---



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

__________________

FORM 10-Q

(Mark One)



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



For the quarterly period ended March 31, 2001



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 Incorporation  or Organization) |  | (I.R.S. Employer Identification No.)



|121 Main Street, Southington, Connecticut | 06489     
|----------------------------------------- | ----------
|                                          |           
|(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 -- 5,147,839 shares as of May 10, 2001



---



BANCORP CONNECTICUT, INC.



FORM 10-Q



INDEX

|PART
I.    |                                                                                                                                                       | Page
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                                       |     
|Item 1.    | Financial Statements                                                                                                                                  |     
|           |                                                                                                                                                       |     
|           | Consolidated Condensed Statements of Condition as of 
        March 31, 2001 (unaudited) and December 31, 2000                                        | 3   
|           |                                                                                                                                                       |     
|           | Consolidated Condensed Statements of Income for the 
        Three Months Ended March 31, 2001 and 2000 (unaudited)                                   | 4   
|           |                                                                                                                                                       |     
|           | Consolidated Condensed Statements of Changes in Shareholders' 
        Equity for the Three Months Ended 
        March 31, 2001 and 2000 (unaudited) | 5   
|           |                                                                                                                                                       |     
|           | Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 (unaudited)                                        | 6   
|           |                                                                                                                                                       |     
|           | Notes to Consolidated Condensed Financial Statements
      (unaudited)                                                                                | 7   
|           |                                                                                                                                                       |     
|Item 2.    | Management's Discussion and Analysis of Financial 
        Condition and Results of Operations                                                        | 13  
|           |                                                                                                                                                       |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market
      Risk                                                                                      | 21  
|           |                                                                                                                                                       |     
|PART II.   |                                                                                                                                                       |     
|           |                                                                                                                                                       |     
|Item 1.    | Legal Proceedings                                                                                                                                     | 22  
|           |                                                                                                                                                       |     
|Item 2.    | Changes in Securities and Use of
      Proceeds                                                                                                       | 22  
|           |                                                                                                                                                       |     
|Item 3.    | Defaults Upon Senior
      Securities                                                                                                                 | 22  
|           |                                                                                                                                                       |     
|Item 4.    | Submission of Matters to a Vote of Security
      Holders                                                                                             | 22  
|           |                                                                                                                                                       |     
|Item 5.    | Other Information                                                                                                                                     | 22  
|           |                                                                                                                                                       |     
|Item 6.    | Exhibits and Reports on Form
      8-K                                                                                                                | 22  
|           |                                                                                                                                                       |     
|Signatures | 24                                                                                                                                                   





---

PART I.

ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.



|                                                                                                                                                                   |  | March
      31,      |  | December
      31,  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------- |  | --------------------
|(dollars
      in thousands, except per share data)                                                                                                                |  | 2001                 |  | 2000                
|                                                                                                                                                                   |  |                      |  |                     
|                                                                                                                                                                   |  | (unaudited)          |  | (Note
      1)      
|                                                                                                                                                                   |  |                      |  |                     
|Assets                                                                                                                                                             |  |                      |  |                     
|Cash and
      due from banks                                                                                                                                      |  | $      
 11,637      |  | $      
14,165      
|Federal
      funds sold                                                                                                                                           |  | 2,500                |  | 9,025               
|                                                                                                                                                                   |  |                      |  |                     
|Cash
    and cash equivalents                                                                                                                                      |  | 14,137               |  | 23,190              
|                                                                                                                                                                   |  |                      |  |                     
|Securities
      available-for-sale (at market value)                                                                                                              |  | 265,950              |  | 270,357             
|Federal
      Home Loan Bank stock                                                                                                                                 |  | 7,117                |  | 6,817               
|Loans                                                                                                                                                              |  | 315,916              |  | 324,535             
|Less:                                                                                                                                                              |  |                      |  |                     
|Deferred
      loan fees                                                                                                                                           |  | (625)                |  | (661)               
|Allowance
      for loan losses                                                                                                                                    |  | (6,071)              |  | (6,019)             
|                                                                                                                                                                   |  |                      |  |                     
|Net
    loans                                                                                                                                                      |  | 309,220              |  | 317,855             
|                                                                                                                                                                   |  |                      |  |                     
|Accrued
      income receivable                                                                                                                                    |  | 4,144                |  | 4,207               
|Deferred
      income taxes                                                                                                                                        |  | 4,143                |  | 5,470               
|Premises
      and equipment, net                                                                                                                                  |  | 3,810                |  | 3,827               
|Foreclosed
      real estate and repossessed property, net                                                                                                         |  | 83                   |  | 89                  
|Other
      assets                                                                                                                                                 |  | 15,978               |  | 2,209               
|                                                                                                                                                                   |  |                      |  |                     
|Total
    assets                                                                                                                                                   |  | $     624,582 
; |  | $     634,021 
;
|                                                                                                                                                                   |  |                      |  |                     
|                                                                                                                                                                   |  |                      |  |                     
|Liabilities
      and Shareholders' Equity                                                                                                                         |  |                      |  |                     
|Liabilities:                                                                                                                                                       |  |                      |  |                     
|Deposits                                                                                                                                                           |  | $     383,419 
; |  | $     383,698 
;
|Funds borrowed                                                                                                                                                     |  | 177,116              |  | 180,550             
|Other
    liabilities                                                                                                                                              |  | 8,282                |  | 17,457              
|                                                                                                                                                                   |  |                      |  |                     
|Total
    liabilities                                                                                                                                              |  | 568,817              |  | 581,705             
|                                                                                                                                                                   |  |                      |  |                     
|                                                                                                                                                                   |  |                      |  |                     
|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
    5,902,580 shares in 2001 and 
              5,896,292
    shares in 2000 |  | 5,903                |  | 5,896               
|Additional
    paid-in capital                                                                                                                                     |  | 18,909               |  | 18,872              
|Retained
    earnings                                                                                                                                              |  | 43,099               |  | 41,699              
|Accumulated
    other comprehensive loss                                                                                                                           |  | (2,678)              |  | (5,278)             
|Treasury
      stock, at cost: 756,836
      shares in 2001 and 
                720,836 shares in 2000                                                            |  | (9,468)              |  | (8,873)             
|                                                                                                                                                                   |  |                      |  |                     
|Total
    shareholders' equity                                                                                                                                     |  | 55,765               |  | 52,316              
|                                                                                                                                                                   |  |                      |  |                     
|Total
    liabilities and shareholders' equity                                                                                                                     |  | $     624,582 
; |  | $     634,021 
;
|                                                                                                                                                                   |  |                      |  |                     

