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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, 1997

                                       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                               061394443
---------------------------------                ------------------
(State or other jurisdiction of                   (I.R.S. employer
 incorporation or organization)                  identification no.)



121 Main Street, Southington, CT                       06489
---------------------------------                   -----------
(Address of principal executive offices)             (zip code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 860-628-0351

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class                  Name of each exchange on which registered
  Not applicable                                   Not applicable
-------------------                  -----------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $1.00 per share

                                (Title of class)

         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

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         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of Bancorp Connecticut, Inc. (5,099,948 shares) totalled $103,911,441 (based
upon the closing price of $20.375 per share as quoted on the Nasdaq National
Market tier of The Nasdaq Stock Market) on March 23, 1998.

         5,097,048 shares of Bancorp Connecticut, Inc. Common Stock were
outstanding at March 18, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents and information are incorporated by reference
herein to the extent indicated under the appropriate item:

         (1)      The annual report to shareholders of Bancorp Connecticut,
                  Inc., for the fiscal year ended December 31, 1997 (hereinafter
                  referred to as the "1997 Annual Report"); and

         (2)      Management's definitive proxy statement in connection with the
                  1998 annual meeting of the stockholders of Bancorp
                  Connecticut, Inc. expected to be filed by April 10, 1998 under
                  Regulation 14A of the SEC's General Rules and Regulations
                  under the Securities Exchange Act of 1934 (hereinafter
                  referred to as the "1998 Proxy Statement").


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                                     PART I
ITEM 1 - BUSINESS.

         The main office of Bancorp Connecticut, Inc. (the "Company") and of
Southington Savings Bank (the "Bank") is located at 121 Main Street,
Southington, Connecticut 06489. The telephone number is 860-628-0351.

         The Company was incorporated under the laws of the State of Delaware on
March 31, 1994, to operate principally as the bank holding company of the Bank.
The Company acquired all of the Bank's outstanding common stock on November 17,
1994, in a one-for-one exchange with the Bank's existing shareholders. The Bank
is the sole subsidiary of the Company and its principal asset.


         General

         The Bank is a Connecticut chartered capital stock savings bank. The
Bank was organized in 1860, and in 1986 it converted from a mutual to a capital
stock savings bank. The Bank is subject to supervision, examination and
regulation by the Connecticut Banking Commissioner. The Bank's deposits are
insured by the Federal Deposit Insurance Corporation (the "FDIC"), which also
has supervisory and regulatory authority over the Bank. The Bank is a member of
the Federal Home Loan Bank (the "FHLB") of Boston. The Company is subject to
regulation by the Federal Reserve Board as the registered bank holding company
of the Bank.

         The Bank's primary market area consists of the Town of Southington,
Connecticut and, to a lesser extent, the contiguous Towns of Bristol, Cheshire
and Plainville. Southington is located approximately 18 miles from Hartford, 25
miles from New Haven and 9 miles from Waterbury.

         The Bank's principal business consists of attracting and accepting
deposits from the general public and investing those deposits, together with
funds generated by fees and other income, in various types of loans and
investments, including residential loans, consumer loans, commercial loans and
securities.

         The Bank's business strategy is to operate primarily as an innovative
full-service community financial institution, offering a wide range of consumer
and commercial services. These services include checking accounts, NOW accounts,
regular savings accounts, money market accounts, individual retirement accounts,
savings certificates, commercial demand deposit accounts, residential real
estate loans, home equity loans and lines of credit, consumer loans, secured and
unsecured commercial loans and lines of credit, letters of credit, credit card
services and cash management services. The Bank makes available Savings Bank
Life Insurance ("SBLI"). The Bank has a trust department which provides trust
services for families and individuals, as well as corporate pension and employee
benefits administration. The Bank provides investment brokerage services through
Connecticut Association Securities, Inc., an independent broker-dealer, which
sells non-deposit products, such as mutual funds, tax exempt securities and
individual stocks and bonds. The Bank also offers annuities and various
insurance products through the CTAS Insurance Group, an independently licensed
insurance agency.

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         The main focus of the Bank's lending activities is the origination of
commercial and industrial loans, consumer loans and residential mortgage loans.
The Bank also makes auto loans and student loans. In recent years, the Bank has
concentrated its efforts on increasing the percentage of commercial and consumer
loans retained within its loan portfolio. Commercial loans consist primarily of
lines of credit with interest rates tied to the prime rate and fixed rate, fixed
term loans. Commercial real estate loans are primarily first mortgage loans with
adjustable rates. Consumer loan originations have been primarily fixed rate home
equity loans with maximum terms of 10 years or less. The Bank also offers home
equity lines of credit that have interest rates tied to the prime lending rate.
Within the last three years, the Bank's primary residential mortgage product has
been a loan with a rate fixed for an initial term of 3, 5, 7, or 10 years which
adjusts annually thereafter. In the future, the Bank expects to place a greater
emphasis on the growth of its commercial loan portfolio.

