                                                                  482          288
                                                                   ---------    ---------
    Total noninterest income                                           2,003        1,970
                                                                   ---------    ---------
NONINTEREST EXPENSE
  Salaries and employee benefits                                       3,281        2,700
  Furniture and equipment expense                                        483          242
  Occupancy expense, net                                                 298          256
  Professional services                                                  361          276
  Data processing expense                                                285          370
  Advertising expense                                                    173          214
  Foreclosed real estate provision (recoveries) and expense, net          21          (18)
  FDIC assessments                                                        20           19
  Other                                                                  909          721
                                                                   ---------    ---------
    Total noninterest expense                                          5,831        4,780
                                                                   ---------    ---------
      Income before income taxes                                       5,359        5,289
Provision for income taxes                                             1,567        1,793
                                                                   ---------    ---------
      Net income                                                   $   3,792    $   3,496
                                                                   ---------    ---------

AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                            5,184,218    5,101,494
  Diluted                                                          5,537,363    5,566,587
NET INCOME PER COMMON SHARE:
  Basic                                                            $    0.73    $    0.69
  Diluted                                                          $    0.68    $    0.63

DIVIDENDS DECLARED                                                 $    0.290   $    0.265
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.


                                       5
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
BANCORP CONNECTICUT, INC.
(unaudited)


<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                               Other
                                                                                            Comprehensive
                                                                  Additional                   Income                      Total
                                                      Common       Paid-In      Retained     Unrealized     Treasury   Shareholders'
(dollars in thousands, except per share amounts)       Stock       Capital      Earnings    Gains(Losses)     Stock       Equity
-------------------------------------------------   -----------  ------------  ----------  ---------------- --------- --------------


<S>                                                   <C>           <C>         <C>            <C>           <C>         <C>
Balance as of December 31, 1997                       $ 5,612       $17,051     $ 28,149       $ 1,879       $(5,744)    $ 46,947
                                                                                                                         --------
  Net income                                               --            --        3,496            --            --        3,496
  Decrease in net unrealized gain on securities
    available-for-sale                                     --            --           --          (356)           --         (356)
                                                                                                                         --------
      Total comprehensive income                                                                                            3,140
                                                                                                                         --------
  Stock options exercised                                  21           161           --            --            --          182
  Cash dividends declared - $0.265 per share               --            --       (1,350)           --            --       (1,350)
  Tax benefits related to common stock options
    exercised                                              --            77           --            --            --           77
                                                      -------       -------     --------       -------       -------     --------

Balance as of June 30, 1998                           $ 5,633       $17,289     $ 30,295       $ 1,523       $(5,744)    $ 48,996
                                                      =======       =======     ========       =======       =======     ========


Balance as of December 31, 1998                       $ 5,653       $17,421     $ 31,761       $   825       $(5,744)    $ 49,916
                                                                                                                         --------
  Net income                                               --            --        3,792            --            --        3,792
  Decrease in unrealized gain on securities
    available-for-sale                                     --            --           --        (5,771)           --       (5,771)
                                                                                                                         --------
      Total comprehensive loss                                                                                             (1,979)
                                                                                                                         --------
  Stock options exercised                                 115           543           --            --            --          658
  Cash dividends declared - $0.290 per share               --            --       (1,500)           --            --       (1,500)
  Treasury stock purchased                                 --            --           --            --          (400)        (400)
  Tax benefits related to common stock options
    exercised                                              --            84           --            --            --           84
                                                      -------       -------     --------       -------       -------     --------

Balance as of June 30, 1999                           $ 5,768       $18,048     $ 34,053       $(4,946)      $(6,144)    $ 46,779
                                                      =======       =======     ========       =======       =======     ========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.


                                       6
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                           June 30,
                                                                   ----------------------
(dollars in thousands)                                                1999         1998
-----------------------------------------------------------------------------------------
                                                                         (unaudited)
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                       $   3,792    $   3,496
                                                                   ---------    ---------
  Adjustments to reconcile net income to net cash provided
    by operating activities
      Deferred income tax provision                                      144           44
      Net accretion and amortization of bond premiums
        and discounts                                                 (1,001)        (257)
      Provision for loan losses                                           65          168
      Provision for foreclosed real estate losses                         13           53
      Gain on sale of foreclosed real estate                              (9)        (123)
      Amortization of deferred loan points                              (101)        (144)
      Realized investment security gains                                (754)        (812)
      Depreciation expense                                               390          230
      (Increase) decrease in trading account                             (96)          77
      Increase in accrued income receivable                             (172)        (117)
      Increase in other assets                                          (545)        (338)
      (Decrease) increase in accrued expenses payable
        and other liabilities                                           (679)         214
                                                                   ---------    ---------
        Total adjustments                                             (2,745)      (1,005)
                                                                   ---------    ---------
        Net cash provided by operating activities                      1,047        2,491
                                                                   ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of securities available-for-sale                         (71,597)    (109,695)
  Proceeds from sales of securities available-for-sale                51,549       46,299
  Proceeds from maturities of securities                              15,774       12,623
  Paydowns on mortgage-backed securities                              10,488        9,275
  Purchases of Federal Home Loan Bank stock                               --         (271)
  Net increase in loans                                              (22,209)        (836)
  Purchases of premises and equipment, net                              (143)      (1,165)
  Proceeds from sales of foreclosed real estate, net                      66          669
                                                                   ---------    ---------
        Net cash used in investing activities                        (16,072)     (43,101)
                                                                   ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net decrease in time deposits                                         (646)      (7,512)
  Net increase in other deposits                                       6,408       16,017
  Proceeds from FHLB borrowings                                        3,000       50,201
  Repayment of FHLB borrowings                                        (2,000)     (39,201)
  Net increase in Federal funds purchased and
    repurchase agreements                                             12,544       30,646
  Proceeds from exercise of stock options                                658          182
  Repurchase common stock                                               (400)          --
  Cash dividends paid                                                 (1,500)      (1,350)
                                                                   ---------    ---------
        Net cash provided by financing activities                     18,064       48,983
                                                                   ---------    ---------

Net increase in cash and cash equivalents                              3,039        8,373
Cash and cash equivalents at beginning of period                      11,178       10,717
                                                                   ---------    ---------

Cash and cash equivalents at end of period                         $  14,217    $  19,090
                                                                   =========    =========

NONCASH INVESTING AND FINANCING ACTIVITIES
  Change in net unrealized gain on securities
    available-for-sale                                             $  (6,969)   $    (623)
  Transfer of loans to foreclosed real estate                             57          131
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.



                                       7
<PAGE>


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
BANCORP CONNECTICUT, INC.


Note 1 - Basis of Presentation
------------------------------

The consolidated  condensed financial  statements of Bancorp  Connecticut,  Inc.
(the  "Corporation")  include  the  accounts  of its  wholly  owned  subsidiary,
Southington  Savings Bank (the  "Bank").  The Bank  operates four branches and a
mortgage lending center in Southington,  Connecticut, one branch in Wallingford,
Connecticut and BCI Financial  Corporation,  an indirect auto finance subsidiary
located in Southington, Connecticut. During the fourth quarter of 1998, the Bank
formed a passive investment company, SSB Mortgage Corporation, to take advantage
of changes in Connecticut state tax statutes. SSB Mortgage Corporation commenced
operations  during the first  quarter  of 1999.  The  Bank's  primary  source of
revenue is providing  loans to customers  who are either small and middle market
businesses  or   individuals.   All   significant   intercompany   balances  and
transactions have been eliminated in consolidation.

