UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20547

                                    FORM 10-Q

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

     For the quarterly period ended     March 31, 1999
                                   ---------------------------------------------

                                       or

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

     Commission file Number              000-23419
                           -----------------------------------------------------

                                    NMBT CORP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                               06-1496548
----------------------------------------          -------------------
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification No.)

55 Main Street, New Milford, Connecticut               06776-2400
----------------------------------------          -------------------
(Address of principal executive offices)               (ZIP Code)

Registrant's telephone number, including area code      (860) 355-1171
                                                  ------------------------------


     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. [ X ] Yes [ ] No

     The number of shares of Common Stock, par value $.01 per share, outstanding
as of May 12, 1999 was 2,663,358.


<PAGE>



NMBT CORP
Form 10Q
March 31, 1999


                                TABLE OF CONTENTS

                                                                            Page

PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Statements of Condition (Unaudited)
              March 31, 1999 and December 31, 1998                             3

         Consolidated Statements of Operations (Unaudited)
              Three Months Ended March 31, 1999 and March 31, 1998             4

         Consolidated Statements of Comprehensive Income (Unaudited)
              Three Months Ended March 31, 1999 and March 31, 1998             5

         Consolidated Statements of Cash Flows (Unaudited)
              Three Months Ended March 31, 1999 and March 31, 1998             6

         Consolidated Statements of Changes in Stockholders' Equity
              (Unaudited)Three Months Ended March 31, 1999 and March 31, 1998  7

         Notes to Consolidated Financial Statements                            8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           16


PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     17

SIGNATURES                                                                    18


<PAGE>




                                    NMBT CORP
                CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
                   DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

<TABLE>
<CAPTION>
----------------------------------------------------------------------------        --------------    ------------------
                                                                                    March 31, 1999    December 31, 1998
                                                                                    --------------    ------------------
<S>                                                                                   <C>                <C>
ASSETS
Cash and due from banks                                                               $   14,170         $   13,934
Interest-bearing deposits                                                                 11,957             13,730
-----------------------------------------------------------------------------         ----------         ----------
        Cash and cash equivalents                                                         26,127             27,664
-----------------------------------------------------------------------------         ----------         ----------

Securities:
Available for sale, at fair value (amortized cost of $74,793 in 1999                      74,958             76,326
   and $75,302 in 1998)
Held to maturity, at amortized cost (fair value of $43,688 in 1999                        43,855             40,364
   and $40,769 in 1998)
-----------------------------------------------------------------------------         ----------         ----------
        Total securities                                                                 118,813            116,690
-----------------------------------------------------------------------------         ----------         ----------

Loans                                                                                    230,365            229,945
Less allowance for loan losses                                                             4,005              3,839
-----------------------------------------------------------------------------         ----------         ----------
        Loans, net                                                                       226,360            226,106
-----------------------------------------------------------------------------         ----------         ----------

Real estate owned, net                                                                       204                 --
Premises and equipment, net                                                                3,478              3,546
Excess of cost over fair value of net assets acquired, net                                   212                271
Accrued interest and other assets                                                          5,998              6,204
-----------------------------------------------------------------------------         ----------         ----------

        Total assets                                                                  $  381,192         $  380,481
=============================================================================         ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
        Noninterest-bearing checking                                                  $   40,144         $   44,414
        Interest-bearing checking                                                         98,353             99,216
        Savings                                                                           73,392             72,334
        Time deposits under $100                                                          76,562             77,662
        Time deposits $100 or more                                                        19,245             17,997
-----------------------------------------------------------------------------         ----------         ----------
        Total deposits                                                                   307,696            311,623
-----------------------------------------------------------------------------         ----------         ----------

Advances from Federal Home Loan Bank of Boston (FHLB)                                     42,312             37,672
Accrued interest and other liabilities                                                     2,577              2,498
-----------------------------------------------------------------------------         ----------         ----------
        Total liabilities                                                                352,585            351,793
-----------------------------------------------------------------------------         ----------         ----------

Stockholders' equity:
        Common stock, $0.01 par value
        Shares authorized: 8,000,000
        Shares outstanding:  1999 - 2,663,358;  1998 - 2,663,358                              27                 27
        Additional paid-in capital                                                        18,143             18,143
        Retained earnings                                                                 10,328              9,842
        Accumulated other comprehensive income, net of tax                                   109                676
-----------------------------------------------------------------------------         ----------         ----------
        Total stockholders' equity                                                        28,607             28,688
-----------------------------------------------------------------------------         ----------         ----------
        Total liabilities and stockholders' equity                                    $  381,192         $  380,481
=============================================================================         ==========         ==========
</TABLE>

See notes to consolidated financial statements.

