FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended June 30, 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 1-13691

                             Bay State Bancorp, Inc.
        (Exact name of small business issuer 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)

         Issuer'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  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. |x| Yes |_| No

The number of shares of common stock outstanding of each of the issuer's classes
of common stock, as of August 6, 1999 was 2,288,046.

Transitional Small Business Disclosure Format                     |_| Yes |x| No


<PAGE>



                    BAY STATE BANCORP, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<S>                                                                                                            <C>
PART I - FINANCIAL INFORMATION..................................................................................1
     Item 1 - Consolidated Financial Statements.................................................................1
        Consolidated Balance Sheets at June 30, 1999 (unaudited) and March 31, 1999 ............................1
        Consolidated Income Statements for the three months ended June 30, 1999 and 1998........................2
        Consolidated Statements of Cash Flows for the three months ended June 30, 1999 (unaudited)
           and June 30, 1998....................................................................................3
        Consolidated Statements of Changes in Stockholders' Equity for the three months ended
           June 30, 1999 (unaudited)............................................................................4
        Notes to Consolidated Financial Statements..............................................................5
     Item 2 - Management's Discussion and Analysis or Plan of Operation.........................................6

  PART II - OTHER INFORMATION..................................................................................20
     Item 1 - Legal Proceedings................................................................................20
     Item 2 - Changes in Securities and Use of Proceeds........................................................20
     Item 3 - Defaults Upon Senior Securities..................................................................20
     Item 4 - Submission of Matters to a Vote of Security Holders..............................................20
     Item 4 - Continued Submission of Matters to a Vote of Security Holders....................................21
     Item 5 - Other Information................................................................................21
     Item 6 - Exhibits and Reports on Form 8-K.................................................................21

     SIGNATURES................................................................................................22
     EXHIBITS..................................................................................................23
        Computation of per share earnings - Exhibit 11.........................................................23
        Selected Financial Data - Exhibit 27...................................................................24
</TABLE>



<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,
                                                                           1999         1999
                                                                        ---------     ---------
                                                                       (Unaudited)
<S>                                                                     <C>           <C>
ASSETS
Cash and due from banks                                                 $   3,215     $   3,738
Short-term investments                                                         91         6,369
Investment in available-for-sale securities (at fair value)                41,473        24,350
Investments in held-to-maturity securities (fair values of $740 as of
      June 30, 1999 and $978 as of March 31, 1999)                            739           956
Stock in Federal Home Loan Bank of Boston                                   5,686         3,850
Mortgage loans held for sale                                                  413           321
Loans receivable, net                                                     330,963       304,372
Accrued interest receivable                                                 2,144         1,920
Premises and equipment, net                                                 2,580         2,564
Deferred tax asset, net                                                     2,698         2,728
Investment in bank owned life insurance                                     6,125         6,054
Other assets                                                                2,426         2,182
                                                                        ---------     ---------
                Total assets                                            $ 398,553     $ 359,404
                                                                        =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
            Deposits                                                    $ 215,515     $ 216,397
            Federal Home Loan Bank Advances                               111,947        76,751
            Other borrowed funds                                            9,970         3,240
            Accrued expenses and other liabilities                          2,948         2,718
                                                                        ---------     ---------
                       Total liabilities                                $ 340,380     $ 299,106
                                                                        ---------     ---------

Stockholders' equity:
            Common stock, par value $.01 per share, issued
                       and outstanding 2,535,232 shares                        25            25
            Additional paid-in capital                                     49,277        49,277
            Retained earnings                                              19,906        19,463
            Accumulated other comprehensive income                             69            45
            Less:   Unearned ESOP shares                                   (3,232)       (3,232)
                    Unearned 1998 Stock-Based Incentive Plan               (2,173)       (2,173)
                    Treasury stock, 247,186 and 126,762 shares             (5,699)       (3,107)
                                                                        ---------     ---------
                       Total stockholders' equity                          58,173        60,298
                                                                        ---------     ---------
                       Total liabilities and stockholders' equity       $ 398,553     $ 359,404
                                                                        =========     =========
Equity-to-asset ratio                                                       14.60%        16.78%
Book value per share                                                    $   27.41     $   26.88
</TABLE>