The  consolidated  condensed  statement of  condition  as of June 30, 1999,  the
consolidated  condensed statements of income for the three and six month periods
ended June 30,  1999 and 1998,  and the  consolidated  condensed  statements  of
changes in shareholders'  equity and consolidated  condensed  statements of cash
flows for the six month  periods ended June 30, 1999 and 1998 have been prepared
by the  Corporation  without audit.  Certain amounts for prior periods have been
reclassified to conform to the current period presentation.

In the opinion of  management,  the financial  statements  have been prepared in
conformity with generally accepted  accounting  principles for interim financial
statements and include all adjustments necessary to present fairly the financial
position of the  Corporation  as of June 30, 1999 and the results of  operations
for the  three and six  month  periods  ended  June 30,  1999 and 1998,  and the
changes in  shareholders'  equity and cash flows for the six month periods ended
June 30,  1999 and  1998.  Results  of  operations  for the  three and six month
periods  ended June 30, 1999 are not  necessarily  indicative of results for any
other period.

The statement of condition as of December 31, 1998,  which has been included for
comparative  purposes,  has been condensed  from the audited  statements for the
year then ended.  Certain information and footnote disclosures normally included
in  financial   statements  presented  in  accordance  with  generally  accepted
accounting  principles  have  been  condensed  or  omitted.  These  consolidated
condensed financial  statements should be read in conjunction with the financial
statements and notes thereto included in the Corporation's annual report on Form
10-K for the year ended December 31, 1998.





                                       8
<PAGE>


Note 2 - Securities
-------------------

The amortized  cost,  gross  unrealized  gains and losses and  estimated  market
values of  securities  available  for sale as of June 30, 1999 and  December 31,
1998 were as follows:

                                                   June 30, 1999
                                 -----------------------------------------------
                                                Gross        Gross     Estimated
                                 Amortized   Unrealized   Unrealized     Market
                                    Cost        Gains       Losses       Value
                                 ---------   ----------   ----------   ---------
                                                   (in thousands)

   United States Government and
     agency obligations           $ 73,912     $    29    $  (5,908)    $ 68,033
   Municipal bonds                   3,328          80           --        3,408
   Mortgage-backed securities       71,659           8       (1,881)      69,786
   Capital trust preferreds         17,529         110         (849)      16,790
   Marketable equity securities     44,593       1,624         (755)      45,462
   Mutual funds                        602          49           --          651
                                  --------     -------    ---------     --------
                                  $211,623     $ 1,900    $  (9,393)    $204,130
                                  ========     =======    =========     ========




                                                  December 31, 1998
                                 -----------------------------------------------
                                                Gross        Gross     Estimated
                                 Amortized   Unrealized   Unrealized     Market
                                    Cost        Gains       Losses       Value
                                 ---------   ----------   ----------   ---------
                                                   (in thousands)

   United States Government and
     agency obligations           $ 47,547     $   277    $     (69)    $ 47,755
   Municipal bonds                   3,584         101           (2)       3,683
   Mortgage-backed securities       93,034         168          (70)      93,132
   Capital trust preferreds         13,174         130         (338)      12,966
   Marketable equity securities     58,141       1,925         (863)      59,203
   Mutual funds                        602          15          (23)         594
                                  --------     -------    ---------     --------
                                  $216,082     $ 2,616    $  (1,365)    $217,333
                                  ========     =======    =========     ========






                                       9
<PAGE>


Note 3 - Loans
--------------

The composition of the loan portfolio was:

                                                    June 30,        December 31,
                                                      1999              1998
                                                  ------------      ------------
                                                          (in thousands)

   Residential real estate                         $ 136,308          $ 137,326
   Commercial real estate                             44,943             42,408
   Real estate construction                            2,599              3,688
   Commercial                                         53,903             42,857
   Consumer                                           69,238             58,560
                                                   ---------          ---------
                                                     306,991            284,839
   Less:  Deferred loan fees                            (750)              (850)
          Allowance for loan losses                   (5,584)            (5,549)
                                                   ---------          ---------
     Total loans                                   $ 300,657          $ 278,440
                                                   =========          =========




Note 4 - Allowance for Loan and Other Real Estate Owned Losses
--------------------------------------------------------------

Changes in the allowances were:

                                                         Six Months Ended
                                                             June 30,
                                                  ------------------------------
                                                      1999              1998
                                                  ------------      ------------
                                                          (in thousands)

   Allowance for loan losses:
     Balance at beginning of year                  $   5,549          $   5,306
     Provision charged to expense                         65                168
     Loan charge-offs                                    (91)               (69)
     Recoveries                                           61                 80
                                                   ---------          ---------
     Balance, end of period                        $   5,584          $   5,485
                                                   =========          =========

   Allowance for foreclosed real estate losses:
     Balance at beginning of year                  $      50          $      25
     Provision charged to expense                         13                 53
     Foreclosed real estate write-downs, net             (13)               (38)
                                                   ---------          ---------
     Balance, end of period                        $      50          $      40
                                                   =========          =========




                                       10
<PAGE>


Note 5 - Nonperforming Assets
-----------------------------

                                                    June 30,        December 31,
                                                      1999              1998
                                                  ------------      ------------
                                                       (dollars in thousands)

   Nonaccrual loans
     Residential real estate                       $   1,094          $     705
     Commercial real estate                               25                402
     Commercial                                          156                 60
     Consumer                                             76                 98
                                                   ---------          ---------
       Total nonaccrual loans                          1,351              1,265

   Accruing loans past due 90 days or more                --                 --
                                                   ---------          ---------
       Total nonperforming loans                       1,351              1,265

   Other real estate owned                               320                334
                                                   ---------          ---------
       Total nonperforming assets                  $   1,671          $   1,599
                                                   =========          =========

   Nonperforming loans as a percentage of
     total loans                                        0.44%              0.44%
                                                   =========          =========

   Nonperforming assets as a percentage of
     total assets                                       0.31%              0.31%
                                                   =========          =========




Note 6 - Per Common Share Data
------------------------------

Basic  earnings per share is computed  using the weighted  average common shares
outstanding  during the periods  presented.  The computation of diluted earnings
per share is similar to the  computation  of basic earnings per share except the
denominator is increased to include the number of additional  common shares that
would have been outstanding if dilutive potential common shares had been issued.
The shares used in the  computations  for the three and six month  periods ended
June 30, 1999 and 1998 were as follows:

                                        Three Months Ended     Six Months Ended
                                              June 30,             June 30,
                                        ------------------    ------------------
                                          1999       1998       1999       1998
                                        -------    -------    -------    -------
                                           (in thousands)        (in thousands)

Basic                                     5,211     5,107        5,184     5,101
Effect of dilutive stock options            340       468          353       466
                                          -----     -----        -----     -----

Diluted                                   5,551     5,575        5,537     5,567
                                          =====     =====        =====     =====



                                       11
<PAGE>


Note 7 - Shareholders' Equity
-----------------------------

The following table presents the components and related tax effects allocated to
other comprehensive income for the six month period ended June 30, 1999.