                                       3

<PAGE>



                                    NMBT CORP
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                       IN THOUSANDS, EXCEPT PER SHARE DATA

<TABLE>
<CAPTION>
--------------------------------------------------------------------------  ----------------------------
                                                                                THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                                 1999          1998
                                                                            -------------- -------------
<S>                                                                            <C>            <C>
INTEREST AND DIVIDEND INCOME
Interest and fees on loans                                                     $ 4,220        $ 4,468
U.S. Treasury and agency securities                                              1,364          1,032
Municipal securities                                                               240            199
Corporate securities                                                                33             --
Dividends on FHLB stock                                                             32             28
Interest-bearing deposits                                                           77            102
--------------------------------------------------------------------------     -------        -------
        Total interest and dividend income                                       5,966          5,829
--------------------------------------------------------------------------     -------        -------

INTEREST EXPENSE
Interest-bearing checking                                                          318            365
Savings                                                                            394            357
Time deposits under $100                                                           918          1,077
Time deposits $100 or more                                                         241            245
FHLB advances and capital leases                                                   521            391
--------------------------------------------------------------------------     -------        -------
        Total interest expense                                                   2,392          2,435
--------------------------------------------------------------------------     -------        -------

Net interest and dividend income                                                 3,574          3,394
Provision for loan losses                                                          167            141
--------------------------------------------------------------------------     -------        -------
Net interest and dividend income after provision for loan losses                 3,407          3,253
--------------------------------------------------------------------------     -------        -------

NONINTEREST INCOME
Service charges on deposit accounts                                                252            242
Other service charges, commissions and fees                                         88             89
Loan servicing fees                                                                 50             15
Gain on sale of securities                                                          --             51
Net gains from loans sold                                                          205            145
Other income                                                                        85             26
--------------------------------------------------------------------------     -------        -------
        Total noninterest income                                                   680            568
--------------------------------------------------------------------------     -------        -------

NONINTEREST EXPENSE
Compensation, payroll taxes and benefits                                         1,613          1,469
Occupancy                                                                          281            257
Furniture and equipment                                                            199            188
Data processing                                                                     85             78
Stationery, printing and supplies                                                   98            122
Marketing, advertising and investor relations                                      168            101
Legal and professional fees                                                        128             48
Other general and administrative expense                                           375            388
--------------------------------------------------------------------------     -------        -------
        Total general and administrative expense                                 2,947          2,651
Operations of real estate owned                                                   (159)             1
Amortization of intangible assets                                                   59             59
--------------------------------------------------------------------------     -------        -------
        Total noninterest expense                                                2,847          2,711
--------------------------------------------------------------------------     -------        -------

Income before provision for income taxes                                         1,240          1,110
Provision for income taxes                                                         488            414
--------------------------------------------------------------------------     -------        -------

Net income                                                                     $   752        $   696
==========================================================================     =======        =======

Basic earnings per share                                                       $  0.28        $  0.26
Diluted earnings per share                                                     $  0.27        $  0.25
--------------------------------------------------------------------------     -------        -------

Average basic shares outstanding                                                 2,663          2,632
Average diluted shares outstanding                                               2,803          2,807
--------------------------------------------------------------------------     -------        -------

Cash dividends per share                                                       $  0.10        $  0.08
--------------------------------------------------------------------------     -------        -------
</TABLE>

See notes to consolidated financial statements.


                                       4

<PAGE>



                                    NMBT CORP
           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                  IN THOUSANDS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------- -----------------------------------------
                                                                                      THREE MONTHS ENDED
                                                                              MARCH 31, 1999       MARCH 31, 1998
-------------------------------------------------------------------------- -------------------- --------------------
<S>                                                                                  <C>              <C>
Net Income                                                                           $ 752            $ 696
Other comprehensive income,
   net of tax:
   Unrealized net losses on
     securities:
     Unrealized net holding
       losses arising during
       period                                                                        $(567)           $ (50)
    Less: reclassification
       adjustment for gains
       included in net income                                                           --              (34)
--------------------------------------------------------------------------           -----            -----
Other comprehensive income                                                            (567)             (84)
==========================================================================           =====            =====
Comprehensive income                                                                 $ 185            $ 612
==========================================================================           =====            =====
</TABLE>


See notes to consolidated financial statements.





                                       5


<PAGE>



                                    NMBT CORP
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  IN THOUSANDS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------- ------------------------------------------
                                                                                             Three Months Ended
                                                                                     MARCH 31, 1999       MARCH 31, 1998
                                                                                  -------------------- ---------------------
<S>                                                                                     <C>                   <C>
OPERATING ACTIVITIES
Net Income                                                                              $    752              $    696
Adjustments to reconcile net income to net cash provided by
   Operating activities:
   Depreciation and amortization                                                             199                   189
   Provision for loan losses                                                                 167                   141
   Net amortization of securities                                                             70                    47
   Deferred income taxes                                                                     156                     1
   Realized securities gains, net                                                             --                   (51)
   Loans originated for sale                                                             (24,347)              (11,425)
   Proceeds from loans sold, net                                                          25,686                11,801
   Gains from loans sold, net                                                               (205)                 (145)
   Realized gains from real estate owned sales, net                                         (198)                  (21)
   (Increase) decrease in interest receivable                                                421                   (13)
   (Increase) decrease in other assets                                                       161                  (172)
   Increase in interest payable                                                               36                    63
   Increase (decrease) in other liabilities                                                   43                   (98)
---------------------------------------------------------------------------------       --------              --------
   Net cash provided by operating activities                                               2,941                 1,013
---------------------------------------------------------------------------------       --------              --------

