UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    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 June 30, 2000
                                       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 1-13691

                             Bay State Bancorp, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                          04-3398630
(State or other jurisdiction of                          (I.R.S. Employer
Incorporation or organization)                           Identification No.)

1299 Beacon Street, Brookline, Massachusetts                   02446
(Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (617) 739-9500

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Exchange Act during the past
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 outstanding of each of the issuer's classes
of common stock, as of August 10, 2000 was 1,936,280.

<PAGE>

                    BAY STATE BANCORP, INC. AND SUBSIDIARIES

                                      INDEX

PART I - FINANCIAL INFORMATION.................................................1

  Item 1 - Consolidated Financial Statements...................................1

    Consolidated Balance Sheets - June 30, 2000 (unaudited)
    and March 31, 2000 ........................................................1

    Consolidated Income Statements - For the three months
    ended June 30, 2000 and 1999 (unaudited)...................................2

    Consolidated Statements of Cash Flows - For the three
    months ended June 30, 2000 and 1999 (unaudited)............................3

    Consolidated Statements of Changes in Stockholders'
    Equity - For the three months ended June 30, 2000 and
    1999 (unaudited) and the years ended March 31, 2000 and 1999...............4

    Notes to Unaudited Consolidated Financial Statements for
    the Period Ended June 30, 2000.............................................5

  Item 2 - Management's Discussion and Analysis of Financial
  Condition and Results of Operations..........................................6

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk.........14


PART II - OTHER INFORMATION...................................................16

  Item 1 - Legal Proceedings..................................................16

  Item 2 - Changes in Securities and Use of Proceeds..........................16

  Item 3 - Defaults Upon Senior Securities....................................16

  Item 4 - Submission of Matters to a Vote of Security Holders................16

  Item 5 - Other Information..................................................16

  Item 6 - Exhibits and Reports on Form 8-K...................................16


  SIGNATURES..................................................................17

  EXHIBITS....................................................................18

    Computation of per share earnings - Exhibit 11............................18

    Financial Data Schedule - Exhibit 27......................................19

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements

                    Bay State Bancorp, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         June 30,      March 31,
                                                                           2000          2000
                                                                        ---------     ---------
ASSETS                                                                        (Unaudited)
<S>                                                                     <C>           <C>
Cash and due from banks                                                 $   6,152     $   5,392
Short-term investments                                                        101           600
                                                                        ---------     ---------
        Cash and Cash Equivalents                                           6,253         5,992
Investment in available-for-sale securities (at fair value)                29,761        31,812
Investments in held-to-maturity securities (fair values of $483 as of
        June 30, 2000 and $535 as of March 31, 2000)                          475           527
Stock in Federal Home Loan Bank of Boston                                   8,051         8,051
Loans receivable, net                                                     405,431       393,093
Other real estate owned                                                        42            62
Accrued interest receivable                                                 2,648         2,470
Premises and equipment, net                                                 3,223         3,078
Deferred tax asset, net                                                     3,740         3,811
Investment in bank owned life insurance                                     7,993         7,888
Other assets                                                                3,332         3,353
                                                                        ---------     ---------
                         Total assets                                   $ 470,949     $ 460,137
                                                                        ---------     ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
           Deposits                                                     $ 258,356     $ 247,344
           Federal Home Loan Bank Advances                                152,180       147,527
           Other borrowed funds                                             2,066         8,137
           Accrued expenses and other liabilities                           4,707         4,499
                                                                        ---------     ---------
                         Total liabilities                                417,309       407,507
                                                                        ---------     ---------

Stockholders' equity:
           Common stock, par value $.01 per share,
                    2,535,232 shares issued                                    25            25
           Additional paid-in capital                                      49,200        49,207
           Retained earnings                                               22,211        21,600
           Accumulated other comprehensive loss                            (1,457)       (1,788)
            Less: Unearned ESOP shares                                     (2,826)       (2,826)
                  Unearned 1998 Stock-Based Incentive Plan                 (1,606)       (1,681)
                     Treasury stock, 578,952 and 578,952 shares           (11,907)      (11,907)
                                                                        ---------     ---------
                         Total stockholders' equity                        53,640        52,630
                                                                        ---------     ---------
                         Total liabilities and stockholders' equity     $ 470,949     $ 460,137
                                                                        =========     =========

Equity-to-asset ratio                                                       11.39%        11.44%

Book value per share                                                    $   29.62     $   29.06
</TABLE>

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


                                     Page 1
<PAGE>

                    Bay State Bancorp, Inc. and Subsidiaries
                         Consolidated Income Statements
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                    Three months ended
                                                                                         June 30,
                                                                                         --------
                                                                                    2000           1999
                                                                                -----------    -----------
                                                                                        Unaudited
                                                                                        ---------
<S>                                                                             <C>            <C>
Interest income:
   Loans                                                                        $     8,065    $     6,260
   Investments                                                                          696            579
                                                                                -----------    -----------
      Total interest income                                                           8,761          6,839
                                                                                -----------    -----------
Interest expense:
   Deposits                                                                           2,655          2,119
   Borrowed funds                                                                     2,277          1,236
                                                                                -----------    -----------
      Total interest expense                                                          4,932          3,355
                                                                                -----------    -----------
      Net interest income before provision for loan losses                            3,829          3,484
Provision for loan losses                                                               165            225
                                                                                -----------    -----------
      Net interest income after provision for loan losses                             3,664          3,259
                                                                                -----------    -----------
Non-interest income:
   Service charges on deposit accounts                                                  100             72
   Net loss on trading activities                                                       (56)            --
   Gain (loss) on sale of loans                                                           3             (1)
   Net increase in cash surrender value of bank owned life insurance policies           104             71
   Other income                                                                          41             26
                                                                                -----------    -----------
      Total non-interest income                                                         192            168
                                                                                -----------    -----------
      Income before non-interest expense and income taxes                             3,856          3,427
                                                                                -----------    -----------
Non-interest expense:
   Salaries and employee benefits                                                     1,701          1,612
   Occupancy and equipment expense                                                      349            268
   Advertising                                                                          134             68
   Data processing                                                                       71             69
   Professional fees                                                                     68            235
   Other expenses                                                                       303            267
                                                                                -----------    -----------
      Total non-interest expense                                                      2,626          2,519
                                                                                -----------    -----------
      Income before income taxes                                                      1,230            908
Income tax expense                                                                      423            324
                                                                                -----------    -----------
      Net income                                                                $       807    $       584
                                                                                ===========    ===========
Comprehensive net income                                                        $     1,138    $       608
                                                                                ===========    ===========

