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, 1999

                                       OR

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

For the transition period from ___________________ to __________________

                        Commission File Number 34-0-25158

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

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

121 MAIN STREET, SOUTHINGTON, CONNECTICUT              06074
(Address of Principal Executive Offices)             (Zip Code)

Registrant's Telephone Number, Including Area Code  (860) 628-0351              
   
Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

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

COMMON STOCK, $1.00 PAR VALUE - 5,214,572 SHARES AS OF MAY 7, 1999             


                                        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, 1999 (unaudited) and
             December 31, 1998.................................................3

          Consolidated Condensed Statements of Income for the
             Three Months Ended
             March 31, 1999 and 1998 (unaudited)...............................4

          Consolidated Condensed Statements of Changes in Shareholders'
             Equity for the Three Months Ended
             March 31, 1999 and 1998 (unaudited)...............................5

          Consolidated Condensed Statements of Cash Flows for the
             Three Months Ended
             March 31, 1999 and 1998 (unaudited)...............................6

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

Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................12

Item 3.   Quantitative and Qualitative Disclosures About Market Risk..........20

PART II.

Item 1.   Legal Proceedings...................................................21

Item 2.   Changes in Securities and Use of Proceeds...........................21

Item 3.   Defaults Upon Senior Securities.....................................21

Item 4.   Submission of Matters to a Vote of Security Holders.................21

Item 5.   Other Information...................................................21

Item 6.   Exhibits and Reports on Form 8-K....................................21

Signatures....................................................................23



                                       2
<PAGE>



CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
BANCORP CONNECTICUT, INC.

                                                       March 31,    December 31,
(dollars in thousands, except per share data)            1999          1998
--------------------------------------------------------------------------------
                                                       (unaudited)     (Note 1)
Assets
Cash and due from banks                                 $   9,472    $   11,178
Federal funds sold                                          5,175             -
                                                      ------------   -----------
        Cash and cash equivalents                          14,647        11,178
                                                      ------------   -----------
Securities available for sale (at market value)           218,077       217,333
Trading account securities                                    437           172
Federal Home Loan Bank stock                                2,832         2,832
Loans                                                     295,084       284,839
Less:
Deferred loan fees                                          (795)         (850)
Allowance for loan losses                                 (5,580)       (5,549)
                                                      ------------   -----------
        Net loans                                         288,709       278,440
                                                      ------------   -----------
Premises and equipment                                      4,368         4,524
Accrued income receivable                                   3,298         3,077
Foreclosed real estate, net                                   321           334
Deferred taxes                                              2,258         1,901
Other assets                                                1,865         1,585
                                                      ------------   -----------
        Total assets                                   $  536,812    $  521,376
                                                      ------------   -----------

Commitments and Contingencies                                   -             -

Liabilities and Shareholders' Equity
Liabilities
Deposits                                               $  341,861    $  345,563
Advances from Federal Home Loan Bank of Boston             41,630        40,630
Federal funds purchased and securities sold under
    agreements to repurchase                               96,219        80,516
Accrued taxes, expenses and other liabilities               6,745         4,751
                                                      ------------   -----------
        Total liabilities                                 486,455       471,460
                                                      ------------   -----------