         The Bank has procedures in place to sell selected fixed rate
residential mortgages into the secondary mortgage market. The sale of fixed rate
mortgages allows the Bank to generate both a higher volume of fixed rate
mortgages without impairing its asset/liability management and provide
additional fee income. During 1997, the Bank continued to supplement its own
loan originations by purchasing automobile loans and the guaranteed portion of
Small Business Administration loans. On February 27, 1998, the Company announced
plans to form a new majority owned subsidiary, BCI Financial Corporation
("BCIFC"), subject to regulatory approval. BCIFC will originate indirect auto
loans for sale to the Bank and other financial institutions.

         The principal sources of funds for the Bank's activities are deposit
accounts, amortization and prepayment of loans, borrowings from the FHLB of
Boston, repurchase and reverse repurchase agreements and funds provided from
operations. The Bank's principal sources of income are interest on loans and
interest and dividends on investment securities. In recent years, the Bank also
has realized income from the sale of loans and investment securities. To a
lesser extent, the Bank realizes other non-interest income, including income
from service charges on deposit accounts, income from trust and brokerage
services and income from SBLI sales.

         The Bank conducts its banking operations through three full service
offices, one limited purpose branch, one drive-in center, and one mortgage
origination office, all of which are located in Southington. The Bank has
submitted an application to the Connecticut Banking Commissioner to open a full
service branch facility in Wallingford, Connecticut. Pending regulatory
approval, the Bank intends to open the facility in the second quarter of 1998.
See Item 2 below. As of February 28, 1998, the Bank had 83 full-time employees
and 53 part-time employees. The Company has no paid employees.

         The Bank has not obtained a material portion of its deposits from a
single person or small group of persons. No material portion of the Bank's loans
is concentrated within a single industry or group of industries.

         The Bank primarily makes commercial, residential and consumer loans to
customers located within its primary market area in the State of Connecticut.
The majority of the Bank's loan portfolio is collateralized by residential real
estate.

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         The Bank has not engaged in material research activities relating to
the development of new services or the improvement of existing banking services
during the past two years. However, during that time, the Bank's officers and
employees continually have engaged in marketing activities, including evaluation
and development of new services. During 1997, the Bank completed an extensive
analysis of data processing systems and has committed, for 1998, to move its
core processing system "in house" rather than continue the service bureau
environment it has been operating on. The new system is expected to provide
operating efficiencies, expand management reporting and enhance new product
development. The approximate cost of the new software and hardware, which
includes the replacement of all teller terminals, is approximately $1,560,000.
This cost will be capitalized and depreciated over the useful life of the
equipment. The Bank estimates that the annual cost of operating the new core
system will be approximately the same as the present outsourcing arrangement.

         The Company's investment in the new auto financing subsidiary is
estimated at $200,000. The Bank has also committed $100,000 for leasehold
improvements on its proposed Wallingford site.

         The Bank's business is not seasonal. Based upon the Bank's present
business activities, compliance with Federal, State and local provisions
regulating the discharge of materials into the environment will not materially
affect the Bank's or the Company's capital expenditures, earnings or competitive
position.


         Competition

         The banking business in Southington, and in Connecticut generally, is
highly competitive. Intense market demands, economic pressures, fluctuating
interest rates and increased customer awareness of product and service
differences among financial institutions have forced such institutions to
continue to diversify their services, increase returns on deposits and become
more cost effective.

         The Bank experiences substantial competition in attracting and
retaining deposits and in making loans of all types. The Bank competes for
deposit accounts with other savings banks, commercial banks, savings and loan
associations, credit unions, insurance companies, securities brokerage houses
and money market mutual funds. Competition for deposits includes competition not
only from other deposit accounts, but also competition with various other
investment vehicles, such as corporate and governmental securities and mutual
funds, which may offer higher rates of return. Interest rates, convenience of
office locations, service and marketing are all significant factors in the
Bank's competition for deposits. From time to time, competing financial
institutions set rates higher than market rates to attract or retain deposits, a
fact which may cause upward pressure on the Bank's rate structure or a loss of
deposits.

         Competition for loans comes from other savings banks, commercial banks,
savings and loan associations, insurance companies, consumer finance companies,
mortgage companies, credit unions and other lending institutions located
throughout the United States. Recent proposed and completed banking combinations
in New England have increased and will increase the resources of several major
banks and other financial institutions that operate many offices over a wide

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geographic area, including the Bank's primary market area. Because of their
greater capitalization, these other institutions have substantially higher
lending limits than the Bank. The Bank competes for loan originations through
the interest rates and loan fees it charges and the efficiency and quality of
services it provides. Competition is affected by the general availability of
lendable funds, general and local economic conditions, current interest rate
levels and other factors which are not readily predictable.

         The Bank's market area is served by a significant number of financial
institutions, with eight offices (not including the Bank's three offices) of
banking institutions and credit unions in Southington alone. At December 31,
1997, there were approximately forty-one mortgage lenders operating in the towns
of Southington, Bristol, Cheshire and Plainville.

         In addition, recent Federal and Connecticut legislation likely will
further increase competition for deposits and loans in the Bank's primary market
area. Effective June 1, 1997, unless a state prohibited before such date all
interstate mergers, Federal law generally permits interstate mergers between
banks. States also may also have "opted in" and permitted such mergers prior to
June 1, 1997. Finally, Federal law permits banks to branch into other states if
a state "opts-in" to this arrangement. In 1997, a Federal law was enacted which
provides that an insured state bank that establishes a branch in a host state
may conduct any activity at such branch that is permissible under the laws of
the home state of such bank, to the extent such activity is permissible either
for a bank chartered by the host state or for a branch in the host state of an
out-of-state national bank.