Weighted average common and common equivalent shares outstanding                  1,810,744      2,177,986
                                                                                ===========    ===========
Basic earnings per share                                                        $      0.45    $      0.27
                                                                                ===========    ===========

Diluted earnings per share                                                      $      0.45    $      0.27
                                                                                ===========    ===========
</TABLE>

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


                                     Page 2
<PAGE>

                    Bay State Bancorp, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                                      Three months ended June 30,
                                                                                                      ---------------------------
                                                                                                         2000            1999
                                                                                                       --------        --------
                                                                                                              (Unaudited)
<S>                                                                                                    <C>             <C>
Net cash flows from operating activities:
         Net income                                                                                    $    807        $    584
         Adjustments to reconcile net income to net cash provided by operating activities:
                 Earned stock based incentive plan                                                           68              --
                 Provision for possible loan losses                                                         165             225
                 Net increase in mortgage loans held-for-sale                                                --             (92)
                     (Gain) Loss on sale of loans                                                            (3)              1
                     Depreciation and amortization                                                           97              76
                     Accretion of securities, net of amortization                                           (22)            (17)
                     Change in loan fees and discounts                                                      (73)            (11)
                 Net loss on Trading activities                                                              56              --
                 Increase in cash surrender value B.O.L.I                                                  (105)             --
                 Increase in accrued interest receivable                                                   (178)           (224)
                 Decrease in deferred income tax assets, net                                                 98              --
                 Increase in prepaid expense and other assets                                               (35)           (315)
                 Increase in accrued expenses and other liabilities                                         208             340
                                                                                                       --------        --------
         Net cash provided by operating activities                                                        1,083             567
                                                                                                       --------        --------
Net cash flows from investing activities:
                 Maturities and principal repayments on investments held to maturity                         52             215
                 Maturities and principal repayments on investments available for sale                    3,463           4,734
                 Purchases of investments available for sale                                             (1,086)        (21,783)
                 Purchase of Federal Home Loan Bank of Boston Stock                                          --          (1,836)
                 Net increase in loans                                                                  (12,427)        (26,806)
                 Payment received on other real estate owned                                                 20              --
                 Capital expenditures                                                                      (242)            (92)
                                                                                                       --------        --------
         Net cash used in investing activities                                                          (10,220)        (45,568)
                                                                                                       --------        --------
Net cash flows from financing activities:
                 Net deposit activity                                                                    11,012            (173)
                 Proceeds of borrowings                                                                  78,000          82,191
                 Repayment of borrowings                                                                (73,347)        (46,714)
                 Net increase (decrease) in other borrowed funds                                         (6,071)          5,630
                     Dividends on common stock                                                             (196)           (141)
                     Purchases of treasury stock                                                             --          (2,593)
                                                                                                       --------        --------
         Net cash provided by financing activities                                                        9,398          38,200
                                                                                                       --------        --------
Net increase (decrease) in cash and cash equivalents                                                        261          (6,801)
Cash and cash equivalents at beginning of period                                                          5,992          10,107
                                                                                                       --------        --------
Cash and cash equivalents at end of period                                                             $  6,253        $  3,306
                                                                                                       --------        --------
Supplemental disclosure of cash flow information:
         Cash paid during period for:
                 Interest                                                                              $  4,903        $  3,330
                 Income taxes                                                                          $    173        $    346

</TABLE>

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


                                     Page 3
<PAGE>

                    Bay State Bancorp, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
                      (In thousands, except per share data)


For the three months ended June 30, 2000 and 1999, and the Fiscal years ended
March 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                  Accumulated               Unearned
                                                          Additional                 Other                 Stock-based
                                                 Common     Paid-in    Retained  Comprehensive  Unearned  Incentive Plan
                                                 Stock      Capital    Earnings   Income(Loss) ESOP Shares    Shares
                                                ------------------------------------------------------------------------
<S>                                             <C>        <C>         <C>         <C>         <C>         <C>
Balance at March 31, 1998                       $     25   $ 49,194    $ 17,340    $    666    $ (3,651)   $     --
  Net Income                                          --         --       2,234          --          --          --
  Net change in unrealized gain on available
    for sale securities, net of tax effect            --         --          --        (621)         --          --
       Comprehensive income                           --         --          --          --          --          --
  Purchase of treasury stock, 126,762 shares          --         --          --          --          --          --
  Dividends paid, $0.05 per share                     --         --        (111)         --          --          --
  Reduction in unearned ESOP shares charged
    to expense                                        --         --          --          --         419          --
  Appreciation in fair value of unearned ESOP
    Shares charged to expense                         --         95          --          --          --          --
  Common stock acquired for stock-based
    Incentive plans                                   --         --          --          --          --      (2,269)
  Issuance of stock incentive plan shares             --        (12)         --          --          --          96
                                                ------------------------------------------------------------------------

Balance at March 31, 1999                             25     49,277      19,463          45      (3,232)     (2,173)
  Net Income                                          --         --       2,755          --          --          --
Net change in unrealized gain on available
  for sale securities, net of tax effect              --         --          --      (1,833)         --          --
     Comprehensive income                             --         --          --          --          --          --
  Purchase of treasury stock, 452,190 shares          --         --          --          --          --          --
  Dividends paid, $0.28 per share                     --         --        (618)         --          --          --
  Reduction in unearned ESOP shares charged
    to expense                                        --         --          --          --         406          --
  Reduction in fair value of unearned ESOP
     shares charged to expense                        --        (10)         --          --          --          --
Issuance of stock incentive plan shares               --        (60)         --          --          --         492
                                                ------------------------------------------------------------------------
Balance at March 31, 2000                             25     49,207      21,600      (1,788)     (2,826)     (1,681)
  Net Income                                          --         --         807          --          --          --
Net change in unrealized loss on available
  for sale securities, net of tax effect              --         --          --         331          --          --
     Comprehensive income                             --         --          --          --          --          --
  Dividends paid, $0.10 per share                     --         --        (196)         --          --          --
  Issuance of stock incentive plan shares             --         (7)         --          --          --          75
                                                ------------------------------------------------------------------------
Balance at June 30, 2000 (Unaudited)            $     25   $ 49,200    $ 22,211    $ (1,457)   $ (2,826)   $ (1,606)
                                                ========================================================================

