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, 1999

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

                                       OR

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

For the transition period from              to
                              --------------   ----------------

                        Commission File Number 34-0-25158
                                               ----------

                           BANCORP CONNECTICUT, INC.
         -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                        06-1394443
----------------------                          -----------------------
(State or other jurisdiction of                    (I.R.S. employer
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. (4,809,319 shares) totaled $70,937,455 (based upon the
closing price of $14.75 per share as quoted on the Nasdaq  National  Market tier
of The Nasdaq Stock Market) on March 17, 2000.

     5,227,018 shares of Bancorp Connecticut, Inc. Common Stock were outstanding
at March 17, 2000.

                       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, 1999  (hereinafter  referred to as
          the "1999 Annual Report"); and

     (2)  Management's  definitive  proxy  statement in connection with the 2000
          annual  meeting  of the  shareholders  of  Bancorp  Connecticut,  Inc.
          (hereinafter referred to as the "2000 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  in 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 commercial loans, residential loans, consumer 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
and debit card services,  Internet banking (including bill-paying services), and
cash management  services.  The Bank makes available Savings Bank Life Insurance
("SBLI").  The Bank 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



                                     - 1 -
<PAGE>


through Infinex  Investment Group, a broker-dealer.  Insurance  products such as
annuities are provided  through Infinex  Insurance  Group, a licensed  insurance
agency.

     In the third quarter of 1999,  the Bank sold its trust  operations to Trust
Company of Connecticut  ("TCC").  Since the investment  management  component of
this  activity  had been  outsourced  by the Bank and many of the  Bank's  trust
customers  were already  working with TCC, the Bank believed the sale was in the
Bank's and in its customers' best  interests,  since trust services did not meet
the growth potential and return expectations of the Bank.

     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 continue 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  BCI  Financial   Corporation  ("BCIF"),  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  and  from  the  Federal  Reserve  Bank  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.  The  Bank  also has  realized  income  from  the sale of loans  and
investment  securities.  To a lesser extent, the Bank realizes other noninterest
income,  including income from service charges on deposit accounts,  income from
option call premiums written on marketable equity security  holdings,  brokerage
services,  SBLI  sales,  and fee  income  from the sale and  servicing  of loans
generated by BCIF.

     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 29, 2000,
the Bank had 105 full-time employees and 37 part-time employees. The Company has
no paid employees.



                                     - 2 -
<PAGE>


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

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

     During the past two years,  the Bank's  officers and employees  continually
have engaged in marketing  activities,  including  evaluation and development of
new  services.  During 1999,  the Bank  introduced a new debit card and Internet
banking (including bill-paying services) to its customers. During 1998, the Bank
made  investments  in its new  Wallingford  branch  office and BCIF.  The Bank's
initial  investments in the  Wallingford  branch and in BCIF 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
BCIF  represented  an 80% ownership  interest.

     In 1998, the Bank moved its core  processing  system "in house" rather than
continue the service bureau environment on which it had been operating.  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  $1,991,000.  This cost is being  capitalized and depreciated over
the useful life of the  equipment.  In connection  with the movement of its core
processing  system  "in-house," the Bank also converted to and outsourced  check
image  processing  and  proof of  deposit.

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

     Early  in  2000,  the  Bank  is  expecting  to  introduce  a  comprehensive
Internet-based  cash management  system for its business  customers,  as well as
additional insurance product offerings for all of its customers marketed through
a separate Bank subsidiary.

     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.



                                     - 3 -
<PAGE>


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

     Competition  for loans comes from other savings  banks,  commercial  banks,
savings and loan associations,  insurance companies, consumer finance companies,
mortgage  companies,  credit  unions  and  other  lending  institutions  located
throughout the United States. Recent proposed and completed banking combinations
in New England have  increased  and will increase the resources of several major
banks and other  financial  institutions  that  operate many offices over a wide
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.  Eighteen  offices  (not  including  the Bank's  four  offices) of
banking   institutions  are  located  in  Southington  and  Wallingford   alone.
Additionally,  two banking organizations have publicly announced plans to open a
branch office in  Southington.  At December 31, 1999,  there were  approximately
forty mortgage lenders operating in the towns of Southington, Bristol, Cheshire,
Meriden, 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



                                     - 4 -
<PAGE>


concentration of deposits in both interstate and intrastate  acquisitions.  This
legislation may result in increased competition.