Shareholders' Equity
Preferred stock, no par value: authorized
    1,000,000 shares; none issued and
    outstanding                                                 -             -
Common stock, $1.00 par value: authorized
    7,000,000 shares; issued and outstanding 
    5,713,446 shares at March 31, 1999 and
    5,653,406 shares at December 31, 1998                   5,713         5,653
Additional paid-in capital                                 17,842        17,421
Retained earnings                                          32,877        31,761
Accumulated other comprehensive (loss) income                (331)          825
Treasury stock at cost: 519,498 shares at 
    December 31, 1998 and 1997                             (5,744)       (5,744)
                                                      ------------   -----------
        Total shareholders' equity                         50,357        49,916
                                                      ------------   -----------
        Total liabilities and shareholders' equity     $  536,812    $  521,376
                                                      ------------   -----------
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)           1999             1998
--------------------------------------------------------------------------------
                                                             (unaudited)
Interest income
    Interest on loans, including fees                   $   5,788   $   5,614
                                                        ----------  ----------
    Interest and dividends on 
     investment securities
      Interest income                                       2,646       1,976
      Dividend income                                         582         838
      Interest on trading account                               2           -
                                                        ----------  ----------
                                                            3,230       2,814
                                                        ----------  ----------
    Interest on federal funds sold                             10         121
    Other interest and dividends                               45          34
                                                        ----------  ----------
        Total interest income                               9,073       8,583
                                                        ----------  ----------
Interest expense
    Savings deposits                                          630         729
    Time deposits                                           1,979       2,238
    NOW accounts                                              289         212
                                                        ----------  ----------
                                                            2,898       3,179
    Interest on borrowed money                              1,688       1,308
                                                        ----------  ----------
        Total interest expense                              4,586       4,487
                                                        ----------  ----------
        Net interest income                                 4,487       4,096
Provision for loan losses                                      30         100
                                                        ----------  ----------
        Net interest income after provision
        for loan losses                                     4,457       3,996
                                                        ----------  ----------
Noninterest income
    Net securities gains                                      402         474
    Net trading account (losses) gains                       (27)          26
    Trust fees                                                153         141
    Service charges on deposit accounts                       182         160
    Brokerage servicing fees                                   55          81
    Other                                                     212         118
                                                        ----------  ----------
      Total noninterest income                                977       1,000
                                                        ----------  ----------
Noninterest expense
    Salaries and employee benefits                          1,599       1,254
    Furniture and equipment expense                           240         123
    Occupancy expense, net                                    156         126
    Professional services                                     180         135
    Data processing expense                                   123         190
    Advertising expense                                        72         103
    Foreclosed real estate provision (recoveries) and          
    expense, net                                               22         (10)
    FDIC assessments                                           10          10
    Other                                                     461         379
                                                        ----------  ----------
      Total noninterest expense                             2,863       2,310
                                                        ----------  ----------
        Income before income taxes                          2,571       2,686
Provision for income taxes                                    736         941
                                                        ----------  ----------
        Net income                                      $   1,835   $   1,745
                                                        ----------  ----------

Average common shares outstanding:
    Basic                                               5,156,638   5,095,589
    Diluted                                             5,524,443   5,557,818
Net income per common share:
    Basic                                               $    0.36   $    0.34
    Diluted                                             $    0.33   $    0.31

Dividends declared                                      $    0.14   $    0.13




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

                                       4
<PAGE>


<TABLE>
<CAPTION>
<S>                                                    <C>            <C>          <C>          <C>          <C>       <C>      

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
BANCORP CONNECTICUT, INC.
                                                                                                Accumulated
                                                                                                   Other
                                                                                               Comprehensive
                                                                       Additional                  Income                  Total
                                                        Common         Paid-In      Retained    Unrealized    Treasury Shareholders'
(dollars in thousands, except per share amounts)        Stock          Capital      Earnings    Gains(Losses)   Stock      Equity
---------------------------------------------------- -------------  ------------- ------------ -------------- --------  -----------
                                                                                                (unaudited)

Balance as of December 31, 1997                          $  5,612       $  17,051  $  28,149    $   1,879    $  (5,744)   $  46,947
                                                                                                                         -----------
    Net income                                                  -               -      1,745            -            -        1,745
    Increase in net unrealized gain on securities
      available-for-sale                                        -               -          -           37            -           37
                                                                                                                         -----------
         Total comprehensive income                                                                                           1,782
                                                                                                                         -----------
    Stock options exercised                                     7              58          -            -            -           65
    Cash dividends declared - $0.13 per share                   -               -       (662)           -            -         (662)
    Tax benefits related to common stock options
      exercised                                                 -              28          -            -            -           28
                                                     -------------  ------------- -----------  ----------- ------------  -----------

Balance as of March 31, 1998                             $  5,619       $  17,137  $  29,232    $   1,916    $  (5,744)   $  48,160
                                                     -------------  ------------- -----------  ----------- ------------  -----------