                                                ------------------------------------------------------------------------
Balance at March 31, 1999                       $     25   $ 49,277    $ 19,463    $     45    $ (3,232)   $ (2,173)
  Net Income                                          --         --         584          --          --          --
Net change in unrealized gain on available            --
  for sale securities, net of tax effect              --         --          --          24          --          --
     Comprehensive income                             --         --          --          --          --          --
  Purchase of treasury stock, 120,424 shares          --         --          --          --          --          --
  Dividends paid, $0.06 per share                     --         --        (141)         --          --          --
                                                ------------------------------------------------------------------------
Balance at June 30, 1999 (Unaudited)            $     25   $ 49,277    $ 19,906    $     69    $ (3,232)   $ (2,173)
                                                ========================================================================

<CAPTION>

                                                              Total
                                                Treasury  Stockholders'
                                                  Stock      Equity
                                                ----------------------
<S>                                             <C>         <C>
Balance at March 31, 1998                       $     --    $ 63,574
  Net Income                                          --          --
  Net change in unrealized gain on available
    for sale securities, net of tax effect            --          --
       Comprehensive income                           --       1,613
  Purchase of treasury stock, 126,762 shares      (3,107)     (3,107)
  Dividends paid, $0.05 per share                     --        (111)
  Reduction in unearned ESOP shares charged
    to expense                                        --         419
  Appreciation in fair value of unearned ESOP
    Shares charged to expense                         --          95
  Common stock acquired for stock-based
    Incentive plans                                   --      (2,269)
  Issuance of stock incentive plan shares             --          84
                                                ----------------------

Balance at March 31, 1999                         (3,107)     60,298
  Net Income                                          --          --
Net change in unrealized gain on available
  for sale securities, net of tax effect              --          --
     Comprehensive income                             --         922
  Purchase of treasury stock, 452,190 shares      (8,800)     (8,800)
  Dividends paid, $0.28 per share                     --        (618)
  Reduction in unearned ESOP shares charged
    to expense                                        --         406
  Reduction in fair value of unearned ESOP
     shares charged to expense                        --         (10)
Issuance of stock incentive plan shares               --         432
                                                ----------------------
Balance at March 31, 2000                        (11,907)     52,630
  Net Income                                          --          --
Net change in unrealized loss on available
  for sale securities, net of tax effect              --          --
     Comprehensive income                             --       1,138
  Dividends paid, $0.10 per share                     --        (196)
  Issuance of stock incentive plan shares             --          68
                                                ----------------------
Balance at June 30, 2000 (Unaudited)            $(11,907)   $ 53,640
                                                ======================

                                                ----------------------
Balance at March 31, 1999                       $ (3,107)   $ 60,298
  Net Income                                          --          --
Net change in unrealized gain on available
  for sale securities, net of tax effect              --
     Comprehensive income                             --         608
  Purchase of treasury stock, 120,424 shares      (2,592)     (2,592)
  Dividends paid, $0.06 per share                     --        (141)
                                                ----------------------
Balance at June 30, 1999 (Unaudited)            $ (5,699)   $ 58,173
                                                ======================
</TABLE>

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


                                     Page 4
<PAGE>

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED JUNE 30, 2000

(1)  Organization

     Bay State  Bancorp,  Inc. (the  "Company" or "Bay State") was  incorporated
under the laws of  Delaware  in October  1997 for the  purpose of serving as the
holding  company of Bay State  Federal  Bank (the  "Bank") as part of the Bank's
conversion  from a mutual form of  organization  to a stock form of organization
(the  "Conversion").  The Company is a savings and loan  holding  company and is
subject to  regulation  by the Office of Thrift  Supervision  (the  "OTS"),  the
Federal  Deposit  Insurance  Corporation  (the  "FDIC") and the  Securities  and
Exchange  Commission (the "SEC").  The Conversion,  completed on March 29, 1998,
resulted  in the Company  issuing an  aggregate  2,535,232  shares of its common
stock,  par value $.01 per  share.  Prior to the  Conversion,  Bay State had not
engaged in any material operations.

(2)  Accounting Principles

     The accompanying  unaudited  consolidated financial statements of Bay State
Bancorp,   Inc.  have  been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to Form 10-Q and of  Regulation  S-K.  Accordingly,  the financial
statements  do not  include all of the  information  and  footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of management,  all  adjustments  (consisting of a normal  recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating  results for the three months ended June 30, 2000 are not  necessarily
indicative of the results that may be expected for the current fiscal year.

     For further  information,  refer to the consolidated  financial  statements
included in the Company's annual report and Form 10-K for the period ended March
31, 2000 filed with the SEC.

(3)  Stock Repurchase Program

     On July 27, 2000 the Board of Directors  approved the  repurchase of 5%, or
97,814,  of the  Company's  outstanding  common stock.  Since  becoming a public
company in March of 1998 the Company has  repurchased  approximately  25% of its
outstanding  shares, with four repurchase  programs.  Upon completion of this 5%
repurchase the Company will have 1,858,466 shares outstanding.


                                     Page 5
<PAGE>

Item 2 - Management's Discussion and analysis of Financial Condition and Results
of Operations

     This report contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe  future plans,  strategies  and  expectations  of the Company,  are
generally  identified  by  use  of  the  words  "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project,"  or similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse effect on the
operations of the Company and the subsidiaries  include, but are not limited to,
changes in: interest rates, general economic conditions,  legislative/regulatory
changes, monetary and fiscal policies of the U.S. Government, including policies
of the U.S.  Treasury and the Federal Reserve Board,  the quality or composition
of the loan or investment portfolios,  demand for loan products,  deposit flows,
competition,  demand for  financial  services in the  Company's  market area and
accounting  principles and guidelines.  These risks and uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements. Further information concerning the Company and
its business,  including  additional  factors that could  materially  affect the
Company's  financial  results,  is included in the Company's filing on Form 10-K
with the SEC.