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



---



CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

|                                                        |  | Three
      Months Ended
      March 31,
|------------------------------------------------------- |  | ----------------------------------------
|                                                        |  |                                         
|(dollars in
      thousands, except per share data)     |  | 2001                                    
|                                                        |  |                                         
|                                                        |  | (unaudited)                             
|Interest income:                                        |  |                                         
|Interest
    on loans, including fees                   |  | $      6,573 
;                     
|                                                        |  |                                         
|Interest
      and dividends on investment securities:  |  |                                         
|Interest
    income                                     |  | 4,252                                   
|Dividend
    income                                     |  | 483                                     
|Interest
    on trading account                         |  | -                                       
|                                                        |  |                                         
|                                                        |  | 4,735                                   
|                                                        |  |                                         
|Interest
    on federal funds sold                      |  | 106                                     
|Other
    interest and dividends                        |  | 126                                     
|                                                        |  |                                         
|Total
    interest income                               |  | 11,540                                  
|                                                        |  |                                         
|Interest expense:                                       |  |                                         
|Savings
    deposits                                    |  | 560                                     
|Time
    deposits                                       |  | 2,595                                   
|NOW
    accounts                                        |  | 384                                     
|                                                        |  |                                         
|                                                        |  | 3,539                                   
|Interest
    on borrowed money                          |  | 2,817                                   
|                                                        |  |                                         
|Total
    interest expense                              |  | 6,356                                   
|                                                        |  |                                         
|Net
    interest income                                 |  | 5,184                                   
|Provision for loan
      losses                         |  | 110                                     
|                                                        |  |                                         
|Net
    interest income after provision for loan losses |  | 5,074                                   
|                                                        |  |                                         
|Noninterest
      income:                               |  |                                         
|Net
    securities gains                                |  | 277                                     
|Net
    trading account gains (losses)                  |  | 63                                      
|Service
    charges on deposit accounts                 |  | 237                                     
|Call
    options premiums                               |  | 289                                     
|Gains
    on sales of loans, originated for sale        |  | 145                                     
|Brokerage
    servicing fees                            |  | 172                                     
|Other                                                   |  | 138                                     
|                                                        |  |                                         
|Total
    noninterest income                            |  | 1,321                                   
|                                                        |  |                                         
|Noninterest
      expense:                              |  |                                         
|Salaries
    and employee benefits                      |  | 1,740                                   
|Furniture
    and equipment                             |  | 269                                     
|Net
    occupancy                                       |  | 156                                     
|Data
    processing                                     |  | 157                                     
|Advertising                                             |  | 118                                     
|Other                                                   |  | 633                                     
|                                                        |  |                                         
|Total
    noninterest expense                           |  | 3,073                                   
|                                                        |  |                                         
|Income
    before income taxes                          |  | 3,322                                   
|Provision for income
      taxes                        |  | 991                                     
|                                                        |  |                                         
|Net
    income                                          |  | $      
2,331                           
|                                                        |  |                                         
|                                                        |  |                                         
|Average common
      shares outstanding:                |  |                                         
|Basic                                                   |  | 5,171,341                               
|Diluted                                                 |  | 5,435,848                               
|Net income per
      common share:                      |  |                                         
|Basic                                                   |  | $     
   0.45                          
|Diluted                                                 |  | $     
   0.43                          
|                                                        |  |                                         
|Cash dividend per
      share                           |  | $    
  0.180                           

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



---



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

|(dollars in
      thousands, except per share data)                                    |  | Common
      Stock |  | Additional
      Paid-In
      Capital |  | Retained
      Earnings |  | Accumulated
      Other
      Comprehensive
      Loss
      Unrealized
      Losses |  | Treasury
      Stock |  | Total
      Shareholders'
      Equity
|-------------------------------------------------------------------------------------- |  | ------------------ |  | -------------------------------------- |  | ----------------------- |  | ------------------------------------------------------------------------------------ |  | -------------------- |  | --------------------------------------
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Balance, December
      31, 1999                                                       |  | $     5,831        |  | $    18,507                            |  | $   36,293              |  | $     
      (11,611)                                                                |  | $  
      (7,488)    |  | $     41,532                          
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Net
      income                                                                       |  | -                  |  | -                                      |  | 2,028                   |  | -                                                                                    |  | -                    |  | 2,028                                 
|Decrease
      in net unrealized loss on securities
                available-for-sale |  | -                  |  | -                                      |  | -                       |  | 110                                                                                  |  | -                    |  | 110                                   
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Total
      comprehensive income                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  | 2,138                                 
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Stock
      options exercised (46,843 shares)                                          |  | 47                 |  | 211                                    |  | -                       |  | -                                                                                    |  | -                    |  | 258                                   
|Cash
      dividends declared ($0.155 per share)                                       |  | -                  |  | -                                      |  | (812)                   |  | -                                                                                    |  | -                    |  | (812)                                 
|Treasury
      stock purchased (30,000 shares)                                         |  | -                  |  | -                                      |  | -                       |  | -                                                                                    |  | (441)                |  | (441)                                 
|Tax
      benefits related to common stock options
                exercised           |  | -                  |  | 90                                     |  | -                       |  | -                                                                                    |  | -                    |  | 90                                    
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Balance, March
      31, 2000                                                          |  | $     5,878        |  | $    18,808                            |  | $   37,509              |  | $     
      (11,501)                                                                |  | $  
      (7,929)    |  | $     42,765                          
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Balance, December
      31, 2000                                                       |  | $     5,896        |  | $    18,872                            |  | $   41,699              |  | $       
      (5,278)                                                               |  | $  
      (8,873)    |  | $     52,316                          
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Net
      income                                                                       |  | -                  |  | -                                      |  | 2,331                   |  | -                                                                                    |  | -                    |  | 2,331                                 
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Decrease
      in net unrealized loss on
                securitiesavailable-for-sale  |  | -                  |  | -                                      |  | -                       |  | 2,600                                                                                |  | -                    |  | 2,600                                 
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Total
      comprehensive income                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  | 4,931                                 
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Stock
      options exercised (6,288 shares)                                           |  | 7                  |  | 37                                     |  | -                       |  | -                                                                                    |  | -                    |  | 44                                    
|Cash
      dividends declared ($0.18 per share)                                        |  | -                  |  | -                                      |  | (931)                   |  | -                                                                                    |  | -                    |  | (931)                                 
|Treasury
      stock purchased (36,000 shares)                                         |  | -                  |  | -                                      |  | -                       |  | -                                                                                    |  | (595)                |  | (595)                                 
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       
|Balance, March
      31, 2001                                                          |  | $     5,903        |  | $    18,909                            |  | $   43,099              |  | $       (2,678)                                                                      |  | $  
      (9,468)    |  | $     55,765                          
|                                                                                       |  |                    |  |                                        |  |                         |  |                                                                                      |  |                      |  |                                       



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



---



CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.

