SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended MARCH 31, 2000

                                       OR

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

For the transition period from ___________________ to __________________

                        Commission File Number 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 Identification No.)
 of Incorporation or Organization)

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 - 5,212,918 SHARES AS OF MAY 8, 2000
--------------------------------------------------------------------------------

                                      -1-
<PAGE>


                            BANCORP CONNECTICUT, INC.

                                    FORM 10-Q

                                      INDEX

PART I.
                                                                           Page
  Item 1.    Financial Statements

             Consolidated Condensed Statements of Condition as of
                March 31, 2000 (unaudited) and December 31, 1999.........     3

             Consolidated Condensed Statements of Income for the
                Three Months Ended March 31, 2000 and 1999 (unaudited)...     4

             Consolidated Condensed Statements of Changes in Shareholders'
                Equity for the Three Months Ended
                March 31, 2000 and 1999 (unaudited)......................     5

             Consolidated Condensed Statements of Cash Flows for the
                Three Months Ended March 31, 2000 and 1999 (unaudited)...     6

             Notes to Consolidated Condensed Financial
                Statements (unaudited)...................................     7

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

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk..     21

PART II.

  Item 1.    Legal Proceedings...........................................     22

  Item 2.    Changes in Securities and Use of Proceeds...................     22

  Item 3.    Defaults Upon Senior Securities.............................     22

  Item 4.    Submission of Matters to a Vote of Security Holders.........     22

  Item 5.    Other Information...........................................     22

  Item 6.    Exhibits and Reports on Form 8-K............................     22

Signatures...............................................................     24


                                      -2-
<PAGE>




CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.


                                                       March 31,    December 31,
(dollars in thousands, except per share data)            2000           1999
--------------------------------------------------------------------------------
                                                      (unaudited)    (Note 1)
Assets
Cash and due from banks                                 $  10,694    $   13,548
Interest bearing deposits with banks                            6           346
Federal funds sold                                          1,200         6,725
                                                      ------------  ------------
           Cash and cash equivalents                       11,900        20,619
                                                      ------------  ------------
Securities available-for-sale (at market value)           227,056       214,495
Trading account securities                                    212           348
Federal Home Loan Bank stock                                6,042         4,392
Loans                                                     321,189       316,093
Less:
   Deferred loan fees                                        (734)         (702)
   Allowance for loan losses                               (5,787)       (5,681)
                                                      ------------  ------------
           Net loans                                      314,668       309,710
                                                      ------------  ------------
Deferred income taxes                                       8,634         8,535
Premises and equipment, net                                 3,823         3,971
Accrued income receivable                                   3,798         3,482
Foreclosed real estate, net                                   251           195
Other assets                                                3,078         3,051
                                                      ------------  ------------
           Total assets                                 $ 579,462    $  568,798
                                                      ------------  ------------

Liabilities and Shareholders' Equity
Liabilities:
    Deposits                                            $ 348,453    $  348,441
    Funds borrowed                                        180,850       171,129
    Other liabilities                                       7,394         7,696
                                                      ------------  ------------
           Total liabilities                              536,697       527,266
                                                      ------------  ------------

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 5,877,854 shares in 2000 and
      5,830,811 shares in 1999                              5,878         5,831
    Additional paid-in capital                             18,808        18,507
    Retained earnings                                      37,509        36,293
    Accumulated other comprehensive loss                  (11,501)      (11,611)
    Treasury stock, at cost: 655,836 shares in
      2000 and 625,836 shares in 1999                      (7,929)       (7,488)
                                                      ------------  ------------
           Total shareholders' equity                      42,765        41,532
                                                      ------------  ------------
           Total liabilities and shareholders' equity   $ 579,462    $  568,798
                                                      ------------  ------------


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

                                      -3-
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF INCOME
BANCORP CONNECTICUT, INC.


                                                            Three Months Ended
                                                                 March 31,

                                                         -----------------------
(dollars in thousands, except per share data)              2000          1999
--------------------------------------------------------------------------------
                                                               (unaudited)
Interest income:
    Interest on loans, including fees                    $ 6,405       $ 5,788
                                                         --------      ---------
    Interest and dividends on investment securities:

      Interest income                                      3,400         2,646
      Dividend income                                        468           582
      Interest on trading account                              6             2
                                                         --------      ---------
                                                           3,874         3,230
                                                         --------      ---------
    Interest on federal funds sold                            76            10
    Other interest and dividends                              92            45
                                                         --------      ---------
        Total interest income                             10,447         9,073
                                                         --------      ---------
Interest expense:
    Savings deposits                                         587           630
    Time deposits                                          1,990         1,979
    NOW accounts                                             341           289
                                                         --------      ---------
                                                           2,918         2,898
    Interest on borrowed money                             2,387         1,688
                                                         --------      ---------
        Total interest expense                             5,305         4,586
                                                         --------      ---------
        Net interest income                                5,142         4,487
Provision for loan losses                                    118            30
                                                         --------      ---------
        Net interest income after provision
          for loan losses                                  5,024         4,457
                                                         --------      ---------
Noninterest income:
    Net securities gains                                     158           402
    Net trading account losses                               (64)          (27)
    Service charges on deposit accounts                      195           182
    Call options premiums                                    167            94
    Gains on sales of loans, originated for sale             150            38
    Brokerage servicing fees                                 107            55
    Trust fees                                                 -           153
    Other                                                    118            80
                                                         --------      ---------
      Total noninterest income                               831           977
                                                         --------      ---------
Noninterest expense:
    Salaries and employee benefits                         1,684         1,599
    Furniture and equipment                                  261           240
    Net occupancy                                            159           156
    Data processing                                          135           123
    Advertising                                              115            72
    Other                                                    610           673
                                                         --------      ---------
      Total noninterest expense                            2,964         2,863
                                                         --------      ---------
        Income before income taxes                         2,891         2,571
Provision for income taxes                                   863           736
                                                         --------      ---------
        Net income                                       $ 2,028       $ 1,835
                                                         ========      =========
Average common shares outstanding:
    Basic                                              5,225,218     5,156,638
    Diluted                                            5,474,829     5,524,443
Net income per common share:
    Basic                                                 $  0.39       $  0.36
    Diluted                                               $  0.37       $  0.33