     The Company does not undertake-and specifically disclaims any obligation-to
publicly  release  the  result  of  any  revisions  which  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

General

     Bay  State  Bancorp,   Inc.,  a  savings  and  loan  holding  company,  was
incorporated  under the laws of  Delaware  in  October  1997 for the  purpose of
serving as the holding company of the Bank as part of the Bank's Conversion. The
Bank is a federally  chartered  savings bank and is subject to regulation by the
OTS.

     The Bank's business  activities are  concentrated in Eastern  Massachusetts
through six full service retail banking  offices  located in Norfolk and Suffolk
Counties, Massachusetts.  Through these offices, the Bank offers a full range of
retail and commercial  banking products and services and conducts other business
as allowable for federally chartered banks. The Bank primarily makes residential
first mortgages,  commercial and multi-family  real estate loans and to a lesser
extent home equity lines of credit, consumer loans and residential  construction
loans. Lending operations, particularly loan originations are conducted from the
retail  offices  and at the point of sale.  Neither the Company nor the Bank nor
any of their subsidiaries conduct business on a national or international basis.

     The operating results of the Bank depend primarily on its net income, which
is the difference  between (i) interest and dividend  income on earning  assets,
primarily loans and investment  securities and (ii) interest expense on interest
bearing  liabilities,  which  consist of  deposits  and  borrowings.  Results of
operations  are also  affected by the  provision  for loan losses,  the level of
non-interest income,  including deposit and loan fees, gains on sales of assets,
operating expenses and income taxes.

Comparison of Financial Condition at June 30, 2000 and March 31, 2000

     Total  assets at June 30,  2000 were  $470.9  million,  compared  to $460.1
million at March 31, 2000, an increase of 2.4%. Loans receivable increased $12.3
million,  or  3.1%,  primarily  in  multi-family   residential  and  1-4  family
residential  mortgages,  which were  originated and  purchased.  The increase in
assets was funded from an  increase  of $11.0  million,  or 4.5%,  in  deposits,
offset by a  reduction  in  investment  securities,  due to  various  securities
maturing.


                                     Page 6
<PAGE>

     Total stockholder's  equity was $53.6 million, or 11.4% of total assets, at
June 30, 2000, an increase of $1.0 million,  or 1.9%, from the $52.6 million, or
11.4% of total assets, at March 31, 2000. The change in equity was the result of
the net income for the period, and an increase in the market value of investment
securities  classified as available for sale. The Company's book value per share
at June 30, 2000 was $29.62, compared to $29.06 at March 31, 2000.

Investments

     Short-term  investments  of $101,000 at June 30, 2000,  consisting of funds
invested in The Bank Investment Fund,  decreased  $499,000,  or 83.2%,  from the
$600,000 at March 31, 2000. Investment securities  available-for-sale  decreased
$2.1  million,   or  6.5%,   primarily  in  government   agency  securities  and
mortgage-backed securities. The total decrease in investments was $2.1 million.

     The Company's investment portfolio at June 30, 2000 reflects a $1.8 million
net  unrealized  loss  on  available-for-sale  securities,  compared  to  a  net
unrealized loss of $2.1 million at March 31, 2000.

     The tables below shows the investment  securities portfolios at the periods
presented.   The  amortized   cost  and  estimated  fair  value  of  investments
available-for-sale were:

<TABLE>
<CAPTION>
                                                             June 30, 2000                    March 31, 2000
                                                             -------------                    --------------
                                                      Amortized          Fair            Amortized           Fair
                                                        Cost             Value              Cost             Value
                                                      -------           -------           -------           -------
                                                                              (In thousands)
<S>                                                   <C>               <C>               <C>               <C>
  Marketable equity securities                        $ 9,931           $ 9,474           $ 9,840           $ 9,049
                                                      -------           -------           -------           -------
  Mortgage-backed securities                           16,095            15,623            16,937            16,476
  Trust preferred equity securities                     2,501             2,001             2,501             1,916
  Corporate bonds and notes                               495               462               495               462
  Preferred stocks                                      1,500             1,235             1,500             1,342
  Government agency securities                          1,000               967             2,607             2,567
                                                      -------           -------           -------           -------
Total                                                 $31,522           $29,761           $33,880           $31,812
                                                      =======           =======           =======           =======
</TABLE>

     The amortized cost and estimated fair values of investments
held-to-maturity were:

<TABLE>
<CAPTION>
                                                                 June 30, 2000                March 31, 2000
                                                                 -------------                --------------

                                                          Amortized         Fair        Amortized         Fair
                                                             Cost          Value           Cost          Value
                                                             ----          -----           ----          -----
                                                                               (In thousands)
<S>                                                          <C>            <C>            <C>            <C>
Mortgage-backed  and mortgage-related securities             $475           $483           $527           $535
                                                             ----           ----           ----           ----
Total Mortgage-backed and mortgage related
Securities                                                   $475           $483           $527           $535
                                                             ----           ----           ----           ----
</TABLE>


                                     Page 7
<PAGE>

Loans

     During the first quarter of fiscal 2001, loans receivable increased by
$12.3 million, or 3.1%, as detailed below:

<TABLE>
<CAPTION>
                                                                        June 30,      % of total          March 31,      % of total
                                                                         2000            Loans              2000            Loans
                                                                         ----            -----              ----            -----
<S>                                                                    <C>              <C>              <C>              <C>
Mortgage loans:                                                                              (Dollars in thousands)
            Residential 1 - 4 family                                   $205,917          50.02%          $201,256          50.32%
            Multi-family                                                 88,262          21.44             78,610          19.65
            Commercial real estate                                       93,719          22.77             95,869          23.97
            Construction and development/land                             7,688           1.87             10,009           2.50
                                                                       --------         ------           --------         ------
                  Total mortgage loans                                  395,586          96.10            385,744          96.44
Commercial loans                                                            912           0.22                225           0.06
Consumer loans:
            Equity lines                                                 10,477           2.55              9,500           2.37
            Other consumer loans                                          4,681           1.13              4,520           1.13
                                                                       --------         ------           --------         ------
                   Total loans                                          411,656         100.00%           399,989         100.00%
                                                                                        ======                            ======
Deduct:
            Allowance for loan loss                                       4,080                             3,915
            Undisbursed proceeds of construction
                   and development loans in process                       2,062                             2,825
            Deferred loan fees                                               83                               156
                                                                       --------                          --------
Net loans receivable                                                   $405,431                          $393,093
                                                                       ========                          ========
</TABLE>

     At June 30, 2000 loans serviced for others was $20.7 million, compared to
$20.8 million at March 31, 2000.