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

                                       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,
                                                                                       --------------------------
                                                                                           1999           1998
                                                                                       -----------    -----------
                                                                                       (Unaudited)
<S>                                                                                    <C>            <C>
Interest income:
            Loans                                                                      $     6,260    $     4,652
            Investments                                                                        579            765
                                                                                       -----------    -----------
                       Total interest income                                                 6,839          5,417
                                                                                       -----------    -----------
Interest expense:
            Deposits                                                                         2,119          2,242
            Borrowed funds                                                                   1,236            216
                                                                                       -----------    -----------
                       Total interest expense                                                3,355          2,458
                                                                                       -----------    -----------
                       Net interest income before provision for possible loan losses         3,484          2,959
Provision for loan losses                                                                      225             50
                                                                                       -----------    -----------
                       Net interest income after provision for possible loan losses          3,259          2,909
                                                                                       -----------    -----------
Non-interest income:
            Service charges on deposit accounts                                                 72             62
            Other income                                                                        97
            Gain on sale of loans                                                               (1)            13
                                                                                       -----------    -----------
                       Total non-interest income                                               168             75
                                                                                       -----------    -----------
                       Income before non-interest expense and income taxes                   3,427          2,984
                                                                                       -----------    -----------
Non-interest expense:
            Salaries and employee benefits                                                   1,612          1,190
            Occupancy and equipment                                                            268            236
            Federal deposit insurance premiums                                                  32             31
            Advertising                                                                         68             45
            Data processing                                                                     69             57
            Other                                                                              470            508
                                                                                       -----------    -----------
                       Total non-interest expense                                            2,519          2,067
                                                                                       -----------    -----------
                       Income before income taxes                                              908            917

Income tax expense                                                                             324            403
                                                                                       -----------    -----------
                       Net income                                                      $       584    $       514
                                                                                       ===========    ===========
Comprehensive net income                                                               $       608    $       515
                                                                                       ===========    ===========
Weighted average common and common equivalent shares outstanding                         2,177,986      2,352,696
                                                                                       ===========    ===========

Basic earnings per share                                                               $      0.27    $      0.22
                                                                                       ===========    ===========
Diluted earnings per share                                                             $      0.27    $      0.22
                                                                                       ===========    ===========
</TABLE>


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

                                       2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                            Three months ended June 30,
                                                                                            ---------------------------
                                                                                                  1999        1998
                                                                                                --------    --------
                                                                                               (Unaudited)
<S>                                                                                             <C>         <C>
Net cash flows from operating activities:
            Net income                                                                          $    584    $    514
            Adjustments to reconcile net income to net cash provided by operating activities:
                       Provision for possible loan losses                                            225          50
                       Provision for depreciation and amortization                                    76          65
                       Amortization of securities, net of accretion                                  (17)          2
                       Amortization of loan fees and discounts                                       (11)        (99)
                       Net decrease (increase) in mortgage loans held-for-sale                       (92)        (45)
                       (Gain) loss on sale of loans                                                    1         (13)
                       Increase (decrease) in accrued interest receivable                           (224)       (160)
                       Decrease (increase) in prepaid expense and other assets                      (315)         12
                       Increase (decrease) in accrued taxes                                          230         659
                                                                                                --------    --------
                       Net cash provided (used) by operating activities                              457         985
                                                                                                --------    --------

Net cash flows from investing activities:
                       Maturities and principal repayments on investments held to maturity           215         327
                       Maturities and principal repayments on investments available for sale       4,734          --
                       Purchase of investments available for sale                                (21,783)    (14,083)
                       Purchase of Federal Home Loan Bank of Boston Stock                         (1,836)         --
                       Net decrease (increase) in loans                                          (26,806)     (6,063)
                       Capital expenditures                                                          (92)        (79)
                       Proceeds from sales of and receipts on other real estate owned                 --          --
                                                                                                --------    --------
            Net cash provided (used) for investing activities                                    (45,568)    (19,898)
                                                                                                --------    --------

Net cash flows from financing activities:
                       Net deposit activity                                                         (882)     (3,233)
                       Proceeds of borrowings                                                     82,191          --
                       Repayment of borrowings                                                   (46,995)     (5,000)
                       Repayment of borrowings                                                     6,730        (615)
                       Dividend on common stock                                                     (141)         --
                       Purchase of treasury stock                                                 (2,593)         --
                                                                                                --------    --------
            Net cash provided by financing activities                                             38,310      (8,848)
                                                                                                --------    --------
Net increase (decrease) in cash and cash equivalents:                                             (6,801)    (27,761)

            Cash and cash equivalents at beginning of period                                      10,107      49,513
                                                                                                --------    --------
            Cash and cash equivalents at end of period                                          $  3,306    $ 21,752
                                                                                                ========    ========
Supplemental disclosure of cash flow information:
            Cash paid during period for:
                       Interest                                                                 $  3,330    $  2,465
                       Income taxes                                                             $    346    $     78
</TABLE>