Cash dividend per share                                   $ 0.155       $ 0.140



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

                                      -4-
<PAGE>



CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
BANCORP CONNECTICUT, INC.
(unaudited)
<TABLE>
<CAPTION>
<S>                                               <C>        <C>          <C>         <C>               <C>            <C>
                                                                                        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
---------------------------------------------- -----------  ------------  -----------  --------------  ------------- ---------------


Balance, December 31, 1998                       $ 5,653      $ 17,421     $ 31,761           $ 825       $ (5,744)        $ 49,916
                                                                                                                     ---------------
    Net income                                         -             -        1,835               -              -            1,835
    Decrease in net unrealized gain
      on securities available-for-sale                 -             -            -          (1,156)             -           (1,156)
                                                                                                                     ---------------
        Total comprehensive income                                                                                              679
                                                                                                                     ---------------
    Stock options exercised (60,040 shares)           60           346            -               -              -              406
    Cash dividends declared ($0.14 per share)          -             -         (719)              -              -             (719)
    Tax benefits related to common stock
      options exercised                                -            75            -               -              -               75
                                               ----------  ------------  -----------  --------------  -------------  ---------------

Balance, March 31, 1999                          $ 5,713      $ 17,842     $ 32,877          $ (331)      $ (5,744)        $ 50,357
                                               ==========  ============  ===========  ==============  =============  ===============


Balance, December 31, 1999                       $ 5,831      $ 18,507     $ 36,293       $ (11,611)      $ (7,488)        $ 41,532
                                                                                                                     ---------------
    Net income                                         -             -        2,028               -              -            2,028
    Decrease in net unrealized loss on
      securities available-for-sale                    -             -            -             110              -              110
                                                                                                                     ---------------
        Total comprehensive loss                                                                                              2,138
                                                                                                                     ---------------
    Stock options exercised (46,843 shares)           47           211            -               -              -              258
    Cash dividends declared ($0.155 per share)         -             -         (812)              -              -             (812)
    Treasury stock purchased (30,000 shares)           -             -            -               -           (441)            (441)
    Tax benefits related to common stock
      options exercised                                -            90            -               -              -               90
                                               ----------  ------------  -----------  --------------  -------------  ---------------

Balance, March 31, 2000                          $ 5,878      $ 18,808     $ 37,509       $ (11,501)      $ (7,929)        $ 42,765
                                               ==========  ============  ===========  ==============  =============  ===============
</TABLE>


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

                                      -5-
<PAGE>


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.
<TABLE>
<CAPTION>
<S>                                                            <C>          <C>
                                                                   Three Months Ended
                                                                        March 31,
(in thousands)                                                      2000           1999
---------------------------------------------------------------------------------------
                                                                       (unaudited)
Cash flows from operating activities:
    Net income                                                  $   2,028    $   1,835
                                                                ----------   ----------
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Amortization of bond premiums (accretion
          of discounts), net                                         (797)        (301)
        Deferred income tax provision (benefit)                      (154)         239
        Provision for loan losses                                     118           30
        Provision for foreclosed real estate losses                     -           13
        Gain on sale of foreclosed real estate                         (8)           -
        Gains on sales of loans, originated for sale                 (150)         (38)
        Proceeds from sales of loans, originated for
          sale                                                      7,836        2,563
        Loans originated for sale                                  (9,495)      (2,743)
        Amortization of deferred loan points                          (36)         (76)
        Net securities gains                                         (158)        (402)
        Net trading account losses                                     64           27
        Depreciation and amortization                                 201          195
        Decrease (Increase) in trading account                         72         (265)
        Increase in accrued income receivable                        (316)        (221)
        Increase in other assets                                      (22)        (292)
        (Decrease) increase in other liabilities                     (212)       1,066
                                                                ----------   ----------
             Total adjustments                                     (3,057)        (205)
                                                                ----------   ----------
             Net cash (used for) provided by operating
               activities                                          (1,029)       1,630
                                                                ----------   ----------

Cash flows from investing activities:
    Purchases of securities available-for-sale                    (28,919)     (49,168)
    Proceeds from sales of securities available-for-sale           15,910       30,216
    Proceeds from maturities of securities                              -       10,574
    Paydowns on mortgage-backed securities                          1,568        6,583
    Purchases of Federal Home Loan Bank stock                      (1,650)           -
    Net increase in loans                                          (3,360)      (9,935)
    Purchases of premises and equipment, net                          (51)         (38)
    Proceeds from sales of foreclosed real estate, net                 74            -
                                                                ----------   ----------
             Net cash used for investing activities               (16,428)     (11,768)
                                                                ----------   ----------