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

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

</TABLE>


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


                                       5
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                           <C>                 <C>      

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
BANCORP CONNECTICUT, INC.
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                          ----------------------------------
(dollars in thousands)                                                        1999                1998
------------------------------------------------------------------------------------------------------------
                                                                                     (unaudited)
Cash flows from operating activities
    Net income                                                                $   1,835           $   1,745
                                                                          --------------     ---------------
    Adjustments to reconcile net income to net cash provided
      by operating activities
        Deferred income tax provision                                               239                  28
        Net accretion and amortization of bond premiums
           and discounts                                                           (301)                (71)
        Provision for loan losses                                                    30                 100
        Provision for foreclosed real estate losses                                  13                  25
        Gain on sale of foreclosed real estate                                        -                 (62)
        Amortization of deferred loan points                                        (59)                (63)
        Realized investment security gains                                         (402)               (474)
        Depreciation expense                                                        195                 102
        (Increase) decrease in trading account                                     (238)                254
        Increase in accrued income receivable                                      (221)               (222)
        Increase in other assets                                                   (292)                (14)
        Increase in accrued expenses payable and other liabilities                2,059                 532
                                                                          --------------     ---------------
             Total adjustments                                                    1,023                 135
                                                                          --------------     ---------------
             Net cash provided by operating activities                            2,858               1,880
                                                                          --------------     ---------------

Cash flows from investing activities
    Purchases of securities available-for-sale                                  (49,168)            (58,323)
    Proceeds from sales of securities available-for-sale                         30,216               9,247
    Proceeds from maturities of securities                                       10,574               8,049
    Paydowns on mortgage-backed securities                                        6,583               4,063
    Purchases of Federal Home Loan Bank stock                                         -                (271)
    Net increase in loans                                                       (10,244)               (870)
    Purchases of premises and equipment, net                                        (38)               (396)
    Proceeds from sales of foreclosed real estate, net                                -                 449
                                                                          --------------     ---------------
             Net cash used in investing activities                              (12,077)            (38,052)
                                                                          --------------     ---------------

Cash flows from financing activities
    Net decrease in time deposits                                                   (17)             (3,889)
    Net (decrease) increase in other deposits                                    (3,685)             23,869
    Proceeds from borrowings                                                      3,000               5,000
    Repayment of borrowings                                                      (2,000)            (10,000)
    Net increase in Federal funds purchased and
      repurchase agreements                                                      15,703              19,959
    Proceeds from exercise of stock options                                         406                  65
    Cash dividends paid                                                            (719)               (662)
                                                                          --------------     ---------------
             Net cash provided by financing activities                           12,688              34,342
                                                                          --------------     ---------------

Net increase (decrease) in cash and cash equivalents                              3,469              (1,830)
Cash and cash equivalents at beginning of year                                   11,178              10,717
                                                                          --------------     ---------------

Cash and cash equivalents at end of year                                     $   14,647           $   8,887
                                                                          --------------     ---------------

Noncash Investing and Financing Activities
    Change in net unrealized gain on securities available-for-sale           $   (1,156)           $     37
    Transfer of loans to foreclosed real estate                                       -                 108
</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, 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 March 31, 1999 and 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,  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 March 31, 1999 and the results of operations,
the  changes in  shareholders'  equity  and  results of cash flows for the three
month periods ended March 31, 1999 and 1998. Results of operations for the three
month period ended March 31, 1999 is 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.


