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 September 30, 1999
                               ------------------

                                       OR

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

For the transition period from ___________________ to __________________

                        Commission File Number 34-0-25158
                                               ----------

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

             DELAWARE                                     06-1394443
----------------------------------             ---------------------------------
   (State or Other Jurisdiction                        (I.R.S. Employer
 of Incorporation or Organization)                    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 - 5,190,575 shares as of November 10, 1999
--------------------------------------------------------------------------------



                                       1
<PAGE>


                            BANCORP CONNECTICUT, INC.

                                    FORM 10-Q

                                      INDEX

PART I.
                                                                            Page
 Item 1.   Financial Statements

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

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

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

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

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

           Notes to Consolidated Condensed Financial Statements (unaudited).  8

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

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk....... 24

PART II.

 Item 1.   Legal Proceedings................................................ 25

 Item 2.   Changes in Securities and Use of Proceeds........................ 25

 Item 3.   Defaults Upon Senior Securities.................................. 25

 Item 4.   Submission of Matters to a Vote of Security Holders.............. 25

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

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

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



                                       2
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                  September 30,  December 31,
(dollars in thousands, except per share data)                          1999          1998
---------------------------------------------------------------------------------------------
                                                                   (unaudited)     (Note 1)
<S>                                                                 <C>            <C>
ASSETS
Cash and due from banks                                             $   9,510      $  11,163
Interest bearing deposits with banks                                      294             15
Federal funds sold                                                      9,625           --
                                                                    ---------      ---------
           Cash and cash equivalents                                   19,429         11,178
                                                                    ---------      ---------
Securities available-for-sale (at market value)                       212,491        217,333
Trading account securities                                                218            172
Federal Home Loan Bank stock                                            3,642          2,832
Loans                                                                 315,551        284,839
Less:
   Deferred loan fees                                                    (714)          (850)
   Allowance for loan losses                                           (5,610)        (5,549)
                                                                    ---------      ---------
           Net loans                                                  309,227        278,440
                                                                    ---------      ---------
Deferred income taxes                                                   6,709          1,901
Premises and equipment, net                                             4,121          4,524
Accrued income receivable                                               3,294          3,077
Foreclosed real estate, net                                               316            334
Other assets                                                            3,100          1,585
                                                                    ---------      ---------
           Total assets                                             $ 562,547      $ 521,376
                                                                    =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
    Deposits                                                        $ 345,120      $ 345,563
    Advances from Federal Home Loan Bank of Boston                     72,830         40,630
    Federal funds purchased and securities sold under
      agreements to repurchase                                         94,645         80,516
    Accrued taxes, expenses and other liabilities                       5,743          4,751
                                                                    ---------      ---------
           Total liabilities                                          518,338        471,460
                                                                    ---------      ---------

COMMITMENTS AND CONTINGENCIES                                            --             --

SHAREHOLDERS' EQUITY:
    Preferred stock, no par value: authorized 1,000,000 shares;
      none issued and outstanding                                        --             --
    Common stock, $1.00 par value: authorized 7,000,000 shares;
      issued 5,811,188 shares in 1999 and
      5,653,406 shares in 1998                                          5,811          5,653
    Additional paid-in capital                                         18,345         17,421
    Retained earnings                                                  35,244         31,761
    Accumulated other comprehensive (loss) income                      (8,181)           825
    Treasury stock at cost: 594,836 shares in 1999 and
      519,498 shares in 1998                                           (7,010)        (5,744)
                                                                    ---------      ---------
           Total shareholders' equity                                  44,209         49,916
                                                                    ---------      ---------
           Total liabilities and shareholders' equity               $ 562,547      $ 521,376
                                                                    =========      =========
</TABLE>

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





                                       3
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                        September 30,
                                                                ----------------------------
(dollars in thousands, except per share data)                       1999             1998
--------------------------------------------------------------------------------------------
                                                                         (unaudited)
<S>                                                             <C>              <C>
INTEREST INCOME:
    Interest on loans, including fees                           $     6,229      $     5,629
                                                                -----------      -----------
    Interest and dividends on investment securities:
      Interest income                                                 2,952            2,437
      Dividend income                                                   562              786
      Interest on trading account                                         1                4
                                                                -----------      -----------
                                                                      3,515            3,227
                                                                -----------      -----------
    Interest on federal funds sold                                       99               63
    Other interest and dividends                                         50               42
                                                                -----------      -----------
        Total interest income                                         9,893            8,961
                                                                -----------      -----------
INTEREST EXPENSE:
    Savings deposits                                                    663              633
    Time deposits                                                     1,901            2,148
    NOW accounts                                                        342              246
                                                                -----------      -----------
                                                                      2,906            3,027
    Interest on borrowed money                                        1,959            1,737
                                                                -----------      -----------
        Total interest expense                                        4,865            4,764
                                                                -----------      -----------
        Net interest income                                           5,028            4,197
Provision for loan losses                                               157               50
                                                                -----------      -----------
        Net interest income after provision for loan losses           4,871            4,147
                                                                -----------      -----------
NONINTEREST INCOME:
    Net securities (losses) gains                                      (262)             354
    Net trading account losses                                          (26)            (178)
    Gain on sale of trust operations                                    356             --
    Service charges on deposit accounts                                 210              178
    Brokerage servicing fees                                            137              107
    Option call premiums                                                132               65
    Trust fees                                                          130              160
    Other                                                               274               76
                                                                -----------      -----------
      Total noninterest income                                          951              762
                                                                -----------      -----------
NONINTEREST EXPENSE:
    Salaries and employee benefits                                    1,777            1,598
    Furniture and equipment                                             257              261
    Net occupancy                                                       148              129
    Data processing                                                     140              166
    Advertising                                                         132              114
    Other                                                               697              587
                                                                -----------      -----------
      Total noninterest expense                                       3,151            2,855
                                                                -----------      -----------
        Income before income taxes                                    2,671            2,054
Provision for income taxes                                              700              525
                                                                -----------      -----------
        NET INCOME                                              $     1,971      $     1,529
                                                                ===========      ===========