Cash flows from financing activities:
    Net increase (decrease) in time deposits                        4,481          (17)
    Net decrease in other deposits                                 (4,469)      (2,766)
    Net (decrease) increase in Federal funds purchased
      and repurchase agreements                                   (26,779)      15,703
    Proceeds from other borrowings                                123,500        3,000
    Repayment of  other borrowings                                (87,000)      (2,000)
    Proceeds from exercise of stock options                           258          406
    Repurchase common stock                                          (441)           -
    Cash dividends paid                                              (812)        (719)
                                                                ----------   ----------
             Net cash provided by financing activities              8,738       13,607
                                                                ----------   ----------

             Net (decrease) increase in cash and cash
               equivalents                                         (8,719)       3,469
Cash and cash equivalents at beginning of period                   20,619       11,178
                                                                ----------   ----------

Cash and cash equivalents at end of period                     $   11,900   $   14,647
                                                                ==========   ==========

Noncash Investing and Financing Activities:
    Decrease in net unrealized loss/gain on securities
      available-for-sale                                         $    110   $   (1,156)
    Transfer of loans to foreclosed real estate                       129            -
</TABLE>

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

                                      -6-
<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  and  one  branch  in
Wallingford,  Connecticut.  It has two subsidiaries,  BCI Financial  Corporation
("BCIF") and SSB Mortgage Corporation ("SSBM"). BCIF is an indirect auto finance
subsidiary located in Southington, Connecticut. SSBM, which commenced operations
during the first quarter of 1999, is a passive investment company formed to take
advantage  of changes in  Connecticut  state tax  statutes.  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 March 31, 2000,  the
consolidated  condensed statements of income,  consolidated condensed statements
of changes in shareholders' equity and consolidated condensed statements of cash
flows for the  three  month  periods  ended  March  31,  2000 and 1999 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 March 31, 2000 and the results of operations,
changes in shareholders' equity and cash flows for the three month periods ended
March 31, 2000 and 1999.  Results of operations for the three month period ended
March 31, 2000 is not necessarily indicative of results for any other period.

The statement of condition as of December 31, 1999,  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, 1999.

                                      -7-
<PAGE>


NOTE 2 - SECURITIES

The amortized cost, gross unrealized gains and losses and estimated market
values of securities available-for-sale as of March 31, 2000 and December 31,
1999 were as follows:

                                                 March 31, 2000
                                ------------------------------------------------
                                                 Gross       Gross    Estimated
                                  Amortized    Unrealized  Unrealized   Market
                                    Cost         Gains       Losses     Value
                                ------------------------------------------------
                                                 (in thousands)
United States Government
  and agency obligations            $ 63,767      $ -    $ (10,424)   $ 53,343
Municipal bonds                        5,607        7         (162)      5,452
Corporate bonds                          946        -          (22)        924
Mortgage-backed securities           101,090       40       (3,687)     97,443
Capital trust preferreds              31,312       20       (2,802)     28,530
Marketable equity securities          40,838    1,332       (2,209)     39,961
Mutual funds                             922      492          (11)      1,403
                                   ---------  -------    ----------  ---------
                                   $ 244,482  $ 1,891    $ (19,317)  $ 227,056
                                   =========  =======    ==========  =========



                                                 December 31, 1999
                                ------------------------------------------------
                                                 Gross       Gross    Estimated
                                  Amortized    Unrealized  Unrealized   Market
                                    Cost         Gains       Losses     Value
                                ------------------------------------------------
                                                 (in thousands)
    United States Government
      and agency obligations       $  60,867  $     -   $  (10,939)   $ 49,928
    Municipal bonds                    5,356        8         (132)      5,232
    Corporate bonds                      944        -          (21)        923
    Mortgage-backed securities        87,378        1       (3,811)     83,568
    Capital trust preferreds          29,131       50       (2,582)     26,599
    Marketable equity securities      47,670    1,461       (1,939)     47,192
    Mutual funds                         740      326          (13)      1,053
                                ------------  -------   -----------  ---------
                                   $ 232,086  $ 1,846    $ (19,437)  $ 214,495
                                ============  =======   ===========  =========


                                      -8-

<PAGE>


NOTE 3 - LOANS

The composition of the loan portfolio was:

                                                  March 31,         December 31,
                                                     2000               1999
                                                ------------         -----------
                                                        (in thousands)
    Commercial                                  $  63,160           $  56,828
    Commercial real estate                         48,251              47,961
    Residential real estate                       130,421             131,942
    Real estate construction                        2,455               3,250
    Consumer                                       76,902              76,112
                                                ------------         -----------
                                                  321,189             316,093
    Less:
      Deferred loan fees                             (734)               (702)
      Allowance for loan losses                    (5,787)             (5,681)
                                                ------------         -----------
        Total loans                            $  314,668           $ 309,710
                                                ===========-         ===========




NOTE 4 - ALLOWANCE FOR LOAN AND FORECLOSED REAL ESTATE  LOSSES

Changes in the allowances were:

                                                         Three Months Ended
                                                              March 31,
                                                  ------------------------------
                                                      2000              1999
                                                  -----------      -------------
                                                           (in thousands)
Allowance for loan losses:
    Balance, beginning of year                    $  5,681          $  5,549
    Provision for loan losses                          118                30
    Loans charged-off                                  (98)              (25)
    Recoveries                                          86                26
                                                -----------      -------------
    Balance, end of period                         $ 5,787           $ 5,580
                                                ===========      =============
Allowance for foreclosed real estate losses:
    Balance, beginning of year                     $    50           $    50
    Provision for losses                                 -                13
    Write-downs, net                                     -               (13)
                                                -----------      -------------
    Balance, end of period                            $ 50              $ 50
                                                ===========      =============