                                       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, 1999 and December 31,
1998 were as follows:
<TABLE>
<CAPTION>
<S>                                                        <C>                <C>           <C>             <C>     

                                                                                   March 31, 1999
                                                         -----------------------------------------------------------------
                                                                               Gross          Gross          Estimated
                                                            Amortized       Unrealized      Unrealized         Market
                                                              Cost             Gains          Losses           Value
                                                         ----------------  --------------  -------------   ---------------
                                                                                  (in thousands)

        United States Government and agency obligations         $ 75,133           $ 129         $ (423)         $ 74,839
        Municipal bonds                                            3,531              79             (4)            3,606
        Mortgage-backed securities                                74,593              82           (194)           74,481
        Capital trust preferreds                                  17,122             137           (479)           16,780
        Marketable equity securities                              47,597           1,426         (1,275)           47,748
        Mutual funds                                                 603              20              -               623
                                                         ----------------  --------------  -------------   ---------------
                                                               $ 218,579         $ 1,873       $ (2,375)        $ 218,077
                                                         ----------------  --------------  -------------   ---------------

</TABLE>

<TABLE>
<CAPTION>
<S>                                                        <C>                <C>           <C>             <C>     

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

</TABLE>





                                       8
<PAGE>


NOTE 3 - LOANS

The composition of the loan portfolio was:

                                                March 31,          December 31,
                                                   1999                 1998
                                               -----------     ----------------
                                                     (in thousands)

        Residential real estate                 $ 136,144            $ 137,326
        Commercial real estate                     43,546               42,408
        Real estate construction                    4,911                3,688
        Commercial                                 46,354               42,857
        Consumer                                   64,129               58,560
                                               -----------     ----------------
                                                  295,084              284,839
        Less:  Deferred loan fees                    (795)                (850)
               Allowance for loan losses           (5,580)              (5,549)
                                               -----------     ----------------
           Total loans                          $ 288,709            $ 278,440
                                               -----------     ----------------

NOTE 4 - ALLOWANCE FOR LOAN AND OTHER REAL ESTATE OWNED LOSSES

Changes in the allowances were:

                                                      Three Months Ended
                                                          March 31,
                                               --------------  ----------------
                                                      1999              1998
                                               --------------  ----------------
                                                      (in thousands)
      Allowance for loan losses:
        Balance at beginning of year                $  5,549          $  5,306
        Provision charged to expense                      30               100
        Loan charge-offs                                 (25)              (62)
        Recoveries                                        26                41
                                               --------------  ----------------
        Balance, end of period                       $ 5,580           $ 5,385
                                               --------------  ----------------

      Allowance for foreclosed real 
      estate losses:
        Balance at beginning of year                 $    50           $    25
        Provision charged to expense                      13                25
        Foreclosed real estate write-downs, net          (13)              (15)
                                               --------------  ----------------
        Balance, end of period                          $ 50              $ 35
                                               --------------  ----------------



                                       9
<PAGE>


NOTE 5 - NONPERFORMING ASSETS

                                                     March 31,    December 31,
                                                       1999           1998
                                                  -------------- --------------
                                                      (dollars in thousands)
      Nonaccrual loans
        Residential real estate                        $    693     $    705
        Commercial real estate                              120          402
        Commercial                                          189           60
        Consumer                                            113           98
                                                  --------------   ----------
           Total nonaccrual loans                         1,115        1,265
      Accruing loans past due 90 days or more                 -            -
                                                  --------------   ----------
           Total nonperforming loans                      1,115        1,265
      Other real estate owned                               321          334
                                                  --------------   ----------

           Total nonperforming assets                   $ 1,436      $ 1,599
                                                  --------------   ----------

      Nonperforming loans as a percentage of
        total loans                                       0.38%        0.44%
                                                  --------------   ----------

      Nonperforming assets as a percentage of
        total assets                                      0.27%        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  months ended March 31, 1999
and 1998 were as follows:

                                                  1999              1998
                                          ---------------   ---------------
                                                   (in thousands)

      Basic                                        5,157             5,096
      Effect of dilutive stock options               367               462
                                          ---------------   ---------------

      Diluted                                      5,524             5,558
                                          ---------------   ---------------



                                       10
<PAGE>


NOTE 7 - 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, 1999.

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

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

The following table presents the components and related tax effects allocated to
other comprehensive income for the three month period ended March 31, 1998.