         In 1995, Connecticut affirmatively "opted-in" to permit interstate
mergers and acquisitions, the establishment of Connecticut chartered banks by
foreign bank holding companies and interstate de novo branching, subject to
certain reciprocity requirements. As permitted by Federal law, Connecticut law
places a minimum permissible age of 5 years on the target bank and a 30% limit
on concentration of deposits in both interstate and intrastate acquisitions.
This legislation may result in increased competition.


         Regulation and Supervision

         General

         As a Connecticut-chartered capital stock savings bank, the deposits of
which are insured by the FDIC, the Bank is subject to extensive regulation and
supervision by both the Connecticut Banking Commissioner and the FDIC. The
Company also is subject to certain regulations of the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). This governmental
regulation is intended primarily to protect depositors and the FDIC's Bank
Insurance Fund, not the Company's shareholders.


         Connecticut Regulation

         The Connecticut Banking Commissioner regulates the Bank's internal
organization as well as its deposit, lending and investment activities. The
approval of the Connecticut Banking Commissioner is required, among other
things, for the establishment of branch offices and

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business combination transactions. The Connecticut Banking Commissioner
conducts periodic examinations of the Bank. The FDIC also regulates many of the
areas regulated by the Connecticut Banking Commissioner.

         Connecticut banking laws grant banks broad lending authority. Subject
to certain limited exceptions, however, total secured and unsecured loans made
to any one obligor pursuant to this statutory authority may not exceed 25% of
the Bank's equity capital and reserves for loan and lease losses.

         Connecticut banking law prohibits the Bank from paying dividends in
certain situations. For a further description of this limitation, see Item 5
below.

         Under Connecticut banking law, no person may acquire beneficial
ownership of more than 10% of any class of voting securities of a
Connecticut-chartered bank, or any bank holding company of such a bank, without
prior notification of, and lack of disapproval by, the Connecticut Banking
Commissioner. Similar restrictions apply to any person who holds in excess of
10% of any such class and desires to increase its holdings to 25% or more of
such class.

         Any Connecticut-chartered bank meeting certain statutory requirements
may, with the Connecticut Banking Commissioner's approval, establish and operate
branches in any town or towns within the state. In 1996, legislation was enacted
which permits banks to establish mobile branches with the Banking Commissioner's
approval.

         Connecticut law presently permits Connecticut banks to engage in stock
acquisitions of, and mergers with, depository institutions in other states with
reciprocal legislation. Many other states have enacted reciprocal legislation.
Several interstate mergers and acquisitions have been completed which involve
Connecticut bank holding companies or banks with offices in the Bank's primary
market area and bank holding companies or banks headquartered in other states.

         As noted above, in 1995, Connecticut affirmatively "opted-in" to permit
interstate mergers and acquisitions, the establishment of Connecticut chartered
banks by foreign bank holding companies and interstate de novo branching,
subject to certain reciprocity requirements. Connecticut law also places a
minimum permissible age of 5 years on the target bank and a 30% limit on
concentration of deposits in both interstate and intrastate acquisitions.
Legislation was enacted in 1996 which expressly permits an out-of-state bank to
merge or consolidate with or acquire a branch of another out-of-state bank which
has a branch in Connecticut. This legislation may result in further increased
competition.

         In 1996, legislation was enacted which requires the board of directors
of each Connecticut bank to adopt annually and to frequently and periodically
review an investment policy governing investments by such bank, which policy
must establish standards for the making of prudent investments. In addition,
Connecticut law now permits Connecticut banks to sell fixed and variable rate
annuities if licensed to do so by the Connecticut Insurance Commissioner.

         Further, legislation was enacted in 1996 which expands the ability of
Connecticut banks to invest in debt and equity securities. Prior to the
legislation, Connecticut banks could invest in


                                    - 5 -

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debt securities without regard to any other liability to the Connecticut bank
of the maker or issuer of the debt securities, if the securities were rated in
the three highest rating categories or otherwise deemed to be a prudent
investment, and so long as the total amount of such debt securities did not
exceed 15% of the bank's total equity capital and reserves for loan and lease
losses and 15% of its assets. In 1996, these percentages each were increased to
25%. In addition, prior to 1996, the percentage limitation described above also
applied to certain government and agency obligations. As a result of the 1996
legislation, this limitation was deleted for such obligations.

         The 1996 legislation also expanded the ability of Connecticut banks to
invest in equity securities. Connecticut banks now may invest in such securities
without regard to any other liability to the Connecticut bank of the issuer of
such securities, so long as the total amount of equity securities of any one
issuer does not exceed 25% of the bank's total equity capital and reserves for
loan and lease losses and 25% of its assets. Prior to the enactment of this
legislation, Connecticut banks could invest up to 15% of their assets in the
equity securities of corporations incorporated and doing a major portion of
their business in the U.S., and only if the investment security was within the
top three rating categories or otherwise deemed to be a prudent investment by
the bank.