                                      -9-

<PAGE>


NOTE 5 - NONPERFORMING ASSETS

The balances of nonperforming assets were:

                                                         March 31, December 31,
                                                            2000        1999
                                                       ----------- ------------
                                                       (dollars in thousands)
      Nonaccrual loans:
        Commercial                                      $    112    $    420
        Commercial real estate                                22           -
        Residential real estate                              640         857
        Consumer                                             134         127
                                                        ----------- ------------
          Total nonaccrual loans                             908       1,404
      Accruing loans past due 90 days or more                  -           -
                                                       ----------- ------------
          Total nonperforming loans                          908       1,404
      Foreclosed real estate                                 251         195
                                                       ----------- ------------

           Total nonperforming assets                    $ 1,159     $ 1,599
                                                       =========== ============

      Nonperforming loans as a percentage
           of total loans                                  0.28%       0.44%
                                                       =========== ============

      Nonperforming assets as a percentage
           of total assets                                 0.20%       0.28%
                                                       =========== ============


NOTE 6 - DEPOSITS

Deposits consisted of the following:

                                                March 31,           December 31,
                                                  2000                  1999
                                             --------------         -----------
                                                         (in thousands)

Noninterest-bearing demand deposits            $  36,691            $  40,905
NOW accounts                                      48,787               49,380
Regular savings                                   70,732               69,534
Money market savings                              30,965               31,825
Certificates of deposit                          160,759              156,530
Club accounts                                        519                  267
                                             --------------         -----------
      Total deposits                          $  348,453            $ 348,441
                                             ==============         ===========


                                      -10-
<PAGE>


NOTE 7 - FUNDS BORROWED

Funds borrowed consisted of the following:
                                                     March 31,      December 31,
                                                       2000             1999
                                                   --------------    -----------
                                                          (in thousands)

Federal funds purchased                              $   2,500        $  2,100
Securities sold under repurchase agreements             57,520          84,699
Federal Home Loan Bank advances                        120,830          72,830
Federal Reserve Bank advances                                -          11,500
                                                   --------------    -----------
      Total funds borrowed                          $  180,850       $ 171,129
                                                   ==============    ===========



NOTE 8 - PER COMMON SHARE DATA

Basic  earnings per share is computed  using the weighted  average common shares
outstanding  during the periods  presented.  The computation of diluted earnings
per share is similar to the  computation  of basic earnings per share except the
denominator is increased to include the number of additional  common shares that
would have been outstanding if dilutive potential common shares had been issued.
The shares used in the  computations  for the three  months ended March 31, 2000
and 1999 were as follows:

                                                       2000             1999
                                                     --------         -------
                                                          (in thousands)
Basic                                                 5,225            5,157
Effect of dilutive stock options                        250              367
                                                     --------         -------

Diluted                                               5,475            5,524
                                                     ========         =======


NOTE 9 - SHAREHOLDERS' EQUITY

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

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


                                      -11-
<PAGE>

The following table presents the components and related tax effects allocated to
other comprehensive income for the three month period ended March 31, 1999.

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

  Net unrealized losses on securities
    arising during the period
  Less: reclassification adjustment      $  (1,351)      $  (460)      $   (891)
    for gains realized
    in net income                              402           137            265
                                         ----------      --------      ---------
  Net unrealized losses on securities    $  (1,753)      $  (597)      $ (1,156)
                                         ==========      ========      =========



On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of its  outstanding  common shares over the next twelve months.  On
April 20, 2000,  this share  buyback  program was  terminated.  Pursuant to that
program,  the Corporation  purchased 136,338 shares of its outstanding shares of
common stock, or 2.6% of its  outstanding  shares as of April 21, 1999 and April
29, 2000.

On April 19, 2000, the  Corporation's  Board of Director's  voted to authorize a
new share  buyback  program of up to 5% (262,000) of its  outstanding  shares of
common  stock  over the next year.  Purchases  are made from time to time in the
open market and  through  private  transactions.  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 May 8, 2000, the  Corporation  repurchased
25,000 shares at an average price of $14.78.

                                      -12-

<PAGE>


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


                      COMPARISON OF THE THREE MONTH PERIODS
                          ENDED MARCH 31, 2000 AND 1999

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  increased  $12,561,000  or 5.9% to
$227,056,000  as of March 31, 2000 from  $214,495,000  as of December  31, 1999.
Purchases of securities  net of proceeds from  maturities  and sales  (excluding
realized  gains)  and  paydowns  on  mortgage-backed   securities   amounted  to
$11,441,000  during the first quarter of 2000.  This increase in securities  was
primarily  funded by additional net borrowings of $9,721,000 in order to enhance
net interest income.  Net unrealized losses in the securities  portfolio totaled
$17,426,000 as of March 31, 2000 compared to unrealized losses of $17,591,000 as
of December 31, 1999.

As of March 31,  2000,  approximately  47.5% or  $19,000,000  of the  marketable
equity  securities  portfolio  was comprised of money market  preferred  stocks.
These securities are highly liquid, reprice every 49 days and are subject to the
tax advantages of the Federal dividends received deduction in 2000 and 1999.