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

      Net unrealized gains (losses
        on securities arising during the period    $535       (215)       $ 320
      Less: reclassification adjustment 
       for gains realized in net income             474       (191)         283
                                                  -------- ------------- -------
      Net unrealized gains (losses) on securities  $ 61      $ (24)       $  37
                                                  -------- ------------- -------


On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% of the Corporation's  currently outstanding shares of common stock. Purchases
will  be  made  from  time  to  time in the  open  market  and  through  private
transactions over the next year. The timing and amount of these transactions, to
be funded through available  corporate funds, will depend upon market conditions
and  corporate  requirements.  Shares  repurchased  will be held in treasury for
general  corporate  purposes  including  reissue  to  satisfy  the  exercise  of
outstanding  stock options.  As of March 31, 1999, the Corporation had 5,193,948
shares outstanding.

                                       11
<PAGE>


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


                      COMPARISON OF THE THREE MONTH PERIODS
                          ENDED MARCH 31, 1999 AND 1998


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


CHANGES IN FINANCIAL CONDITION

LOANS - Loans  increased  $10,245,000 or 3.60% to $295,084,000 at March 31, 1999
from  $284,839,000  at December  31, 1998  primarily  due to a higher  volume of
commercial  loan  originations  and loans  closed by BCI  Financial  Corporation
("BCIF"), the Bank's auto loan financing subsidiary.  Commercial loans increased
$3,497,000 or 8.16% and  represented  15.71% of the loan  portfolio at March 31,
1999. Consumer loans increased $5,569,000 or 9.51% primarily due to loans closed
by BCIF. At March 31, 1999, the consumer  portfolio of $64,129,000  consisted of
52.53% home equity loans and lines of credit,  39.05% automobile loans and 8.42%
other consumer loans.

At March 31, 1999, loans  collateralized  by residential real estate,  including
home  equity  loans and lines of  credit,  represented  58.65% of the total loan
portfolio.

DEPOSITS - Total deposits decreased $3,702,000 or 1.07% during the first quarter
of 1999 from $345,563,000 at December 31, 1998 primarily due to a net outflow of
$2,632,000 from commercial and municipal demand deposit accounts.

BORROWINGS  - Advances  from the Federal  Home Loan Bank of Boston (the  "FHLB")
increased by $1,000,000 or 2.46% during the first quarter of 1999 as compared to
December 31, 1998.  Federal funds purchased and securities sold under agreements
to repurchase  increased  $15,703,000 or 19.50% to $96,219,000 at March 31, 1999
as compared to December 31, 1998. As of March 31, 1999, broker/dealer repurchase
agreements and retail repurchase agreements totaled $80,617,000 and $13,477,000,
respectively.


CHANGES IN RESULTS OF OPERATIONS

EARNINGS - Net income for the quarter  ended March 31,  1999 was  $1,835,000  as
compared  to  $1,745,000  for the first  quarter of 1998,  an increase of 5.16%.
Increases in net interest income and lower provisions for loan losses and income
taxes offset by increased  noninterest expenses were the primary reasons for the
higher earnings.  The annualized  return on average assets for the quarter ended
March 31, 1999 was 1.40% as  compared  to 1.49% for the quarter  ended March 31,
1998.

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 low cost
deposits,  noninterest bearing deposits and shareholders'  equity, and the level
of   nonperforming   assets.  Average  interest  earning  assets   increased  by
$53,675,000 or 11.78% to $509,144,000  for the three months ended March 31, 1999
from $455,469,000 from the same period in 1998.

                                       12
<PAGE>

The  interest  rate spread was 3.12% for the three  months  ended March 31, 1999
compared to 3.27% for the same period in 1998. The ratio of net interest  income
to average interest earning assets on a fully tax equivalent basis was 3.70% for
the three months  ended March 31, 1999  compared to 3.90% for the same period in
1998.  The  decrease in the  interest  rate  spread in 1999  compared to 1998 is
primarily  attributable  to a  proportionately  greater  decrease in the average
yield on earning assets  compared with the average  interest rate of funds.  The
decrease in the average yield on earning  assets,  in turn, is  attributable  in
part to the Bank's increased investment in its securities portfolio at generally
lower yields than the then average  yield on the  existing  investment  and loan
portfolios.