Asset Quality

     At June 30, 2000 non-performing assets totaled $1.6 million, an increase of
$300,000,  or 22.2%, from $1.3 million at March 31, 2000.  Non-performing assets
consist of all loans that are  delinquent  90 days or more,  and any real estate
owned.  The Bank had $42,000 in real estate owned at June 30, 2000,  compared to
$62,000 at March 31, 2000, a decrease of $20,000,  or 32.3%,  due to the receipt
of  private  mortgage  insurance.  At  June  30,  2000,   non-performing  assets
represented 0.34% of total assets and 0.39% of loans receivable net, compared to
0.28% and 0.33%, respectively, at March 31, 2000. The increase in non-performing
assets was the  result of four  residential  loans  being  added to  non-accrual
loans.


                                     Page 8
<PAGE>

     The  composition  of  non-performing   assets,   which  consist  solely  of
non-performing loans for the periods presented was:

<TABLE>
<CAPTION>
                                                                     June 30,                        March 31,
                                                             2000                 1999                 2000
                                                            ------               ------               ------
                                                                        (Dollars in thousands)
<S>                                                         <C>                  <C>                  <C>
Non-accrual loans:
        Mortgage Loans:
            One-to-four-family                              $1,036               $  574               $  731
            Multi-family                                        --                  279                   --
            Commercial real estate                             443                  770                  443
            Construction and development                        --                   --                   --
                                                            ------               ------               ------
               Total mortgage loans                          1,479                1,623                1,174
                                                            ------               ------               ------
        Consumer Loans:
            Equity lines                                        --                   65                   --
            Other consumer loans                                50                   12                   50
                                                            ------               ------               ------
               Total consumer loans                             50                   77                   50
                                                            ------               ------               ------
               Total non-accrual loans                       1,529                1,700                1,224
Real estate owned, net                                          42                   --                   62
                                                            ------               ------               ------
Total non-performing assets                                 $1,571               $1,700               $1,286
                                                            ------               ------               ------
Non-performing assets as a percentage of:
            Loans receivable, net                             0.39%                0.51%                0.33%
            Total assets                                      0.34                 0.43                 0.28
</TABLE>

     The following  represents the activity in the allowance for loan losses for
the three months ended June 30, 2000:

                                                    (In thousands)

         Balance at March 31, 2000                      $3,915
         Provision for loan losses                         165
         Losses charged to allowance                        --
         Recoveries                                         --
                                                        ------
         Balance at June 30, 2000                       $4,080
                                                        ------

     The Bank  continually  reviews its delinquency  position,  underwriting and
appraisal  procedures,  charge-off  experience  and current  real estate  market
conditions with respect to its entire loan portfolio.  While management uses the
best information available in establishing the allowance, future adjustments may
be necessary if economic  conditions  differ from the assumptions used in making
the current evaluation.


                                     Page 9
<PAGE>

Deposits and Borrowed Funds

     Deposits  increased  slightly during the three month period ending June 30,
2000, as detailed below:

<TABLE>
<CAPTION>
                                                 June 30,     % of total     March 31,     % of total
                                                   2000        deposits        2000         deposits
                                                 --------       ------       --------        ------
                                                               (Dollars in thousands)
<S>                                              <C>             <C>         <C>              <C>
          Regular savings accounts               $ 26,376        10.21%      $ 26,876         10.87%
          NOW accounts                             22,742         8.80         22,392          9.05
          Money market accounts                    71,744        27.77         71,117         28.75
          Non-interest bearing deposits             6,866         2.66          6,301          2.55
                                                 --------       ------       --------        ------
                                                  127,728        49.44        126,686         51.22
          Term deposits                           130,628        50.56        120,658         48.78
                                                 --------       ------       --------        ------
                  Total deposits                 $258,356       100.00%      $247,344        100.00%
                                                 ========       ======       ========        ======
</TABLE>

     During the period,  FHLB advances increased $4.7 million, or 3.2% and other
borrowed  funds,  consisting  of a FNMA  Repurchase  Agreement and Federal Funds
purchased, decreased $6.1 million.

Comparison  of  Operating  Results for the Three  Months ended June 30, 2000 and
1999

General

     Consolidated  net income for the three  months  ended June 30, 2000 totaled
$807,000,  or $0.45 per share, compared to $584,000, or $0.27 per share, for the
same period last year. This represents an increase of $223,000, or 38.2%, in net
income and a $0.18 or 66.7%  increase in earnings  per share.  The  increase was
primarily  due to higher net  interest  income due to an increase in the average
balance of interest earning assets, primarily loans, a decrease in the provision
for loan losses,  and an increase in non-interest  income.  These increases were
offset in part by higher income taxes and slightly higher non-interest expense.

Interest Income

     Interest  income for the three  months ended June 30, 2000  increased  $1.9
million, or 28.1%, to $8.8 million, compared to $6.8 million for the same period
last year.  The increase in interest  income was primarily due to an increase in
the average  balance of  interest-earning  assets,  which  increased from $359.0
million  for the quarter  ended June 30, 1999 to $438.1  million for the quarter
ended June 30, 2000, an increase of $79.1 million, or 22.0%. The increase in the
average  balance of  interest-earning  assets was  primarily  a net result of an
increase in the average balance of loans, net of $77.0 million, or 24.2%, and an
increase in mortgage-backed  and mortgage related securities of $2.6 million, or
14.3%. The increase was also due to an increase in the yield on interest-earning
assets of 38 basis points, to 8.00%.

Interest Expense

     Interest  expense for the three months ended June 30, 2000  increased  $1.6
million,  or 47.0%, to $4.9 million compared to $3.4 million for the same period
last year.  The increase in interest  expense was the result of a $84.3 million,
or 26.9%, increase in the average balance of interest-bearing  liabilities which
increased from $312.6 million for the three months ended June 30, 1999 to $396.9
million for the three months  ended June 30, 2000.  The increase was also due to
an increase in the cost of funds of 68 basis points to 4.97%, due to an increase
in market rates and  increases in the average  balance of term deposit  accounts
and FHLB  advances,  which  generally  bear  higher  interest  rates  than  core
deposits,  such as savings  accounts  and MMDA  accounts.  The  increase  in the
average  balance of  interest-bearing  liabilities  was primarily a result of an
increase in the average  balance of deposits of $30.1 million,  or 14.1% and the
average  balance of FHLB  advances and other  borrowings  of $54.2  million,  or
54.6%.