|                                                                                                              |  | Three
      Months Ended
|------------------------------------------------------------------------------------------------------------- |  | ------------------------
|                                                                                                              |  | March
      31,         
|                                                                                                              |  |                         
|(in thousands)                                                                                                |  | 2001                    
|                                                                                                              |  |                         
|                                                                                                              |  | (unaudited)             
|Cash flows from
      operating activities:                                                                   |  |                         
|Net
      income                                                                                              |  | $     2,331             
|                                                                                                              |  |                         
|Adjustments
      to reconcile net income to net cash provided
                by operating
      activities: |  |                         
|Amortization
      of bond premiums (accretion of discounts), net                                             |  | (669)                   
|Deferred
      income tax benefit                                                                             |  | (12)                    
|Provision
      for loan losses                                                                               |  | 110                     
|Gain
      on sale of foreclosed real estate and repossessed property                                         |  | (6)                     
|Gains
      on sales of loans, originated for sale                                                            |  | (145)                   
|Proceeds
      from sales of loans, originated for sale                                                       |  | 8,936                   
|Loans
      originated for sale                                                                               |  | (9,730)                 
|Amortization
      of deferred loan points                                                                    |  | (28)                    
|Net
      securities gains                                                                                    |  | (277)                   
|Net
      trading account (gains) losses                                                                      |  | (63)                    
|Depreciation
      and amortization                                                                           |  | 194                     
|Decrease
      in trading account                                                                             |  | 63                      
|Decrease
      (increase) in accrued income receivable                                                        |  | 63                      
|Decrease
      in other assets                                                                                |  | 2                       
|Increase
      in other liabilities                                                                           |  | 842                     
|                                                                                                              |  |                         
|Total
      adjustments                                                                                       |  | (720)                   
|                                                                                                              |  |                         
|Net
      cash provided by operating activities                                                               |  | 1,611                   
|                                                                                                              |  |                         
|                                                                                                              |  |                         
|Cash flows from
      investing activities:                                                                   |  |                         
|Purchases
      of securities available-for-sale                                                              |  | (88,307)                
|Proceeds
      from sales of securities available-for-sale                                                    |  | 66,588                  
|Paydowns
      on mortgage-backed securities                                                                  |  | 7,236                   
|Purchases
      of Federal Home Loan Bank stock                                                               |  | (300)                   
|Repayments
      (originations) of loans, net                                                                 |  | 9,448                   
|Purchases
      of premises and equipment, net                                                                |  | (175)                   
|Proceeds
      from sales of foreclosed real estate and repossessed property, net                             |  | 41                      
|                                                                                                              |  |                         
|Net
      cash used for investing activities                                                                  |  | (5,469)                 
|                                                                                                              |  |                         
|                                                                                                              |  |                         
|Cash flows from
      financing activities:                                                                   |  |                         
|Net
      increase in time deposits                                                                           |  | 1,361                   
|Net
      decrease in other deposits                                                                          |  | (1,640)                 
|Net
      increase (decrease) in Federal funds purchased and 
                repurchase
      agreements     |  | 18,766                  
|Proceeds
      from other borrowings                                                                          |  | 19,800                  
|Repayment
      of other borrowings                                                                           |  | (42,000)                
|Proceeds
      from exercise of stock options                                                                 |  | 44                      
|Repurchase
      of common stock                                                                              |  | (595)                   
|Cash
      dividends paid                                                                                     |  | (931)                   
|                                                                                                              |  |                         
|Net
      cash (used for) provided by financing activities                                                    |  | (5,195)                 
|                                                                                                              |  |                         
|                                                                                                              |  |                         
|Net
      decrease in cash and cash equivalents                                                               |  | (9,053)                 
|Cash and cash
      equivalents at beginning of period                                                        |  | 23,190                  
|                                                                                                              |  |                         
|                                                                                                              |  |                         
|Cash and cash
      equivalents at end of period                                                              |  | $   14,137              
|                                                                                                              |  |                         
|                                                                                                              |  |                         
|Noncash Investing
      and Financing Activities:                                                             |  |                         
|Decrease
      in net unrealized loss on securities available-for-sale                                        |  | $     2,600             
|Transfer
      of loans to foreclosed real estate/repossessed property                                        |  | 29                      



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



---



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 "Company") 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, one branch in Cheshire, Connecticut, and one branch in Kensington, Connecticut.  The Cheshire and Kensington branches were just recently
opened in April 2001.  The Bank has three subsidiaries, BCI Financial Corporation ("BCIF"), SSB Mortgage Corporation ("SSBM") and SSB Insurance Services, Inc. ("SSBI").  BCIF is an indirect auto finance subsidiary located in Southington, Connecticut.
SSBM is a passive investment company formed to take advantage of changes in Connecticut state tax statutes.  SSBI, which commenced operations during the second quarter of 2000, earns commissions on consumer and business insurance coverage referrals
through a joint marketing agreement with an insurance agency.  The Bank's primary source of revenue is providing loans to customers who are either small and middle-market businesses or individuals.  On May 9, 2001, the Connecticut Department of Banking
approved the Bank's application to convert from a capital stock savings bank to a bank and trust company in order to more closely reflect its current commercial bank operations.  All significant intercompany balances and transactions have been eliminated
in consolidation.



The consolidated condensed statement of condition as of March 31, 2001, the consolidated condensed statements of income, consolidated condensed statements of changes in shareholders' equity and consolidated
condensed statements of cash flows for the three month periods ended March 31, 2001 and 2000 have been prepared by the Company 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 Company as of March 31, 2001 and the results of operations, changes in shareholders' equity and cash flows for the three month periods ended March 31, 2001 and 2000.  Results of operations for the three
month period ended March 31, 2001 is not necessarily indicative of results for any other period.



The statement of condition as of December 31, 2000, 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 Company's annual report on Form 10-K for the year ended December 31, 2000.



As of January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS 133 requires that all
derivative instruments be recorded on the statement of condition at their fair value.  Changes in the fair value of derivative instruments are to be recorded each period in current earnings or other comprehensive income, depending on whether a derivative
is designated as part of a hedge transaction and, if it is, the type of hedge transaction.  The adoption of SFAS 133 had no impact on the Company's results of operations or its financial position because the Company presently does not hold any derivative
instruments.





Note 2 - Securities



The amortized cost, gross unrealized gains and losses and estimated fair values of securities available-for-sale were as follows:



|                                                      |  | March
      31, 2001
|----------------------------------------------------- |  | --------------------
|                                                      |  |                     
|                                                      |  |                     
|                                                      |  | Amortized           
|                                                      |  | Cost                
|                                                      |  |                     
|                                                      |  |                     
|                                                      |  |                     
|United
      States Government and agency obligations |  | $   48,350          
|Municipal
      bonds                                 |  | 5,708               
|Corporate
      bonds                                 |  | 39                  
|Federal
      agency mortgage-backed securities       |  | 130,766             
|Capital
      trust preferreds                        |  | 34,274              
|Money
      market preferreds                         |  | 16,700              
|Marketable
      equity securities                    |  | 20,050              
|Mutual
      funds - broker                           |  | 13,290              
|Mutual
      funds - other                            |  | 831                 
|                                                      |  |                     
|                                                      |  | $
      270,008     
|                                                      |  |                     



|                                                      |  | December
      31, 2000
|----------------------------------------------------- |  | -----------------------
|                                                      |  |                        
|                                                      |  |                        
|                                                      |  | Amortized              
|                                                      |  | Cost                   
|                                                      |  |                        
|                                                      |  |                        
|                                                      |  |                        
|United
      States Government and agency obligations |  | $   66,573             
|Municipal
      bonds                                 |  | 5,708                  
|Corporate
      bonds                                 |  | 39                     
|Federal
      agency mortgage-backed securities       |  | 125,197                
|Capital
      trust preferreds                        |  | 35,113                 
|Money
      market preferreds                         |  | 24,000                 
|Marketable
      equity securities                    |  | 20,893                 
|Mutual
      funds                                    |  | 831                    
|                                                      |  |                        
|                                                      |  | $ 278,354              
|                                                      |  |                        