     Federal legislation was recently enacted that allows broad new affiliations
among banks,  securities  companies and insurance  firms.  See  "Regulation  and
Supervision - Gramm-Leach-Bliley Act" below.

     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.



                                     - 5 -
<PAGE>


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

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

     In 1996,  legislation  was enacted which requires the board of directors of
each Connecticut bank to adopt annually and to 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  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, 1998 and 1999 (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);
(iii) permits  out-of-state trust companies to establish and maintain offices in
Connecticut  with the approval of the Banking  Commissioner,  provided  there is



                                     - 6 -
<PAGE>


reciprocity in the home state's laws;  (iv) authorizes 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
(v) authorizes Connecticut banks to engage in certain closely related activities
and  activities  permitted  under  federal law for  federally  chartered  banks.

     Connecticut   legislation   proposed  in  2000  (i)  would   authorize  all
out-of-state  banks to establish  automated  teller  machines in Connecticut and
would authorize  non-banks to establish cash dispensing machines in Connecticut,
and (ii) would expand the  Connecticut  filing and  registration  provisions  of
Connecticut  bank holding  company laws to entities that control a bank which is
not insured by the FDIC or which does not take deposits.

     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 1999,  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 Bank Insurance Fund FDIC insurance premium for the Bank was 0.0% for
1999 and 0.0% for the first six months of 2000.

     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 quarter of 2000
is 2.120 basis points and for the second quarter of 2000 is 2.080 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



                                     - 7 -
<PAGE>


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, 1999,  the Bank's
capital   exceeded   these   minimums.   See   "Management's    Discussion   and
Analysis-Liquidity  and Capital  Resources" in the 1999 Annual Report for a more
detailed  description of these  requirements  and the Bank's capital position at
December 31, 1999.

     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, 1999, the Bank had a leverage capital ratio of 8.30%, a
Tier 1 risk-based  capital ratio of 13.04% and a total risk-based  capital ratio
of 14.29%.  At December  31,  1999,  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



                                     - 8 -
<PAGE>


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  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 1999 through November 3, 1999, these  regulations
generally  required  the  maintenance  of reserves of 3.0%  against  transaction
accounts  of $46.5  million or less and 10.0% of the amount of such  accounts in
excess of such amount.  Effective  November 4, 1999,  the Federal  Reserve Board
decreased the amount of transaction  accounts subject to the reserve requirement
ratio of 3% from $46.5 million to $44.3 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,  prior to the enactment of the  Gramm-Leach-Bliley
Act  in  November  1999,  a bank  holding  company  and  its  subsidiaries  were
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.
With the enactment of the  Gramm-Leach-Bliley  Act, a financial  holding company
may engage in any activity, and may acquire and retain the shares of any company
engaged in any activity, that the Federal Reserve Board has determined (i) to be
financial  in  nature  or  incidental  to  such  financial  activity  or (ii) is
complementary  to a financial  activity and does not pose a substantial  risk to
the safety and soundness of  depository  institutions  or the  financial  system
generally.  A bank holding company may not engage in such activities  unless all
of  its   depository   institution   subsidiaries   are   well-capitalized   and
well-managed,  and the bank  holding  company has filed an election to engage in



                                     - 9 -
<PAGE>


such activities with the Federal Reserve Board. A "financial holding company" is
defined to be a bank holding  company that meets the  requirements  set forth in
the preceding sentence.

     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, 1999,  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.

     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 Bank
is also subject to certain  restrictions  imposed by the Federal  Reserve Act on
making certain investments in the stock or other securities of the Company or in
certain  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 certain  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.

     GRAMM-LEACH-BLILEY ACT

     In  November,  1999,  the  Gramm-Leach-Bliley  Act of 1999 (the  "Act") was
signed  into  federal law by  President  Clinton.  It contains  some of the most
significant reform of financial services regulation in over 60 years. The Act is
divided into seven titles, the most significant features of which are summarized
below.

     Title I permits  affiliations  among banks,  securities firms and insurance
companies.  Financial  institutions are able to structure these new affiliations
through a holding company structure,  or through a financial subsidiary.  A bank
holding company can now qualify as a financial holding company and expand into a
wide variety of financial  services,  provided  that its  subsidiary  depository
institutions   are   well-managed,   well-capitalized   and  have   received   a
"satisfactory" rating on their last Community Reinvestment Act examination.  The
new powers  granted to a financial  holding  company  include the  authority  to



                                     - 10 -
<PAGE>


engage in merchant banking and insurance activities. The financial subsidiary is
a subsidiary  company  that can be used by a national  bank to engage in many of
the activities  permitted for a financial  holding company.