                                                 Before       Tax         Net
                                                  Tax      (Benefit)     of Tax
                                                 Amount     Expense      Amount
                                                -------    ---------    -------
                                                        (in thousands)

   Net unrealized losses on securities
     arising during the period                  $(7,990)    $(2,717)    $(5,273)
   Less: reclassification adjustment for
     gains realized in net income                   754         256         498
                                                -------     -------     -------
   Net unrealized losses on securities          $(8,744)    $(2,973)    $(5,771)
                                                =======     =======     =======



The following table presents the components and related tax effects allocated to
other comprehensive income for the six month period ended June 30, 1998.

                                                 Before       Tax         Net
                                                  Tax      (Benefit)     of Tax
                                                 Amount     Expense      Amount
                                                -------    ---------    -------
                                                        (in thousands)

   Net unrealized gains on securities
     arising during the period                  $   216     $   (87)    $   129
   Less: reclassification adjustment for
     gains realized in net income                   812        (327)        485
                                                -------     -------     -------
   Net unrealized losses on securities          $  (596)    $   240     $  (356)
                                                =======     =======     =======



On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of the Corporation's  currently outstanding shares of common stock.
Purchases  are made from time to time in the open  market  and  through  private
transactions  and will  continue  over the next  year.  The timing and amount of
these  transactions,  funded through available corporate funds, will depend upon
market  conditions and corporate  requirements.  Shares  repurchased are held in
treasury  for  general  corporate  purposes  including  reissue to  satisfy  the
exercise of outstanding  stock options.  Through August 5, 1999, the Corporation
repurchased 70,338 shares at an average price of $16.78.



                                       12
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


                  COMPARISON OF THE THREE AND SIX MONTH PERIODS
                  ---------------------------------------------
                          ENDED JUNE 30, 1999 AND 1998
                          ----------------------------


The  following  discussion  and  analysis  presents  a review  of the  financial
condition and results of Bancorp Connecticut,  Inc. (the  "Corporation").  Since
Southington Savings Bank (the "Bank") is the sole subsidiary of the Corporation,
the  Corporation's  earnings  and  financial  condition  are  predicated  almost
entirely  on the  performance  of the  Bank.  This  review  should  be  read  in
conjunction  with the  consolidated  condensed  financial  statements  and other
financial data presented elsewhere herein.


CHANGES IN FINANCIAL CONDITION

INVESTMENTS - Securities  available for sale  decreased  $13,203,000  or 6.1% to
$204,130,000 at June 30, 1999 from  $217,333,000 at December 31, 1998. The shift
in the market value of the portfolio,  as the result of rising  interest  rates,
from  unrealized  gains  totaling  $1,251,000 at December 31, 1998 to unrealized
losses  totaling  $7,493,000  at June  30,  1999  was the  primary  cause of the
decrease in securities  available for sale.  Also,  proceeds from maturities and
sales (excluding  realized gains) of securities and paydowns on  mortgage-backed
securities exceeded purchases by $5,460,000.

LOANS - Loans  increased  $22,152,000 or 7.8% to  $306,991,000  at June 30, 1999
from  $284,839,000  at December  31, 1998  primarily  due to a higher  volume of
commercial  loan  originations  and loans  closed by BCI  Financial  Corporation
("BCIF"),  the  Bank's  auto loan  financing  subsidiary.  Commercial  loans and
commercial  real estate loans  increased  $13,581,000  or 15.9% and  represented
32.2%  of the  loan  portfolio  at  June  30,  1999.  Consumer  loans  increased
$10,678,000  or 18.2%  primarily  due to loans closed by BCIF. At June 30, 1999,
the consumer  portfolio of $69,238,000  consisted of 47.6% home equity loans and
lines of credit, 44.2% automobile loans and 8.2% other consumer loans.

At June 30, 1999, loans  collateralized  by residential  real estate,  including
home  equity  loans and lines of  credit,  represented  55.6% of the total  loan
portfolio.

DEPOSITS - Total  deposits  increased  $5,762,000  or 1.7%  during the first six
months of 1999 from  $345,563,000  at December 31, 1998  primarily  due to a net
inflow of $3,967,000 which  principally  reflects  increases in the Bank's money
fund  checking  product,  as well as increases in regular  savings  accounts and
money market deposit products.

BORROWINGS  - Advances  from the Federal  Home Loan Bank of Boston (the  "FHLB")
increased  by  $1,000,000  or 2.5% during the first six months of 1999.  Federal
funds  purchased and securities  sold under  agreements to repurchase  increased
$12,544,000 or 15.6% to $93,060,000 at June 30, 1999 as compared to December 31,
1998. This increase consisted primarily of broker/dealer  repurchase  agreements
which increased  $9,320,000 and have been primarily  utilized to fund the Bank's
loan growth. As of June 30, 1999, broker/dealer repurchase agreements and retail
repurchase agreements totaled $71,880,000 and $19,605,000, respectively.


CHANGES IN RESULTS OF OPERATIONS

EARNINGS  - Net  income  for the  quarter  ended  June 30,  1999 was  $1,957,000
compared to  $1,751,000  for the second  quarter of 1998,  an increase of 11.8%.
Increases in net interest income and  noninterest  income,  partially  offset by
increased  noninterest expense,  combined with a lower effective tax rate due to


                                       13
<PAGE>


the formation of a passive investment company,  were the primary reasons for the
higher  earnings.  The  annualized  return on  average  assets was 1.46% for the
quarters ended June 30, 1999 and 1998 while the return on average equity rose to
15.65% at June 30, 1999 from 14.55% the previous year.

Net income for the six months  ended June 30,  1999 was  $3,792,000  compared to
$3,496,000  for the same period in 1998, an increase of 8.5%. An increase in net
interest  income and a lower  provision  for loan  losses,  partially  offset by
increased  noninterest expense,  combined with a lower effective tax rate due to
the formation of a passive  investment  company,  were the principal reasons for
the increased  earnings.  The annualized  return on average assets was 1.43% for
the six months ended June 30, 1999 compared to 1.48% for the same period in 1998
while the return on average  equity  rose to 15.29% at June 30, 1999 from 14.64%
the previous year.

NET INTEREST  INCOME - Net interest  income,  the  difference  between  interest
earned on interest  earning  assets and  interest  expense  incurred on interest
bearing   liabilities,   is  a  significant   component  of  the   Corporation's
consolidated  condensed statements of income. Net interest income is affected by
changes in the  volumes of and rates on  interest  earning  assets and  interest
bearing  liabilities,   the  volume  of  interest  earning  assets  funded  with
noninterest  bearing  deposits  and  shareholders'  equity,  and  the  level  of
nonperforming assets.

Average   interest   earning  assets   increased  by  $56,421,000  or  12.1%  to
$522,623,000 for the three months ended June 30, 1999 from $466,202,000 from the
same period in 1998.

For the three months ended June 30, 1999 the increase in net interest  income on
a fully tax equivalent  basis of $449,000 or 10.0% from 1998 reflects  increases
in the average volume of the invested  funds and loan  portfolios of $18,462,000
and $37,959,000,  respectively.  In addition, average noninterest bearing demand
deposits  increased by  $3,835,000  or 12.8% during 1999  compared to 1998 which
helped  reduce the average  cost of funds and thus had a positive  effect on net
interest income.