                                    Page 10
<PAGE>

Net interest income

     The table below shows the average  balance sheet,  the interest  earned and
paid  on  interest-earning  assets  and  interest-bearing  liabilities  and  the
resulting net interest spread and margin for the periods presented.

<TABLE>
<CAPTION>

For the three months ended June 30,                                    2000                                   1999
                                                      ----------------------------------------------------------------------------

                                                                    Interest                               Interest
                                                      Average        income/       Yield/      Average      income/         Yield/
                                                      balance        expense        rate       balance      expense          rate
                                                      -------        -------        ----       -------      -------          ----
                                                                             (Dollars in thousands)
<S>                                                  <C>            <C>             <C>       <C>           <C>              <C>
Assets
Interest-earning assets:
Short-term investments                               $  1,692       $     26        6.15%     $  2,854      $     34         4.76%
Investment securities                                  21,365            369        6.91        20,622           278         5.39
Mortgage backed & related securities                   20,375            301        5.90        17,822           267         5.99
Loans and mortgage loans held-for-sale                394,652          8,065        8.17       317,654         6,260         7.88
                                                     --------       --------                  --------      --------
Total interest-earning assets                         438,084          8,761        8.00       358,952         6,839         7.62
                                                                    --------                                --------
Non interest-earning assets                            26,928                                   21,632
                                                     --------                                 --------
  Total                                              $465,012                                 $380,584
                                                     ========                                 ========
Liabilities and Equity
Interest-bearing liabilities:
  NOW accounts                                       $ 22,645       $     63        1.12%     $ 23,371      $     64         1.10%
  Regular savings accounts                             26,225            135        2.05        26,463           136         2.06
  Money market accounts                                69,233            741        4.28        56,226           534         3.80
  Certificate accounts                                125,462          1,716        5.47       107,398         1,385         5.16
                                                     --------       --------                  --------      --------
Total interest-bearing deposits                       243,565          2,655        4.36       213,458         2,119         3.97
  FHLB advances                                       147,391          2,191        5.95        97,073         1,207         4.97
  Other Borrowings                                      5,956             86        5.79         2,119            28         5.29
                                                     --------       --------                  --------      --------
Total interest-bearing liabilities                    396,912          4,932        4.97       312,650         3,354         4.29
                                                                    --------                                --------
  Demand deposits                                       6,593                                    4,683
  Other liabilities                                     8,213                                    4,123
  Equity                                               53,294                                   59,128
                                                     --------                                 --------
  Total                                              $465,012                                 $380,584
                                                     ========                                 ========
Net interest income                                                 $  3,829                                $  3,485
                                                                    ========                                ========
Interest rate spread                                                                3.03%                                    3.33%
                                                                                    ====                                     ====
Net interest margin                                                                 3.50%                                    3.88%
                                                                                    ====                                     ====
</TABLE>


                                    Page 11
<PAGE>

     The following  table  presents the effects of changing rates and volumes on
the interest income and interest  expense of the Company.  The rate column shows
the effects attributable to changes in rate (changes in rate multiplied by prior
volume).  The volume column shows the effects  attributable to changes in volume
(changes in volume  multiplied by prior rate). The net column represents the sum
of the prior columns.

                                                   Quarters ended June 30,
                                                        2000 vs. 1999
                                                   -----------------------
                                              Change due to Increase (Decrease)
                                 Volume             Rate                Net
                                 ------            ------             ------
                                               (In thousands)

Interest income:
         Loans                   $1,566            $  239             $1,805
         Investments                 18                99                117
                                 ------            ------             ------
              Total               1,584               338              1,922
                                 ------            ------             ------
Interest expense:
         Deposits                   374               162                536
         Borrowings                 770               271              1,041
                                 ------            ------             ------
              Total               1,144               433              1,577
                                 ------            ------             ------
Net interest income              $  440            $  (95)            $  345
                                 ======            ======             ======


Provision for Loan Losses

     Provisions for loan losses are charged to operations to bring the allowance
for loan  losses to a level  considered  by  management  to be adequate to cover
estimated  losses on loans  receivable  which are deemed  probable and estimable
based on  information  currently  known to  management.  The  provision for loan
losses  totaled  $165,000  for the  quarter  ended June 30,  2000,  compared  to
$225,000 for the same period last year.  The decrease in the loan loss provision
for the  period is a direct  result of the slower  growth in the loan  portfolio
from the previous  year.  The provision  reflects  management's  analysis of the
risks  associated  with the Banks'  primary  lending  objective  to increase the
overall loan portfolio.  The level of provision is reflective of the increase in
the overall size and mix of the loan portfolio during the period.

     At June 30, 2000 and March 31, 2000, the allowance for loan losses was $4.1
million   and  $3.9   million,   respectively,   which   represents   266.7%  of
non-performing  loans  and 1.0% of total  loans at June 30,  2000,  compared  to
319.9% of non-performing loans and 0.99% of total loans at March 31, 2000.

     While  management   believes  the  Bank's  allowance  for  loan  losses  is
sufficient  to cover  losses  inherent in its loan  portfolio  at this time,  no
assurances  can be given that the Bank's level of allowance for loan losses will
be  sufficient  to cover  future  losses  incurred  by the Bank,  or that future
adjustments  to the  allowance for loan losses will not be necessary if economic
and other conditions  differ from the economic and other conditions  analyzed by
management to determine the current level of the allowance for loan losses.

Non-interest income

     Total  non-interest  income  increased  $24,000,  or  14.3%,  to  $192,000,
primarily due to increased fees on loans originated and deposit accounts because
of a larger  number of  accounts,  income  received  on  alternative  investment
services the bank offers and  tax-advantaged  income received on Bank Owned Life
Insurance.   Such  increases  were  offset  by  unrealized   losses  on  trading
securities,  which  represents  a  decrease  in the  market  value of the assets
supporting  certain  benefit  plans,  which  also  results  in  a  corresponding
reduction in salaries and benefits.