For the three months ended March 31, 1999 the increase in net interest income of
$391,000 or 9.55% from 1998  reflected  increases  in the average  volume of the
invested funds and loan portfolios of $25,988,000 and $27,687,000, respectively.
In addition, average noninterest bearing demand deposits increased by $5,225,000
or 19.80% during 1999 compared to 1998 which helped reduce the cost of funds and
thus had a positive effect on net interest income.

PROVISION  FOR LOAN LOSSES - For the three months ended March 31, 1999 and 1998,
the provisions for loan losses were $30,000 and $100,000, respectively. Net loan
recoveries  totaled  $1,000 for the first three  months of 1999  compared to net
charge-offs  of $21,000  for the same  period in 1998.  The  allowance  for loan
losses  was  $5,580,000  or 1.89% of  outstanding  loans  as of March  31,  1999
compared  to  $5,385,000  or 2.05% of  outstanding  loans as of March 31,  1998.
Nonperforming  loans were  $1,115,000 as of March 31, 1999 and  $2,687,000 as of
March 31, 1998, representing .38% and 1.02%, 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.

NONINTEREST  INCOME - Total noninterest  income decreased by $23,000 or 2.30% to
$977,000 in the first three months of 1999 from  $1,000,000  for the same period
in 1998. During the first three months of 1999, the Corporation recognized total
net  securities  gains of $402,000 on the sale of securities  available for sale
compared to $474,000 in 1998. Net trading account losses totaled $27,000 for the
first three months  compared to net trading gains of $26,000 for the same period
in 1998, a decrease of $53,000 or 203.85%. Other income totaled $212,000 in 1999
compared  to $118,000  in 1998,  representing  an increase of $94,000 or 79.66%.
This  increase  reflected  increased  fee  income  generated  by BCIF as well as
increased options call premiums recorded by the Bank.

NONINTEREST  EXPENSE  -  Operating  expenses  increased  $553,000  or  23.94% to
$2,863,000 in the first three months of 1999 from $2,310,000 in 1998.

Salaries and employee  benefits  were $345,000 or 27.51% higher in 1999 compared
to 1998  reflecting  scheduled  employee  annual salary  increases and increased
staffing  levels  due to the  start-up  of BCIF and the new  Wallingford  branch
facility in the second and third quarter of 1998, respectively.  Increased group
medical and payroll tax  expenses as well as an increase in the  utilization  of
temporary  employees  during 1999  contributed  to the higher  level of employee
expense.
                                       13
<PAGE>


The expenses  related to furniture  and  equipment  were  $240,000 for the first
three  months of 1999  compared  to  $123,000  for the same  period in 1998,  an
increase of $117,000 or 95.12%.  Higher  depreciation  and  maintenance  charges
related to the Bank's  installation of the new in-house core  processing  system
during the second quarter of 1998 were primarily responsible for the increase.

The increase in other noninterest  expenses of $82,000 or 21.64% reflected a net
increase in a number of miscellaneous  expense categories.  The most significant
increases  in these  categories  were  expenses  incurred  in 1999 for Year 2000
testing,  increased  expenditures  for telephone  service and computer  supplies
related to the new in-house core processing system and expenses incurred by BCIF
and the new Wallingford branch facility.

PROVISION FOR INCOME TAXES - The provision for income taxes for the three months
ended  March  31,  1999  and  1998  was  $736,000  and  $941,000,  respectively,
representing effective tax rates of 28.63% and 35.03%, respectively.

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

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 Board of
Directors'  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 March 31, 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 March 31, 1999, qualified collateral totaled  $122,652,331.  The
Bank's actual borrowings on that date were $41,630,000.

The  inflow and  outflow  of funds is  detailed  in the  consolidated  condensed
statements  of cash flows for the three months ended March 31, 1999 and 1998 and
is summarized below.

During the current period, cash and cash equivalents increased by $3,469,000, as
net cash provided by operating  activities and financing activities exceeded the
$12,077,000 of net cash used for investing activities.