INVESTING ACTIVITIES
Purchases of held to maturity (HTM) securities                                            (7,000)              (10,000)
Net loan originations                                                                     (1,983)                 (860)
Purchases of available for sale (AFS) securities                                          (1,526)               (8,552)
Net purchases of premises and equipment                                                      (72)                 (142)
Proceeds from sales of real estate owned                                                     182                   170
Proceeds from maturities of AFS securities                                                 2,127                 7,712
Proceeds from maturities of HTM securities                                                 3,483                 5,995
Proceeds from sales of AFS securities                                                         --                 2,370
Purchases of FHLB stock                                                                     (136)                   --
---------------------------------------------------------------------------------       --------              --------
   Net cash used for investing activities                                                 (4,925)               (3,307)
---------------------------------------------------------------------------------       --------              --------

FINANCING ACTIVITIES
Net increase in advances from FHLB                                                         4,640                 7,091
Net increase in time deposits                                                                148                 1,779
Net increase (decrease) in checking and savings deposits                                  (4,075)                4,840
Cash dividends                                                                              (266)                 (210)
Net proceeds from exercise of stock options                                                   --                   401
Other                                                                                         --                    (8)
---------------------------------------------------------------------------------       --------              --------
   Net cash provided by financing activities                                                 447                13,893
---------------------------------------------------------------------------------       --------              --------

Increase (decrease) in cash and cash equivalents                                          (1,537)               11,599
Cash and cash equivalents, beginning of period                                            27,664                22,762

=================================================================================       ========              ========
Cash and cash equivalents, end of period                                                $ 26,127              $ 34,361
=================================================================================       ========              ========

CASH PAID DURING PERIOD
Interest to depositors and creditors                                                    $  2,357              $  2,372
Income taxes                                                                                 139                   449

NON-CASH TRANSFERS
Transfer of loans to real estate owned                                                       339                    --
Net change in unrealized gains on AFS securities                                            (567)                  (84)
Financed portion of sales of real estate owned                                               151                    12
</TABLE>

See notes to consolidated financial statements.


                                       6

<PAGE>





                                    NMBT CORP
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                                  IN THOUSANDS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                  TOTAL         RETAINED      ACCUMULATED OTHER  COMMON STOCK     ADDITIONAL         SHARES
                                                EARNINGS        COMPREHENSIVE                  PAID-IN CAPITAL     OUTSTANDING
                                                                   INCOME
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>              <C>             <C>             <C>                <C>  
JANUARY 1, 1998                 $ 25,330         $  7,548         $    378        $     26        $ 17,378           2,615
Net income                           696              696
Comprehensive income                 (84)                              (84)
Proceeds from exercise
of stock options                     401                                                               401              25
Cash dividends                      (210)            (210)
                                -------------------------------------------------------------------------------------------

MARCH 31, 1998                  $ 26,133         $  8,034         $    294        $     26        $ 17,779           2,640
                                ===========================================================================================


JANUARY 1, 1999                 $ 28,688         $  9,842         $    676        $     27        $ 18,143           2,663
Net income                           752              752
Comprehensive income                (567)                             (567)
Cash dividends                      (266)            (266)
                                -------------------------------------------------------------------------------------------

MARCH 31, 1999                  $ 28,607         $ 10,328         $    109        $     27        $ 18,143           2,663
                                ===========================================================================================
</TABLE>


See notes to consolidated financial statements.




                                       7

<PAGE>



NMBT CORP
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

NMBT CORP (the "Company"),  a Delaware corporation formed in November,  1997, is
the registered bank holding company for NMBT, a wholly owned subsidiary. NMBT is
a  state-chartered  commercial bank and is the Company's only subsidiary and its
primary investment.

The interim unaudited consolidated financial statements of the Company have been
prepared in conformity with generally accepted  accounting  principles.  Certain
financial  information  that is normally  included in the  financial  statements
prepared in accordance with generally accepted accounting principles,  but which
is not required for interim reporting  purposes,  has been condensed or omitted.
In preparing the interim  financial  statements,  management is required to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  as of the date of the balance  sheet and  revenues and expenses for
the period. Actual results could differ significantly from those estimates.

In the opinion of management,  the accompanying  interim unaudited  consolidated
financial  statements  contain all adjustments  (consisting of normal  recurring
adjustments)  necessary to present fairly the Company's financial position as of
March 31,  1999,  and the results of its  operations  and its cash flows for the
three months then ended. The results of operations for the periods shown are not
necessarily  indicative  of the  results  to be  expected  for the  year  ending
December 31, 1999. The accompanying  interim  unaudited  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto included in the Company's 1998 Annual Report.