AVERAGE COMMON SHARES OUTSTANDING:
    Basic                                                         5,196,752        5,115,183
    Diluted                                                       5,537,575        5,538,043
NET INCOME PER COMMON SHARE:
    Basic                                                       $      0.38      $      0.30
    Diluted                                                     $      0.36      $      0.28

CASH DIVIDEND PER SHARE                                         $     0.150      $     0.135
</TABLE>


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


                                       4
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                        September 30,
                                                                ----------------------------
(dollars in thousands, except per share data)                       1999             1998
--------------------------------------------------------------------------------------------
                                                                        (unaudited)
<S>                                                             <C>              <C>
INTEREST INCOME:
    Interest on loans, including fees                           $    17,987      $    16,857
                                                                -----------      -----------
    Interest and dividends on investment securities:
      Interest income                                                 8,416            6,547
      Dividend income                                                 1,632            2,442
      Interest on trading account                                         3                7
                                                                -----------      -----------
                                                                     10,051            8,996
                                                                -----------      -----------
    Interest on federal funds sold                                      207              224
    Other interest and dividends                                        142              114
                                                                -----------      -----------
        Total interest income                                        28,387           26,191
                                                                -----------      -----------
INTEREST EXPENSE:
    Savings deposits                                                  1,958            1,995
    Time deposits                                                     5,769            6,567
    NOW accounts                                                        941              697
                                                                -----------      -----------
                                                                      8,668            9,259
    Interest on borrowed money                                        5,439            4,467
                                                                -----------      -----------
        Total interest expense                                       14,107           13,726
                                                                -----------      -----------
        Net interest income                                          14,280           12,465
Provision for loan losses                                               222              218
                                                                -----------      -----------
        Net interest income after provision for loan losses          14,058           12,247
                                                                -----------      -----------
NONINTEREST INCOME:
    Net securities gains                                                492            1,166
    Net trading account losses                                          (35)            (137)
    Service charges on deposit accounts                                 565              504
    Trust fees                                                          431              440
    Gain on sale of trust operations                                    356             --
    Option call premiums                                                300              193
    Brokerage servicing fees                                            256              330
    Other                                                               589              238
                                                                -----------      -----------
      Total noninterest income                                        2,954            2,734
                                                                -----------      -----------
NONINTEREST EXPENSE:
    Salaries and employee benefits                                    5,058            4,298
    Furniture and equipment                                             740              504
    Net occupancy                                                       446              385
    Data processing                                                     425              536
    Advertising                                                         305              328
    Other                                                             2,008            1,587
                                                                -----------      -----------
      Total noninterest expense                                       8,982            7,638
                                                                -----------      -----------
        Income before income taxes                                    8,030            7,343
Provision for income taxes                                            2,267            2,318
                                                                -----------      -----------
        NET INCOME                                              $     5,763      $     5,025
                                                                ===========      ===========

AVERAGE COMMON SHARES OUTSTANDING:
    Basic                                                         5,188,442        5,106,080
    Diluted                                                       5,537,771        5,555,980
NET INCOME PER COMMON SHARE:
    Basic                                                       $      1.11      $      0.98
    Diluted                                                     $      1.04      $      0.90

CASH DIVIDEND PER SHARE                                         $      0.44      $      0.40
</TABLE>


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


                                       5
<PAGE>


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


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

<S>                                           <C>         <C>        <C>          <C>          <C>         <C>
BALANCE, DECEMBER 31, 1997                    $ 5,612     $17,051    $ 28,149     $ 1,879      $(5,744)    $ 46,947
                                                                                                           --------
  Net income                                     --          --         5,025        --           --          5,025
  Decrease in net unrealized gain on
    securities available-for-sale                --          --          --        (1,077)        --         (1,077)
                                                                                                           --------
      Total comprehensive income                                                                              3,948
                                                                                                           --------
  Stock options exercised                          24         184        --          --           --            208
  Cash dividends declared ($0.40 per share)      --          --        (2,041)       --           --         (2,041)
  Tax benefits related to common stock
    options exercised                            --            82        --          --           --             82
                                              -------     -------    --------     -------      -------     --------

BALANCE, SEPTEMBER 30, 1998                   $ 5,636     $17,317    $ 31,133     $   802      $(5,744)    $ 49,144
                                              =======     =======    ========     =======      =======     ========


BALANCE, DECEMBER 31, 1998                    $ 5,653     $17,421    $ 31,761     $   825      $(5,744)    $ 49,916
                                                                                                           --------
  Net income                                     --          --         5,763        --           --          5,763
  Decrease in unrealized gain on
    securities available-for-sale                --          --          --        (9,006)        --         (9,006)
                                                                                                           --------
      Total comprehensive loss                                                                               (3,243)
                                                                                                           --------
  Stock options exercised                         158         809        --          --           --            967
  Cash dividends declared ($0.44 per share)      --          --        (2,280)       --           --         (2,280)
  Treasury stock purchased                       --          --          --          --         (1,266)      (1,266)
  Tax benefits related to common stock
    options exercised                            --           115        --          --           --            115
                                              -------     -------    --------     -------      -------     --------
BALANCE, SEPTEMBER 30, 1999                   $ 5,811     $18,345    $ 35,244     $(8,181)     $(7,010)    $ 44,209
                                              =======     =======    ========     =======      =======     ========
</TABLE>



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


                                       6
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.