LOANS - Loans increased  $5,096,000 or 1.6% to $321,189,000 as of March 31, 2000
from $316,093,000 as of December 31, 1999 primarily due to increased  commercial
loan  volume.  Commercial  loans and  commercial  real  estate  loans  increased
$6,622,000 or 6.3% and  represented  34.7% of the loan portfolio as of March 31,
2000. Purchased Small Business  Administration loans accounted for $4,769,000 of
this commercial loan increase.

DEPOSITS - Total  deposits  as of March 31,  2000 in the amount of  $348,453,000
remained  relatively  unchanged  compared to the $348,441,000 as of December 31,
1999.  The increase in time deposits of $4,481,000 was  principally  offset by a
decrease in noninterest-bearing demand deposits of $4,214,000.

BORROWINGS  - Advances  from the Federal  Home Loan Bank of Boston (the  "FHLB")
increased by $48,000,000 or 65.9% to  $120,830,000 as of March 31, 2000 compared
to $72,830,000 as of year end 1999.  Federal Reserve Bank advances  decreased by
$11,500,000 during the quarter resulting in no outstanding  advances as of March
31,  2000.  In addition,  Federal  funds  purchased  and  securities  sold under
agreements to repurchase  decreased  $26,779,000  or 30.9% to  $60,020,000  from
$86,799,000.  The  resultant  net  increase  of  $9,721,000  in  borrowings  was
primarily  utilized to fund the Bank's net purchases of securities.  As of March
31, 2000,  broker/dealer  repurchase agreements and retail repurchase agreements
totaled $41,540,000 and $15,980,000, respectively.

CHANGES IN RESULTS OF OPERATIONS

EARNINGS  - Net income  for the  quarter  ended  March 31,  2000 was  $2,028,000
compared to $1,835,000 for the first quarter of 1999, an increase of 10.5%. On a
diluted per common share basis,  the  Corporation  earned $.37 per share in 2000
compared  to $.33 per  share in  1999.  Increases  in net  interest  income  and
noninterest  income  (exclusive  of  securities  gains),   partially  offset  by
increased  noninterest  expense  and a higher  provision  for loan  losses  were
principally  responsible  for the improved  operating  results.  The  annualized

                                      -13-

<PAGE>

return on average assets for the quarter ended March 31, 2000 was 1.44% compared
to 1.40% for the same quarter last year while the return on average  equity rose
to 19.53% from 14.69% the previous  year.  The increase in the return on average
equity was due to the increase in net income  compared to the prior year quarter
as well as the increase in net unrealized losses in the securities portfolio and
the common stock  purchases under the  Corporation's  share  repurchase  program
which reduced average equity.

NET INTEREST  INCOME - Net interest  income,  the  difference  between  interest
earned on interest  earning  assets and  interest  expense  incurred on interest
bearing   liabilities,   is  a  significant   component  of  the   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 $50,580,000 or 9.9% to $559,616,000
for the three months ended March 31, 2000 from $509,036,000 for the same quarter
in 1999.

For the  three  months  ended  March  31,  2000 net  interest  income,  on a tax
equivalent  basis,  increased  $627,000 or 13.3%  compared to the same period in
1999  mainly  as a result of  increases  in the  average  volume of the loan and
invested funds  portfolios of $27,055,000  and  $23,525,000,  respectively,  and
favorable  rate  variances  with respect to  investments.  In addition,  average
noninterest  bearing demand  deposits were $3,105,000 or 9.2% higher during 2000
compared to 1999 which  helped  reduce the average  cost of funds and thus had a
positive effect on net interest income.

The ratio of net interest  income to average  interest  earning  assets on a tax
equivalent  basis was 3.81% for the quarter  ended  March 31,  2000  compared to
3.70% for the same period in 1999. A  proportionately  greater rise in yields on
earning  assets  compared  with  interest  rates on sources  of funds  helped to
achieve the increase in the interest rate margin in 2000  compared to 1999.  If,
however, short-term interest rates continue to rise, some compression in the net
interest  margin is  likely to occur.  Average  yields  were  computed  on a tax
equivalent  basis using a Federal income tax rate of 34% for 2000 and 1999 and a
state  income  tax rate of 0.0%  for both  periods,  due to the  formation  of a
passive investment company in 1999.

PROVISION  FOR LOAN LOSSES - For the three months ended March 31, 2000 and 1999,
the provisions for loan losses were $118,000 and $30,000, respectively. Net loan
charge-offs  totaled  $12,000 for the first quarter of 2000 compared to net loan
recoveries of $1,000 for the same period in 1999.  The allowance for loan losses
was  $5,787,000 or 1.80% of  outstanding  loans as of March 31, 2000 compared to
$5,580,000  or 1.89% of  outstanding  loans as of March 31, 1999.  Nonperforming
loans were  $908,000 as of March 31, 2000 and  $1,115,000  as of March 31, 1999,
representing .28% and .38%, respectively, of outstanding loans.