NOTE 2.  SECURITIES

The aggregate  amortized cost and estimated fair values of securities  available
for sale at March 31, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
-------------------------------------------- ----------------------------------------------------------------------
                                                                        MARCH 31, 1999
-------------------------------------------- ----------------------------------------------------------------------
Dollars in thousands                              AMORTIZED         GROSS            GROSS           ESTIMATED
                                                    COST         UNREALIZED        UNREALIZED        FAIR VALUE
                                                                    GAINS            LOSSES
-------------------------------------------- ----------------- ---------------- ----------------- -----------------
<S>                                                   <C>                 <C>               <C>            <C>
U.S. Treasury and agency                              $48,179              $62              $434           $47,807
Municipal                                              22,307              577                16            22,868
Mortgage-backed                                         1,108               20                 -             1,128
Corporate                                               1,083                -                44             1,039
-------------------------------------------- ----------------- ---------------- ----------------- -----------------
Total debt securities                                  72,677              659               494            72,842
FHLB Stock                                              2,116                -                 -             2,116
============================================ ================= ================ ================= =================
Total securities available for sale                   $74,793             $659              $494           $74,958
============================================ ================= ================ ================= =================
</TABLE>




                                       8

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------- ----------------------------------------------------------------------
                                                                        DECEMBER 31, 1998
--------------------------------------------- ----------------------------------------------------------------------
Dollars in thousands                              AMORTIZED         GROSS            GROSS           ESTIMATED
                                                    COST         UNREALIZED        UNREALIZED        FAIR VALUE
                                                                    GAINS            LOSSES
-------------------------------------------- ----------------- ---------------- ----------------- -----------------
<S>                                                    <C>                  <C>              <C>            <C>
U.S. Treasury and agency                               $50,204              $434             $140           $50,498
Municipal                                               20,797               698                2            21,493
Mortgage-backed                                          1,236                19                -             1,255
Corporate                                                1,085                15                -             1,100
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
Total debt securities                                   73,322             1,166              142            74,346
FHLB Stock                                               1,980                 -                -             1,980
============================================= ================= ================= ================ =================
Total securities available for sale                    $75,302            $1,166             $142           $76,326
============================================= ================= ================= ================ =================
</TABLE>


The aggregate  amortized  cost and estimated  fair values of securities  held to
maturity at March 31, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
--------------------------------------------- ----------------------------------------------------------------------
                                                                         MARCH 31, 1999
--------------------------------------------- ----------------------------------------------------------------------
Dollars in thousands                              AMORTIZED         GROSS            GROSS           ESTIMATED
                                                    COST         UNREALIZED        UNREALIZED        FAIR VALUE
                                                                    GAINS            LOSSES
-------------------------------------------- ----------------- ---------------- ----------------- -----------------
<S>                                                    <C>                   <C>             <C>            <C>
U.S. Treasury and agency                               $30,008               $46             $333           $29,721
Mortgage-backed                                         12,800               181               12            12,969
Corporate                                                1,047                 -               49               998
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
============================================= ================= ================= ================ =================
Total securities held to maturity                      $43,855              $227             $394           $43,688
============================================= ================= ================= ================ =================

<CAPTION>

--------------------------------------------- ----------------------------------------------------------------------
                                                                        DECEMBER 31, 1998
--------------------------------------------- ----------------------------------------------------------------------
Dollars in thousands                              AMORTIZED         GROSS            GROSS           ESTIMATED
                                                    COST         UNREALIZED        UNREALIZED        FAIR VALUE
                                                                    GAINS            LOSSES
-------------------------------------------- ----------------- ---------------- ----------------- -----------------
<S>                                                    <C>                  <C>               <C>           <C>
U.S. Treasury and agency                               $25,008              $250              $24           $25,234
Mortgage-backed                                         14,308               207               17            14,498
Corporate                                                1,048                 -               11             1,037
--------------------------------------------- ----------------- ----------------- ---------------- -----------------
============================================= ================= ================= ================ =================
Total securities held to maturity                      $40,364              $457              $52           $40,769
============================================= ================= ================= ================ =================
</TABLE>


Securities  with a carrying  value of $3.1 million and $3.0 million were pledged
as  collateral  for public  deposits as of March 31, 1999 and December 31, 1998,
respectively.



                                       9

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

NOTE 3.  LOANS AND ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
------------------------------------------- ----------------------------- -----------------------------
In thousands                                              MARCH 31, 1999             DECEMBER 31, 1998
------------------------------------------- ----------------------------- -----------------------------
<S>                                                             <C>                           <C>
Real estate                                                     $191,883                      $192,381
Commercial and industrial                                         17,133                        16,107
Installment and education                                          6,550                         7,137
Construction and development                                      14,003                        13,443
Cash reserve and credit cards                                        796                           877
=========================================== ============================= =============================
Total Loans                                                     $230,365                      $229,945
=========================================== ============================= =============================
</TABLE>


Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
                                                                                      PERIOD ENDED
                                                                   ----------------------------------------------------
In thousands                                                                  MARCH 31, 1999         DECEMBER 31, 1998
------------------------------------------------------------------ -------------------------- -------------------------
<S>                                                                                   <C>                       <C>
Allowance for loan losses at beginning of year                                        $3,839                    $3,537
Provision for loan losses charged against income                                         167                       371
Transfer to liability for estimated losses from off-balance
sheet credit instruments                                                                   -                     (110)
Loan losses, net of recoveries                                                           (1)                        41
================================================================== ========================== =========================
Allowance for loan losses at end of period                                            $4,005                    $3,839
================================================================== ========================== =========================
</TABLE>


Loans to executive officers,  principal  stockholders,  directors,  companies of
which directors are principal  owners,  and individuals  directly  related to or
affiliated with directors and executive  officers  aggregated  $2.28 million and
$2.50 million at March 31, 1999 and December 31, 1998, respectively.