Net  cash  used  for  investing   activities,   which  primarily   reflects  the
redeployment of funds into the securities and loan  portfolios,  was $12,077,000
for the three  months  ended March 31,  1999.  During the first three  months of
1999, the  Corporation  increased its investment in securities by $1,795,000 and
experienced net originations of loans totaling $10,244,000.

The net cash provided by financing activities of $12,689,000 for the first three
months of 1999  primarily  reflected  net  decreases  in deposits of  $3,702,000
partially  offset  by a  net  increase  in  funds  borrowed  from  the  FHLB  of
$1,000,000.   The  net  increase  in  Federal  funds  purchased  and  repurchase
agreements  of  $15,703,000  consisted  primarily  of  broker/dealer  repurchase
agreements which increased  $18,057,000 and have been primarily utilized to fund
the Bank's loan growth.

                                       14

<PAGE>


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

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain  minimum amounts and ratios (set forth in the table
below) of total  and Tier 1  capital  (as  defined),  and of Tier 1 capital  (as
defined) to average assets (as defined).  Management  believes,  as of March 31,
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>
 <S>                                                        <C>         <C>       <C>      <C>            
                                                                                            To Be Well Capitalized
                                                                                            Under Prompt Corrective
                                                                  Actual                       Action Provisions
                                                         ------------------------          --------------------------
                                                           Amount        Ratio               Amount        Ratio
                                                         -----------   ----------          ----------    ---------
      As of March 31, 1999:
        Total Capital (to Risk Weighted Assets)            $ 50,981        16.06  %   >/=    $31,748 >/=     10.0 %
        Tier I Capital (to Risk Weighted Assets)             46,993        14.80      >/=     19,049 >/=      6.0
        Tier I Capital (to Average Assets)                   46,993         8.98      >/=     26,175 >/=      5.0

</TABLE>


On January 20, 1999, the Board of Directors of the  Corporation  declared a cash
dividend of $.14 per common share  payable on February 16, 1999 to  shareholders
of record on  February  2,  1999.  Subsequent  to March 31,  1999,  the Board of
Directors of the  Corporation  declared a cash dividend of $.15 per common share
payable on May 17, 1999 to shareholders of record on May 3, 1999.

On April 21, 1999, the Corporation announced that it planned to repurchase up to
5% of the Corporation's  currently outstanding shares of common stock. Purchases
will  be  made  from  time  to  time in the  open  market  and  through  private
transactions over the next year. The timing and amount of these transactions, to
be funded through available  corporate funds, will depend upon market conditions
and  corporate  requirements.  Shares  repurchased  will be held in treasury for
general  corporate  purposes  including  reissue  to  satisfy  the  exercise  of
outstanding  stock options.  As of March 31, 1999, the Corporation had 5,193,948
shares outstanding.

                                       15

<PAGE>

YEAR 2000

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

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

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

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

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

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

                                       16
<PAGE>


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

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

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

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

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


                                       17
<PAGE>
<TABLE>
<CAPTION>
<S>                                            <C>          <C>            <C>        <C>           <C>            <C>


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

                                                                    Three Months Ended March 31,
                                            -----------------------------------------------------------------------------
                                               1999                                   1998
-------------------------------------------------------------------------------------------------------------------------
                                                Average                   Yield/       Average                    Yield/
 (dollars in thousands)                         Balance    Interest       Rate(c)      Balance     Interest       Rate(c)
-------------------------------------------------------------------------------------------------------------------------

 Assets
 Interest-earning assets:
  
      Loans(b)                                 $288,409     $ 5,788        8.03%      $260,722      $ 5,614        8.61%
      Taxable investment securities
        (at cost)(c)                            213,080       3,385        6.35%       179,839        3,096        6.89%
      Municipal Bonds(c)                          3,543          61        6.89%         3,341           59        7.06%
      Federal funds sold                            837          10        4.78%         9,076          121        5.33%
      Other interest-earning assets               3,275          47        5.74%         2,491           34        5.46%
                                               ---------    --------                  ---------     --------         
 Total interest-earning assets                  509,144       9,291        7.30%       455,469        8,924        7.84%
                                               ---------    --------                  ---------     --------         
 Noninterest-earning assets                      16,212                                 14,487
                                               =========                              ========
 Total Assets                                  $525,356                               $469,956
                                               =========                              ========