The  interest  rate  spread was 3.21% for the three  months  ended June 30, 1999
compared to 3.24% for the same period in 1998. The ratio of net interest  income
to average interest earning assets on a fully tax equivalent basis was 3.79% for
the three  months  ended June 30, 1999  compared to 3.87% for the same period in
1998.  The  decrease in the  interest  rate  spread in 1999  compared to 1998 is
primarily  attributable  to a four basis points greater  decrease in the average
yield on earning assets  compared with the average  interest rate of funds.  The
decrease in the average yield on earning assets,  in turn, is  attributable,  in
part,  to the Bank's  increased  investment  in its loan  portfolio at generally
lower  yields  than  the  average   yield  on  the  existing   loan   portfolio.
Additionally,  average  yields were computed on a tax  equivalent  basis using a
Federal  income tax rate of 34% for 1999 and 1998 and a state income tax rate of
0.0% for 1999 and 9.5% for 1998,  due to the  formation of a passive  investment
company in 1999.

Average   interest   earning  assets   increased  by  $55,331,000  or  12.0%  to
$515,861,000  for the six months ended June 30, 1999 from  $460,530,000  for the
same period in 1998.

For the six months ended June 30, 1999 the increase in net interest  income on a
fully tax equivalent basis of $717,000 or 8.02% from 1998 reflected increases in
the average volume of the invested funds and loan  portfolios of $22,262,000 and
$33,069,000,  respectively.  In addition,  average  noninterest  bearing  demand
deposits  increased by  $4,586,000  or 15.75% during 1999 compared to 1998 which
helped  reduce the average  cost of funds and thus had a positive  effect on net
interest income.

The  interest  rate  spread  was 3.17% for the six months  ended  June 30,  1999
compared to 3.26% for the same period in 1998. The ratio of net interest  income
to average interest earning assets on a fully tax equivalent basis was 3.74% for
the six months  ended June 30,  1999  compared  to 3.89% for the same  period in
1998.  The  decrease in the  interest  rate  spread in 1999  compared to 1998 is
primarily  attributable  to a greater  decrease in the average  yield on earning
assets  compared with the average  interest  rate of funds.  The decrease in the
average yield on earning assets,  in turn, is attributable in part to the Bank's
increased  investment in its securities and loan  portfolios at generally  lower



                                       14
<PAGE>


yields than the average yield on the existing  securities  and loan  portfolios.
Additionally,  average  yields were computed on a tax  equivalent  basis using a
Federal  income tax rate of 34% for 1999 and 1998 and a state income tax rate of
0.0% for 1999 and 9.5% for 1998,  due to the  formation of a passive  investment
company in 1999.

PROVISION  FOR LOAN LOSSES - For the three  months ended June 30, 1999 and 1998,
the provisions for loan losses were $35,000 and $68,000,  respectively. Net loan
charge-offs  totaled $31,000 for the second three months of 1999 compared to net
loan recoveries of $32,000 for the same period in 1998.

For the six months ended June 30, 1999 and 1998,  the provisions for loan losses
were $65,000 and $168,000,  respectively.  Net loan charge-offs  totaled $30,000
for the six months  ended  June 30,  1999  compared  to net loan  recoveries  of
$11,000  during  the same  period in 1998.  The  allowance  for loan  losses was
$5,584,000  or  1.82% of  outstanding  loans as of June  30,  1999  compared  to
$5,485,000  or 2.09% of  outstanding  loans as of June 30,  1998.  Nonperforming
loans were  $1,351,000  as of June 30, 1999 and  $2,408,000 as of June 30, 1998,
representing .44% and .92%, respectively, of outstanding loans.

The  allowance for loan losses is  established  by  management.  Its adequacy is
monitored  based on internal  credit review and analysis of the loan  portfolio,
which  considers  current  economic  conditions  and  their  probable  effect on
borrowers, the amount of nonperforming loans and related collateral,  the amount
of charge-offs during the period and other relevant factors.  This evaluation is
inherently  subjective as it requires material  estimates  including the amounts
and timing of future cash flows  expected to be received on impaired  loans that
may be susceptible to significant change.

Strong current economic  conditions in the Bank's lending area combined with the
aforementioned decrease in nonperforming loans are the principal reasons for the
lower provisions for loan losses for the quarter and six month period ended June
30, 1999 as compared to the same periods in 1998.

NONINTEREST  INCOME - Total  noninterest  income increased by $56,000 or 5.8% to
$1,026,000  in the second  quarter of 1999 from  $970,000 for the same period in
1998.  During the second quarter of 1999, the Corporation  recognized  total net
securities  gains of  $352,000  on the  sale of  securities  available  for sale
compared to $338,000 in 1998. Net trading  account gains totaled $18,000 for the
second  quarter  compared to net trading gains of $15,000 for the same period in
1998.  Brokerage servicing fees decreased $79,000 for the second quarter of 1999
compared to 1998 due to lower sales  volume.  Other income  totaled  $270,000 in
1999  compared  to  $169,000  in 1998,  representing  an increase of $101,000 or
59.8%. This increase reflected increased fee income generated by BCIF as well as
increased insurance fees recorded by the Bank.

Total noninterest  income increased by $33,000 or 1.7% to $2,003,000 for the six
months ended June 30, 1999 from  $1,970,000 for the same period in 1998.  During
1999, the Corporation  recognized  total net securities gains of $754,000 on the
sale of  securities  available for sale compared to $812,000 in 1998, a decrease
of $58,000 or 7.1%. Net trading  account losses totaled $9,000 for the six month
period  compared  to net  trading  gains of $41,000 for the same period in 1998.
Brokerage  servicing fees  decreased  $104,000 or 46.6% for the six months ended
June 30, 1999 compared to 1998 due to lower sales volume.  Other income  totaled
$482,000  in 1999  compared to  $288,000  in 1998,  representing  an increase of
$194,000 or 67.4%.  This increase  reflected  increased fee income  generated by
BCIF as well as increased  insurance  fees and  increased  call option  premiums
recorded by the Bank.

NONINTEREST  EXPENSE  -  Operating  expenses  increased  $498,000  or  20.2%  to
$2,968,000 in the second quarter of 1999 from $2,470,000 in 1998.

Salaries and employee benefits were $236,000 or 16.3% higher in 1999 compared to
1998  reflecting  increased  staffing levels due to the start-up of BCIF and the
new  Wallingford  branch  facility  in the  second and third  quarters  of 1998,
respectively,  and,  to  a  lesser  extent,  scheduled  employee  annual  salary



                                       15
<PAGE>


increases.  Increased  group medical and retirement  benefit costs as well as an
increase in the utilization of temporary  employees  during 1999  contributed to
the higher level of employee expense.

The expenses related to furniture and equipment  totaled $243,000 for the second
quarter of 1999 compared to $119,000 for the same period in 1998, an increase of
$124,000 or 104.2%.  Higher  depreciation and maintenance charges related to the
Bank's installation of the new in-house core processing system during the second
quarter of 1998 were primarily responsible for the increase.