                                                            Nine Months Ended
                                                              September 30,
                                                         -----------------------
(dollars in thousands)                                      1999         1998
--------------------------------------------------------------------------------
                                                               (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $   5,763    $   5,025
                                                         ---------    ---------
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Amortization of bond premiums (accretion of
        discounts), net                                     (1,750)        (475)
      Deferred income tax provision (benefit)                 (168)         325
      Provision for loan losses                                222          218
      Provision for foreclosed real estate losses               43           53
      Gain on sale of foreclosed real estate                   (11)        (123)
      Amortization of deferred loan points                    (185)        (220)
      Realized investment security gains                      (492)      (1,166)
      Gain on sale of trust operations                        (356)        --
      Depreciation and amortization                            624          404
      Net trading account losses                                35          137
      (Increase) decrease in trading account                   (81)          94
      Increase in accrued income receivable                   (217)        (426)
      Increase in other assets                              (1,409)      (1,041)
      Increase (decrease) in accrued expenses
        payable and other liabilities                        1,107          (53)
                                                         ---------    ---------
           Total adjustments                                (2,638)      (2,273)
                                                         ---------    ---------
           Net cash provided by operating activities         3,125        2,752
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available-for-sale              (110,273)    (147,584)
  Proceeds from sales of securities available-for-sale      71,937       56,481
  Proceeds from maturities of securities                    19,024       13,088
  Paydowns on mortgage-backed securities                    12,749       18,623
  Purchases of Federal Home Loan Bank (FHLB) stock            (810)        (737)
  Net increase in loans                                    (30,849)      (8,758)
  Purchases of premises and equipment, net                    (186)      (1,831)
  Proceeds from sale of trust operations                       106         --
  Proceeds from sales of foreclosed real estate, net           121          762
                                                         ---------    ---------
           Net cash used for investing activities          (38,181)     (69,956)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in time deposits                             (4,249)      (5,290)
  Net increase in other deposits                             3,806       14,119
  Proceeds from FHLB borrowings                             53,000      148,668
  Repayment of FHLB borrowings                             (20,800)    (124,276)
  Net increase in Federal funds purchased and
    repurchase agreements                                   14,129       33,974
  Proceeds from exercise of stock options                      967          208
  Repurchase common stock                                   (1,266)        --
  Cash dividends paid                                       (2,280)      (2,042)
                                                         ---------    ---------
           Net cash provided by financing activities        43,307       65,361
                                                         ---------    ---------

           Net increase (decrease) in cash and
             cash equivalents                                8,251       (1,843)
Cash and cash equivalents at beginning of period            11,178       10,717
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  19,429    $   8,874
                                                         =========    =========

NONCASH INVESTING AND FINANCING ACTIVITIES
  Decrease in net unrealized gain on securities
    available-for-sale                                   $  (9,006)   $  (1,077)
  Transfer of loans to foreclosed real estate                  137          131


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


                                       7
<PAGE>


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


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

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

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

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

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





                                       8
<PAGE>


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

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

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

United States Government and
  agency obligations            $ 61,604    $     28     $  (8,274)    $ 53,358
Municipal bonds                    5,477          48           (33)       5,492
Corporate bonds                      941        --              (8)         933
Mortgage-backed securities        76,912           1        (2,372)      74,541
Capital trust preferreds          26,022          97        (1,379)      24,740
Marketable equity securities      53,329       1,075        (1,618)      52,786
Mutual funds                         602          40            (1)         641
                                --------    --------     ---------     --------
                                $224,887    $  1,289     $ (13,685)    $212,491
                                ========    ========     =========     ========


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

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




                                       9
<PAGE>


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

The composition of the loan portfolio was:

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

     Commercial                                 $  59,022        $  42,857
     Commercial real estate                        45,014           42,408
     Residential real estate                      135,184          137,326
     Real estate construction                       3,115            3,688
     Consumer                                      73,216           58,560
                                                ---------        ---------
                                                  315,551          284,839
     Less:
       Deferred loan fees                            (714)            (850)
       Allowance for loan losses                   (5,610)          (5,549)
                                                ---------        ---------
         Total loans                            $ 309,227        $ 278,440
                                                =========        =========



Note 4 - Allowance for Loan and Foreclosed Real Estate Losses
--------------------------------------------------------------

Changes in the allowances were:

                                                      Nine Months Ended
                                                        September 30,
                                                --------------------------
                                                   1999             1998
                                                ---------        ---------
                                                       (in thousands)

     Allowance for loan losses:
       Balance, beginning of year               $   5,549        $   5,306
       Provision charged to expense                   222              218
       Loan charge-offs                              (240)             (85)
       Recoveries                                      79               95
                                                ---------        ---------
       Balance, end of period                   $   5,610        $   5,534
                                                =========        =========

     Allowance for foreclosed real
       estate losses:
         Balance, beginning of year             $      50        $      25
         Provision charged to expense                  43               53
         Foreclosed real estate
           write-downs, net                           (43)             (38)
                                                ---------        ---------
         Balance, end of period                 $      50        $      40
                                                =========        =========




                                       10
<PAGE>


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

The balances of nonperforming assets were:

                                                    September 30,   December 31,
                                                        1999            1998
                                                    -------------   ------------
                                                       (dollars in thousands)
Nonaccrual loans:
  Commercial                                           $  589          $   60
  Commercial real estate                                   24             402
  Residential real estate                                 988             705
  Consumer                                                 84              98
                                                       ------          ------
    Total nonaccrual loans                              1,685           1,265
Accruing loans past due 90 days or more                  --              --
                                                       ------          ------
    Total nonperforming loans                           1,685           1,265
Other real estate owned                                   316             334
                                                       ------          ------

    Total nonperforming assets                         $2,001          $1,599
                                                       ======          ======

Nonperforming loans as a percentage of total loans       0.53%           0.44%
                                                       ======          ======

Nonperforming assets as a percentage of total assets     0.36%           0.31%
                                                       ======          ======




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

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

                                     Three Months Ended     Nine Months Ended
                                        September 30,         September 30,
                                     ------------------     -----------------
                                      1999        1998       1999       1998
                                     ------      ------     ------     ------
                                       (in thousands)        (in thousands)

Basic                                 5,197      5,115      5,188      5,106
Effect of dilutive stock options        341        423        350        450
                                      -----      -----      -----      -----

Diluted                               5,538      5,538      5,538      5,556
                                      =====      =====      =====      =====



                                       11
<PAGE>


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

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

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

Net unrealized losses on securities
  arising during the period                $(13,155)     $ (4,473)     $ (8,682)
Less: reclassification adjustment for
  gains realized in net income                  492           168           324
                                           --------      --------      --------
Net unrealized losses on securities        $(13,647)     $ (4,641)     $ (9,006)
                                           ========      ========      ========



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

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

Net unrealized losses on securities
  arising during the period                $   (637)     $   (256)     $   (381)
Less: reclassification adjustment for
  gains realized in net income                1,166           470           696
                                           --------      --------      --------
Net unrealized losses on securities        $ (1,803)     $   (726)     $ (1,077)
                                           ========      ========      ========


On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of the Corporation's  currently outstanding shares of common stock.
Purchases  are made from time to time in the open  market  and  through  private
transactions  and will  continue  over the next  year.  The timing and amount of
these  transactions,  funded through available corporate funds, will depend upon
market  conditions and corporate  requirements.  Shares  repurchased are held in
treasury  for  general  corporate  purposes  including  reissue to  satisfy  the
exercise  of  outstanding   stock  options.   Through  November  10,  1999,  the
Corporation repurchased 106,338 shares at an average price of $16.40.