 Liabilities and Equity
 Interst-bearing liabilities:
      NOW and savings deposits                 $147,835     $   919        2.49%      $131,926      $  940         2.85%
      Time deposits                             159,577       1,979        4.96%       168,122       2,239         5.33%
      FHLB of Boston advances                    42,599         540        5.07%        23,066         356         6.17%
      Federal funds purchased and securities
        sold under agreements to repurchase      88,510       1,148        5.19%        69,880         952         5.45%
                                               ---------    --------                  ---------     --------         
 Total interest-bearing liabilities             438,521       4,586        4.18%       392,994       4,487         4.57%
                                               ---------    --------                  ---------     --------         
 Noninterest-bearing liabilities:
      Demand deposits                            31,620                                 26,395
      Other                                       5,245                                  3,219
 Shareholders' equity                            49,970                                 47,348
                                               ---------                              ---------              
 Total Liabilities and
    Shareholders' Equity                       $525,356                               $469,956
                                               =========                              =========
Net interest income before Federal tax
    equivalent adjustment                                     4,705                                  4,437
Federal tax equivalent adjustment                              (218)                                  (341)
                                                            --------                                --------
Net interest income                                         $ 4,487                                 $4,096
                                                            --------                                --------
Net interest spread (tax equivalent basis)                                 3.12%                                   3.27%
                                                                          ------                                  ------
Net interest margin (tax equivalent basis)                                 3.70%                                   3.90%
                                                                          ------                                  ------

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

</TABLE>


                                       18
<PAGE>



RATE/VOLUME ANALYSIS

                                                      1999 Compared to 1998
                                               -------------------------------
                                               Increase (Decrease)
                                                      Due to
                                               ---------------------
 (in thousands)                                 Volume       Rate      Net(1)
------------------------------------------------------------------------------
 Interest earned on:
      Loans                                     $  571     $ (397)    $  174
      Taxable investment securities                541       (252)       289
      Municipal bonds                                4         (2)         2
      Federal funds sold                          (100)       (11)      (111)
      Other interest-earning assets                 11          2         13
                                               --------   --------   --------
                                                 1,027       (660)       367
                                               --------   --------   --------
 Interest paid on:
      NOW and savings deposits                     106       (127)       (21)
      Time deposits                               (110)      (150)      (260)
      FHLB of Boston advances                      257        (73)       184
      Federal funds purchased and securities
         sold under agreements to repurchase       243        (47)       196
                                               --------   --------   --------
                                                   496       (397)        99
                                               --------   --------   --------
 Change in net interest income                  $  531     $ (263)     $ 268
                                               --------   --------   --------

(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.



                                       19
<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 similutation
analysis.  Traditional gap analysis identifies short and long-term interest rate
positions or exposure.  Simulation  analysis  measures the amount of  short-term
earnings  at risk  under both  rising and  falling  rate  scenarios.  the Bank's
interest rate risk has not significantly changed from the prior year.





















                                       20
<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 Registrants Registration Statement
                                   on Form S-4 (Registration No. 33-77696) the
                                   "Registration Statement"))

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

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

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

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

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

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

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

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

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

                                       21
<PAGE>


                  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
1999.

                                       22
<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 14,1999                             /s/Robert D. Morton             
                                               Robert D. Morton
                                               President and Chief
                                               Executive Officer
                                               (Principal Executive Officer)


Date:  MAY 14, 1999                            /s/ Wayne F. Patenaude
                                               Wayne F. Patenaude
                                               Treasurer and Secretary
                                               (Principal Accounting Officer)


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                                  EXHIBIT INDEX


                 EXHIBIT NO.       DESCRIPTION

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

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

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

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

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

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

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

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

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

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

                                       24
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                  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
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