The increase in other noninterest  expenses of $106,000 or 31.0% reflected a net
increase in a number of miscellaneous  expense categories.  The most significant
increases  in these  categories  were  expenses  incurred  in 1999 for Year 2000
testing and increased  expenditures for telephone  service and computer supplies
related to the new in-house  core  processing  system as well as the increase in
the minority interest in the net income of BCIF.

Operating  expenses  increased  $1,051,000  or 22.0% to  $5,831,000  for the six
months ended June 30, 1999 from $4,780,000 in 1998.

Salaries and employee benefits were $581,000 or 21.5% higher in 1999 compared to
1998  reflecting  increased  staffing levels due to the start-up of BCIF and the
new  Wallingford  branch  facility  in the  second and third  quarters  of 1998,
respectively,  and,  to  a  lesser  extent,  scheduled  employee  annual  salary
increases.  Increased  group medical and retirement  benefit costs as well as an
increase in the utilization of temporary  employees  during 1999  contributed to
the higher level of employee expense.

The expenses  related to furniture and equipment  totaled $483,000 for the first
six months of 1999 compared to $242,000 for the same period in 1998, an increase
of $241,000 or 99.6%. Higher depreciation and maintenance charges related to the
Bank's installation of the new in-house core processing system during the second
quarter of 1998 were primarily responsible for the increase.

The increase in other noninterest  expenses of $188,000 or 26.1% reflected a net
increase in a number of miscellaneous  expense categories.  The most significant
increases  in these  categories  were  expenses  incurred  in 1999 for Year 2000
testing and  increased  expenditures  for  telephone  service and  customer  and
computer  supplies related to the new in-house core processing system as well as
the increase in the minority interest in the net income of BCIF.

PROVISION FOR INCOME TAXES - The provision for income taxes for the three months
ended  June  30,  1999  and  1998  was  $831,000  and  $852,000,   respectively,
representing effective tax rates of 29.8% and 32.7%, respectively.

The  provision  for income taxes for the six months ended June 30, 1999 and 1998
was $1,567,000 and $1,793,000, respectively, representing effective tax rates of
29.2% and 33.9%, respectively.

On May 19, 1998, the Connecticut  state  legislature  enacted  legislation which
permits  financial  services  companies which maintain an office in Connecticut,
and have a minimum of five employees (among other provisions),  the authority to
create a limited passive  investment  company ("PIC") for the purpose of holding
for  investment  loans  collateralized  by real  estate  free  from  Connecticut
corporation  business  tax. The  regulation  is  effective  for income tax years
beginning  January 1, 1999. During the fourth quarter of 1998, the Bank formed a
passive investment  company,  SSB Mortgage  Corporation.  Subsequently,  for tax
years beginning  January 1, 1999, the  Corporation's  state tax expense has been
eliminated  resulting in the lower  effective tax rates  mentioned above for the
quarter and six month period ended June 30, 1999 as compared to the same periods
in 1998.

LIQUIDITY  - The  liquidity  of a banking  institution  reflects  its ability to
provide  funds to meet  loan  requests,  to  accommodate  possible  outflows  in
deposits and to take advantage of interest rate market opportunities. Funding of
loan requests,  providing for liability outflows and management of interest rate
fluctuations  require  continuous  analysis in order to match the  maturities of
specific  categories of short-term  loans and investments with specific types of



                                       16
<PAGE>


deposits and borrowings.  Bank liquidity is thus normally considered in terms of
the nature and mix of a banking  institution's  sources  and uses of funds.  The
Bank's Asset Liability  Committee is responsible for  implementing  the policies
and  guidelines for the  maintenance of prudent levels of liquidity.  The Bank's
principal  sources  of funds  for  operations  are  cash  flows  generated  from
earnings,  deposits,  loan repayments,  borrowings from correspondent  banks and
securities sold under  repurchase  agreements.  Such sources are supplemented by
interest  bearing  deposits  with  banks,  Federal  funds sold and  unencumbered
securities  available for sale.  Brokered deposits were not utilized as a source
of funds during 1999 or 1998, and none were outstanding as of June 30, 1999.

The Bank is a member of the Federal Home Loan Bank of Boston (the "FHLB"), which
makes substantial  borrowings  available to its members. The Bank is eligible to
borrow  against its assets in an amount not to exceed  collateral  as defined by
the FHLB. As of June 30, 1999,  qualified collateral totaled  $135,194,000.  The
Bank's actual borrowings on that date were $41,630,000.

The  inflow and  outflow  of funds is  detailed  in the  consolidated  condensed
statements  of cash flows for the six months ended June 30, 1999 and 1998 and is
summarized below.

During the current period, cash and cash equivalents increased by $3,039,000, as
net cash provided by operating  activities and financing activities exceeded the
$16,072,000 of net cash used for investing activities.

Net  cash  used for  investing  activities,  which  primarily  reflects  the net
redeployment  of funds  into the loan  portfolio,  was  $16,072,000  for the six
months ended June 30, 1999. During the first six months of 1999, the Corporation
experienced net originations of loans totaling  $22,209,000 which were funded by
a net  decreased  investment  in  securities  in the  amount of  $6,214,000  and
increased deposits and borrowings.

The net cash provided by financing  activities of $18,064,000  for the first six
months of 1999 primarily reflected net increases in deposits of $5,762,000 and a
net increase in funds borrowed from the FHLB of $1,000,000.  The net increase in
Federal funds  purchased and  repurchase  agreements  of  $12,544,000  consisted
primarily of broker/dealer  repurchase agreements which increased $9,320,000 and
have been primarily utilized to fund the Bank's loan growth.

Closely  related to the  concept of  liquidity  is the  management  of  interest
earning assets and interest  bearing  liabilities,  which focuses on maintaining
stability in the interest rate spread,  an important  factor in earnings  growth
and stability.  Emphasis is placed on maintaining a controlled rate  sensitivity
position to avoid wide swings in interest  rate spreads and to minimize risk due
to changes in interest rates. An asset or liability is considered rate sensitive
within a  specified  period  when it matures or could be  repriced  within  such
period in accordance with its contractual terms.  Management establishes overall
policy and interest rate risk  tolerance  levels which are  administered  by the
Bank's Asset Liability Committee on a monthly basis.

CAPITAL  RESOURCES  -  The  Bank  is  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 Bank's  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Bank  must  meet  specific  capital  guidelines  that  involve  quantitative
measures of the Bank's assets, liabilities,  and certain off-balance-sheet items
as calculated under regulatory accounting practices.  The Bank's capital amounts
and  classifications  are  also  subject  to  quantitative   judgements  by  the
regulators about components, risk weightings and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain  minimum amounts and ratios (set forth in the table
below) of total  and Tier 1  capital  (as  defined),  and of Tier 1 capital  (as
defined) to average  assets (as defined).  Management  believes,  as of June 30,
1999,  that the Bank  meets all  capital  adequacy  requirements  to which it is
subject.