Note 3 - Loans



The composition of the loan portfolio was:



|                                |  | March
      31,      |  | December
      31,
|------------------------------- |  | -------------------- |  | ------------------
|                                |  | 2001                 |  | 2000              
|                                |  |                      |  |                   
|                                |  | (in
      thousands)
|                                |  |                      |  |                   
|Commercial                      |  | $   71,436           |  | $   72,920        
|Commercial
      real estate    |  | 52,088               |  | 53,865            
|Residential
      real estate   |  | 112,482              |  | 116,467           
|Real
      estate construction  |  | 2,541                |  | 2,294             
|Consumer                        |  | 77,369               |  | 78,989            
|                                |  |                      |  |                   
|                                |  | 315,916              |  | 324,535           
|Less:                           |  |                      |  |                   
|Deferred
      loan fees        |  | (625)                |  | (661)             
|Allowance
      for loan losses |  | (6,071)              |  | (6,019)           
|                                |  |                      |  |                   
|Total
      loans               |  | $
      309,220      |  | $
      317,855   
|                                |  |                      |  |                   



Note 4 - Allowance for Loan and Foreclosed Real Estate Losses



Changes in the allowances were:



|                                                   |  | Three
      Months Ended
|-------------------------------------------------- |  | ------------------------
|                                                   |  | March
      31,         
|                                                   |  |                         
|                                                   |  | 2001                    
|                                                   |  |                         
|                                                   |  | (in
      thousands)    
|Allowance
      for loan losses:                   |  |                         
|Balance,
      beginning of year                   |  | $      
  6,019         
|Provision
      for loan losses                    |  | 110                     
|Loans
      charged-off                            |  | (77)                    
|Recoveries                                         |  | 19                      
|                                                   |  |                         
|Balance,
      end of period                       |  | $      
 6,071          
|                                                   |  |                         
|                                                   |  |                         
|Allowance
      for foreclosed real estate losses: |  |                         
|Balance,
      beginning of year                   |  | $      
        -       
|Provision
      for losses                         |  | -                       
|Write-downs,
      net                             |  | -                       
|                                                   |  |                         
|Balance,
      end of period                       |  | $      
        -       
|                                                   |  |                         



Note 5 - Nonperforming Assets



The balances of nonperforming assets were:



|                                                                                          |  | March
      31,              |  | December
      31,
|----------------------------------------------------------------------------------------- |  | ---------------------------- |  | ------------------
|                                                                                          |  | 2001                         |  | 2000              
|                                                                                          |  |                              |  |                   
|                                                                                          |  | (dollars
      in thousands)
|Nonaccrual
      loans:                                                                   |  |                              |  |                   
|Commercial                                                                                |  | $   220                      |  | $   198           
|Commercial
      real estate                                                              |  | 87                           |  | -                 
|Residential
      real estate                                                             |  | 298                          |  | 399               
|Consumer                                                                                  |  | 13                           |  | 24                
|                                                                                          |  |                              |  |                   
|Total
      nonaccrual loans                                                              |  | 618                          |  | 621               
|Accruing
      loans past due 90 days or more                                             |  | -                            |  | -                 
|                                                                                          |  |                              |  |                   
|Total
      nonperforming loans                                                           |  | 618                          |  | 621               
|Foreclosed
      real estate, net                                                         |  | 73                           |  | 73                
|Repossessed
      automobiles                                                             |  | 10                           |  | 16                
|                                                                                          |  |                              |  |                   
|Total
      nonperforming assets                                                          |  | $   701                      |  | $   710           
|                                                                                          |  |                              |  |                   
|                                                                                          |  |                              |  |                   
|Nonperforming
      loans as a percentage of total loans                                  |  | 0.20%                        |  | 0.19%             
|                                                                                          |  |                              |  |                   
|                                                                                          |  |                              |  |                   
|Nonperforming
      assets as a percentage of total assets                                |  | 0.11%                        |  | 0.11%             
|                                                                                          |  |                              |  |                   
|                                                                                          |  |                              |  |                   
|Restructured
      loans in compliance with modified terms 
           not included above |  | $   473                      |  | $   489           
|                                                                                          |  |                              |  |                   



Note 6 - Deposits



Deposits consisted of the following:



|                                                  |  | March
      31,      |  | December
      31,
|------------------------------------------------- |  | -------------------- |  | ------------------
|                                                  |  | 2001                 |  | 2000              
|                                                  |  |                      |  |                   
|                                                  |  | (in
      thousands)
|                                                  |  |                      |  |                   
|Noninterest-bearing
      demand deposits         |  | $  40,497            |  | $  45,301         
|NOW
      accounts                                |  | 54,718               |  | 51,809            
|Regular
      savings                             |  | 70,567               |  | 70,419            
|Money
      market savings                        |  | 27,226               |  | 27,119            
|Certificates
      of deposit - under $100,000    |  | 138,789              |  | 143,392           
|Certificates
      of deposit - $100,000 and over |  | 51,112               |  | 45,399            
|Club
      accounts                               |  | 510                  |  | 259               
|                                                  |  |                      |  |                   
|Total
      deposits                              |  | $
      383,419      |  | $
      383,698   
|                                                  |  |                      |  |                   



Note 7 - Funds Borrowed



Funds borrowed consisted of the following:



|                                                  |  | March
      31,      |  | December
      31,
|------------------------------------------------- |  | -------------------- |  | ------------------
|                                                  |  | 2001                 |  | 2000              
|                                                  |  |                      |  |                   
|                                                  |  | (in
      thousands)
|                                                  |  |                      |  |                   
|Federal
      funds purchased                     |  | $     2,500          |  | $     2,500       
|Securities
      sold under repurchase agreements |  | 60,486               |  | 41,720            
|Federal
      Home Loan Bank advances             |  | 114,130              |  | 136,330           
|                                                  |  |                      |  |                   
|Total
      funds borrowed                        |  | $
      177,116      |  | $
      180,550   
|                                                  |  |                      |  |                   



Note 8 - 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 months ended March 31, 2001 and
2000 were as follows:



|                                        |  | 2001      |  | 2000     
|--------------------------------------- |  | --------- |  | ---------
|                                        |  |           |  |          
|                                        |  |           |  |          
|Basic                                   |  | 5,171,341 |  | 5,225,218
|Effects
      of dilutive stock options |  | 264,507   |  | 249,611  
|                                        |  |           |  |          
|Diluted                                 |  | 5,435,848 |  | 5,474,829
|                                        |  |           |  |          