                                       12
<PAGE>


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


                 COMPARISON OF THE THREE AND NINE MONTH PERIODS
                        ENDED SEPTEMBER 30, 1999 AND 1998
                 ----------------------------------------------


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

CHANGES IN FINANCIAL CONDITION

INVESTMENTS  - Securities  available-for-sale  decreased  $4,842,000  or 2.2% to
$212,491,000 as of September 30, 1999 from $217,333,000 as of December 31, 1998.
A reduction in the market value of the  portfolio in the amount of  $13,647,000,
as the result of rising interest rates, was the primary cause of the decrease in
securities  available-for-sale.   Unrealized  gains  totaled  $1,251,000  as  of
December 31, 1998 compared to unrealized  losses of  $12,396,000 as of September
30, 1999.  Purchases of  securities  net of proceeds from  maturities  and sales
(excluding realized gains) and paydowns on mortgage-backed  securities amounting
to $6,563,000 partially offset the decrease in the securities portfolio.

Deferred  income taxes  increased  $4,808,000  to $6,709,000 as of September 30,
1999  from  $1,901,000  as of  December  31,  1998  mainly  as a  result  of the
$13,647,000 increase in unrealized losses in the security portfolio noted above.

LOANS - Loans increased $30,712,000 or 10.8% to $315,551,000 as of September 30,
1999 from  $284,839,000 as of December 31, 1998 primarily due to a higher volume
of commercial loan  originations  and loans closed by BCI Financial  Corporation
("BCIF"),  the  Bank's  auto loan  financing  subsidiary.  Commercial  loans and
commercial  real estate loans  increased  $18,771,000  or 22.0% and  represented
33.0% of the loan portfolio as of September 30, 1999.  Consumer loans  increased
$14,656,000 or 25.0% primarily due to loans closed by BCIF.

DEPOSITS - Total deposits as of September 30, 1999 in the amount of $345,120,000
remained  relatively  unchanged  compared to the $345,563,000 as of December 31,
1998.  Decreases  in time and savings  deposits of  $4,249,000  and  $3,052,000,
respectively,  were  partially  offset by an increase in demand and NOW accounts
principally reflecting an increase in the Bank's money fund checking product.

BORROWINGS  - Advances  from the Federal  Home Loan Bank of Boston (the  "FHLB")
increased  by  $32,200,000  or 79.3% to  $72,830,000  as of  September  30, 1999
compared  to  $40,630,000  as of year  end  1998.  In  addition,  Federal  funds
purchased  and  securities  sold  under   agreements  to  repurchase   increased
$14,129,000  or  17.5% to  $94,645,000  from  $80,516,000.  These  increases  in
borrowings  were  primarily  utilized  to fund the  Bank's  loan  growth and net
purchases of  securities.  As of September  30, 1999,  broker/dealer  repurchase
agreements and retail repurchase agreements totaled $70,680,000 and $22,015,000,
respectively.

CHANGES IN RESULTS OF OPERATIONS

EARNINGS - Net income for the quarter ended  September  30, 1999 was  $1,971,000
compared  to  $1,529,000  for the third  quarter of 1998,  an increase of 28.9%.
Increases in net interest income and  noninterest  income,  partially  offset by
increased  noninterest  expense  and a higher  provision  for loan  losses  were


                                       13
<PAGE>


principally  responsible for the improved  operating  results.  During the third
quarter of 1999, a gain in the amount of $356,000 was realized  from the sale of
the Bank's  trust  operations.  This gain was  approximately  offset by security
losses resulting from a restructuring of a segment of the investment  portfolio.
The annualized return on average assets for the quarter ended September 30, 1999
was 1.44%  compared to 1.21% for the same  quarter last year while the return on
average equity rose to 17.49% from 12.49% the previous year.

Net income for the nine months ended September 30, 1999 was $5,763,000  compared
to $5,025,000 for the same period in 1998, an increase of 14.7%.  An increase in
net interest income partially offset by increased  noninterest  expense, and the
$356,000 aforementioned gain on the sale of the Bank's trust operations were the
principal reasons for the increased  earnings.  The annualized return on average
assets was 1.43% for the nine months ended  September 30, 1999 compared to 1.38%
for the same  period in 1998 while the return on average  equity  rose to 15.90%
from 13.89% for the prior year period.

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

Average   interest   earning  assets   increased  by  $48,899,000  or  10.0%  to
$537,656,000 for the three months ended September 30, 1999 from $488,757,000 for
the same quarter in 1998.

For the three months ended  September  30, 1999 net  interest  income,  on a tax
equivalent  basis,  increased  $723,000 or 16.0%  compared to the same period in
1998  primarily as a result of a $44,592,000  increase in the average  volume of
the loan portfolio.  In addition,  average  noninterest  bearing demand deposits
increased by $1,676,000 or 4.9% during 1999 compared to 1998 which helped reduce
the average cost of funds and thus had a positive effect on net interest income.

The  interest  rate  spread  on a tax  equivalent  basis was 3.31% for the three
months ended  September  30, 1999 compared to 3.07% for the same period in 1998.
The ratio of net interest  income to average  interest  earning  assets on a tax
equivalent  basis was 3.90% for the quarter ended September 30, 1999 compared to
3.70% for the same period in 1998. A proportionately greater decline in interest
rates on sources of funds compared with yields on earning assets concurrent with
an  improvement  in the mix of deposits  helped to achieve  the  increase in the
interest rate spread in 1999 compared to 1998. Average yields were computed on a
tax  equivalent  basis using a Federal  income tax rate of 34% for 1999 and 1998
and a state  income  tax rate of 0.0% for  1999  and 9.5% for  1998,  due to the
formation  of a passive  investment  company in 1999.  This  factor  lessens the
increase in the interest rate spread slightly in 1999.