                                    Page 12
<PAGE>

Non-interest expense

     Total non-interest  expense was $2.6 million for the quarter ended June 30,
2000,  compared to $2.5  million  for the same period last year,  an increase of
4.3%.  Total  salaries and benefits  increased  $89,000,  or 5.5% primarily as a
result of a general  increase in salaries and benefits and due to the  increased
number of  employees  compared to the same  quarter last year in part due to the
opening of an additional  branch  location,  and the costs  associated  with the
Company's  employee  benefit  plans.  Occupancy  and equipment  expense  totaled
$349,000  compared  to $268,000  for the same  period last year,  an increase of
30.2%,  primarily  from the  increased  level of  depreciation  on building  and
leasehold  improvements  associated  with the addition of the new Walpole branch
and additional leased space for the  administrative and support service areas of
the Bank.  Advertising expense totaled $134,000 compared to $68,000 for the same
period last year,  an increase of 97.1%,  primarily as a result of the promotion
and  introduction  of new deposit  products  and retail  services.  The total of
Professional  fees and other expenses had a net decrease of $131,000,  or 26.1%,
primarily a result of a reduction in professional  service  expenses  associated
with the development of new products and services  introduced during last fiscal
year.

Income Taxes

     Income  taxes for the three  months  ended June 30,  2000 were  $423,000 on
pretax  income of $1.2  million,  for an  effective  rate of 34.4%,  compared to
$324,000 on pretax  income of $908,000,  for an effective  rate of 35.7% for the
same period last year.  The effective  tax rate for the current  period is lower
than the prior periods due to various tax planning strategies implemented by the
Company, specifically the purchase of tax-advantaged life insurance products and
the  establishment  of two  Massachusetts  securities  corporations  at the Bank
level, which lowered state taxes.

Capital Adequacy

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

     At June 30, 2000,  the Company's  capital ratio was 11.39% of total assets.
The Bank at June 30, 2000 had total  capital of 9.02% and risk based  capital of
13.66%  (unaudited),  as compared to 9.15% and 15.84%  (unaudited)  at March 31,
2000.

     The  FDIC  sets  minimum  leverage  ratios  for  each  insured  institution
depending upon its CAMELS rating. Banks with the highest ratings are required to
carry a 3.0% leverage  ratio,  with less highly rated  institutions  required to
have minimum  ratios at least 1.0% to 2.0% greater.  Additionally,  the FDIC has
risk-based  capital  regulations.  Under these  requirements,  banks must have a
minimum risk-based capital rate of 8.00%.

     At June 30,  2000 the  Company  and the Bank met all the  capital  adequacy
requirements  to which they are subject.  As of June 30,  2000,  the most recent
notification from the Office of Thrift Supervision categorized the Bank as "well
capitalized" under the regulatory framework for prompt corrective action.


                                    Page 13
<PAGE>

Liquidity

     The Bank's  primary  sources of funds are deposits,  principal and interest
payments on loans,  mortgage-backed and investment securities and FHLB advances.
While maturities and scheduled  amortization of loans are predictable sources of
funds,  deposit flows and mortgage prepayments are greatly influenced by general
interest rates,  economic conditions and competition.  The Bank has continued to
maintain the required levels of liquid assets as defined by OTS regulations.

     This  requirement  of the OTS,  which may be varied at the direction of the
OTS  depending  upon  economic  conditions  and deposit  flows,  is based upon a
percentage of deposits and short-term borrowings.  The Bank's currently required
liquidity  ratio is 4%. At June 30, 2000 the Bank's  liquidity  ratio was 5.71%.
Management's  strategy  is to  maintain  liquidity  as close as  possible to the
minimum  regulatory  requirement  and to invest any excess  liquidity  in higher
yielding  interest-earning  assets.  The Bank manages its liquidity position and
demands  for  funding   primarily  by  investing   excess  funds  in  short-term
investments  and utilizing  FHLB advances in periods when the Bank's demands for
liquidity exceed funding from deposit inflows.

     The Bank's most liquid assets are cash and cash equivalents and securities.
The levels of these  assets are  dependent on the Bank's  operating,  financing,
lending and investing activities during any given period. At June 30, 2000, cash
and due from banks, short-term investments and securities, excluding FHLB stock,
totaled $36.5 million, or 7.7% of total assets.

     The Bank has other  sources of  liquidity  if a need for  additional  funds
arises,  including FHLB advances.  At June 30, 2000, the Bank had $152.2 million
in advances  outstanding  from the FHLB, and at June 30, 2000, had an additional
overall borrowing capacity from the FHLB of $30.9 million.

     Depending on market  conditions,  the pricing of deposit  products and FHLB
advances, the Bank may continue to rely on FHLB borrowings to fund asset growth.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

     Management is responsible  for monitoring and limiting the Bank's  exposure
to  interest  rate risk  within  established  guidelines  while  maximizing  net
interest  income.  The Bank will  continue to monitor  its'  interest  rate risk
sensitivity with the primary objective to prudently  structure the balance sheet
so that  movements  of  interest  rates on assets  and  liabilities  are  highly
correlated  and  produce a  reasonable  net  interest  margin even in periods of
volatile interest rates.  Further  discussion on market risk is in the Company's
Form 10-K for the year ended March 31, 2000.

Asset/Liability Management

     The  principal  objective  of the  Bank's  interest  rate  risk  management
function is to evaluate the interest rate risk included in certain balance sheet
accounts,  determine  the  appropriate  level of risk given the Bank's  business
strategy,   operating  environment,   capital  and  liquidity  requirements  and
performance  objectives  and  manage  the  risk  consistent  with  the  Board of
Directors'  approved  guidelines.  Through  such  management,  the Bank seeks to
reduce the vulnerability of its operations to changes in interest rates.

     The Bank  monitors  its  interest  rate  risk as such risk  relates  to its
operating  strategies.   The  Bank's  Board  of  Directors  has  established  an
Asset/Liability   Committee,   responsible  for  reviewing  its  asset/liability
policies and interest  rate risk  position,  which meets on a monthly  basis and
reports  trends and interest  rate risk  position to the Board of Directors on a
quarterly  basis. The extent of the movement of interest rates is an uncertainty
that could have a negative impact on the earnings of the Bank.