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


                                       3
<PAGE>

                    Bay State Bancorp, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             Accumulated                       Unearned
                                                                                Other                         Stock-based   Total
                                                       Additional              Compre-    Unearned             Incentive    Stock-
                                               Common    Paid-in    Retained   hensive      ESOP     Treasury     Plan      holders'
                                                Stock    Capital    Earnings    Income     Shares     Stock      Shares     Equity
                                               --------  --------   --------   --------   --------   --------   --------   --------
<S>                                            <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
Balance at March 31, 1997                      $     --  $     --   $ 19,091   $    383   $     --   $     --   $     --   $ 19,474
  Net Loss                                           --        --     (1,751)        --         --         --         --
  Net Change in unrealized gain on available
     for sale securities, net of tax effect          --        --         --        283         --         --         --
     Comprehensive income                            --        --         --         --         --         --         --     (1,468)
  Stock issued pursuant to initial common
     stock offering                                  23    45,245         --         --         --         --         --     45,268
  Issuance of 187,795 shares of common stock
     to The Bay State Federal Savings
     Charitable Foundation                            2     3,754         --         --         --         --         --      3,756
  Common Stock acquired by ESOP                      --        --         --         --     (4,056)        --         --     (4,056)
  Reduction in unearned ESOP shares charged
     to expense                                      --        --         --         --        405         --         --        405
  Appreciation in fair value of unearned ESOP
     Shares charged to expense                       --       195         --         --         --         --         --        195
                                               --------  --------   --------   --------   --------   --------   --------   --------
Balance at March 31, 1998                            25    49,194     17,340        666     (3,651)        --         --     63,574
  Net Income                                         --        --      2,234         --         --         --         --
  Net change in unrealized gain on available
     for sale securities, net of tax effect          --        --         --       (621)        --         --         --
       Comprehensive income                          --        --         --         --         --         --         --      1,613
  Purchase of treasury stock, 126,762 shares         --        --         --         --         --     (3,107)        --     (3,107)
  Dividends paid, $0.05 per share                    --        --       (111)        --         --         --         --       (111)
  Reduction in unearned ESOP shares charged
     to expense                                      --        --         --         --        419         --         --        419
  Appreciation in fair value of unearned ESOP
     Shares charged to expense                       --        95         --         --         --         --         --         95
  Common stock acquired for stock-based
     Incentive plans                                 --        --         --         --         --         --     (2,269)    (2,269)
  Issuance of stock incentive plan shares            --       (12)        --         --         --         --         96         84
                                               --------  --------   --------   --------   --------   --------   --------   --------
Balance at March 31, 1999                      $     25  $ 49,277   $ 19,463   $     45   $ (3,232)  $ (3,107)  $ (2,173)    60,298
  Net Income                                         --        --        584         --         --         --         --
Net change in unrealized gain on available
    for sale securities, net of tax effect           --        --         --         24         --         --         --
    Comprehensive income                             --        --         --         --         --         --         --        608
  Purchase of treasury stock, 120,424 shares         --        --         --         --         --     (2,592)        --     (2,592)
  Dividends paid, $0.06 per share                    --        --       (141)        --         --         --         --       (141)
                                               --------  --------   --------   --------   --------   --------   --------   --------
Balance at June 30, 1999 (Unaudited)           $     25  $ 49,277   $ 19,906   $     69   $ (3,232)  $ (5,699)  $ (2,173)  $ 58,173
                                               ========  ========   ========   ========   ========   ========   ========   ========
</TABLE>


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

                                       4
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED JUNE 30, 1999

(1)  Organization

     Bay State Bancorp,  Inc.  ("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  Savings  Bank  ("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  ("OTS"),  the Federal
Deposit  Insurance   Corporation   ("FDIC")  and  the  Securities  and  Exchange
Commission ("SEC"). The Conversion, completed on March 27, 1998, resulted in the
Company  issuing an aggregate  2,535,232  shares of its common stock,  par value
$.01 per share, at a price of $20 per share, of which 2,347,437 shares were sold
in a  subscription  offering  and  187,795  shares  were issued to The Bay State
Federal  Savings  Charitable  Foundation (the  "Foundation),  established by the
Company  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-QSB and of Regulation S-B.  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, 1999 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-KSB for the period  ended
March 31, 1999, filed with the Securities and Exchange Commission.

(3)  Stock Repurchase Program

     On April 6, 1999 the Company  announced it had received  approval  from the
OTS to repurchase up to 5% of the Company's outstanding common stock, or 120,424
shares.  During the quarter the Company completed the purchase of the stock at a
total cost of $2,592,000,  or $21.52 per share. This second  repurchase  program
reduced the company's outstanding shares to 2,288,046.



                                       5
<PAGE>


Item 2 - Management's Discussion and Analysis or Plan of Operation

     Statements contained in this document,  which are not historical facts, are
forward-looking  statements  as that term is defined in the  Private  Securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are subject to
risk and  uncertainties,  which could cause actual results to differ  materially
from those currently anticipated due to a number of factors,  which include, but
are not limited to, factors discussed in documents filed by the Company with the
Securities and Exchange Commission from time to time.