Average   interest   earning  assets   increased  by  $52,982,000  or  11.3%  to
$523,209,000 for the nine months ended September 30, 1999 from  $470,227,000 for
the same period in 1998.

For the nine months  ended  September  30, 1999 net  interest  income,  on a tax
equivalent basis,  increased  $1,432,000 or 10.6% compared to the same period in
1998 mainly due to  increases in the average  volume of the  invested  funds and
loan  portfolios of  $16,214,000  and  $36,768,000,  respectively.  In addition,
average  noninterest  bearing demand  deposits  increased by $3,589,000 or 11.6%
during 1999  compared to 1998 which helped  reduce the average cost of funds and
thus had a positive effect on net interest income.

The interest  rate spread  remained  relatively  unchanged at 3.22% for the nine
months ended  September  30, 1999 compared to 3.19% for the same period in 1998.
Similarly,  the ratio of net interest income to average  interest earning assets
on a tax equivalent basis was 3.80% for the nine months ended September 30, 1999
compared to 3.82% for the same period in 1998.


                                       14
<PAGE>


PROVISION  FOR LOAN LOSSES - For the three months ended  September  30, 1999 and
1998, the  provisions  for loan losses were $157,000 and $50,000,  respectively.
Net loan charge-offs  totaled $131,000 for the third quarter of 1999 compared to
$1,000 for the same period in 1998.

For the nine months ended  September 30, 1999 and 1998,  the provisions for loan
losses were $222,000 and $218,000,  respectively.  Net loan charge-offs  totaled
$161,000  for the nine months  ended  September  30,  1999  compared to net loan
recoveries  of $10,000  during the same period in 1998.  The  allowance for loan
losses was  $5,610,000  or 1.78% of  outstanding  loans as of September 30, 1999
compared to $5,534,000 or 2.05% of  outstanding  loans as of September 30, 1998.
Nonperforming  loans were  $1,685,000 as of September 30, 1999 and $2,104,000 as
of September 30, 1998, representing .53% and .78%, respectively,  of outstanding
loans.

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

Management  increased  the provision for loan losses during the third quarter of
1999  compared to 1998 in light of the  increased  loan  charge-offs  during the
quarter.

NONINTEREST  INCOME - Total noninterest income increased by $189,000 or 24.8% to
$951,000 in the third quarter of 1999 from $762,000 for the same period in 1998.
During  the  third  quarter  of  1999,  the  Corporation  recognized  total  net
securities  losses  of  $262,000  on the sale of  securities  available-for-sale
compared to net securities gains of $354,000 in 1998. Net trading account losses
totaled $26,000 for the third quarter  compared  $178,000 for the same period in
1998.  Option call  premiums  increased  $67,000  for the third  quarter of 1999
compared  to 1998.  During the third  quarter  of 1999,  a gain in the amount of
$356,000 was realized  from the sale of the Bank's trust  operations.  This gain
was approximately  offset by security losses resulting from a restructuring of a
segment of the investment portfolio.  Brokerage servicing fees increased $30,000
for the third quarter of 1999 compared to 1998 due to higher sales volume. Other
income  totaled  $274,000 in 1999 compared to $76,000 in 1998,  representing  an
increase of $198,000 or 260.5%.  This  increase  reflected  increased fee income
from the sale and  servicing  of loans  generated  by BCIF as well as  increased
insurance fees recorded by the Bank.

Total  noninterest  income  increased by $220,000 or 8.0% to $2,954,000  for the
nine months  ended  September  30, 1999 from  $2,734,000  for the same period in
1998. During the nine month period in 1999, the Corporation recognized total net
securities  gains  of  $492,000  on the  sale of  securities  available-for-sale
compared to  $1,166,000  in 1998,  a decrease of $674,000 or 57.8%.  Net trading
account  losses totaled  $35,000 for the nine month period  compared to $137,000
for the same period in 1998.  Option call  premiums  increased  $107,000 in 1999
compared to 1998.  Brokerage  servicing fees decreased  $74,000 or 22.4% for the
nine months ended September 30, 1999 compared to 1998 due to lower sales volume.
Other income totaled $589,000 in 1999 compared to $238,000 in 1998, representing
an increase of $351,000 or 147.5%.  This increase reflected increased fee income
from the sale and  servicing  of loans  generated  by BCIF as well as  increased
insurance fees recorded by the Bank.

NONINTEREST  EXPENSE  -  Operating  expenses  increased  $296,000  or  10.4%  to
$3,151,000 in the third quarter of 1999 from $2,855,000 in 1998.

Salaries and employee benefits were $179,000 or 11.2% higher in 1999 compared to
1998.  This  increase  reflects  higher  staffing  levels  at  BCIF,   increased
commission salaries and scheduled employee annual salary increases. In addition,
higher group medical and retirement  benefit costs as well as an increase in the
utilization of temporary  employees  during 1999 contributed to the higher level
of employee  expense.


                                       15
<PAGE>


The expenses  related to furniture and equipment  totaled $257,000 for the third
quarter of 1999  compared to $261,000 for the same period in 1998. As the result
of a change to a new  in-house  core  processing  system  from a service  bureau
environment  during the third quarter of 1998, the bank scrapped data processing
equipment  with a remaining book value of $57,000.  Offsetting  this 1998 charge
was increased  depreciation,  amortization,  and computer  maintenance  expenses
during  1999  related  to the  Bank's  installation  of the  new  in-house  core
processing system.

The increase in other noninterest  expenses of $110,000 or 18.7% reflected a net
increase in a number of miscellaneous  expense categories.  The most significant
increases in these  categories  were expenses  incurred in 1999 for outside fund
management  fees for the internal  trust  operations of the Bank, as a result of
higher volume, and foreclosed real estate activity.

Operating  expenses  increased  $1,344,000 or 17.6% to  $8,982,000  for the nine
months ended September 30, 1999 from $7,638,000 in 1998.