         In 1997, Connecticut legislation was enacted which permits, subject to
certain limitations, Connecticut banks to sell insurance, directly or
indirectly. In addition, in 1997 other Connecticut legislation was enacted which
allows the organization of community banks with a minimum equity capital of $3
million (as opposed to the current $5 million for other Connecticut banks), and
clarified certain powers of Connecticut banks.

         Proposed 1998 legislation (i) would reduce to $2.5 million the required
level of minimum capital needed to organize a community bank, (ii) would permit
out-of-state trust companies to establish and maintain offices in Connecticut
with the approval of the Banking Commissioner, provided there is reciprocity in
the home state's laws, and (iii) would expressly prohibit banks from imposing
automated teller machine transaction fees on customers who are not customers of
such banks.


         FDIC Regulation

         The Bank's deposit accounts are insured by the FDIC, generally, to a
maximum of $100,000 for each insured depositor. As with all state-chartered,
FDIC insured banks, the Bank is subject to extensive supervision and examination
by the FDIC. FDIC insured banks also are subject to FDIC regulations governing
many aspects of their business and operations, including types of deposit
instruments offered and permissible methods of acquisition of funds.

         Pursuant to the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA"), in September, 1992, the FDIC implemented a system of
risk-related deposit insurance assessments. Under this system, for the first six
months and the second six months of 1997, insurance premiums for all banks
varied between 0.0% and .27% of total deposits, depending upon the capital level
and supervisory rating of the institution. The FDIC has stated that it will
reevaluate the adequacy of its assessment schedule every six months, and the
FDIC

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may increase or decrease premium levels by up to 5 basis points each six
months. The FDIC has announced that the assessment schedule for the first six
months of 1998 will remain the same as in 1997.

         The Deposit Insurance Funds Act of 1996 also authorizes the Financing
Corporation ("FICO") to levy assessments on Bank Insurance Fund ("BIF")
-assessable deposits and stipulates that, from 1997 to 1999, the rate must equal
one-fifth the FICO assessment rate that is applied to deposits assessable by the
Savings Association Insurance Fund. The FICO rate for the Bank is not tied to
FDIC risk classification. The FICO BIF annual rate for the Bank for first and
second quarters of 1998 is 1.256 and 1.244 basis points, respectively.

         Under the FDIC's risk-based capital requirements, each FDIC-insured
bank is required to maintain minimum levels of "capital" based the institution's
total "risk-weighted assets." For purposes of these requirements, "capital" is
comprised of Tier 1 capital and Tier 2 capital. Tier 1 capital consists
primarily of common stock and limited amounts of perpetual preferred stock. Tier
2 capital consists primarily of the allowance for loan losses (subject to
certain limitations) and certain preferred stock, subordinated debt and
convertible securities. In determining total capital, the amount of Tier 2
capital may not exceed the amount of Tier 1 capital. A bank's total "risk
weighted assets" are determined by assigning the bank's assets and off-balance
sheet items (e.g., letters of credit) to one of four risk categories based upon
their relative credit risk. Under the FDIC regulations, the greater the risk
associated with an asset, the greater the amount of such assets that will be
subject to the capital requirements. Effective January 1, 1998, those banks
whose trading activities equal 10% or more of total assets or $1 billion or more
must incorporate capital charges for certain market risks into the risk-based
capital ratio. All FDIC-insured banks are required to maintain their capital at
or above certain minimum ratios. At December 31, 1997, the Bank's capital
exceeded these minimums. See "Management's Discussion and Analysis-Liquidity and
Capital Resources" in the Annual Report for a more detailed description of these
requirements and the Bank's capital position at December 31, 1997.

         In addition, FDICIA categorizes banks based on five separate capital
levels and triggers certain mandatory and discretionary federal banking agency
responses for institutions that fall below certain capital levels. These
categories range from "well capitalized" for the most highly capitalized
institutions to "critically undercapitalized" for the least capitalized
institutions. Under regulatory definitions, an institution is considered "well
capitalized" (the highest rating) if its leverage capital ratio is 5% or higher,
its Tier 1 risk based capital ratio is 6% or higher, its total risk based
capital ratio is 10% or higher and it is not subject to certain regulatory
orders. On December 31, 1997, the Bank had a leverage capital ratio of 10.4%, a
Tier 1 risk based capital ratio of 15.9% and a total risk based capital ratio of
17.2%. At December 31, 1997, the Bank was not subject to any regulatory order.

         FDICIA also limits the ability of FDIC-insured banks, such as the Bank,
to acquire and retain equity investments. Generally, state banks may hold equity
securities only to the extent permitted for national banks. However, FDICIA also
permits certain state banks to acquire or retain equity investments in an amount
up to 100% of Tier 1 capital in either (1) common or preferred stock listed on a
national securities exchange, or (2) shares of a registered investment company.
The Bank applied for and was granted this exception.

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         Additionally, FDICIA generally prohibits a FDIC-insured bank from
making investments of more than 15% of its total capital in money market
preferred stocks and adjustable rate preferred stocks. On December 29, 1995, the
FDIC granted the Bank permission to make such investments in amounts up to 100%
of its Tier 1 leverage capital.