     Insured  state banks also are given the  authority  to engage in  financial
activities  through  subsidiaries,  by virtue  of an  amendment  to the  Federal
Deposit  Insurance Act. Under appropriate  circumstances,  an insured state bank
may  hold an  interest  in a  subsidiary  that is  essentially  equivalent  to a
national  bank's  financial  subsidiary.

     The state bank and all of its  insured  depository  institution  affiliates
must be well  capitalized.  The bank  must  also  comply  with the same  capital
deduction and financial  statement  requirements  and financial and  operational
safeguards  that apply to national banks.  In the bank's  transactions  with its
subsidiary,   the  bank  must  comply  with  the  limits  on  transactions  with
affiliates.

     State banks are not required to divest any interests in  subsidiaries  that
they  lawfully  held when the Act was  enacted,  and such  subsidiaries  are not
required to change their activities.

     State bank subsidiaries are subject to FDIC examination to the same extent
as any other  state  bank  subsidiary.  They  also  remain  subject  to the same
securities-related  rules that govern  national  banks, as long as such rules do
not  affect  the  state  bank's  interest  in  its  equivalent  of  a  financial
subsidiary.

     Under the Act,  individual  states remain  responsible  for  regulating the
business of insurance.  State  insurance  laws,  however,  are preempted if they
prevent  or  significantly   interfere  with  certain  insurance  activities  of
depository  institutions,  namely sales and affiliation  activities.  State laws
governing  other   financial   activities,   except   securities  and  insurance
activities,  are  not  preempted  provided  they  do  not  discriminate  against
depository institutions.

     Title II makes  changes  related to the  securities  industry.  Among these
changes,  the Act replaces the broad exemption banks had enjoyed from Securities
and Exchange Commission  regulation with more limited exemptions and directs the
SEC and the Federal Reserve Board to work together to establish rules for future
hybrid financial products.  In addition,  the Act now requires banks that advise
mutual funds to register with the SEC as investment advisers, and requires banks
selling  mutual  funds to clearly  disclose  that these funds are not  federally
insured.

     Title  III  confirms  that  states  are the  regulators  for the  insurance
activities of all persons,  including acting as the functional regulator for the
insurance  activities  of  federally-chartered  banks.  However,  states may not
prevent depository  institutions and their affiliates from engaging in insurance
activities.  In addition,  the Act encourages  the states to develop  uniform or
reciprocal requirements for the licensing of insurance agents.

     Title IV  closes  a  loophole  for  unitary  thrift  holding  companies  by
outlawing  the  future  acquisition  or  creation  of  new  unitary  thrifts  by
commercial enterprises.

     Title V provides  consumers with new  protections  against the transfer and
use of their  private  personal  information  by financial  institutions.  These
provisions  enable  customers of financial  institutions  to "opt-out" of having
their personal  financial  information  shared with unaffiliated  third parties,



                                     - 11 -
<PAGE>


subject  to  certain  exceptions.  It also is made a federal  crime to obtain or
attempt to obtain private customer financial  information  through fraudulent or
deceptive means.

     Title VI reforms the Federal  Home Loan Bank system to provide  small banks
with  greater  access  to  funds  for  making  loans to  small  businesses,  and
establishes  an improved  capital  structure for the system.

     Title VII requires  automated teller machine operators who impose a fee for
use of an ATM by a noncustomer to disclose the surcharge more prominently. Title
VII also  requires  agreements  between an  insured  depository  institution  or
affiliate  and  a  nongovernmental  entity  in  connection  with  the  Community
Reinvestment  Act to be disclosed both to the public and to the federal  banking
agencies.  For smaller  institutions,  the new law provides possible  regulatory
relief in the form of a longer period between examinations.

     The Company  expects the Act to increase  competition,  especially  because
many financial  institutions  (especially  those larger than the Company and the
Bank) may  likely  take  advantage  of the Act to offer a range of  banking  and
insurance products and services to their customers. The Company's management has
not yet considered to what extent it may seek to take advantage of the change in
law. Management believes,  however, that since the Bank is a community bank, the
Act will not have a  significant  effect on the products and services  presently
offered by the Bank.