Salaries and employee benefits were $760,000 or 17.7% higher in 1999 compared to
1998. This increase  reflects  increased  staffing levels due to the start-up of
BCIF and the new Wallingford branch facility in the second and third quarters of
1998,  respectively,  and, to a lesser extent,  scheduled employee annual salary
increases.  In addition,  higher group medical and  retirement  benefit costs as
well as an  increase  in the  utilization  of  temporary  employees  during 1999
contributed to the higher level of employee expense.

The expenses  related to furniture and equipment  totaled  $740,000 for the nine
months  ended  September  30, 1999  compared to $504,000  for the same period in
1998, an increase of $236,000 or 46.8%. Higher depreciation,  amortization,  and
maintenance  charges related to the Bank's installation of the new in-house core
processing  system during the third quarter of 1998 were  primarily  responsible
for the increase.

Data processing expenses decreased by $111,000 or 20.7% to $425,000 for the nine
months  ended  September  30, 1999  compared to $536,000  for the same period in
1998.  This  decrease was  primarily  due to the change to a new  in-house  core
processing system from a service bureau environment.

The increase in other noninterest  expenses of $421,000 or 26.5% reflected a net
increase in a number of miscellaneous  expense categories.  The most significant
increases in these  categories  were expenses  incurred in 1999 for outside fund
management  fees for the internal  trust  operations  of the Bank as a result of
higher volume,  the minority interest in the net income of BCIF, the outsourcing
of the internal audit function and net foreclosed real estate activity.

PROVISION FOR INCOME TAXES - The provision for income taxes for the three months
ended  September  30, 1999 and 1998 was  $700,000  and  $525,000,  respectively,
representing  effective tax rates of 26.2% and 25.6%,  respectively.  During the
third quarter of 1998, the Corporation  recorded a $242,000 income tax credit as
a  result  of the  receipt  of an  income  tax  settlement  from  the  state  of
Connecticut  for tax years 1992 through  1994.  The  effective  tax rate for the
third quarter of 1998 without this credit was 37.3%.  The  effective  income tax
rates are below statutory rates primarily as a result of the dividends  received
deduction.

The provision for income taxes for the nine months ended  September 30, 1999 and
1998 was $2,267,000 and  $2,318,000,  respectively,  representing  effective tax
rates of 28.2% and 31.6%, respectively. The effective tax rate for 1998 adjusted
for the income tax credit noted above was 34.9%.

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


                                       16
<PAGE>


eliminated  resulting in the lower  effective tax rates  mentioned above for the
quarter and nine month periods ended  September 30, 1999 as compared to the same
periods in 1998 as adjusted.

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.

The Bank's  principal  sources of funds for operations are cash flows  generated
from earnings,  deposits,  loan repayments,  borrowings from correspondent banks
and securities sold under repurchase  agreements.  Such sources are supplemented
by interest  bearing  deposits with banks,  Federal funds sold and  unencumbered
securities  available-for-sale.  Brokered deposits were not utilized as a source
of funds during 1999 or 1998,  and none were  outstanding  as of  September  30,
1999.

The Bank is a member of the Federal Home Loan Bank of Boston (the "FHLB"), which
makes substantial  borrowings  available to its members. The Bank is eligible to
borrow  against its assets in an amount not to exceed  collateral  as defined by
the FHLB. As of September 30, 1999, qualified  collateral totaled  $116,175,000.
The Bank's actual borrowings on that date were $72,830,000.

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

During the current period, cash and cash equivalents increased by $8,251,000, as
net  cash  provided  by  operating   activities  and  financing   activities  of
$46,432,000 exceeded the $38,181,000 of net cash used for investing activities.

Net  cash  used for  investing  activities,  which  primarily  reflects  the net
redeployment of funds into the loan and securities  portfolios,  was $38,181,000
for  the  nine  months  ended  September  30,  1999.  During  this  period,  the
Corporation experienced net originations of loans totaling $30,849,000 and a net
increased  investment  in  securities  in the amount of  $6,563,000,  which were
funded primarily by increased borrowings.

The net cash provided by financing activities of $43,307,000 for the nine months
ended  September 30, 1999  primarily  reflected net increases in funds  borrowed
from  the  FHLB of  $32,200,000  and  Federal  funds  purchased  and  repurchase
agreements of $14,129,000.

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


                                       17
<PAGE>


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 September
30, 1999, 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):

<TABLE>
<CAPTION>
                                                                           To Be Well Capitalized
                                                                          Under Prompt Corrective
                                                      Actual                 Action Provisions
                                                ------------------        -----------------------
                                                  Amount    Ratio           Amount        Ratio
                                                ---------  -------        ---------      --------
<S>                                             <C>         <C>           <C>            <C>
   As of September 30, 1999:
     Total Capital (to Risk Weighted Assets)    $ 51,546    14.60  % >/=  $ 35,311 >/=   10.0 %
     Tier I Capital (to Risk Weighted Assets)     47,117    13.34    >/=    21,186 >/=    6.0
     Tier I Capital (to Average Assets)           47,117     8.48    >/=    27,781 >/=    5.0

</TABLE>


On July 21,  1999,  the Board of Directors  of the  Corporation  declared a cash
dividend  of $.15  per  common  share  which  was  paid on  August  16,  1999 to
shareholders of record on August 2, 1999.  Subsequent to September 30, 1999, the
Board of  Directors  of the  Corporation  declared a cash  dividend of $.155 per
common share payable on November 16, 1999 to  shareholders of record on November
1, 1999.

On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of the Corporation's  currently outstanding shares of common stock.
Purchases  are made from time to time in the open  market  and  through  private
transactions  and will  continue  over the next  year.  The timing and amount of
these  transactions,  funded through available corporate funds, will depend upon
market  conditions and corporate  requirements.  Shares  repurchased are held in
treasury  for  general  corporate  purposes  including  reissue to  satisfy  the
exercise  of  outstanding   stock  options.   Through  November  10,  1999,  the
Corporation repurchased 106,338 shares at an average price of $16.40.