     In recent years, the Bank has primarily  utilized the following  strategies
to manage  interest rate risk: (i)  emphasizing  the origination and purchase of
adjustable-rate loans; (ii) investing primarily in U.S. Government securities or
mortgage-backed   and   mortgage-related   securities  with  shorter   estimated
maturities;  (iii) utilizing FHLB advances to better structure the maturities of
its interest rate  sensitive  liabilities;  and (iv) to a  substantially  lesser
extent,  selling in the secondary market longer-term  fixed-rate  mortgage loans
originated while generally retaining the servicing rights on such loans.


                                    Page 14
<PAGE>

Gap Analysis.

     The matching of assets and  liabilities  may be analyzed by  examining  the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring a bank's interest rate  sensitivity  "gap." An asset and liability is
said to be  interest  rate  sensitive  within a specific  time period if it will
mature or reprice within that time period.  The interest rate sensitivity gap is
defined as the difference between the amount of interest-earning assets maturing
or repricing  within a specific  time period and the amount of  interest-bearing
liabilities  maturing or  repricing  within that same time  period.  At June 30,
2000,  the  Company's  cumulative  one  year  interest  rate gap  (which  is the
difference between the amount of  interest-earning  assets maturing or repricing
within one year and  interest-bearing  liabilities  maturing or repricing within
one year) as a  percentage  of total  assets,  was a  negative  18.0%.  A gap is
considered  positive when the amount of interest rate  sensitive  assets exceeds
the amount of interest rate sensitive liabilities.

<TABLE>
<CAPTION>
                                                          More          More          More          More
                                                          than          than          than          than
                                                        1 Year        2 Years       3 Years       4 Years       More       Total
                                          1 Year           to            to           to            to          than        Amount
                                          or Less       2 Years       3 Years       4 Years       5 Years      5 Years        (1)
                                         -------------------------------------------------------------------------------------------
                                                                             (Dollars in thousands)
<S>                                      <C>           <C>           <C>           <C>           <C>          <C>          <C>
Interest-earning assets:
   Short-term investments ............   $     101     $      --     $      --     $      --     $      --    $      --    $     101
   Securities ........................      14,428            --            --         1,000            --          316       15,744
   Mortgage-backed
      Securities .....................          --            --            --            --            --       16,253       16,253
   Stock in FHLB-Boston ..............       8,051            --            --            --            --           --        8,051
   Loans (1) .........................     113,391        35,798        57,062        83,720        43,593       74,417      407,981
                                         ---------     ---------     ---------     ---------     ---------    ---------    ---------
      Total interest-earning assets ..   $ 135,971     $  35,798     $  57,062     $  84,720     $  43,593    $  90,986    $ 448,130
                                         =========     =========     =========     =========     =========    =========    =========

Interest-bearing liabilities:
   Money market accounts .............   $  57,395     $  10,762     $   3,587     $      --     $      --    $      --    $  71,744
   Regular savings accounts ..........       3,956         3,956         3,956         3,956         3,956        6,596       26,376
   NOW accounts ......................       1,137         1,137         1,137         1,137         1,137       17,057       22,742
   Certificate accounts ..............      97,712        25,110         3,854           565         3,367           20      130,628
   Other borrowed funds ..............       2,066            --            --            --            --           --        2,066
   FHLB advances .....................      58,558        24,794         9,328            --            --       59,500      152,180
                                         ---------     ---------     ---------     ---------     ---------    ---------    ---------
      Total interest-bearing
         liabilities .................   $ 220,824     $  65,759     $  21,862     $   5,658     $   8,460    $  83,173    $ 405,736
                                         =========     =========     =========     =========     =========    =========    =========
Interest-earning assets less
   interest-bearing liabilities ......   $ (84,853)    $ (29,961)    $  35,200     $  79,062     $  35,133    $   7,813    $  42,394
                                         =========     =========     =========     =========     =========    =========    =========
Cumulative interest-rate
   sensitivity gap ...................   $ (84,853)    $(114,814)    $ (79,614)    $    (552)    $  34,581    $  42,394
                                         =========     =========     =========     =========     =========    =========
Cumulative interest-rate gap as
   a percentage of total assets ......      (18.02)%      (24.38)%      (16.90)%       (0.12)%       7.34%        9.00%
Cumulative interest-rate gap as
   a percentage of total interest-
   earning assets ....................      (18.93)%      (25.62)%      (17.77)%       (0.12)%       7.72%        9.46%
Cumulative interest-earning
   assets as a percentage of
   cumulative interest-bearing
   liabilities .......................       61.57%        59.94%        74.19%        99.82%      110.72%      110.45%
</TABLE>

----------
(1)  Excludes nonaccrual loans.


                                    Page 15
<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     Neither  the Company  nor any of its  subsidiaries  is party to any pending
legal proceedings which are material other than routine litigation incidental to
their business activities.

Item 2 - Changes in Securities and Use of Proceeds

         Not applicable.

Item 3 - Defaults Upon Senior Securities

         Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

         Not applicable.

Item 5 - Other Information

         Not applicable.

Item 6 - Exhibits and Reports on Form 8-K

         (a)  Exhibits

                  3.1  Certificate of Incorporation of Bay State Bancorp, Inc.*
                  3.2  Amended and Restated Bylaws of Bay State Bancorp, Inc.**
                  4.0  Stock Certificate of Bay State Bancorp, Inc.*
                 11.0  Computation of per share earnings (filed herewith)
                 27.0  Financial data schedule (filed herewith)

* Incorporated  herein by reference from the exhibits to Form SB-2  registration
as amended, Registration No. 333-40115

** Incorporated  herein by reference from the registrants Form 10-KSB,  as filed
with the Securities Exchange Commission on June 14, 1999.

(b)  Reports on Form 8-K

          (i)  None


                                    Page 16
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1939,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   Bay State Bancorp, Inc.


August 10, 2000
----------------------             --------------------------------
Date                               John F. Murphy
                                   Chairman, President, and
                                   Chief Executive Officer
                                   (Principal Executive Officer)


August 10, 2000
----------------------             --------------------------------
Date                               Michael O. Gilles
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Accounting and Financial Officer)


                                    Page 17