NOTE 4.  EARNINGS PER SHARE

Basic  earnings  per share are  computed by dividing  net income by the weighted
average number of common shares  outstanding  during the period. The computation
of diluted  earnings per share is similar to the  computation  of basic earnings
per share  except that the  denominator  is  increased  to include the number of
additional  common  shares  that would  have been  outstanding  if the  dilutive
potential common shares, consisting solely of stock options, had been issued.

Weighted  average common shares  outstanding used to calculate basic and diluted
earnings  per share for the  three-month  periods  ended March 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                            -------------------------------------------------------
           In thousands                                          MARCH 31, 1999              MARCH 31, 1998
           ------------------------------------------------ -------------------------- ----------------------------
<S>                                                                             <C>                          <C>
           Weighted average common shares:
              Basic                                                             2,663                        2,632
              Effect of dilutive stock options                                    140                          175
           ================================================ ========================== ============================
              Diluted                                                           2,803                        2,807
           ================================================ ========================== ============================
</TABLE>


                                       10

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

NOTE 5.  COMPREHENSIVE INCOME

On January 1, 1998,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  No.  130  (SFAS  130),  "Reporting  Comprehensive  Income".  SFAS 130
requires the  reporting of  comprehensive  income in addition to net income from
operations.  Comprehensive  income  is  a  more  inclusive  financial  reporting
methodology  that includes  disclosure  of certain  financial  information  that
historically has not been recognized in the calculation of net income.

The Company held  securities  classified as available for sale at March 31, 1999
and December 31, 1998, which had unrealized  gains. The before-tax and after-tax
amounts for these unrealized gains, as well as the tax  (expense)/benefits,  are
summarized as follows:

<TABLE>
<CAPTION>
                                                    March 31, 1999                                 December 31, 1998
                                      -------------------------------------------      ------------------------------------------
In thousands                              BEFORE        TAX            AFTER              BEFORE         TAX             AFTER
                                           TAX       (EXPENSE)/         TAX                TAX         (EXPENSE)/         TAX
                                                       BENEFIT                                          BENEFIT
------------------------------------- ------------- -------------- -------------- ---- ------------- --------------- -------------
<S>                                           <C>           <C>             <C>              <C>             <C>             <C>
Unrealized holding gains                      $165          ($56)           $109             $1,075          ($365)          $710
Reclassification adjustment
for gains included in net
income                                           -              -              -               (51)              17          (34)
===================================== ============= ============== ============== ==== ============= =============== =============
Accumulated
other
comprehensive income                          $165          ($56)           $109             $1,024          ($348)          $676
===================================== ============= ============== ============== ==== ============= =============== =============
</TABLE>



                                       11

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

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

GENERAL

The Company,  a Delaware  corporation  formed in 1997,  is the  registered  bank
holding company for NMBT, a wholly owned subsidiary  formed in 1975. NMBT is the
Company's only subsidiary and its primary investment.


FORWARD-LOOKING STATEMENTS

The  Company  has  made,  and may  continue  to  make,  various  forward-looking
statements  with respect to earnings,  credit  quality and other  financial  and
business matters for periods  subsequent to March 31, 1999. The Company cautions
that these forward-looking statements are subject to numerous assumptions, risks
and   uncertainties,   and  that  statements   relating  to  subsequent  periods
increasingly  are  subject  to  greater  uncertainty  because  of the  increased
likelihood  of changes in underlying  factors and  assumptions.  Actual  results
could differ materially from forward-looking statements.

In  addition  to those  factors  previously  disclosed  by the Company and those
factors  identified  elsewhere herein,  the following factors could cause actual
results to differ materially from such forward-looking  statements:  competitive
pressures on loan and deposit  product  pricing;  other actions of  competitors;
changes in economic conditions;  the extent and timing of actions of the Federal
Reserve  Board;  customer  deposit  disintermediation;   changes  in  customers'
acceptance  of NMBT's  products  and  services;  and the  extent  and  timing of
legislative and regulatory actions and reform.

The Company's forward-looking statements speak only as of the date on which such
statements  are made.  By making any  forward-looking  statements,  the  Company
assumes no duty to update them to reflect new, changing or unanticipated  events
or circumstances.


RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Net income  increased 8.1% to $0.75 million,  or $0.27 per diluted share for the
first quarter ended March 31, 1999, as compared to net income of $0.69  million,
or $0.25 per diluted  share for the first  quarter of 1998.  The increase in net
income was  accomplished  despite a $0.13 million charge to the tax provision in
connection  with the formation of NMBT Mortgage  Company,  a Passive  Investment
Company  ("PIC"),  to take  advantage  of  recent  changes  in  Connecticut  tax
statutes.  Effective  January 1, 1999,  the  Connecticut  statute allows NMBT to
transfer  mortgages into a PIC.  Income of the PIC and its dividends to NMBT are
exempt from the Connecticut Corporation Business Tax. Therefore, for fiscal 1999
NMBT's  effective tax rate is expected to be  approximately 3 percent lower than
in fiscal  1998.  The  formation  of the PIC has  required  NMBT to  establish a
valuation  allowance  against  existing  deferred  state tax assets that are not
expected to be realized in future years.  Accordingly,  NMBT's tax provision for
the quarter ended March 31, 1999 includes a charge of $0.13 million.  Management
anticipates  that the PIC will benefit net income for the  remainder of 1999 and
that this charge will be recovered by June 30, 1999.

Net interest and dividend  income for the quarter ended March 31, 1999 increased
by $0.18 million or 5.3%. The net interest  spread,  the difference  between the
yield  earned  on loans  and  investments  and the  rate  paid on  deposits  and
borrowings, was 4.2% for the three months ended March 31, 1999, and 4.5% for the
three  months ended March 31,  1998.  The  increase in net interest  income is a
reflection of increased  interest-earning  assets and was accomplished despite a
continued  contraction  in the interest rate spread caused by seasonal  factors,
customer demand for fixed rate loans and increased  price  competition for loans
and deposits.



                                       12

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

Management estimates the allowance for loan losses based on an evaluation of the
Company's  past loan  experience,  known and  inherent  risks in the  portfolio,
estimated  value of  underlying  collateral,  and current  economic  conditions.
Establishing  the  allowance  for loan losses  involves  significant  management
judgments using the best information  available at the time. Those judgments are
subject  to  further  review  by  various   sources,   including  the  Company's
regulators. Adjustments to the allowance for loan losses may be necessary in the
future based on changes in economic and real estate market  conditions,  further
information  obtained  regarding  known problem  loans,  the  identification  of
additional  problem loans, and other factors.  The provision for loan losses for
the quarter  ended March 31, 1999 was $0.17 million as compared to $0.14 million
for the same period in 1998. In  management's  judgment,  the allowance for loan
losses is adequate to absorb probable losses in the existing portfolio.

Also contributing to the Company's  improved  financial  performance was a 19.9%
increase in noninterest  income comparing the first quarter of 1999 to the first
quarter  of 1998,  due to  strong  activity  in the  mortgage  banking  area and
increased fee income.  Noninterest  expenses were up 5.0% from the first quarter
of the previous year, mainly due to increased staff in the mortgage banking area
and general price increases on leases and supplies. From March 31, 1998 to March
31, 1999,  total assets have grown 8.6%, loans grew 2.6% and deposits have grown
5.3%. These growth rates have also contributed to increased overhead.

Total assets increased 0.2% to $381.19 million as of March 31, 1999 from $380.48
million as of December 31, 1998.  Deposits declined by $3.93 million and Federal
Home Loan Bank  advances  of $4.64  million  were  borrowed  to match  funds for
selected fixed rate commercial loans and securities.


IMPAIRED LOANS

The recorded  investment in loans considered to be impaired was $2.66 million at
March 31, 1999,  and $2.82  million at December 31, 1998,  and consists of loans
for which an allowance of $0.30 million and $0.32 million,  for the same periods
respectively, has been established. Income recorded on impaired loans during the
first  three  months  of 1999 for the  portion  of this  period  that  they were
impaired was $0.02  million.  Average  investment in impaired  loans during this
same period of 1999 was $2.68  million as compared to $4.07  million  during the
first  quarter of 1998.  Nonaccruing  loans at March 31,  1999,  included  $1.65
million of loans  considered  to be impaired,  as compared with $2.05 million at
December 31, 1998.



                                       13

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999


NONPERFORMING ASSETS

Nonperforming  loans consist  principally  of residential  and commercial  loans
collateralized  by real estate and real  estate  acquired  through  foreclosures
(real estate owned). Nonperforming assets and relevant ratios were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------ ------------------------- -------------------------
Dollars in thousands                                                               MARCH 31, 1999         DECEMBER 31, 1998
------------------------------------------------------------------------ ------------------------- -------------------------
<S>                                                                                        <C>                       <C>
Total nonperforming loans                                                                  $2,305                    $2,694
Real estate owned                                                                             204                         -
------------------------------------------------------------------------ ------------------------- -------------------------
Total nonperforming assets                                                                 $2,509                    $2,694
======================================================================== ========================= =========================
Total nonperforming loans/Total loans                                                       1.00%                     1.17%
Total nonperforming assets/Total assets                                                     0.66%                     0.71%
Allowance for loan losses/Total nonperforming loans                                       173.75%                   142.48%
</TABLE>


LIQUIDITY MANAGEMENT

For  information  about  the  Company's  liquidity  position,  see  Management's
Discussion  and Analysis in its 1998 Annual  Report to  Stockholders,  which was
also  incorporated  into the  Company's  Annual  Report  to the  Securities  and
Exchange  Commission on Form 10K. There has been no material change in that data
since it was reported.