     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  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



                                     - 12 -
<PAGE>


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.  The decline in the
overall yield on earning  assets was  proportionately  offset by the decrease in
interest  rates on sources of funds which  resulted in the interest rate spread,
on a tax equivalent basis,  remaining  relatively unchanged for 1999 compared to
1998.

     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  1999,  the  State  of  Connecticut  had  strong  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,
which  primarily  offset the increase in loan growth and fee income.  Currently,
the flat yield curve and  heightened  competition  is expected to place downward
pressure on net interest margins.  In addition,  banking  institutions must deal
with continued  business  consolidation in the Connecticut  market and continued
strict bank regulation.



                                     - 13 -
<PAGE>


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 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  human  resources,
marketing,  finance,  managed assets,  consumer banking,  deposit services,  and
information  systems  departments.  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  exercised its option to extend the lease until  December 31, 1999, and
is  currently  renting  the  space  on  a  month-to-month  basis.  The  Bank  is
considering purchasing the property,  subject to necessary regulatory approvals.

     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, 2000.

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

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



                                     - 14 -
<PAGE>


     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.

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 1999,  no matter was  submitted  to a vote of
shareholders of the Company.



                                     - 15 -
<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 1,
2000, 5,232,018 shares of Common Stock were issued and outstanding and were held
by approximately 1,805 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 1998 and 1999 are  included  in the 1999
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, 1998 through  December 31, 1999 is included in the 1999 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.

     In April 1999, the Company announced that it planned to repurchase up to 5%
(260,000) of its outstanding  common stock shares over the next 12 months. As of
March 20, 2000,  the Company  repurchased  136,338 shares at an average price of
$16.03 per share.



                                     - 16 -
<PAGE>


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

     The required  information  is included in the 1999 Annual  Report under the
heading "Selected  Consolidated  Financial Data," and is incorporated  herein by
reference.

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

     The required  information  is included in the 1999 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 1999 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, 1999 and 1998,  and the
related Consolidated  Statements of Income,  Shareholders' Equity and Cash Flows
for each of the three years in the period ended December 31, 1999, and the Notes
to Consolidated  Financial  Statements  appear in the 1999 Annual Report and are
incorporated  herein by reference.

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

     Not applicable.


                                     - 17 -
<PAGE>



                                    PART III

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

     The required  information is included in the 2000 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 2000 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 March 1, 2000,  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 2000
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 2000 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.



                                     - 18 -
<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 1999  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 1999  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)


                                     - 19 -
<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 4.3 to the
                              Registrant's  Registration  Statement  on Form S-8
                              (Registration No. 33-30146))

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

          13.1                Annual Report to Security Holders

          21                  Subsidiaries of Registrant


                                     - 20 -
<PAGE>

          24                  Power of Attorney

          27                  1999 Financial Data Schedule



------------------------
        * 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 THOMAS A. SEBASTIAN, 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 1999.

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



                                     - 21 -
<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 24, 2000                    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 24, 2000
-------------------------       Chief Executive
Robert D. Morton                Officer and Director
                                (Principal Executive Officer)

/s/ Phillip J. Mucha            Chief Financial Officer and     March 24, 2000
-------------------------       Treasurer/Secretary (Principal
Phillip J. Mucha                Financial Officer and
                                Principal Accounting Officer)


Norbert H. Beauchemin*          Director                        March 24, 2000
-------------------------
Norbert H. Beauchemin

Walter J. Hushak*               Director                        March 24, 2000
-------------------------
Walter J. Hushak

Michael J. Karabin*             Director                        March 24, 2000
-------------------------
Michael J. Karabin


<PAGE>


David P. Kelley*                Director                        March 24, 2000
--------------------------
David P. Kelley

Frederick E. Kuhr*              Director                        March 24, 2000
--------------------------
Frederick E. Kuhr

Joseph J. Laporte*              Director                        March 24, 2000
--------------------------
Joseph J. LaPorte

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


Andrew J. Meade*                Director                        March 24, 2000
--------------------------
Andrew J. Meade

Frank R. Miller*                Director                        March 24, 2000
--------------------------
Frank R. Miller

Anthony S. Pizzitola*           Director                        March 24, 2000
--------------------------
Anthony S. Pizzitola

Dennis J. Stanek*               Director                        March 24, 2000
--------------------------
Dennis J. Stanek

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


<PAGE>



                                 EXHIBIT INDEX

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

     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)


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

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

     13.1      Annual Report to Security Holders

     21        Subsidiaries of Registrant

     24        Power of Attorney

     27        1999 Financial Data Schedule


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