Year 2000
---------

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


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


RISK ASSESSMENT  PHASE:  Beginning in March 1998, an assessment of all hardware,
software,  networks and other  processing  platforms  was  performed.  Year 2000
problems have been identified and mission critical applications prioritized.  In
July 1998,  the Bank completed the  conversion to a new core  processing  system
utilizing Jack Henry & Associates software and IBM AS400 hardware, both of which
have been  certified  Year 2000  compliant.  This new data  processing  solution
addresses many of the Bank's mission critical applications.  The risk assessment
phase includes the  development of  contingency  plans for all mission  critical


                                       18
<PAGE>


applications.  The  development of contingency  plans lagged behind the original
target date because of the need to reevaluate  the risk  assessments as a result
of the  bankwide  effort  to  convert  to the new  processing  system.  The risk
assessment phase was completed by December 31, 1998 and the contingency plan was
completed by June 30, 1999.


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


VALIDATION  PHASE:  This phase  provides for the testing of hardware,  software,
interfaces  and  integration  with other systems.  It also includes  testing and
certifying third parties for Year 2000 readiness. The Bank's new core processing
system has been certified Year 2000 compliant by its manufacturer.  However, the
Bank  performed  its own  independent  tests rather than utilize  proxy  testing
results  from the vendor.  In  addition,  the Bank  retained  the services of an
independent  party to review  overall  plan  effectiveness  and the  results  of
testing.  The validation phase on all critical systems was completed by June 30,
1999.


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


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

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

Due to the recent  conversion,  the Bank does not expect to incur any additional
significant  Year  2000  costs for  further  equipment  replacement.  Management
expects to incur Year 2000  readiness  costs  primarily  from labor costs in the
testing and validation of systems,  professional  consulting costs and marketing
costs to keep customers informed of Year 2000 progress.  Management has budgeted
$100,000 in 1999 for those costs and does not expect to exceed this amount.


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

As of year-end 1998, the Bank had devoted the majority of its efforts to convert
to the new core processing  system.  By June 30, 1999, when the validation phase
of the Year 2000 was completed,  significant  third-party  vendor exposures were
identified  and  contingency  plans  developed to reduce those  exposures.  As a
result,  management  does not  expect  third-party  vendor  exposures  to have a
material adverse effect on the Bank.


                                       19
<PAGE>


The Bank has  completed  mailings  to its  larger  commercial  borrowers.  These
mailings included Year 2000 thought provoking information and a questionnaire to
be completed by the borrower so that the Bank could analyze individual responses
to critical issues. In addition,  the Bank has completed the process of randomly
selecting and contacting an appropriate number of borrowers with smaller overall
relationships.  This has  addressed  a mixture  of various  sized  relationships
within the entire  commercial  portfolio.  Risk data as to what the  borrower is
doing to  ensure  Year 2000  compliance  has been  collected  and  includes  the
following   assessments:    technological   capabilities,    external   vendors,
communications  equipment,  disaster recovery plans and other operating systems.
Based on the results of our mailings and questionnaires management believes that
no  significant  credit  exposure  exists  related  to Year 2000  regarding  our
commercial borrowers.

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



                                       20
<PAGE>


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

<TABLE>
<CAPTION>
                                                                    Three Months Ended September 30,
                                            ---------------------------------------------------------------------------
                                                               1999                                 1998
-----------------------------------------------------------------------------------------------------------------------
                                                  Average                  Yield/      Average                  Yield/
(dollars in thousands)                            Balance     Interest     Rate(c)     Balance     Interest     Rate(c)
-----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>           <C>       <C>          <C>           <C>
ASSETS
Interest-earning assets:
 Loans(b)                                        $308,434     $  6,229      8.08%     $263,842     $  5,629      8.53%
 Taxable investment securities(c)                 214,438        3,663      6.83%      213,426        3,483      6.53%
 Municipal bonds(c)                                 3,790           67      7.07%        3,514           62      7.06%
 Federal funds sold                                 7,606           99      5.21%        4,706           63      5.35%
 Other interest-earning assets                      3,388           51      6.02%        3,269           48      5.87%
                                                 --------     --------                --------     --------
Total interest-earning assets                     537,656       10,109      7.52%      488,757        9,285      7.60%
                                                 --------     --------                --------     --------
Noninterest-earning assets                         10,778                               17,107
                                                 --------                             --------
TOTAL ASSETS                                     $548,434                             $505,864
                                                 ========                             ========

LIABILITIES AND EQUITY
Interest-bearing liabilities:
  NOW and savings deposits                       $154,895        1,005      2.60%     $132,281          879      2.66%
  Time deposits                                   158,234        1,901      4.81%      160,911        2,148      5.34%
  FHLB of Boston advances                          52,776          688      5.21%       41,152          560      5.44%
  Federal funds purchased and securities
    sold under agreements to repurchase            96,557        1,271      5.27%       86,268        1,177      5.46%
                                                 --------     --------                --------     --------
Total interest-bearing liabilities                462,462        4,865      4.21%      420,612        4,764      4.53%
                                                 --------     --------                --------     --------
Noninterest-bearing liabilities:
  Demand deposits                                  36,128                               34,452
  Other                                             4,761                                1,819
Shareholders' equity                               45,083                               48,981
                                                 --------                             --------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                           $548,434                             $505,864
                                                 ========                             ========

Net interest income on a tax
  equivalent basis(c)                                            5,244                                4,521
Tax equivalent adjustment                                         (216)                                (324)
                                                              --------                             --------
Net interest income                                           $  5,028                             $  4,197
                                                              ========                             ========

Net interest spread (tax equivalent basis)                                  3.31%                                3.07%
                                                                            ====                                 ====

Net interest margin (tax equivalent basis)                                  3.90%                                3.70%
                                                                            ====                                 ====
</TABLE>

(a)  Computed on an annualized basis.
(b)  Average balances for loans include nonaccrual and renegotiated balances.
(c)  Yields/Rates  are computed on a tax equivalent basis using a Federal income
     tax rate of 34% for 1999  and  1998 and a state  income  tax rate of 0% and
     9.5% in 1999 and 1998, respectively.