Note 9 - Shareholders' Equity

The following table presents the components and related tax effects allocated to other comprehensive loss for the three month period ended March 31, 2001:



|                                                                                     |  | Before               |  |           |  | Net       
|------------------------------------------------------------------------------------ |  | -------------------- |  | --------- |  | ----------
|                                                                                     |  | Tax                  |  | Tax       |  | of Tax    
|                                                                                     |  | Amount               |  | Expense   |  | Amount    
|                                                                                     |  |                      |  |           |  |           
|                                                                                     |  | (in
      thousands)
|                                                                                     |  |                      |  |           |  |           
|Net
      unrealized gains on securities arising 
           during the period       |  | $    4,216           |  | $   1,433 |  | $    2,783
|                                                                                     |  |                      |  |           |  |           
|Less:
      reclassification adjustment for gains realized 
           in net income |  | 277                  |  | 94        |  | 183       
|                                                                                     |  |                      |  |           |  |           
|Net
      unrealized gains on securities                                             |  | $    3,939           |  | $   1,339 |  | $    2,600
|                                                                                     |  |                      |  |           |  |           



The following table presents the components and related tax effects allocated to other comprehensive loss for the three month period ended March 31, 2000:



|                                                                                     |  | Before               |  |            |  | Net       
|------------------------------------------------------------------------------------ |  | -------------------- |  | ---------- |  | ----------
|                                                                                     |  | Tax                  |  | Tax        |  | of Tax    
|                                                                                     |  | Amount               |  | Expense    |  | Amount    
|                                                                                     |  |                      |  |            |  |           
|                                                                                     |  | (in
      thousands)
|                                                                                     |  |                      |  |            |  |           
|                                                                                     |  |                      |  |            |  |           
|Net
      unrealized gains on securities arising 
           during the period       |  | $      323           |  | $      108 |  | $      215
|                                                                                     |  |                      |  |            |  |           
|Less:
      reclassification adjustment for gains realized 
           in net income |  | 158                  |  | 53         |  | 105       
|                                                                                     |  |                      |  |            |  |           
|Net
      unrealized gains on securities                                             |  | $      165           |  | $       55 |  | $      110
|                                                                                     |  |                      |  |            |  |           



On April 21, 1999, the Company announced that it planned to repurchase up to 5% (260,000) of its outstanding common shares over the next twelve months.  On April 20, 2000, this share
buyback program was terminated. Pursuant to that program, the Company purchased 136,338 shares of its outstanding shares of common stock, or 2.6% of its outstanding shares as of April 21, 1999 and April 20, 2000.



On April 19, 2000, the Company's Board of Directors voted to authorize a new share buyback program of up to 5% (262,000) of its outstanding shares of common stock over the next year.  On April 18, 2001,
this share buyback program was terminated.  Pursuant to that program, the Company purchased 101,000 shares of its outstanding shares of common stock, or 1.9% of its outstanding shares as of April 19, 2000 and April 18, 2001.



On April 18, 2001, the Company's Board of Directors voted to authorize a new share buyback program of up to 10% (515,000) of its outstanding shares of common stock over the next year.  Purchases will be
made from time to time in the open market and through private transactions. The timing and amount of these transactions, to be funded through available corporate funds, will depend upon market conditions and corporate requirements.  Shares repurchased
will be held in treasury for general corporate purposes including reissue to satisfy the exercise of outstanding stock options.  Through May 10, 2001, the Company repurchased 33,150 shares at an average price of $18.73.



Note 10 - Recent Accounting Pronouncements

In September 2000, The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 140").  This Statement replaces FASB Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."  It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of Statement No. 125's provisions without reconsideration.  This Statement will be effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31, 2001.  Management anticipates that SFAS 140 will not have a significant effect on the Company's results of operations or its financial position based on its current operations.





---





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





COMPARISON OF THE THREE MONTH PERIODS
ENDED MARCH 31, 2001 AND 2000



The following discussion and analysis presents a review of the financial condition and results of operations of Bancorp Connecticut, Inc. (the "Company").  Since Southington Savings Bank (the "Bank") is
the sole subsidiary of the Company, the Company'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 $4,407,000 or 1.6% to $265,950,000 as of  March 31, 2001 from $270,357,000 as of December 31, 2000 primarily
as a result of higher paydowns on mortgage-backed securities as a result of the current lower interest rate environment.  This decrease in securities contributed to the reduced net borrowings of $3,434,000 as of quarter-end.  Net unrealized losses
(excluding the effective income tax benefits) in the securities portfolio totaled $4,058,000 as of March 31, 2001, a decrease of $3,939,000, compared to unrealized losses of $7,997,000 as of December 31, 2000.  This decrease in net unrealized losses of
$3,939,000 was primarily a result of the lower interest rate environment as of March 31, 2001 compared to December 31, 2000 with respect to the bond portfolio partially offset by the higher unrealized loss in the marketable equity securities portfolio.



As of March 31, 2001, $16,700,000 of the securities portfolio was comprised of money market preferred stocks.  These securities are highly liquid, generally reprice every 49 days and are subject to the tax
advantages of the Federal dividends received deduction in 2001 and 2000.  In addition, $13,290,000 of the securities portfolio consisted of U.S. Government and agency par value mutual funds which are available for withdrawal on a daily basis.



Loans - Loans decreased $8,619,000 or 2.7% to $315,916,000 as of March 31, 2001 from $324,535,000 as of  December 31, 2000 primarily as a result of a reduced
residential real estate loan portfolio.  Residential real estate loans, which represented 35.6% of the loan portfolio as of quarter-end,  decreased by $3,985,000 or 3.4% as the Bank's primary focus with respect to residential real estate loans continues
to be origination for sale, on a servicing released basis, or referral to third parties.  Commercial loans and commercial real estate loans, which represented 39.1% of the loan portfolio as of March 31, 2001, decreased $3,261,000 or 2.6% mainly due to a
slowing economy and sluggish commercial loan activity.



Deposits  - Total deposits as of  March 31, 2001 in the amount of $383,419,000 remained relatively unchanged compared to the $383,698,000 as of December 31, 2000.
The increase in NOW accounts and certificates of deposit of $2,909,000 and $1,110,000, respectively, was offset by a decrease in noninterest-bearing demand deposits of $4,804,000.



Borrowings  - Funds borrowed decreased from $180,550,000 as of December 31, 2000 to $177,116,000 as of March 31, 2001.  Advances from the Federal Home Loan Bank of
Boston (the "FHLB") decreased by $22,200,000 or 16.3% to $114,130,000 as of March 31, 2001 compared to $136,330,000 as of year-end 2000. Securities sold under agreements to repurchase increased $18,766,000 or 45.0% to $60,486,000 as of March 31,
2001 from $41,720,000 as of December 31, 2000.  The resultant net decrease of $3,434,000 in borrowings was primarily funded by the Bank's reduced levels of Federal funds sold, loans and securities available-for-sale, net of changes in other assets and
other liabilities.  As of March 31, 2001, broker/dealer repurchase agreements and retail repurchase agreements totaled $46,500,000 and $13,986,000, respectively.