         The FDIC regulations that implement FDICIA require an insured state
bank to obtain the FDIC's prior consent before directly, or indirectly through a
majority owned subsidiary, engaging "as principal" in any activity that is not
permissible for a national bank unless one of the exceptions contained in the
regulation applies. The Company does not believe that this regulation has had or
will have a material impact on the business of the Bank.

         Pursuant to FDICIA, the federal bank regulatory agencies have issued
rules establishing standards for safety and soundness at FDIC-insured
institutions and their holding companies. These standards formalize in
regulation the fundamental standards used by the federal bank regulatory
agencies to assess the operational and managerial qualities of an institution.
The rules establish operational, managerial, asset quality and earnings
standards for FDIC-insured banks and their holding companies and standards that
prohibit as an unsafe and unsound practice the payment of compensation that is
excessive or could lead to material financial loss to such institutions. These
standards are designed to identify potential safety and soundness concerns and
ensure that action is taken to address those concerns before they pose a risk to
the deposit insurance funds.

         The FDIC may terminate FDIC insurance of the Bank's deposits after
notice and a hearing upon a finding by the FDIC that the Bank has engaged in
unsafe or unsound practices or is in an unsafe and unsound condition to continue
operations or has violated any applicable law, regulation, rule or order of, or
conditions imposed by, the FDIC. The Bank is not aware of any practice,
condition or violation that might lead to termination of its deposit insurance.


         Federal Reserve System Regulation

         Under the regulations of the Federal Reserve System, depository
institutions such as the Bank are required to maintain reserves against their
transaction accounts. In 1997, these regulations generally required the
maintenance of reserves of 3.0% against transaction accounts of $49.3 million or
less and 10.0% of the amount of such accounts in excess of such amount. In
December, 1997, the Federal Reserve Board decreased the amount of transaction
accounts subject to the reserve requirement ratio of 3% from $49.3 million to
$47.8 million. These amounts and percentages are subject to further adjustment
by the Federal Reserve Board.

         The Company is subject to regulation by the Federal Reserve Board as a
registered bank holding company. The Federal Bank Holding Company Act of 1956,
as amended (the "BHCA"), under which the Company registered, limits the types of
companies which the Company may acquire or organize and the activities in which
they may engage. In general, a bank holding company and its subsidiaries are
prohibited from engaging in or acquiring direct control of any company engaged
in non-banking activities unless such activities are so closely related to
banking or managing or controlling banks as to be a proper incident thereto.


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         The Federal Reserve Board has established capital adequacy guidelines
for bank holding companies that are similar to the FDIC's capital requirements
described above. As of December 31, 1997, the Company was in full compliance
with all applicable capital requirements, and management believes that the
Company will maintain such compliance.

         The BHCA requires, with certain exceptions, a bank holding company to
obtain the Federal Reserve Board's approval prior to acquiring more than 5% of
the outstanding voting stock of any bank or bank holding company, acquiring all
or substantially all of the assets of a bank or merging or consolidating with
another bank holding company.

         Effective April 21, 1997, the Federal Reserve Board adopted
comprehensive changes to certain banking regulations (the "1997 Amendments").
The 1997 Amendments include amendments to Regulation Y, which implements the
BHCA's prior approval requirements. The changes are intended to improve the
competitiveness of bank holding companies by eliminating unnecessary regulatory
burdens and operating restrictions and by streamlining the application/notice
process. Among other changes, the 1997 Amendments incorporate a streamlined and
expedited review process for bank acquisition proposals by well-run bank holding
companies; eliminate certain notice and approval requirements and streamline
others that involve non-banking proposals by well-run bank holding companies;
and reorganize and expand the list of permissible non-banking activities.

         As described above, Connecticut law specifically permits Connecticut
bank holding companies and banks to acquire or be acquired by banks or bank
holding companies in other states with reciprocal merger and acquisition laws.
As also described above, recent federal and Connecticut legislation is likely to
increase competition. Federal antitrust laws place limitations on the
acquisition of banks and other businesses.

         Under the BHCA, the Company, the Bank and any other subsidiaries
generally are prohibited from engaging in certain reciprocal arrangements in
connection with any extension of credit or provision of any property or
services. The 1997 Amendments contain significant amendments to the Federal
Reserve Board's rules regarding tying arrangements. The 1997 Amendments remove
certain Federal Reserve Board-imposed tying restrictions on bank holding
companies and their non-bank subsidiaries and create exceptions from the
statutory restrictions on bank tying arrangements to allow banks greater
flexibility to package products with their affiliates. These changes contained
in the 1997 Amendments are designed to enhance competitiveness in banking and
nonbanking products.

         The Bank is subject to certain restrictions imposed by the Federal
Reserve Act on making any investments in the stock or other securities of the
Company or any of the Company's subsidiaries, and the taking of such stock or
securities as collateral for loans to any borrower.

         The Bank also is subject to certain restrictions imposed by the Federal
Reserve Act on the amount of loans it can make to the Company or its other
affiliates. Such loans must be collateralized as provided by the Federal Reserve
Act. The amount of such loans may not exceed (when aggregated with certain other
transactions between the Bank and the Company) 10% of the

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capital stock and surplus of the Bank. Since formation of the Company, there
have been no loans made by the Bank to the Company.