                                       21
<PAGE>


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

<TABLE>
<CAPTION>
                                                                    Nine Months Ended September 30,
                                            ---------------------------------------------------------------------------
                                                               1999                                 1998
-----------------------------------------------------------------------------------------------------------------------
                                                  Average                  Yield/      Average                  Yield/
(dollars in thousands)                            Balance     Interest     Rate(c)     Balance     Interest     Rate(c)
-----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>           <C>       <C>          <C>           <C>
ASSETS
Interest-earning assets:
  Loans(b)                                       $298,490     $ 17,987      8.03%     $261,722     $ 16,857      8.59%
  Taxable investment securities(c)                212,220       10,474      6.58%      196,631        9,799      6.64%
  Municipal bonds(c)                                3,610          188      6.94%        3,399          180      7.06%
  Federal funds sold                                5,650          207      4.88%        5,535          224      5.40%
  Other interest-earning assets                     3,239          145      5.97%        2,940          128      5.80%
                                                 --------     --------                --------     --------
Total interest-earning assets                     523,209       29,001      7.39%      470,227       27,188      7.71%
                                                 --------     --------                --------     --------
Noninterest-earning assets                         13,909                               15,360
                                                 --------                             --------
TOTAL ASSETS                                     $537,118                             $485,587
                                                 ========                             ========

LIABILITIES AND EQUITY
Interest-bearing liabilities:
  NOW and savings deposits                       $152,293        2,899      2.54%     $132,853        2,692      2.70%
  Time deposits                                   158,404        5,769      4.86%      164,155        6,567      5.33%
  FHLB of Boston advances                          45,706        1,758      5.13%       29,449        1,253      5.67%
  Federal funds purchased and securities
    sold under agreements to repurchase            94,121        3,681      5.21%       78,532        3,214      5.46%
                                                 --------     --------                --------     --------
Total interest-bearing liabilities                450,524       14,107      4.17%      404,989      13,726       4.52%
                                                 --------     --------                --------     --------
Noninterest-bearing liabilities:
  Demand deposits                                  34,516                               30,927
  Other                                             3,739                                1,441
Shareholders' equity                               48,339                               48,230
                                                 --------                             --------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                           $537,118                             $485,587
                                                 ========                             ========

Net interest income on a tax
  equivalent basis(c)                                           14,894                               13,462
Tax equivalent adjustment                                         (614)                                (997)
                                                              --------                             --------
Net interest income                                           $ 14,280                             $ 12,465
                                                              ========                             ========

Net interest spread (tax equivalent basis)                                  3.22%                                3.19%
                                                                            ====                                 ====
Net interest margin (tax equivalent basis)                                  3.80%                                3.82%
                                                                            ====                                 ====

</TABLE>

(a)  Computed on an annualized basis.
(b)  Average balances for loans include nonaccrual and renegotiated balances.
(c)  Yields/Rates  are computed on a tax equivalent basis using a Federal income
     tax rate of 34% for 1999  and  1998 and a state  income  tax rate of 0% and
     9.5% in 1999 and 1998, respectively.


                                       22
<PAGE>


Rate/Volume Analysis
--------------------


<TABLE>
<CAPTION>
                                                   Three Months Ended                  Nine Months Ended
                                                   September 30, 1999                  September 30, 1999
                                                    Compared to 1998                    Compared to 1998
                                            --------------------------------    --------------------------------
                                            Increase (Decrease)                 Increase (Decrease)
                                                   Due to                              Due to
                                            --------------------                --------------------
(in thousands)                               Volume       Rate       Net(1)      Volume       Rate       Net(1)
----------------------------------------------------------------------------    --------------------------------
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>
Interest earned on:
  Loans                                     $   913     $  (313)    $   600     $ 2,264     $(1,134)    $ 1,130
  Taxable investment securities                  17         163         180         770         (95)        675
  Municipal bonds                                 5        --             5          11          (3)          8
  Federal funds sold                             38          (2)         36           5         (22)        (17)
  Other interest-earning assets                   2           1           3          13           4          17
                                            -------     -------     -------     -------     -------     -------
                                                975        (151)        824       3,063      (1,250)      1,813
                                            -------     -------     -------     -------     -------     -------
Interest paid on:
  NOW and savings deposits                      147         (21)        126         377        (170)        207
  Time deposits                                 (35)       (212)       (247)       (224)       (574)       (798)
  FHLB of Boston advances                       152         (24)        128         635        (130)        505
  Federal funds purchased and securities
    sold under agreements to repurchase         137         (43)         94         615        (148)        467
                                            -------     -------     -------     -------     -------     -------
                                                401        (300)        101       1,403      (1,022)        381
                                            -------     -------     -------     -------     -------     -------
Change in net interest income               $   574     $   149     $   723     $ 1,660     $  (228)    $ 1,432
                                            =======     =======     =======     =======     =======     =======
</TABLE>


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





                                       23
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Bank  manages  interest  rate  risk  through  an Asset  Liability  Committee
comprised of senior management. The committee monitors exposure to interest rate
risk on a quarterly  basis using both a traditional  gap analysis and simulation
analysis.  Traditional gap analysis identifies short and long-term interest rate
positions or exposure.  Simulation  analysis  measures the amount of  short-term
earnings  at risk  under both  rising and  falling  rate  scenarios.  The Bank's
interest  rate risk as of September  30, 1999 and December 31, 1998  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% tolerance limit.






                                       24
<PAGE>


PART II.


ITEM 1.  LEGAL PROCEEDINGS

         Not applicable


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable


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

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


                                       25
<PAGE>


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

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

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

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

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

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

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

         27               Financial Data Schedule


    (b)  Reports on Form 8-K

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




                                       26
<PAGE>


                                   SIGNATURES


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




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



Date:    November 12,1999             /s/ Robert D. Morton
     --------------------------       ---------------------------------
                                          Robert D. Morton
                                          President and Chief
                                            Executive Officer
                                          (Principal Executive Officer)




Date:    November 12,1999             /s/ Phillip J. Mucha
     --------------------------       ---------------------------------
                                          Phillip J. Mucha
                                          Chief Financial Officer
                                            and Treasurer/Secretary
                                          (Principal Accounting Officer)


                                       27
<PAGE>


                                  EXHIBIT INDEX


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

         3.1              Certificate of Incorporation of Registrant
                          (Incorporated by reference to Exhibit 3.1 to the
                          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                Instruments defining the rights of security holders
                          (Included in Exhibits 3.1 and 3.2)

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

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

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

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

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

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

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

         27               Financial Data Schedule