Management   regularly  monitors  and  has  established  a  formal  process  for
determining the adequacy of the allowance for loan losses.  This process results
in an allowance that consists of two components,  allocated and unallocated. The
allocated  component  includes  allowance  estimates  that result from analyzing
certain  individual loans (including  impaired loans),  and specific loan types.
The policy of the Bank is to review all commercial loans and delinquent consumer
loans quarterly.  Up to a total of nine risk rating  classifications are used to
describe the credit risk associated with commercial and consumer loans. Of these
classifications,  the problem loan categories are: "substandard," "doubtful" and
"loss."  Loans  designated  loss are  charged-off  quarterly.  A risk  factor is
assigned by loan type to loans within each  classification  in  determining  the
respective  allowance.  For loans that are  analyzed  individually,  third-party
information such as appraisals may be used to supplement  management's analysis.
For loans that are analyzed on a pool basis, such as residential  mortgage loans
(1-4 family),  management's  analysis consists of reviewing  delinquency trends,
historical  charge-off  experience,  prevailing  economic  conditions,  size and
current  composition of the loan  portfolio,  collateral  value trends and other
relevant factors. The unallocated  component of the allowance for loan losses is
intended to  compensate  for the  subjective  nature of  estimating  an adequate
allowance  for loan  losses,  economic  uncertainties,  and other  factors.  The
unallocated  portion of the allowance for loan losses was $1,657,000 as of March
31, 2000 compared to $1,580,000 as of December 31, 1999.


                                      -14-
<PAGE>

NONINTEREST INCOME - Total noninterest  income,  excluding net securities gains,
net trading  account  losses and trust fees,  increased  by $288,000 or 64.1% to
$737,000 in the first quarter of 2000 from $449,000 for the same period in 1999.
Call options premiums  increased  $73,000 for the first quarter of 2000 compared
to 1999.  Brokerage  servicing fees  increased  $52,000 for the first quarter of
2000 compared to 1999 due to higher sales  volume.  The gains on sales of loans,
originated  for sale,  increased  $112,000  or 294.7% in 2000  compared  to 1999
primarily as a result of loans  generated for sale into the secondary  market by
BCIF, the Bank's indirect auto finance company. Other income totaled $118,000 in
2000 compared to $80,000 in 1999,  representing an increase of $38,000 or 47.5%.
This  increase  reflected  increased fee income of $29,000 from  insurance  fees
recorded by the Bank.

During  the  first  quarter  of  2000,  the  Corporation  recognized  total  net
securities  gains  of  $158,000  on the  sale of  securities  available-for-sale
compared to net securities gains of $402,000 in 1999, a decrease of $244,000. In
addition,  there were no trust fees recorded in 2000 as compared to $153,000 for
1999 as a result of the sale of the  Bank's  trust  operations  during the third
quarter of 1999.  Net  trading  account  losses  totaled  $64,000  for the first
quarter of 2000 compared to $27,000 for the same period in 1999.

NONINTEREST   EXPENSE  -  Operating  expenses  increased  $101,000  or  3.5%  to
$2,964,000 in the first quarter of 2000 from $2,863,000 in 1999.

Salaries and employee  benefits  were $85,000 or 5.3% higher in 2000 compared to
1999. This increase reflects higher commission salaries of $37,000 and scheduled
employee annual salary increases partially offset by no trust operation salaries
and benefits in 2000 as compared to approximately  $71,000 in 1999. Higher group
medical  and  retirement  benefit  costs of $32,000  were more than  offset by a
decreased  utilization  of  temporary  employees  during  2000 in the  amount of
$48,000.

The expenses  related to furniture  and equipment  increased  $21,000 or 8.8% to
$261,000 for the first  quarter of 2000 compared to $240,000 for the same period
in 1999. Higher computer maintenance expenses of $12,000 during 2000 as compared
to 1999 were the primary reason for the increase.

Advertising expense increased $43,000 or 59.7% to $115,000 for the first quarter
of 2000 compared to $72,000 for the same period in 1999 primarily as a result of
increases  in  advertising  expenditures  to promote  the Bank and its  products
including Internet banking to its consumer customers.

The decrease in other  noninterest  expenses of $63,000 or 9.4%  reflected a net
decrease in a number of miscellaneous  expense categories.  The most significant
decreases  in these  categories  were  $42,000 of expenses  incurred in 1999 for
outside fund management fees and other operating expenses for the internal trust
operations  of the Bank,  which was sold during the third  quarter of 1999,  and
$16,000 of net foreclosed real estate activity.

PROVISION FOR INCOME TAXES - The provision for income taxes for the three months
ended  March  31,  2000  and  1999  was  $863,000  and  $736,000,  respectively,
representing effective tax rates of 29.9% and 28.6%, respectively. The effective
income  tax  rates  are  below  statutory  rates  primarily  as a result  of the
dividends  received  deduction and the  establishment of the passive  investment
company.

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

                                      -15-
<PAGE>

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 2000 or 1999, and none were outstanding as of March 31, 2000.

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 March 31, 2000, qualified collateral totaled  $163,023,000.  The
Bank's actual borrowings on that date were $120,830,000.

The  inflow and  outflow  of funds is  detailed  in the  consolidated  condensed
statements  of cash flows for the three months ended March 31, 2000 and 1999 and
is summarized below.

During the current period, cash and cash equivalents decreased by $8,719,000, as
net cash used for operating and investing activities of $17,457,000 exceeded the
net cash provided by financing activities of $8,738,000.

Net  cash  used for  investing  activities,  which  primarily  reflects  the net
redeployment of funds into the loan and securities  portfolios,  was $16,428,000
for the three months ended March 31, 2000.  During this period,  the Corporation
experienced net  originations  of loans totaling  $3,360,000 and a net increased
investment  in  securities  in the  amount of  $11,441,000,  which  were  funded
primarily by increased borrowings.