         The BHCA requires the Company to file reports of operations annually
with the Federal Reserve Board. The Company, the Bank and any other subsidiaries
of the Company also are subject to examination by the Federal Reserve Board. In
addition, the Company is registered as a bank holding company with the
Connecticut Banking Commissioner under the Connecticut Bank Holding Company and
Bank Acquisition Act.


         Effect of Governmental Policy

         Banking is a business that depends on interest rate differentials. One
of the most significant factors affecting the Company's and the Bank's earnings
is the difference between (1) the interest rates paid by the Bank on its
deposits and its other borrowings and (2) the interest rates received by the
Bank on loans extended to its customers and securities held in the Bank's
investment portfolio. The value and yields of the Bank's assets and the rate
paid on its liabilities are sensitive to changes in prevailing market rates of
interest. Thus, the earnings and growth of the Bank will be influenced by
general economic conditions, the monetary and fiscal policies of the Federal
government and the policies of regulatory agencies, particularly the Federal
Reserve Board, that implement national monetary policy. The nature and impact of
any future changes in monetary policies cannot be predicted.

         Effective January 1, 1995, Connecticut's banking laws were recodified.
The recodification generally combined and made uniform numerous provisions
concerning the organization, administration and powers of the various types of
Connecticut-chartered banks. In so doing, it permitted, for the first time,
interstate mergers and asset acquisitions between state-chartered commercial
banks. It also liberalized the ability of out-of-state banks to make loans in
Connecticut. The recodification is likely to increase competition.

         The present bank regulatory climate is undergoing significant change,
both as it affects the banking industry itself and as it affects competition
between banks and non-banking financial institutions. There has been significant
regulatory change in the regulation and operations of savings associations, in
the bank merger and acquisition area, in the products and services banks can
offer, and in the non-banking activities in which bank holding companies can
engage. Partly as a result of these changes, banks are competing actively with
other types of depository institutions and with non-bank financial institutions,
such as money market funds, brokerage firms, insurance companies and other
financial services enterprises. It is not possible at this time to assess what
impact these changes in the regulatory climate ultimately will have on the Bank
and/or the Company.

         Moreover, certain legislative and regulatory proposals that could
affect the Bank and/or the Company and/or the banking business in general are
pending, or may be introduced, before the United States Congress, the
Connecticut General Assembly and various governmental agencies. These proposals
include measures that may alter further the structure, regulation and
competitive relationship of financial institutions and proposals that may
subject the Bank and/or the Company to increased regulation, disclosure and
reporting requirements. In addition, the various banking


                                    - 10 -

<PAGE>

regulatory agencies frequently propose rules and regulations to implement and
enforce existing legislation. It cannot be predicted whether or in what form
any legislation or regulations will be enacted or the extent to which the
business of the Bank and/or the Company will be affected thereby.


         Regional Economy

         In 1997, the state of Connecticut experienced a modest economic
recovery. A slight increase in net interest margins, a rising stock market,
increased fee income and a decline in problem loans helped many banks improve
their profitability. The present business environment is less clear as a flat
U.S. Treasury yield curve and increased competition for both commercial and
consumer loans will place downward pressure on net interest margins. In
addition, banking institutions must deal with continued business consolidation
in the Connecticut market and continued strict bank regulation.


ITEM 2 - PROPERTIES.

         The following table sets forth the location of the Bank's full service
offices and other related information:

<TABLE>
<CAPTION>
Office                           Location                                                    Status
------                           --------                                                    ------
<S>                              <C>                                                         <C>
Main Office                      121 Main St., Southington, CT                               Owned

Queen Corner Office              900 Queen St., Southington, CT                              Owned

South-End Office                 921 Meriden Waterbury Tpke., Southington, CT                Owned

Drive-In Center                  30 Berlin Ave., Southington, CT                             Owned
</TABLE>

         Since January, 1995, the Bank has operated a limited purpose branch
banking facility at Southington High School, which is located at 720 Pleasant
Street, Southington, Connecticut. The High School Branch processes only deposits
and withdrawals and is open only during school hours. This branch is operated on
a cooperative basis: the Bank supplies management and equipment, the Town of
Southington provides the required space, and students staff the branch. The Bank
believes that the High School Branch is the only branch bank of its kind in the
State of Connecticut.

         The Bank leases approximately 6,591 square feet at 98 Main Street in
Southington to house the administrative offices of its audit, human resources,
marketing, finance, managed assets, consumer banking, deposit services, and
information systems divisions. The lease had an original expiration date of
December 31, 1997, with an option to extend the lease for four 6 month periods.
The Bank has exercised its option to extend the lease until June 30, 1998.

         The Bank leases approximately 1,200 square feet at 188 North Main
Street in Southington for its residential mortgage origination function. The
lease has an expiration date of October 31, 1998, with an option to extend the
lease for three one year periods.


                                    - 11 -

<PAGE>

         The Bank leases sufficient space at 55 Meriden Avenue in Southington
(Bradley Memorial Hospital) to support a free standing automatic teller machine.
The lease has an expiration date of July 31, 2000, with no option to extend the
lease.