Changes in Results of Operations



Earnings - For the quarter ended March 31, 2001, the Company reported net income of $2,331,000 or $0.43 per diluted share compared to $2,028,000 or $0.37 per
diluted share for the first quarter of 2000, an increase of 16.2% on a per share basis.  A significant increase in noninterest sources of revenue partially offset by increased noninterest expense were responsible for these operating results. The
annualized return on average assets for the quarter ended March 31, 2001 was 1.49% compared to 1.44% for the same quarter last year while the return on average equity declined to 17.21% from 19.53% the previous year.  The decrease in the return on average
equity was due to the decrease in net unrealized losses in the securities portfolio compared to the prior year quarter which increased average equity partially offset by the increase in net income as well as the common stock purchases under the Company's
share repurchase program which reduced average equity.



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 Company'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 $49,796,000 or 8.9% to $609,512,000 for the three months ended March 31, 2001 from $559,716,000 for the same quarter in 2000 primarily as a result of the
continuance of the Bank's leverage strategy.



For the three months ended March 31, 2001, net interest income of $5,383,000, on a tax equivalent basis, remained relatively constant compared to the $5,332,000 for same period in 2000.  The effect of a
higher level of average interest-earning assets of $49,796,000 for the three months ended March 31, 2001 as compared to the same period in 2000 was mitigated by a lower net interest margin between the two quarterly periods.



The ratio of net interest income, on a tax equivalent basis, to average interest-earning assets (net interest margin) was 3.53% for the quarter ended March 31, 2001 compared to 3.81% for the same period in
2000.  The interest rate spread, on a tax equivalent basis, was 2.84% in 2001 compared to 3.18% in 2000.  Average yields on interest-earning assets and interest-bearing liabilities have risen between the two quarterly periods as a result of an increasing
interest rate environment during the first and second quarters of 2000 and have been only partially impacted by the decreasing interest rate environment during the first quarter of 2001.  A proportionately greater rise in interest rates on sources of
funds compared with yields on earning assets caused the decrease in the net interest margin in 2001 compared to 2000.  This 28 basis point decrease in the net interest margin was impacted less than the 34 basis point decrease in the net interest spread
for the same periods as a result of the higher balance in average noninterest-bearing demand deposits of $3,157,000, which was 8.6% higher during 2001 compared to 2000.  Average yields were computed on a tax equivalent basis using a Federal income tax
rate of 34% for 2001 and 2000 and a state income tax rate of 0.0% for both periods, due to the formation of a passive investment company in 1999.



Provision for Loan Losses - For the three months ended March 31, 2001, the provision for loan losses was $110,000 compared to $118,000 for the same
quarter in 2000, a decrease of $8,000 or 6.8%.  Net loan charge-offs totaled $58,000 for the first quarter of 2001 compared to $12,000 for the same period in 2000.  The allowance for loan losses was $6,071,000 or 1.92% of outstanding loans as of March 31,
2001 compared to $6,019,000 or 1.85% of outstanding loans as of December 31, 2000 and $5,787,000 or 1.80% of outstanding loans as of March 31, 2000.  Nonperforming loans were $618,000 as of March 31, 2001, $621,000 as of December 31, 2000 and $908,000 as
of March 31, 2000, representing .20%, .19% and .28%, respectively, of outstanding loans.  The increase in the allowance for loan losses from year-end 2000 was driven by the provision for loan losses in excess of net charge-offs for the first quarter of 2001
 .

Management regularly monitors and has established a formal process for determining the adequacy of the allowance for loan losses.  This process results in an allowance that consists of two components,
allocated and unallocated. The allocated component includes allowance estimates that result from analyzing certain individual loans (including unused lines of credit and impaired loans), and specific loan types. The policy of the Bank is to review all
commercial loans and delinquent consumer loans quarterly. Up to a total of nine risk rating classifications are used to describe the credit risk associated with commercial and consumer loans. Of these classifications, the problem loan categories are:
"substandard," "doubtful" and "loss." Loans designated loss are charged-off quarterly. A risk factor is assigned by loan type to loans within each classification in determining the respective allowance. For loans that are analyzed individually,
third-party information such as appraisals may be used to supplement management's analysis. For loans that are analyzed on a pool basis, such as residential mortgage loans (1-4 family), management's analysis consists of reviewing delinquency trends,
historical charge-off experience, prevailing economic conditions, size and current composition of the loan portfolio, collateral value trends and other relevant factors. The unallocated component of the allowance for loan losses is intended to compensate
for the subjective nature of estimating an adequate allowance for loan losses, economic uncertainties, and other factors.  In addition to the assessment performed by management, the Bank's loan portfolio is subjected to an external credit review function
and is examined by its regulators.  The results of these examinations are incorporated into management's assessment of the allowance for loan losses.  The unallocated portion of the allowance for loan losses was $1,315,000 as of March 31, 2001 compared to
$1,243,000 as of December 31, 2000.  The increase in the unallocated portion of the allowance for loan losses is a result of a change in the mix of the loan portfolio from residential to commercial and the potential for an economic slowdown.

Noninterest Income - Total noninterest income increased $490,000 or 59.0% to $1,321,000 in the first quarter of 2001 as compared to $831,000 for the same
period in 2000. Core noninterest income, as shown in the following table, increased by $244,000 or 33.1% to $981,000 in the first quarter of 2001 from $737,000 in 2000.  The following table presents a comparison of the components of noninterest income.



|                                                   |  | Three
      Months Ended |  | Increase  
|-------------------------------------------------- |  | ------------------------ |  | ----------
|                                                   |  | March
      31,          |  | (Decrease)
|                                                   |  |                          |  |           
|                                                   |  | 2001                     |  | 2000      
|                                                   |  |                          |  |           
|(dollars
      in thousands)                       |  |                          |  |           
|                                                   |  |                          |  |           
|Service
      charges on deposit accounts          |  | $      237               |  | $     191 
|Call
      options premiums                        |  | 289                      |  | 167       
|Brokerage
      servicing fees                     |  | 172                      |  | 107       
|Gains on
      sales of loans, originated for sale |  | 145                      |  | 150       
|Other                                              |  | 138                      |  | 122       
|                                                   |  |                          |  |           
|Core
      noninterest income                      |  | 981                      |  | 737       
|Net
      securities gains                         |  | 277                      |  | 158       
|Net
      trading account gains (losses)           |  | 63                       |  | (64)      
|                                                   |  |                          |  |           
|Total
      noninterest income                     |  | $   1,321                |  | $     831 
|                                                   |  |                          |  |           



The rise in service charges on deposit accounts is primarily the result of a $16,000 volume increase in fees generated from the Bank's SSB ATM/Debit card product for its retail customers and $14,000 in ATM
usage fees.  Call options premiums rose by $122,000 as a result of increased activity.  Brokerage servicing fees increased $65,000 due to higher sales volume.  The gains on sales of loans, originated for sale, decreased $5,000 which was comprised of
$61,000 in reduced income from loans generated for sale into the secondary market by BCIF, the Bank's indirect auto finance company, partially offset by $56,000 of increased revenue from sales of residential real estate loans.  The increase in other
income reflects increased insurance fee income of $13,000 and higher BCIF servicing fees of $12,000.