The net cash provided by financing activities of $8,738,000 for the three months
ended March 31, 2000  primarily  reflected net increases in funds  borrowed from
the FHLB of $48,000,000 partially offset by decreases in funds borrowed from the
Federal  Reserve Bank of $11,500,000  and Federal funds purchased and repurchase
agreements of $26,779,000.

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

CAPITAL  RESOURCES  -  The  Bank  is  subject  to  various   regulatory  capital
requirements  administered  by the  Federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory,  and possibly
additional discretionary,  actions by regulators that, if undertaken, could have
a direct  material  effect on the Bank's  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Bank  must  meet  specific  capital  guidelines  that  involve  quantitative
measures of the Bank's assets, liabilities,  and certain off-balance-sheet items
as calculated under regulatory accounting practices.  The Bank's capital amounts
and  classifications  are  also  subject  to  quantitative   judgements  by  the
regulators about components, risk weightings and other factors.

                                      -16-
<PAGE>

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain  minimum amounts and ratios (set forth in the table
below) of total  and Tier 1  capital  (as  defined),  and of Tier 1 capital  (as
defined) to average assets (as defined).  Management  believes,  as of March 31,
2000,  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>
<S>                                               <C>        <C>           <C>
                                                                            To Be Well Capitalized
                                                                            Under Prompt Corrective
                                                        Actual                 Action Provisions
                                                  ------------------        -----------------------
                                                    Amount   Ratio           Amount        Ratio
                                                  -------   --------        ---------     ---------
    As of March 31, 2000:
      Total Capital (to Risk Weighted Assets)      $ 52,254   14.56  %  >/= $ 35,899 >/=     10.0 %
      Tier I Capital (to Risk Weighted Assets)       47,751   13.30     >/=   21,539 >/=      6.0
      Tier I Capital (to Average Assets)             47,751    8.50     >/=   28,076 >/=      5.0
</TABLE>

On January 19, 2000, the Board of Directors of the  Corporation  declared a cash
dividend  of $.155 per  common  share  which was paid on  February  15,  2000 to
shareholders  of record on February 1, 2000.  Subsequent to March 31, 2000,  the
Board of  Directors  of the  Corporation  declared a cash  dividend  of $.17 per
common share payable on May 16, 2000 to  shareholders  of record on May 1, 2000.
The  Corporation's  improvement in earnings for the first quarter of 2000 led to
the 9.7% increase in its dividend to shareholders.

On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% (260,000) of its  outstanding  common shares over the next twelve months.  On
April 20, 2000,  this share  buyback  program was  terminated.  Pursuant to that
program,  the Corporation  purchased 136,338 shares of its outstanding shares of
common stock, or 2.6% of its  outstanding  shares as of April 21, 1999 and April
29, 2000.

On April 19, 2000, the  Corporation's  Board of Director's  voted to authorize a
new share  buyback  program of up to 5% (262,000) of its  outstanding  shares of
common  stock  over the next year.  Purchases  are made from time to time in the
open market and  through  private  transactions.  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 May 8, 2000, the  Corporation  repurchased
25,000 shares at an average price of $14.78.

YEAR 2000

PROJECT PLAN

Management recognized the major impact the Year 2000 computer chip problem would
have on all corporations  doing business.  The following plan was implemented to
identify  critical  systems that had to be modified to avoid any  disruption  of
daily business.  The  implementation  of the project plan has been  successfully
completed.

AWARENESS  PHASE:  Management  created a Year 2000  project  team to  develop an
overall Year 2000  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 were 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
had been  certified  Year  2000  compliant.  This new data  processing  solution
addressed many of the Bank's mission critical applications.  The risk assessment
phase included the  development of  contingency  plans for all mission  critical
applications.  The risk assessment  phase was completed on December 31, 1998 and
the contingency plan was completed on June 30, 1999.

                                      -17-
<PAGE>

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  provided for the testing of hardware,  software,
interfaces  and  integration  with other systems.  It also included  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  became certified they were considered to
be placed into service. Management assessed the impact of any system failing the
certification  tests and  implemented  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 had 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.

Year 2000 external readiness costs,  consisting  primarily of labor costs in the
testing and validation of systems,  professional  consulting costs and marketing
costs to keep customers informed of Year 2000 progress, approximated $100,000 in
1999.  The Bank does not expect to incur any  additional  significant  Year 2000
costs.

RISKS AND CONTINGENCIES

Based upon a  self-assessment  of its current  Year 2000  readiness,  management
believed the greatest Year 2000  uncertainties and exposures were not within its
own technological  systems but within its third-party  vendor  relationships and
its commercial  borrowers.  Since the Year 2000 date change,  there have been no
technological  problems with  third-party  vendors and the Bank's loan portfolio
has not been  adversely  affected by Year 2000 issues  related to 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. Since the Year 2000 date change, the Bank has
not experienced any disruptions to customer  service or system failures  related
to any of its core processing systems.