CAPITAL

At March 31,  1999,  the Company  had $28.60  million in  stockholders'  equity,
compared with $28.69 million at December 31, 1998. The decline in  stockholders'
equity from the end of 1998 was due to the following:  a $0.57 million  negative
adjustment  for net unrealized  gains on securities  available for sale; and the
retention of $0.75 million in net earnings, less cash dividends paid on February
12, 1999, of $0.27 million.

The following  reflects the Company's  capital ratios (which exclude  intangible
assets and the adjustments for net unrealized gains on securities  available for
sale):

<TABLE>
<CAPTION>
------------------------------------- --------------------------- --------------------------- ---------------------------
Dollars in thousands                              MARCH 31, 1999           DECEMBER 31, 1998          REGULATORY MINIMUM
------------------------------------- --------------------------- --------------------------- ---------------------------
<S>                                                     <C>                         <C>                            <C>
Risk-based capital ratios:
   Tier 1 capital ratio                                   12.66%                      12.19%                       4.00%
   Total capital ratio                                    14.29%                      14.13%                       8.00%

Leverage ratio                                             7.63%                       7.40%                       3.00%

Tier 1 capital                                           $28,168                     $27,647
Total risk-based capital                                 $30,890                     $30,351
Total risk-adjusted assets                              $216,142                    $214,786
</TABLE>

There are no  significant  differences  between the Company's and NMBT's capital
and capital ratios.

For further information about the Company's capital, see Management's Discussion
and  Analysis  in its  1998  Annual  Report  to  Stockholders,  which  was  also
incorporated  into the Company's  Annual Report to the  Securities  and Exchange
Commission on Form 10K.



                                       14

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999


YEAR 2000 READINESS

BACKGROUND

The Company's overall goal is to be "Year 2000 Ready," which means that critical
systems, devices, applications or business relationships have been evaluated and
are expected to be suitable for  continued use into and beyond the Year 2000. In
the event the  aforementioned are not suitable for continued use or malfunction,
contingency plans will be in place.

The  Company  began  addressing  Year 2000 in 1996 by  establishing  a Year 2000
committee to  identify,  monitor and document  Year 2000  activities  and report
those  findings to the Board of Directors.  Senior  management  and the Board of
Directors receive regular updates on the status of the Company's Year 2000 Plan.

The  Company  is  using a  multi-phase  approach  to Year  2000  which  includes
inventory,  assessment,  remediation,  testing  and  contingency  planning.  The
inventory  and  assessment  phases  were  completed  in  1997.  As a part of the
assessment  process,  remediation  strategies  were  identified and estimates of
remediation  costs were  developed.  The Company has utilized  both internal and
external  resources to remediate and test for Year 2000 readiness.  The majority
of the Company's systems requiring remediation have been modified or replaced.

The Company initiated formal communications with government agencies,  suppliers
and large  customers to determine  the extent to which the Company is vulnerable
to those third  parties'  failure to remediate  the Year 2000 Issue.  While this
information will be used to mitigate these risks, there can be no assurance that
any third party  systems  will be Year 2000  compliant on a timely basis or that
noncompliance will not have an adverse material impact on the Company.


COSTS

The Company  currently plans to complete Year 2000 remediation by June 30, 1999.
The  total  remaining  cost of the Year  2000  issue is  estimated  at less than
$50,000.  To date,  the Company has  incurred  costs of $40,000  which have been
expensed as incurred. The costs of the project and the date on which the Company
plans to  complete  Year  2000  modifications  are  based on  management's  best
estimates,  which were derived utilizing  numerous  assumptions of future events
including the continued  availability of certain resources,  third parties' Year
2000 readiness and other factors.


RISK ASSESSMENT

At this time, the Company  believes that completed and planned  modifications of
its internal  systems and equipment will allow it to be Year 2000 compliant in a
timely manner. There can be no assurance,  however,  that the Company's internal
systems or equipment or those of third parties on which the Company  relies will
be Year  2000  compliant  in a  timely  manner  or that the  Company's  or third
parties'  contingency plans will mitigate the effects of any noncompliance.  The
failure of the systems or equipment of the Company or third  parties  (which the
Company  believes is the most likely  worst case  scenario)  could result in the
reduction or suspension of the  Company's  operations  and could have a material
adverse effect on the Company's business or consolidated financial statements.


CONTINGENCY PLANNING

The Company is revising its existing  contingency  plans to address internal and
external  issues  specific  to  Year  2000  to  the  extent  practicable.  These
contingency  plan  revisions are expected to be completed by September 30, 1999.
The plans,  which are  intended  to enable the Company to continue to operate to
the extent that it can do so prudently,  include  performing  certain  processes
manually;  repairing or obtaining replacement systems;  changing



                                       15

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999

suppliers; and reducing or suspending operations. The Company believes, however,
that  due to the  widespread  nature  of the  potential  Year  2000  Issue,  the
contingency  planning  process is an  ongoing  one which  will  require  further
modifications as the Company obtains  additional  information  regarding (1) the
Company's  internal  systems and equipment  during the  remediation  and testing
phases of its Year 2000  project  and (2) the  status of third  party  Year 2000
readiness.