Noninterest Expense - Operating expenses increased $109,000 or 3.7% to $3,073,000 in the first quarter of 2001 from $2,964,000 for the same period in 2000.
The Company's efficiency ratio of 49.39% improved during the first quarter of 2001 from the 50.89% for the same period in 2000.



Salaries and employee benefits were $56,000 or 3.3% higher in 2001 compared to 2000.  This increase primarily reflects scheduled employee annual salary increases.



Data processing expense increased $22,000 or 16.3% to $157,000 in 2001 compared to $135,000 in 2000.  This increase was mainly the result of higher proof of deposit processing charges related to the Bank's
third party processor which were caused primarily by greater volume.



Provision for Income Taxes - The provision for income taxes for the three months ended March 31, 2001 and 2000 was $991,000 and $863,000,
respectively, representing effective tax rates of 29.8% and 29.9%, respectively. The effective income tax rates are below statutory rates primarily as a result of the dividends received deduction and the establishment of the passive investment company.



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 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.  Management believes, as of March 31, 2001, that liquidity as measured by the Company is well in excess of its minimum guidelines.



The Bank's principal sources of funds for operations are cash flows generated from earnings, deposits, loan repayments, borrowings from the Federal Home Loan Bank of Boston (the "FHLB") and securities sold
under repurchase agreements.  Such sources are supplemented by Federal funds sold and unencumbered securities available-for-sale.  Brokered deposits were not utilized as a source of funds during 2001 or 2000, and none were outstanding as of March 31, 2001.



The Bank is a member of 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 March 31, 2001, qualified collateral totaled $169,604,000.  The Bank's actual borrowings on that date were $114,130,000.



The inflow and outflow of funds is detailed in the consolidated condensed statements of cash flows for the three months ended March 31, 2001 and 2000 and is summarized below.



During the current period, cash and cash equivalents decreased by $9,053,000, as net cash used for investing and financing activities of  $10,664,000 exceeded the net cash provided by operating activities
of $1,611,000.



Net cash used for investing activities, which primarily reflects the net redeployment of funds into the loan and securities portfolios, was $5,469,000 for the three months ended March 31, 2001. During this
period, the Company experienced a net increased investment in securities in the amount of $14,483,000, which was funded primarily by net repayments of loans totaling $9,448,000.



The net cash used for financing activities of $5,195,000 for the three months ended March 31, 2001 primarily reflected a net decrease in funds borrowed from the FHLB of $22,200,000 partially offset by an
increase in Federal funds purchased and repurchase agreements of $18,766,000.



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 March 31, 2001, that the Bank meets all capital adequacy requirements to which it is subject.



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):



|                                               |  |          |  |       |                         |     | To
      Be Well Capitalized 
|---------------------------------------------- |  | -------- |  | ----- | ----------------------- | --- | -----------------------------
|                                               |  |          |  |       |                         |     | Under
      Prompt Corrective
|                                               |  | Actual   |  |       | Action
      Provisions
|                                               |  |          |  |       |                        
|                                               |  | Amount   |  | Ratio |                         |     | Amount                       
|                                               |  |          |  |       |                         |     |                              
|As
      of March 31, 2001:                    |  |          |  |       |                         |     |                              
|Total
      Capital (to Risk Weighted Assets)  |  | $ 58,866 |  | 15.08 | %                       | >/= | $
      39,027               
|Tier
      I Capital (to Risk Weighted Assets) |  | 53,973   |  | 13.83 |                         | >/= | 23,416                       
|Tier
      I Capital (to Average Assets)       |  | 53,973   |  | 8.70  |                         | >/= | 31,025                       



On January 17, 2001, the Board of Directors of the Company declared a cash dividend of $0.18 per common share which was paid on February 15, 2001 to shareholders of record on February 1, 2001.  Subsequent
to March 31, 2001, the Board of Directors of the Company declared a cash dividend of $0.19 per common share payable on May 15, 2001 to shareholders of record on May 1, 2001. The Company's improvement in earnings for the first quarter of 2001 led to the
5.6% increase in its dividend to shareholders.



On April 21, 1999, the Company announced that it planned to repurchase up to 5% (260,000) of its outstanding common shares over the next twelve months.  On April 20, 2000, this share buyback program was
terminated. Pursuant to that program, the Company purchased 136,338 shares of its outstanding shares of common stock, or 2.6% of its outstanding shares as of April 21, 1999 and April 20, 2000.



On April 19, 2000, the Company's Board of Directors voted to authorize a new share buyback program of up to 5% (262,000) of its outstanding shares of common stock over the next year.  On April 18, 2001,
this share buyback program was terminated.  Pursuant to that program, the Company purchased 101,000 shares of its outstanding shares of common stock, or 1.9% of its outstanding shares as of April 19, 2000 and April 18, 2001.



On April 18, 2001, the Company's Board of Directors voted to authorize a new share buyback program of up to 10% (515,000) of its outstanding shares of common stock over the next year.  Purchases will be
made from time to time in the open market and through private transactions. The timing and amount of these transactions, to be funded through available corporate funds, will depend upon market conditions and corporate requirements.  Shares repurchased
will be held in treasury for general corporate purposes including reissue to satisfy the exercise of outstanding stock options.  Through May 10, 2001, the Company repurchased 33,150 shares at an average price of $18.73.



Average Statements of Condition, Net Interest Income and Interest Rates (a)



|                                                            |  | Three
      Months Ended March 31,
|----------------------------------------------------------- |  | ----------------------------------
|                                                            |  |                                   
|                                                            |  | 2001                              
|                                                            |  |                                   
|                                                            |  | Average                           
|(dollars
      in thousands)                                |  | Balance                           
|                                                            |  |                                   
|                                                            |  |                                   
|Assets                                                      |  |                                   
|Interest-earning
      assets:                              |  |                                   
|Loans(b)                                                    |  | $
      317,142                   
|Taxable
      investment securities(c)                      |  | 271,878                           
|Municipal
      bonds - tax exempt(c)                       |  | 5,608                             
|Federal
      funds sold                                    |  | 7,500                             
|Other
      interest-earning assets                         |  | 7,384                             
|                                                            |  |                                   
|Total
      interest-earning assets                         |  | 609,512                           
|                                                            |  |                                   
|Noninterest-earning
      assets                            |  | 14,431                            
|                                                            |  |                                   
|Total
      Assets                                          |  | $
      623,943                   
|                                                            |  |                                   
|                                                            |  |                                   
|Liabilities
      and Equity                                |  |                                   
|Interest-bearing
      liabilities:                         |  |                                   
|NOW
      and savings deposits                              |  | $
      148,190                   
|Time
      deposits                                         |  | 186,325                           
|Federal
      funds purchased and
repurchase
    agreements |  | 60,366                            
|Other
      borrowings                                      |  | 128,154                           
|                                                            |  |                                   
|Total
      interest-bearing liabilities                    |  | 523,035                           
|                                                            |  |                                   
|Noninterest-bearing
      liabilities:                      |  |                                   
|Demand
      deposits                                       |  | 39,962                            
|Other                                                       |  | 6,778                             
|Shareholders'
      equity                                  |  | 54,168                            
|                                                            |  |                                   
|Total
    Liabilities andShareholders' Equity               |  | $
    623,943                     
|                                                            |  |                                   
|Net
      interest income on a tax
equivalent
    basis(c)  |  |                                   
|Tax
      equivalent adjustment                             |  |                                   
|                                                            |  |                                   
|Net
      interest income                                   |  |                                   
|                                                            |  |                                   
|Net
      interest spread (tax equivalent basis)            |  |                                   
|                                                            |  |                                   
|Net
      interest margin (tax equivalent basis)            |  |                                   
|                                                            |  |                                   