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

                                      -18-
<PAGE>



AVERAGE STATEMENTS OF CONDITION, NET INTEREST INCOME AND INTEREST RATES(a)
<TABLE>
<CAPTION>
<S>                                           <C>           <C>            <C>           <C>         <C>           <C>

                                                                      Three Months Ended March 31,
                                              -----------------------------------------------------------------------------
                                                             2000                                    1999
---------------------------------------------------------------------------------------------------------------------------
                                                  Average                   Yield/        Average                   Yield/
 (dollars in thousands)                           Balance    Interest       Rate(c)       Balance    Interest       Rate(c)
---------------------------------------------------------------------------------------------------------------------------
 Assets

 Interest-earning assets:
      Loans(b)                                   $315,356     $ 6,405        8.12%       $288,301     $ 5,788        8.03%
      Taxable investment securities(c)            227,484       3,949        6.94%        213,080       3,385        6.35%
      Municipal bonds(c)                            5,554         109        7.85%          3,543          61        6.89%
      Federal funds sold                            5,403          76        5.63%            837          10        4.78%
      Other interest-earning assets                 5,819          98        6.74%          3,275          47        5.74%
                                                 --------     -------                    --------     -------
 Total interest-earning assets                    559,616      10,637        7.60%        509,036       9,291        7.30%
                                                              -------                                 -------
 Noninterest-earning assets                         4,959                                  16,212
                                                 --------                                --------
 Total Assets                                    $564,575                                $525,248
                                                 ========                                ========

 Liabilities and Equity

 Interest-bearing liabilities:
      NOW and savings deposits                   $147,630         928        2.51%       $147,835         919        2.49%
      Time deposits                               159,249       1,990        5.00%        159,577       1,979        4.96%
      Federal funds purchased and
           repurchase agreements                   68,813         922        5.36%         88,510       1,148        5.19%
      Other borrowings                            104,555       1,465        5.60%         42,599         540        5.07%
                                                 --------     -------                    --------      -------
 Total interest-bearing liabilities               480,247       5,305        4.42%        438,521       4,586        4.18%
                                                               -------                                 -------
Noninterest-bearing liabilities:
      Demand deposits                              36,805                                  33,700
      Other                                         5,979                                   3,057
 Shareholders' equity                              41,544                                  49,970
                                                 --------                                --------
Total Liabilities and
      Shareholders' Equity                       $564,575                                $525,248
                                                 ========                                ========
 Net interest income on a tax
      equivalent basis(c)                                       5,332                                   4,705
 Tax equivalent adjustment                                       (190)                                   (218)
                                                               -------                                 -------
 Net interest income                                          $ 5,142                                 $ 4,487
                                                               =======                                 =======

 Net interest spread (tax equivalent basis)                                  3.18%                                   3.12%
                                                                            ======                                  ======
 Net interest margin (tax equivalent basis)                                  3.81%                                   3.70%
                                                                            ======                                  ======



(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 2000 and 1999 and a state income tax rate of 0%
    in 2000 and 1999.
</TABLE>

                                      -19-
<PAGE>


RATE/VOLUME ANALYSIS
                                      Three Months Ended March 31, 2000
                                              Compared to 1999
                                      ----------------------------------
                                      Increase (Decrease)
                                             Due to
                                      --------------------
 (in thousands)                        Volume         Rate         Net(1)
------------------------------------------------------------------------
 Interest earned on:
      Loans                             $ 549         $ 68         $ 617
      Taxable investment securities       238          326           564
      Municipal bonds                      39            9            48
      Federal funds sold                   64            2            66
      Other interest-earning assets        42            9            51
                                       --------     --------      --------
           Total interest income          932          414         1,346
                                       --------     --------      --------
 Interest paid on:
      NOW and savings deposits             (1)          10             9
      Time deposits                        (4)          15            11
      Federal funds purchased and
           repurchase agreements         (263)          37          (226)
      Other borrowings                    863           62           925
                                       --------     --------      --------
           Total interest expense         595          124           719
                                       --------     --------      --------
 Change in net interest income          $ 337        $ 290         $ 627
                                       ========     =======       ========


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

                                      -20-
<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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

The Bank  manages  interest  rate  risk  through  an Asset  Liability  Committee
comprised of senior management. The committee monitors exposure to interest rate
risk on a quarterly  basis using both a traditional  gap analysis and simulation
analysis.  Traditional gap analysis identifies short and long-term interest rate
positions or exposure.  Simulation  analysis  measures the amount of  short-term
earnings  at risk  under both  rising and  falling  rate  scenarios.  The Bank's
interest  rate risk as of March 31,  2000 and  December  31,  1999  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.

                                      -21-
<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)

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

                                      -22-
<PAGE>

              4.2           Form of Stock Certificate (Incorporated by reference
                            to Exhibit 4.5 to the Registrant's Registration
                            Statement on Form S-8 (Registration
                            No. 33-333-2638))

              10.1          Employment 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 4.3 to the
                            Registrant's Registration Statement on Form S-8
                            (Registration No. 33-30146))

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

              27            Financial Data Schedule

         (b)      Reports on Form 8-K

The registrant did not file any Report on Form 8-K during the first quarter of
2000.

                                      -23-
<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:      MAY 8, 2000                     /S/   ROBERT D. MORTON
         -----------------------------      ----------------------------
                                                 Robert D. Morton
                                                 President and Chief
                                                    Executive Officer
                                                 (Principal Executive Officer)




Date:      MAY 8, 2000                      /S/   PHILLIP J. MUCHA
         ------------------------------      ----------------------------
                                                  Phillip J. Mucha
                                                  Chief Financial Officer
                                                    and Treasurer/Secretary
                                                  (Principal Accounting Officer)





                                      -24-
<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)

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

              4.2           Form of Stock Certificate (Incorporated by reference
                            to Exhibit 4.5 to the Registrant's Registration
                            Statement on Form S-8 (Registration
                            No. 33-333-2638))

              10.1          Employment 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 4.3 to the
                            Registrant's Registration Statement on Form S-8
                            (Registration No. 33-30146))

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

              27            Financial Data Schedule

                                      -25-