                                       17
<PAGE>

To be  categorized  as well  capitalized,  the Bank must maintain the ratios set
forth in the  table  below.  Management  believes  that  there  are no events or
conditions that have occurred that would change its category.  The Bank's actual
capital amounts and ratios were (dollars in thousands):

<TABLE>
<CAPTION>
                                                                          To Be Well Capitalized
                                                                          Under Prompt Corrective
                                                      Actual                 Action Provisions
                                                ------------------        -----------------------
                                                  Amount    Ratio           Amount        Ratio
                                                ---------  -------        ---------      --------
<S>                                             <C>         <C>           <C>            <C>
   As of June 30, 1999:
     Total Capital (to Risk Weighted Assets)    $ 52,400    15.91  % >/=  $ 32,932 >/=   10.0 %
     Tier I Capital (to Risk Weighted Assets)     48,281    14.66    >/=    19,759 >/=    6.0
     Tier I Capital (to Average Assets)           48,281     8.99    >/=    26,844 >/=    5.0

</TABLE>


On April 21, 1999,  the Board of Directors  of the  Corporation  declared a cash
dividend of $.15 per common share which was paid on May 17, 1999 to shareholders
of record on May 3, 1999. Subsequent to June 30, 1999, the Board of Directors of
the  Corporation  declared a cash  dividend of $.15 per common share  payable on
August 16, 1999 to shareholders of record on August 2, 1999.

On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of the Corporation's  currently outstanding shares of common stock.
Purchases  are made from time to time in the open  market  and  through  private
transactions  and will  continue  over the next  year.  The timing and amount of
these  transactions,  funded through available corporate funds, will depend upon
market  conditions and corporate  requirements.  Shares  repurchased are held in
treasury  for  general  corporate  purposes  including  reissue to  satisfy  the
exercise of outstanding  stock options.  Through August 5, 1999, the Corporation
repurchased 70,338 shares at an average price of $16.78.


Year 2000
---------

PROJECT PLAN
Management  recognizes the major impact the Year 2000 computer chip problem will
have on all corporations doing business. The following plan has been implemented
to identify  critical  systems that must be modified to avoid any  disruption of
daily business. Several of the phases are ongoing concurrently.

AWARENESS  PHASE:  Management  created a Year 2000  project  team to  develop an
overall  strategy,  provide  education to employees  and to establish  corporate
accountability. The awareness phase was completed February 28, 1998.

RISK ASSESSMENT  PHASE:  Beginning in March 1998, an assessment of all hardware,
software,  networks and other  processing  platforms  was  performed.  Year 2000
problems have been identified and mission critical applications prioritized.  In
July 1998,  the Bank completed the  conversion to a new core  processing  system
utilizing Jack Henry & Associates software and IBM AS400 hardware, both of which
have been  certified  Year 2000  compliant.  This new data  processing  solution
addresses many of the Bank's mission critical applications.  The risk assessment
phase includes the  development of  contingency  plans for all mission  critical
applications.  The  development of contingency  plans lagged behind the original
target date because of the need to reevaluate  the risk  assessments as a result
of the  bankwide  effort  to  convert  to the new  processing  system.  The risk
assessment phase was completed by December 31, 1998 and the contingency plan was
completed by June 30, 1999.

RENOVATION  PHASE:  Management  established  a December 31, 1998 target date for
replacement or modification of the Bank's mission critical internal applications
to allow for a full year of testing.  This phase was essentially completed ahead
of time with the replacement of the core data processing system.

VALIDATION  PHASE:  This phase  provides for the testing of hardware,  software,
interfaces  and  integration  with other systems.  It also includes  testing and
certifying third parties for Year 2000 readiness. The Bank's new core processing



                                       18
<PAGE>


system has been certified Year 2000 compliant by its manufacturer.  However, the
Bank  performed  its own  independent  tests rather than utilize  proxy  testing
results  from the vendor.  In  addition,  the Bank  retained  the services of an
independent  party to review  overall  plan  effectiveness  and the  results  of
testing.  The validation phase on all critical systems was completed by June 30,
1999.

IMPLEMENTATION  PHASE: As applications  become certified they will be considered
to be placed  into  service.  Management  will  assess  the impact of any system
failing  the  certification  tests  and  will  implement  the  contingency  plan
developed  for that  application.  The  Bank's  primary  internal  technological
systems include core processing system,  teller equipment and local area network
have already been placed into service.  Implementation  of all critical  systems
was completed by June 30, 1999.

COSTS
In 1997, the Bank completed an extensive analysis of its data processing systems
and decided to bring its core processing system in-house rather than continue in
a service bureau relationship  environment.  The decision to move to an in-house
solution was primarily based on the improved operating  effectiveness,  enhanced
new product development and expanded  management  reporting the new system could
provide.  However,  the additional benefit of the decision was the purchase of a
mainframe  computer,  banking software and peripheral  devices that have already
been  certified Year 2000  compliant.  The cost of the new software and hardware
(which includes all new teller equipment)  acquired for the July 1998 conversion
totaled $1,991,000.  The cost has been capitalized and is being depreciated over
the useful lives of the assets, approximately $437,000 per year.

The Corporation does not separately track the internal costs associated with its
Year 2000  readiness  project,  and such costs are  primarily  the portion of an
employee's time spent on Year 2000 related issues.

Due to the recent  conversion,  the Bank does not expect to incur any additional
significant  Year  2000  costs for  further  equipment  replacement.  Management
expects to incur Year 2000  readiness  costs  primarily  from labor costs in the
testing and validation of systems,  professional  consulting costs and marketing
costs to keep customers informed of Year 2000 progress.  Management has budgeted
$100,000 for those costs and does not expect to exceed this amount.

RISKS AND CONTINGENCIES
Based upon a  self-assessment  of its current  Year 2000  readiness,  management
believes the greatest Year 2000  uncertainties  and exposures are not within its
own technological  systems but within its third-party  vendor  relationships and
its commercial borrowers.

As of year-end 1998, the Bank has devoted the majority of its efforts to convert
to the new core processing  system.  By June 30, 1999, when the validation phase
of the Year 2000 was completed,  significant  third-party  vendor exposures were
identified and contingency plans developed to reduce those exposures.

The Bank has  completed  mailings  to its  larger  commercial  borrowers.  These
mailings included Year 2000 thought provoking information and a questionnaire to
be completed by the borrower so that the Bank could analyze individual responses
to critical issues. In addition,  the Bank has completed the process of randomly
selecting and contacting an appropriate number of borrowers with smaller overall
relationships.  This has  addressed  a mixture  of various  sized  relationships
within the entire  commercial  portfolio.  Risk data as to what the  borrower is
doing to  ensure  Year 2000  compliance  has been  collected  and  includes  the
following   assessments:    technological   capabilities,    external   vendors,
communications equipment, disaster recovery plans and other operating systems.

The Bank is also  subject to the safety and  soundness  standards  for Year 2000
readiness established by the Federal Deposit Insurance Corporation and the State
of Connecticut  Banking Department and has completed the Phase 2 examinations by
these agencies to date.  Management  believes it will be able to comply with all
standards set forth by the regulatory agencies.