|(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% and a state income tax rate of 0% in 2001 and 2000, respectively.



Rate/Volume Analysis



|                                                                 |  | Three
        Months Ended March 31, 2001
|---------------------------------------------------------------- |  | -----------------------------------------
|                                                                 |  | Compared
        to 2000                 
|                                                                 |  |                                          
|                                                                 |  | Increase
        (Decrease)              
|                                                                 |  | Due
        to                           
|                                                                 |  |                                          
|(in
        thousands)                                           |  | Volume                                   
|                                                                 |  |                                          
|Interest
        earned on:                                      |  |                                          
|Loans                                                            |  | $     36                                 
|Taxable
        investment securities                            |  | 784                                      
|Municipal
        bonds - tax exempt                             |  | 1                                        
|Federal
        funds sold                                       |  | 30                                       
|Other
        interest-earning assets                            |  | 27                                       
|                                                                 |  |                                          
|Total
        interest income                                    |  | 878                                      
|                                                                 |  |                                          
|Interest
        paid on:                                        |  |                                          
|NOW
        and savings deposits                                 |  | 4                                        
|Time
        deposits                                            |  | 361                                      
|Federal
        funds purchased andrepurchase
        agreements |  | (116)                                    
|Other
        borrowings                                         |  | 354                                      
|                                                                 |  |                                          
|Total
        interest expense                                   |  | 603                                      
|                                                                 |  |                                          
|Change
        in net interest income                            |  | $   275                                  
|                                                                 |  |                                          

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



Forward-Looking Statements

This Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of the Company
and the Bank to differ materially from those expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are forward-looking statements, including any projections of earnings, revenues, or other
financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance;
statements of belief and any statement of assumptions underlying any of the foregoing.  The risks, uncertainties and assumptions referred to above include the general risks associated with the delivery of financial products and services, fluctuating
investment returns, rapid technological changes, competition, as well as other risks that are described from time to time in the Company's filings with the Securities and Exchange Commission.  The Company assumes no obligations to update these
forward-looking statements.





---



PART I.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices.  The primary market risk to which the Bank is exposed is interest rate risk. The majority of the Bank's
interest rate risk arises from the instruments, positions and transactions entered into for purposes other than trading. They include loans, securities available-for-sale, deposit liabilities, short-term borrowings and long-term debt.  Interest rate risk
occurs when assets and liabilities reprice at different times as interest rates change.



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 as of March 31, 2001 and December 31, 2000 utilizing a simulation model to measure the estimated percentage change in net interest income due to an increase or decrease in market interest rates of up to 200 basis points, spread
evenly over the next twelve months, is within the Bank's established 10% of net interest income tolerance limit.



The Company's market risk also includes equity price risk.  The Company's marketable equity securities portfolio had gross unrealized net losses of $458,000 as of March 31, 2001 which is included, net of
taxes, in accumulated other comprehensive loss, a separate component of the Company's shareholders' equity.  If equity security prices decline due to unfavorable market conditions or other factors, the Company's shareholders' equity would decrease.





---



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                                 
|        |                                                                                     
|        | Not applicable                                                                      
|        |                                                                                     
|        |                                                                                     
|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.                                                                         
|        |                                                                                     
|        | 3.1                                                                                 
|        |                                                                                     
|        | 3.2                                                                                 
|        |                                                                                     
|        | 3.3                                                                                 
|        |                                                                                     
|        | 4.1                                                                                 
|        |                                                                                     
|        | 4.2                                                                                 
|        |                                                                                     
|        | 10.1                                                                                
|        |                                                                                     
|        | 10.2                                                                                
|        |                                                                                     
|        | 10.3                                                                                
|        |                                                                                     
|        | 10.4                                                                                
|        |                                                                                     
|        | 10.5                                                                                
|        |                                                                                     
|        | 10.6                                                                                
|        |                                                                                     
|        | 10.7                                                                                
|        |                                                                                     
|        | 10.8                                                                                
|        |                                                                                     
|(b)     | Reports on Form 8-K                                                                 
|        |                                                                                     
|        | The registrant did not file any Report on Form 8-K during the first quarter of 2001.





---



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: May 10, 2001 |  | /s/Robert D. Morton                                                                                                            
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|                   |  | Robert D. Morton       President and Chief          Executive Officer       (Principal Executive Officer)                      
|                   |  |                                                                                                                                
|                   |  |                                                                                                                                
|                   |  |                                                                                                                                
|Date: May 10, 2001 |  | /s/ Phillip J. Mucha                                                                                                           
|                   |  | Phillip J. Mucha
               Chief Financial Officer   and Treasurer/Secretary
               (Principal Accounting Officer)





---



EXHIBIT INDEX



|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                     
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                 
|3.1         | Certificate of Incorporation of
Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's
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)                                                                                                                        
|            |                                                                                                                                                                                                                                                                                                                                 
|4.1         | Instruments defining the rights of
security holders (Included in Exhibits 3.1
and 3.2)                                                                                                                                                                                                                                          
|            |                                                                                                                                                                                                                                                                                                                                 
|4.2         | Form of Stock Certificate
(Incorporated by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-333-2638))                                                                                                                                                                      
|            |                                                                                                                                                                                                                                                                                                                                 
|10.1        | Employment
        and Non-Competition Agreement dated as of February 1,                          2000,
        by and between the Company, 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, 2000)
|            |                                                                                                                                                                                                                                                                                                                                 
|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 4.3 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-30146))                                                                                                                                                  
|            |                                                                                                                                                                                                                                                                                                                                 
|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)                                                                                            
|            |                                                                                                                                                                                                                                                                                                                                 
|10.8        | Employment
        and Non-Competition Agreement dated as of February 1, 2000 by and
        between the Company, the Bank and Phillip J. Mucha (Incorporated by
        reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form
        10-Q for the quarterly period ended September 30, 2000)                 



---