         The Bank owns an approximately 35,000 square foot lot located at 918
Meriden-Waterbury Turnpike, which is adjacent to the Bank's South-End office.
The lot is undeveloped except for a residential house which the Bank intends to
demolish.

         The Bank also owns and is holding for future expansion two separate
properties all located adjacent to its Main Office parking facilities. The
properties consist of a residential home on an approximately 10,500 square foot
lot located at 50 Berlin Avenue, and an approximately 14,800 square foot
undeveloped lot located at 31 Vermont Avenue. The Bank uses the residential home
at 50 Berlin Avenue as a storage facility for office supplies.

         The Bank also owns a two-family residential home on an approximately
11,600 square foot lot located at 43-45 Vermont Avenue which was originally
purchased for future expansion but is currently on the market for sale.

         The Bank is currently negotiating a lease for approximately 1,580
square feet of space for its proposed branch in Wallingford. The terms of such
lease have not been finalized.


ITEM 3 - LEGAL PROCEEDINGS.

         Neither the Company nor the Bank is presently a party to any legal
proceedings the adverse outcome of which would likely have, in management's
belief, a material effect on the Company's or the Bank's financial condition,
results of operations or cash flows.


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

         During the fourth quarter of 1997, no matter was submitted to a vote of
stockholders of the Company.



                                    - 12 -

<PAGE>
                                     PART II


ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


         The Company's Common Stock has been issued and outstanding since
November 17, 1994, when the Company acquired all of the Bank's outstanding
common stock in a one-for-one exchange with the Bank's existing shareholders. As
of March 18, 1998, 5,097,048 shares of Common Stock were issued and outstanding
and were held by approximately 1,831 shareholders of record.

         The Company's Common Stock is traded in the over-the-counter market and
is quoted on the National Market tier of The National Association of Securities
Dealers Automated Quotation ("Nasdaq") Stock Market under the symbol "BKCT."
Quarterly high and low bid prices for 1996 and 1997 are included in the 1997
Annual Report under the heading "Market Price and Dividends" and are
incorporated herein by reference. Such bid prices reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

         On February 1, 1996, the Company announced that its Board of Directors
had authorized the repurchase of up to fifteen percent (15%) of its currently
outstanding shares. The Company purchased 519,498 from time to time in the open
market through the period ending July 31, 1997, the termination date of the
repurchase plan. The Company intends to hold the repurchased shares in treasury
for general corporate purposes.

         For the foreseeable future, the only substantial source of funds
available to the Company for the declaration of dividends will be dividends
declared and paid by the Bank on Bank common stock. As the holder of Bank common
stock, the Company is entitled to receive dividends when, as and if declared by
the Bank board of directors out of funds legally available therefor. The Bank
may pay cash dividends out of the Bank's net profits. For purposes of this
restriction, "net profits" means the remainder of all earnings from operations.
Further, the total of all dividends declared by the Bank in any calendar year
may not exceed the sum of the Bank's net profits for the year in question
combined with its retained net profits from the preceding two calendar years.
Additionally, earnings appropriated to reserves for loan losses and deducted for
federal income tax purposes are not available for cash dividends without the
payment of taxes at the then current income tax rates on the amount used. The
Connecticut Banking Commissioner and/or the FDIC may limit the Bank's ability to
pay dividends.

         The Bank has paid consecutive quarterly cash dividends since the
quarter ended December 31, 1992. The Company paid its first quarterly dividend
during the quarter ended March 31, 1995. No assurances can be given that further
dividends will be paid or approved. Dividend history for the Company from
January 1, 1996 through December 31, 1997 is included in the 1997 Annual Report
under the heading "Market Price and Dividends" and is incorporated herein by
reference. The Bank also paid a 20% stock dividend on June 1, 1993, a 6-for-5
stock split effected in the form of a stock dividend on June 19, 1996, and a
2-for-1 stock split effected in the form of a stock dividend on December 1,
1997.


                                    - 13 -

<PAGE>


ITEM 6 - SELECTED FINANCIAL DATA.


         The required information is included in the 1997 Annual Report under
the heading "Selected Consolidated Financial Data," and is incorporated herein
by reference.


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


         The required information is included in the 1997 Annual Report under
the heading "Management's Discussion and Analysis" and is incorporated herein by
reference.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


         The required information is included in the 1997 Annual Report under
the heading "Management's Discussion and Analysis - Asset/Liability Management
and Market Risk" and is incorporated herein by reference.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


         The report of the Company's independent accountants and the Company's
Consolidated Statements of Condition at December 31, 1997 and 1996, and the
related Consolidated Statements of Income, Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 1997, and the Notes
to Consolidated Financial Statements appear in the 1997 Annual Report and are
incorporated herein by reference.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         Not applicable.

                                    - 14 -

<PAGE>

                                    PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


         The required information is included in the 1998 Proxy Statement under
the heading "Election of Directors" and is incorporated herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION.


         The required information is included in the 1998 Proxy Statement under
the heading "Election of Directors - Executive Compensation" and is incorporated
herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


         As of February 28, 1998, there were no persons or groups (as that term
is used in Section 13(d)(3) of the Exchange Act) known to the Company who may be
deemed to own beneficially more than 5% of the Common Stock.