                                       19
<PAGE>


Average Balance Sheets, Net Interest Income and Interest Rates(a)
-----------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30,
                                               -------------------------------------------------------------------
                                                             1999                                1998
------------------------------------------------------------------------------------------------------------------
                                                Average                 Yield/      Average                 Yield/
(dollars in thousands)                          Balance    Interest    Rate(c)      Balance    Interest    Rate(c)
------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>       <C>          <C>          <C>
ASSETS

Interest-earning assets:
  Loans(b)                                     $298,514     $ 5,970      8.00%     $260,555     $ 5,614      8.62%
  Taxable investment securities
    (at cost)(c)                                209,128       3,429      6.56%      196,387       3,221      6.56%
  Municipal bonds(c)                              3,495          60      6.87%        3,339          59      7.07%
  Federal funds sold                              8,433          98      4.65%        2,872          39      5.43%
  Other interest-earning assets                   3,053          47      6.16%        3,049          41      5.38%
                                               --------     -------                --------     -------
Total interest-earning assets                   522,623       9,604      7.35%      466,202       8,974      7.71%
                                               --------     -------                --------     -------
Noninterest-earning assets                       14,795                              14,355
                                               --------                            --------
TOTAL ASSETS                                   $537,418                            $480,557
                                               ========                            ========

LIABILITIES AND EQUITY

Interest-bearing liabilities:
  NOW and savings deposits                     $154,070     $   976      2.53%     $134,348     $   873      2.60%
  Time deposits                                 157,416       1,888      4.80%      163,510       2,180      5.33%
  FHLB of Boston advances                        41,632         531      5.10%       23,929         338      5.65%
  Federal funds purchased and securities
    sold under agreements to repurchase          97,207       1,261      5.19%       79,267       1,084      5.47%
                                               --------     -------                --------     -------
Total interest-bearing liabilities              450,325       4,656      4.14%      401,054       4,475      4.46%
                                               --------     -------                --------     -------
Noninterest-bearing liabilities:
  Demand deposits                                33,682                              29,847
  Other                                           3,395                               1,511
Shareholders' equity                             50,016                              48,145
                                               --------                            --------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                         $537,418                            $480,557
                                               ========                            ========
Net interest income on a tax
  equivalent basis(c)                                         4,948                               4,499
Tax equivalent adjustment                                      (183)                               (328)
                                                            -------                             -------
Net interest income                                         $ 4,765                             $ 4,171
                                                            =======                             =======
Net interest spread (tax equivalent basis)                               3.21%                               3.24%
                                                                         ====                                ====
Net interest margin (tax equivalent basis)                               3.79%                               3.87%
                                                                         ====                                ====
</TABLE>


(a)  Computed on an annualized basis.
(b)  Average balances for loans include nonaccrual and renegotiated balances.
(c)  Yields/Rates  are computed on a tax equivalent basis using a Federal income
     tax rate of 34% for 1999  and 1998 and a state  income  tax rate of 9.5% in
     1998.


                                       20
<PAGE>


AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND INTEREST RATES(A)

<TABLE>
<CAPTION>
                                                                      Six Months Ended June 30,
                                                ---------------------------------------------------------------------
                                                              1999                                 1998
---------------------------------------------------------------------------------------------------------------------
                                                Average                   Yield/     Average                   Yield/
(dollars in thousands)                          Balance     Interest     Rate(c)     Balance     Interest     Rate(c)
---------------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>           <C>       <C>          <C>           <C>
ASSETS

Interest-earning assets:
  Loans(b)                                     $293,435     $ 11,758      8.01%     $260,366     $ 11,228      8.62%
  Taxable investment securities
    (at cost)(c)                                211,087        6,813      6.46%      188,094        6,317      6.72%
  Municipal bonds(c)                              3,519          122      6.93%        3,340          118      7.07%
  Federal funds sold                              4,656          108      4.64%        5,957          160      5.37%
  Other interest-earning assets                   3,164           94      5.94%        2,773           75      5.41%
                                               --------     --------                --------     --------
Total interest-earning assets                   515,861       18,895      7.33%      460,530       17,898      7.78%
                                               --------     --------                --------     --------
Noninterest-earning assets                       15,544                               14,394
                                               --------                             --------
TOTAL ASSETS                                   $531,405                             $474,924
                                               ========                             ========

LIABILITIES AND EQUITY

Interest-bearing liabilities:
  NOW and savings deposits                     $150,970     $  1,894      2.51%     $132,721     $  1,813      2.73%
  Time deposits                                 158,490        3,868      4.88%      165,803        4,419      5.33%
  FHLB of Boston advances                        42,113        1,071      5.09%       23,500          694      5.91%
  Federal funds purchased and securities
    sold under agreements to repurchase          92,882        2,409      5.19%       74,827        2,036      5.44%
                                               --------     --------                --------     --------
Total interest-bearing liabilities              444,455        9,242      4.16%      396,851        8,962      4.52%
                                               --------     --------                --------     --------
Noninterest-bearing liabilities:
  Demand deposits                                33,696                               29,110
  Other                                           3,261                                1,214
Shareholders' equity                             49,993                               47,749
                                               --------                             --------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                         $531,405                             $474,924
                                               ========                             ========
Net interest income on a tax
  equivalent basis(c)                                          9,653                                8,936
Tax equivalent adjustment                                       (401)                                (669)
                                                            --------                             --------
Net interest income                                         $  9,252                             $  8,267
                                                            ========                             ========
Net interest spread (tax equivalent basis)                                3.17%                                3.26%
                                                                          ====                                 ====
Net interest margin (tax equivalent basis)                                3.74%                                3.89%
                                                                          ====                                 ====
</TABLE>


(a)  Computed on an annualized basis.
(b)  Average balances for loans include nonaccrual and renegotiated balances.
(c)  Yields/Rates  are computed on a tax equivalent basis using a Federal income
     tax rate of 34% for 1999  and 1998 and a state  income  tax rate of 9.5% in
     1998.



                                       21
<PAGE>


RATE/VOLUME ANALYSIS

<TABLE>
<CAPTION>
                                              Three Months Ended June 30, 1999     Six Months Ended June 30, 1999
                                                      Compared to 1998                     Compared to 1998
                                             -----------------------------------  --------------------------------
                                             Increase (Decrease)                   Increase (Decrease)
                                                    Due to                                Due to
                                             -------------------                  ---------------------
(in thousands)                                Volume       Rate       Net(1)       Volume        Rate       Net(1)
--------------------------------------------------------------------------------  --------------------------------
<S>                                          <C>          <C>        <C>          <C>          <C>          <C>
Interest earned on:
  Loans                                      $   779      $(423)     $   356      $ 1,361      $  (831)     $ 530
  Taxable investment securities                  209         (1)         208          749         (253)       496
  Municipal bonds                                  3         (2)           1            6           (2)         4
  Federal funds sold                              65         (6)          59          (32)         (20)       (52)
  Other interest-earning assets                   --          6            6           11            8         19
                                             -------      -----      -------      -------      -------      -----
                                               1,056       (426)         630        2,095       (1,098)       997
                                             -------      -----      -------      -------      -------      -----
Interest paid on:
  NOW and savings deposits                       125        (22)         103          237         (156)        81
  Time deposits                                  (79)      (213)        (292)        (189)        (362)      (551)
  FHLB of Boston advances                        229        (36)         193          485         (108)       377
  Federal funds purchased and securities
    sold under agreements to repurchase          235        (58)         177          472          (99)       373
                                             -------      -----      -------      -------      -------      -----
                                                 510       (329)         181        1,005         (725)       280
                                             -------      -----      -------      -------      -------      -----
Change in net interest income                $   546      $ (97)     $   449      $ 1,090      $  (373)     $ 717
                                             =======      =====      =======      =======      =======      =====
</TABLE>



(1) The change in interest income due to both tax equivalent rate and volume has
been  allocated to volume and tax  equivalent  rate changes in proportion to the
relationship of the absolute dollar amounts of the change in each.