The preceding "Year 2000 Readiness" discussion contains various  forward-looking
statements  which  represent the  Company's  beliefs or  expectations  regarding
future  events.  When used in the "Year  2000  Readiness"  discussion,  the word
"believes,"  "expects," and "estimates" and similar  expressions are intended to
identify forward-looking statements. Forward-looking statements include, without
limitation,  the  Company's  expectations  as  to  when  it  will  complete  the
remediation and testing phases of its Year 2000 project as well as its Year 2000
contingency plans; its estimated cost of achieving Year 2000 readiness;  and the
Company's  belief  that its  internal  systems and  equipment  will be Year 2000
compliant in a timely manner. All forward-looking statements involve a number of
risks and uncertainties that could cause the actual results to differ materially
from the projected  results.  Factors that may cause these differences  include,
but are not  limited  to, the  availability  of  qualified  personnel  and other
information technology resources; the ability to replace embedded computer chips
in affected  systems or  equipment;  and the actions of  government  agencies or
other third parties with respect to Year 2000 issues.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Quantitative  and  qualitative  disclosure  about  market risk is  presented  at
December  31, 1998 in the  Company's  Annual  Report on Form 10-K filed with the
Securities  and  Exchange  Commission  on March  31,  1999.  There  have been no
material  changes in the  Company's  market risk at March 31, 1999,  compared to
December  31,  1998.  The  following  is an  update of the  discussion  provided
therein:

GENERAL. The Company's largest component of market risk continues to be interest
rate risk.  Virtually  all of this risk  continues  to reside at the bank level.
NMBT still is not subject to foreign currency  exchange or commodity price risk.
At March 31, 1999,  neither the Company nor NMBT owned any trading  assets,  nor
did they utilize hedging transactions such as interest rate swaps and caps.

ASSETS, DEPOSIT LIABILITIES AND BORROWINGS.  There have been no material changes
in the  composition of assets,  deposit  liabilities or borrowings from December
31, 1998 to March 31, 1999.

GAP  ANALYSIS.  There have been no material  changes in the one-year  cumulative
interest sensitivity gap as a percentage of total assets at March 31, 1999, from
December 31, 1998.

INTEREST RATE RISK COMPLIANCE.  NMBT continues to monitor the impact of interest
rate  volatility  upon net interest income in the same manner as at December 31,
1998.  There  have been no changes in the board  approved  limits of  acceptable
variance in net interest  income and net portfolio  value at March 31, 1999, and
the projected  changes  continue to fall within the board approved limits at all
levels of potential interest rate volatility.



                                       16

<PAGE>



NMBT CORP
Form 10Q
March 31, 1999


PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

NMBT is a  defendant  in  certain  claims  and legal  actions  that arose in the
ordinary course of business.  In the opinion of management,  after  consultation
with legal counsel,  these  proceedings,  in the aggregate,  are not expected to
have  a  materially  adverse  effect  on  the  financial  position,  results  of
operations or liquidity of the Company.


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

The Annual Meeting of the  Stockholders  was held on May 4, 1999.  There were no
solicitations  in opposition to any of the Board of Directors'  nominees for the
Board of  Directors or other  motions  acted on at the  Meeting.  The  following
matters were  considered  and voted on, as certified by the Judge of Election at
the Meeting:

1.   Robert W. X. Martin and Harry H. Taylor,  Jr. were each elected to serve as
     Directors  until the Annual Meeting of  Stockholders to be held in the year
     2002 who,  with the six  Directors,  Kevin L.  Dumas,  Louis A. Funk,  Jr.,
     Lawrence  Greenhaus,  Ruth  Henderson,  Terry C.  Pellegrini  and Arthur C.
     Weinshank, whose terms of office did not expire at the Meeting,  constitute
     the full Board. Each nominee received at least 1,924,016,  or 99.04%, votes
     cast FOR.

2.   The  Directors'  appointment  of  Deloitte  & Touche  LLP as the  Company's
     independent  auditors for the year ending December 31, 1999 was ratified by
     1,921,966 votes cast FOR.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A)  EXHIBITS

               Exhibit 27.  Financial  Data Schedule  (included  only with EDGAR
               filing).

     (B)  REPORTS ON FORM 8-K

               None


<PAGE>



NMBT CORP
Form 10Q
March 31, 1999


                                   SIGNATURES

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

                                                  NMBT CORP
                                ------------------------------------------------
                                                 (Registrant)

   May 12, 1999                 /s/ Jay C. Lent
------------------              ------------------------------------------------
       Date                     Jay C. Lent, Executive Vice President, Chief
                                    Financial Officer and Secretary

    May 12, 1999                /s/ Deborah L. Fish
------------------              ------------------------------------------------
       Date                     Deborah L. Fish, Treasurer






                                       18