         Certain other required information under this item is included in the
1998 Proxy Statement under the heading "Election of Directors - Stock Ownership
of Directors and Officers" and is incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


         The required information is included in the 1998 Proxy Statement under
the headings "Election of Directors - Transactions With Management", "- Certain
Business Relationships", "- Indebtedness of Management and Others" and "-
Compensation Committee Interlocks and Insider Participation" and is incorporated
herein by reference.


                                    - 15 -

<PAGE>

                                   PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


(a)      The following documents are filed as part of this report.

         (1)      Financial Statements

                  The following documents filed as part of this report are
                  incorporated herein by reference from the indicated pages of
                  the 1997 Annual Report.

                  Financial Statement                             Page or Pages

                  Report of Independent Accountants                     19
                  Consolidated Statements of Condition                  20
                  Consolidated Statements of Income                     21
                  Consolidated Statements of Shareholders' Equity       22
                  Consolidated Statements of Cash Flows                 23
                  Notes to Consolidated Financial Statements            24-38

         (2)      Financial Statement Schedules

                  Information required to be included in all schedules to the
                  Company's Consolidated Financial Statements is included in the
                  1997 Annual Report or is not required under the related
                  instructions or is inapplicable and therefore has been
                  omitted.

         (3)      Exhibits

                  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
                          Registrant's Quarterly Report on
                          Form 10-Q for the quarterly period
                          ended June 30, 1996)

                                  - 16 -

<PAGE>
                  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 10.6 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarterly period ended June 30, 1997)

                  13.1    Annual Report to Security Holders

                  21      Subsidiaries of Registrant

                  24      Power of Attorney

                  27      Financial Data Schedule
                  27.1    Restated Financial Data Schedule
                  27.2    Restated Financial Data Schedule
----------------------
         * Management contract or compensatory plan or arrangement.

                                    - 17 -

<PAGE>
                  THE COMPANY WILL PROVIDE A COPY OF ANY EXHIBIT LISTED ABOVE TO
                  ANY SHAREHOLDER UPON THE WRITTEN REQUEST OF SUCH SHAREHOLDER
                  AND UPON THE PAYMENT OF A REASONABLE FEE LIMITED TO THE
                  COMPANY'S EXPENSES INCURRED IN FURNISHING SUCH EXHIBIT.
                  REQUESTS SHOULD BE ADDRESSED TO LESLEY A. DEANGELO, BANCORP
                  CONNECTICUT, INC., 121 MAIN STREET, SOUTHINGTON, CONNECTICUT
                  06489.

(b)      The Company did not file any Report on Form 8-K during the last
         quarter of 1997.

(c)      The exhibits required by Item 601 of Regulation S-K are filed as a
         separate part of this report.

                                    - 18 -

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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:  March 31, 1998                                By: /s/ Robert D. Morton
                                                         --------------------
                                                         Robert D. Morton
                                                         Its President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES                          TITLE                              DATE
<S>                                 <C>                                <C>

/s/ Robert D. Morton                President,                         March 31, 1998
-------------------------           Chief Executive
Robert D. Morton                    Officer and Director
                                    (Principal Executive Officer)


/s/ Anthony Priore, Jr.             Treasurer and                      March 31, 1998
-------------------------           Secretary (Principal
Anthony Priore, Jr.                 Financial Officer and
                                    Principal Accounting Officer)


Norbert H. Beauchemin*              Director                           March 31, 1998
-------------------------
Norbert H. Beauchemin


Walter J. Hushak*                   Director                           March 31, 1998
-------------------------
Walter J. Hushak


                                    Director
-------------------------
Michael J. Karabin


<PAGE>
David P. Kelley*                    Director                           March 31, 1998
-------------------------
David P. Kelley


Frederick E. Kuhr*                  Director                           March 31, 1998
-------------------------
Frederick E. Kuhr


Joseph J. LaPorte*                  Director                           March 31, 1998
-------------------------
Joseph J. LaPorte


Ralph G. Mann*                      Director                           March 31, 1998
-------------------------
Ralph G. Mann


Andrew J. Meade*                    Director                           March 31, 1998
-------------------------
Andrew J. Meade


Frank R. Miller*                    Director                           March 31, 1998
-------------------------
Frank R. Miller


Anthony S. Pizzitola*               Director                           March 31, 1998
-------------------------
Anthony S. Pizzitola


Dennis J. Stanek*                   Director                           March 31, 1998
-------------------------
Dennis J. Stanek


*By: /s/ Robert D. Morton
     --------------------
     Robert D. Morton
     Attorney-in-fact
</TABLE>

<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit No.                Description                                                  Page
         -----------                -----------                                                  ----
         <S>                        <C>                                                          <C>
         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 Registrant's 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 10.6 to the
                                    Registrant's Quarterly Report on Form 10-Q for the
                                    quarterly period ended June 30, 1997)

         13.1                       Annual Report to Security Holders

         21                         Subsidiaries of Registrant

         24                         Power of Attorney

         27                         Financial Data Schedule

         27.1                       Restated Financial Data Schedule

         27.2                       Restated Financial Data Schedule
<FN>
----------------------
*        Management contract or compensatory plan or arrangement.
</TABLE>