                                       22
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Bank  manages  interest  rate  risk  through  an Asset  Liability  Committee
comprised of senior management. The committee monitors exposure to interest rate
risk on a quarterly  basis using both a traditional  gap analysis and simulation
analysis.  Traditional gap analysis identifies short and long-term interest rate
positions or exposure.  Simulation  analysis  measures the amount of  short-term
earnings  at risk  under both  rising and  falling  rate  scenarios.  The Bank's
interest rate risk has not significantly changed from the prior year.



                                       23
<PAGE>


PART II.


ITEM 1.  LEGAL PROCEEDINGS

         Not applicable


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable


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

         a.   Wednesday May 19, 1999

         b.   Directors elected at this meeting:
                  Michael J. Karabin
                  David P. Kelly
                  Ralph G. Mann
                  Anthony S. Pizzitola

         c.   Directors  whose term of office as director  continued  after this
              meeting:
                  Andrew J. Meade
                  Frank R. Miller
                  Robert D. Morton
                  Dennis J. Stanek
                  Norbert H. Beauchemin
                  Walter J. Hushak
                  Frederick E. Kuhr
                  Joseph J. Laporte

         c.1. The election of four directors for a three year term who, with the
              eight  directors  whose  term  of  office  do not  expire  at this
              meeting, will constitute the full Board of Directors.

                                                   For             Withheld
                                                ---------          --------
                  Michael J. Karabin            3,898,776           91,218
                  David P. Kelly                3,895,784           94,210
                  Ralph G. Mann                 3,907,122           82,872
                  Anthony S. Pizzitola          3,904,530           85,464


                                       24
<PAGE>


         c.2. The ratification of the appointment of PricewaterhouseCoopers  LLP
              as independent accountants for the fiscal year ending December 31,
              1999.

                                      For         Against        Abstain
                                   ---------      -------        -------
                  Total votes      3,963,118       6,936         19,938


ITEM 5.  OTHER INFORMATION

         Not applicable


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits required by Item 601 of Regulation S-K

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

                3.1             Certificate of Incorporation of Registrant
                                (Incorporated by reference to Exhibit 3.1 to the
                                Registrants Registration Statement on Form S-4
                                (Registration No. 33-77696) the "Registration
                                Statement"))

                3.2             Bylaws of Registrant (Incorporated by reference
                                to Exhibit 3.2 to the Registration Statement)

                3.3             Certificate of Amendment of Certificate of
                                Incorporation dated May 20, 1996 (Incorporated
                                by reference to Exhibit 3.3 to the Quarterly
                                Report on Form 10-Q for the quarterly period
                                ended June 30, 1996)

                4               Instruments defining the rights of security
                                holders (Included in Exhibits 3.1 and 3.2)

                10.1            Employment Agreement dated as of January 1,
                                1997, by and between the Bank and Robert D.
                                Morton (Incorporated by reference to Exhibit
                                10.1 to the Registrant's Annual Report on Form
                                10-K for the fiscal year ended December 31,
                                1996)

                10.2            Southington Savings Bank 1986 Stock Option Plan
                                (Incorporated by reference to Exhibit 10.2 to
                                the Registration Statement)

                10.3            Southington Savings Bank 1993 Stock Option Plan
                                (Incorporated by reference to Exhibit 10.3 to
                                the Registration Statement)

                10.4            Pension Plan of Southington Savings Bank, as
                                amended (Incorporated by reference to Exhibit
                                10.4 to the Registration Statement)



                                       25
<PAGE>


                10.5            Southington Savings Bank Supplemental Retirement
                                Plan (Incorporated by reference to Exhibit 10.5
                                to the Registrant's Quarterly Report on Form
                                10-Q for the quarterly period ended September
                                30, 1996)

                10.6            Bancorp Connecticut, Inc. 1997 Stock Option Plan
                                (Incorporated by reference to Exhibit 10.6 to
                                the Registrant's Quarterly Report on Form 10-Q
                                for the quarterly period ended June 30, 1997)

                10.7            Southington Savings Bank Supplemental Executive
                                Retirement Plan (effective December 21, 1998)
                                (Incorporated by reference to Exhibit 10.7 to
                                the Registrant's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1998)

                27              Financial Data Schedule


         (b)  Reports on Form 8-K

The  registrant did not file any Report on Form 8-K during the second quarter of
1999.




                                       26
<PAGE>



                                   SIGNATURES


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




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






Date:   August 13, 1999                /s/ Robert D. Morton
     --------------------              -----------------------------------
                                           Robert D. Morton
                                           President and Chief
                                             Executive Officer
                                           (Principal Executive Officer)
                                           (Principal Accounting Officer)







                                       27
<PAGE>






                                  EXHIBIT INDEX


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

         3.1             Certificate of Incorporation of Registrant
                         (Incorporated by reference to Exhibit 3.1 to the
                         Registrants Registration Statement on Form S-4
                         (Registration No. 33-77696) the "Registration
                         Statement"))

         3.2             Bylaws of Registrant (Incorporated by reference to
                         Exhibit 3.2 to the Registration Statement)

         3.3             Certificate of Amendment of Certificate of
                         Incorporation dated May 20, 1996 (Incorporated by
                         reference to Exhibit 3.3 to the Quarterly Report on
                         Form 10-Q for the quarterly period ended June 30, 1996)

         4               Instruments defining the rights of security holders
                         (Included in Exhibits 3.1 and 3.2)

         10.1            Employment Agreement dated as of January 1, 1997, by
                         and between the Bank and Robert D. Morton (Incorporated
                         by reference to Exhibit 10.1 to the Registrant's Annual
                         Report on Form 10-K for the fiscal year ended December
                         31, 1996)

         10.2            Southington Savings Bank 1986 Stock Option Plan
                         (Incorporated by reference to Exhibit 10.2 to the
                         Registration Statement)

         10.3            Southington Savings Bank 1993 Stock Option Plan
                         (Incorporated by reference to Exhibit 10.3 to the
                         Registration Statement)

         10.4            Pension Plan of Southington Savings Bank, as amended
                         (Incorporated by reference to Exhibit 10.4 to the
                         Registration Statement)

         10.5            Southington Savings Bank Supplemental Retirement Plan
                         (incorporated by reference to Exhibit 10.5 to the
                         Registrant's Quarterly Report on Form 10-Q for the
                         quarterly period ended September 30, 1996)

         10.6            Bancorp Connecticut, Inc. 1997 Stock Option Plan
                         (Incorporated by reference to Exhibit 10.6 to the
                         Registrant's Quarterly Report on Form 10-Q for the
                         quarterly period ended June 30, 1997)

         10.7            Southington Savings Bank Supplemental Executive
                         Retirement Plan (effective December 21, 1998)
                         (Incorporated by reference to Exhibit 10.7 to the
                         Registrant's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 1998)

         27              Financial Data Schedule