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, 1998
                          -----------------

                                       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
                                             ---    ---


<PAGE>

         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. (4,798,556 shares) totaled $64,780,506 (based upon
the closing price of $13.50 per share as quoted on the Nasdaq National Market
tier of The Nasdaq Stock Market) on March 24, 1999.

         5,193,948 shares of Bancorp Connecticut, Inc. Common Stock were
outstanding at March 24, 1999.

                       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, 1998 (hereinafter referred
               to as the "1998 Annual Report"); and

         (2)   Management's definitive proxy statement in connection with the
               1999 annual meeting of the shareholders of Bancorp Connecticut,
               Inc. (hereinafter referred to as the "1999 Proxy Statement").


<PAGE>


                                     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. In addition, the Bank extended its market to the Wallingford
area when it opened a branch office in Wallingford on August 3, 1998.
Southington is located approximately 18 miles from Hartford, 25 miles from New
Haven and 9 miles from Waterbury. Wallingford is contiguous to the City of
Meriden, which borders Southington to the south.

         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 that provides trust
services for families and individuals, as well as corporate pension and employee
benefits administration. The Bank



                                     - 1 -
<PAGE>


provides investment brokerage and insurance services through Infinex Financial
Group, Inc. and its affiliates. Investment products such as mutual funds, tax
exempt securities and individual stocks and bonds are provided through Infinex
Investment Group, an independent broker-dealer. Insurance products such as
annuities are provided through Infinex Insurance Group, an independently
licensed insurance agency.

         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 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 1998, the Bank continued to supplement its own
loan originations by purchasing automobile loans from BCIF Financial Corporation
("BCIFC"), a majority-owned subsidiary of the Bank that was formed on March 9,
1998 to originate indirect automobile loans for sale to the Bank and other
financial institutions. In addition, the Bank continued to purchase the
guaranteed portion of Small Business Administration loans.

         The principal sources of funds for the Bank's activities are deposit
accounts, amortization and prepayment of loans, borrowings from the FHLB of
Boston, 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 four full service
offices, one limited purpose branch, one drive-in center, and one mortgage
origination office. All of the foregoing offices and branches are located in
Southington, except for one branch that is located in Wallingford. As of
February 28, 1999, the Bank had 101 full-time employees and 52 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.



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         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.

         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 1998, the Bank made investments in its
new Wallingford branch office and BCIFC. The Bank's initial investments in the
Wallingford branch and in BCIFC were approximately $151,000 and $200,000,
respectively. The investment in Wallingford consisted of leasehold improvements
and equipment and the initial investment of $200,000 in BCIFC represented an 80%
ownership interest.

         In 1998, the Bank moved its core processing system "in house" rather
than continue the service bureau environment it had been operating on. The new
system is expected to provide operating efficiencies, expand management
reporting and enhance new product development. The cost of the new software and
hardware, which included the replacement of all teller terminals, was
approximately $1,440,000. This cost is being capitalized and depreciated over
the useful life of the equipment. The annual cost of operating the new core
system is approximately the same as the prior outsourcing arrangement.

         In 1998, the Bank formed a passive investment company, SSB Mortgage
Corporation, to take advantage of changes in Connecticut state tax statutes,
which will serve to lower the Company's effective tax rate beginning in 1999.

         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 the other markets the Bank
serves, 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



                                     - 3 -
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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
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 that 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,
1998, there were approximately forty-one mortgage lenders operating in the towns
of Southington, Bristol, Cheshire, Plainville and Wallingford.

         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 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.

         Legislation is also currently pending in the U.S. Congress that would
allow broad new affiliations among banks, securities companies and insurance
firms. If passed and signed into law by the President, such legislation is
likely to significantly increase competition among firms in the financial
services industry.




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<PAGE>


         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 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.




                                     - 5 -
<PAGE>


         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 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 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.

         Legislation enacted in 1997 and 1998 (i) permits, subject to certain
limitations, Connecticut banks to sell insurance, directly or indirectly; (ii)
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
(iii) permits 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.

         Connecticut legislation proposed in 1999 would (i) eliminate the
requirement of a community reinvestment plan as part of the branching
application process for certain banks



                                     - 6 -
<PAGE>


which are well-capitalized and meet other requirements; (ii) authorize a new
form of Connecticut bank to be known as an uninsured bank (i.e., one that does
not accept retail deposits and for which insurance of deposits by the FDIC is
not required); and (iii) authorize Connecticut banks to engage in certain
closely related activities and activities permitted under federal law for
federally chartered 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 1998, 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 may increase or decrease premium levels by up to 5 basis points each six
months.

         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 first half of 1999 is
1.22 basis points.

         Under the FDIC's risk-based capital requirements, each FDIC-insured
bank is required to maintain minimum levels of "capital" based on 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), unrealized gains on certain equity securities
(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, 1998, the Bank's
capital exceeded these minimums. See "Management's Discussion and
Analysis-Liquidity and



                                     - 7 -
<PAGE>


Capital Resources" in the 1998 Annual Report for a more detailed description of
these requirements and the Bank's capital position at December 31, 1998.

         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, 1998, the Bank had a leverage capital ratio of 9.5%, a
Tier 1 risk-based capital ratio of 16.0% and a total risk-based capital ratio of
17.3%. At December 31, 1998, 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.

         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 generally 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.

         Effective January 1, 1999, the FDIC regulations governing the
activities and investments of insured state banks were substantially revised and
updated. The new regulations provide the framework for which certain
state-chartered banks or their majority-owned subsidiaries may engage in
activities that are not permissible for national banks or their subsidiaries.
All contemplated activities must still be permitted by state law. However, if an
activity or equity investment is permissible under state law, the new
regulations allow the FDIC to move more expeditiously on requests. Subject to
appropriate separations and limitations, the activities that may be conducted
through a majority-owned subsidiary under the expedited notice processing
criteria are real estate investment and securities underwriting.

         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



                                     - 8 -
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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. During 1998, these regulations generally required the
maintenance of reserves of 3.0% against transaction accounts of $47.8 million or
less and 10.0% of the amount of such accounts in excess of such amount. In
December 1998, the Federal Reserve Board decreased the amount of transaction
accounts subject to the reserve requirement ratio of 3% from $47.8 million to
$46.5 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.

         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, 1998, 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



                                     - 9 -
<PAGE>


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
non-banking 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 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 rates
paid on its liabilities



                                     - 10 -
<PAGE>


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 has increased 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 service enterprises. The impact of these changes in the regulatory
climate ultimately has resulted in downward pressure on the Bank's net interest
margin, the magnitude of which is not possible to assess. Although the decline
in interest rates and the flattening of the yield curve have negatively impacted
the Bank's net interest margin, the heightened competition, due in part to the
changes in regulation, has hastened the decline in the yields on earning assets,
particularly loans, while the rates paid on certain deposits have increased or
not fallen as fast as earning asset yields.

         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 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 1998, the state of Connecticut had modest economic growth. The
relatively flat U.S. Treasury yield curve and increased competition for both
commercial and consumer loans placed downward pressure on net interest margins,
partially offsetting a modest increase in loan growth and fee income. Currently,
the flat yield curve and heightened competition is expected to place



                                     - 11 -
<PAGE>


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 branch
offices and other related information:

OFFICE                  LOCATION                                          STATUS
------                  --------                                          ------

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

Wallingford Office      950 North Colony Road, Wallingford, CT            Leased

         The Bank leases approximately 1,580 square feet at 950 North Colony
Road, Wallingford, Connecticut to house its new Wallingford branch office. The
lease has an expiration date of March 31, 2008, with an option to extend the
lease for five years.

         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, 1999.

         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. The Bank has exercised its option to extend
the lease until October 31, 1999.

         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.



                                     - 12 -
<PAGE>


         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.

         The Bank also owns and is holding for future expansion two separate
properties both 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.

         In the first quarter of 1998, the Bank sold a two-family residential
home on an approximately 11,600 square foot lot located at 43-45 Vermont Avenue
that was originally purchased for future expansion.


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 1998, no matter was submitted to a vote of
shareholders of the Company.






                                     - 13 -
<PAGE>





                                     PART II


ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER 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 24, 1999, 5,193,948 shares of Common Stock were issued and outstanding
and were held by approximately 1,790 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 1997 and 1998 are included in the 1998
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, markdown or commission and may not necessarily represent
actual transactions.

         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, 1997 through December 31, 1998 is included in the 1998 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.

ITEM 6 - SELECTED FINANCIAL DATA.
---------------------------------

         The required information is included in the 1998 Annual Report under
the heading "Selected Consolidated Financial Data," and is incorporated herein
by reference.


                                     - 14 -
<PAGE>


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

         The required information is included in the 1998 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 1998 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, 1998 and 1997, and the
related Consolidated Statements of Income, Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 1998, and the Notes
to Consolidated Financial Statements appear in the 1998 Annual Report and are
incorporated herein by reference.

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

         Not applicable.






                                     - 15 -
<PAGE>





                                    PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
-------------------------------------------------------------

         The required information is included in the 1999 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 1999 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, 1999, 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
1999 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 1999 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.






                                     - 16 -
<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 1998 Annual Report.

                  Financial Statement                              Page or Pages
                  -------------------                              -------------

                  Report of Independent Accountants                     21
                  Consolidated Statements of Condition                  22
                  Consolidated Statements of Income                     23
                  Consolidated Statements of Shareholders' Equity       24
                  Consolidated Statements of Cash Flows                 25
                  Notes to Consolidated Financial Statements            26-39

         (2)      Financial Statement Schedules
                  -----------------------------

                  Information required to be included in all schedules to the
                  Company's Consolidated Financial Statements is included in the
                  1998 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)



                                     - 17 -
<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)

                  10.7*            Southington Savings Bank Supplemental
                                   Executive Retirement Plan (effective December
                                   21, 1998)

                  13.1             Annual Report to Security Holders

                  21               Subsidiaries of Registrant

                  24               Power of Attorney





                                     - 18 -
<PAGE>


                  27               1998 Financial Data Schedule

                  99               1999 Proxy Statement




------------------------
         * Management contract or compensatory plan or arrangement.


                  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
     1998.

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




                                     - 19 -
<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 30, 1999                  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.

SIGNATURES                     TITLE                              DATE


/s/ Robert D. Morton           President,                         March 30, 1999
-------------------------      Chief Executive
Robert D. Morton               Officer and Director
                               (Principal Executive Officer)

/s/ Wayne F. Patenaude         Treasurer and                      March 30, 1999
-------------------------      Secretary (Principal
Wayne F. Patenaude             Financial Officer and
                               Principal Accounting Officer)


Norbert H. Beauchemin*         Director                           March 30, 1999
-------------------------
Norbert H. Beauchemin


Walter J. Hushak*              Director                           March 30, 1999
-------------------------
Walter J. Hushak


Michael J. Karabin*            Director                           March 30, 1999
-------------------------
Michael J. Karabin




                                     - 20 -
<PAGE>

David P. Kelley*               Director                           March 30, 1999
-------------------------
David P. Kelley


Frederick E. Kuhr*             Director                           March 30, 1999
-------------------------
Frederick E. Kuhr


Joseph J. Laporte*             Director                           March 30, 1999
-------------------------
Joseph J. LaPorte


                               Director
-------------------------
Ralph G. Mann


Andrew J. Meade*               Director                           March 30, 1999
-------------------------
Andrew J. Meade


Frank R. Miller*               Director                           March 30, 1999
-------------------------
Frank R. Miller


Anthony S. Pizzitola*          Director                           March 30, 1999
-------------------------
Anthony S. Pizzitola


Dennis J. Stanek*              Director                           March 30, 1999
-------------------------
Dennis J. Stanek




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




                                     - 21 -
<PAGE>




                                  EXHIBIT INDEX

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

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

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

3.3            Certificate of Amendment of Certificate of
               Incorporation dated May 20, 1996 (Incorporated by
               reference to Exhibit 3.3 to the 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)



                                - 22 -
<PAGE>


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

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

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

10.7*          Southington Savings Bank Supplemental Executive
               Retirement Plan (effective December 21, 1998)

13.1           Annual Report to Security Holders

21             Subsidiaries of Registrant

24             Power of Attorney

27             1998 Financial Data Schedule

99             1999 Proxy Statement

----------------------
*    Management contract or compensatory plan or arrangement.