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 Bay State Federal Savings Bank as part of the
Bank's conversion from a mutual to stock form of organization. Bay State Federal
Savings Bank is a federally  chartered savings bank and is subject to regulation
by the Office of Thrift Supervision.

     The Bank's business  activities are concentrated in Eastern  Massachusetts.
The Bank has five full service  retail  banking  offices  located in Norfolk and
Suffolk  Counties,  Massachusetts.  All retail  banking  activity  is  conducted
through the banking offices. 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, home
equity  lines of  credit,  consumer  loans  and to a lesser  extent  residential
construction loans. 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 Company depend  primarily on its net interest
and dividend 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.


                                       6
<PAGE>


Comparison of Financial Condition at June 30, 1999 and March 31, 1999

     Total  assets at June 30,  1999 were  $398.6  million,  compared  to $359.4
million at March 31,  1999,  an increase of $39.2  million,  or 10.9%.  This was
primarily due to an increase in originations  and purchases in loans  receivable
of $26.6 million, or 8.7%,  primarily in multi-family and commercial real estate
loans, and to a lesser extent one-to-four family  residential  mortgages.  Also,
investments, excluding stock in Federal Home Loan Bank, increased $10.6 million,
or 33.6%.  The  increase  in assets was funded  mainly from an increase of $35.2
million,  or 45.9%, in Federal Home Loan Bank borrowings and a $6.7 million,  or
208%,  increase  in  other  borrowed  funds,  consisting  mainly  of  repurchase
agreements.

     Total stockholder's  equity was $58.2 million, or 14.6% of total assets, at
June 30, 1999, a decrease of $2.1 million,  or 3.5%, from the $60.3 million,  or
16.8% of total assets at March 31, 1999.  The change in equity was the result of
the net  income  for the  period,  offset by a  reduction  in  capital  from the
completion of a 5% stock  repurchase  program during the quarter.  The Company's
book value per share at June 30,  1999 was  $27.41,  compared to $26.88 at March
31, 1999.

Investments

     Short-term  investments  of $91,000 at June 30, 1999,  consisted  solely of
funds invested in the  Co-operative  Central Bank Liquidity  Fund, a decrease of
$6.3  million,  or 98.6% from the $6.4 million at March 31, 1999.  This decrease
was a result  of  funding  the  growth  in the  investment  securities  and loan
portfolios and to fund the minor outflow of deposits.

     As a result of the current interest rate environment, and the corresponding
impact on the market value of the investments  classified as available for sale,
a $69,000 net  unrealized  gain was  recognized as an increase to equity at June
30, 1999, compared to an unrealized gain of $45,000 at March 31, 1999.


                                       7
<PAGE>


     The table below shows the  amortized  cost and  estimated  market values of
investments available for sale for the periods presented:



                                            June 30, 1999       March 31, 1999
                                          ------------------  ------------------
                                          Amortized   Fair    Amortized   Fair
                                            Cost      Value     Cost      Value
                                          ---------  -------  ---------  -------
                                                  (Dollars in thousands)

Investment securities
  Marketable equity securities             $ 9,600   $10,027   $ 9,525   $ 9,737
  Mortgage-backed securities                20,474    20,485     5,371     5,391
  Trust preferred equity securities          4,893     4,883     2,506     2,521
  Corporate bonds and notes                  1,246     1,226     1,247     1,234
  Preferred stocks                           4,005     3,867     1,500     1,460
  Government agency securities               1,000       985     4,000     4,007
                                           -------   -------   -------   -------
Total Available for Sale Securities        $41,218   $41,473   $24,149   $24,350
                                           =======   =======   =======   =======

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


                                            June 30, 1999       March 31, 1999
                                          ------------------  ------------------
                                          Amortized   Fair    Amortized   Fair
                                            Cost      Value     Cost      Value
                                          ---------  -------  ---------  -------
                                                      (In thousands)
Investment securities
Mortgage-backed
   and mortgage-related securities         $   739   $   740   $   956   $   978
                                           -------   -------   -------   -------
Total Mortgage-backed and
   mortgage related Securities             $   739   $   740   $   956   $   978
                                           =======   =======   =======   =======

                                       8
<PAGE>



Loans

     During the first  quarter of Fiscal  2000,  loans  receivable  increased by
$26.6 million, or 8.7%, as detailed below:

<TABLE>
<CAPTION>
                                                    June 30,    % of total   March 31,    % of total
                                                     1999         Loans        1999         Loans
                                                   --------      --------    --------      --------
                                                                (Dollars in thousands)
<S>                                                <C>             <C>       <C>             <C>
Mortgage loans:
            Residential 1 - 4 family               $175,972         52.12%   $168,786         54.62%
            Multi-family                             69,479         20.58      57,744         18.69
            Commercial real estate                   74,421         22.04      67,806         21.94
            Construction and development              7,196          2.13       5,494          1.78
                                                   --------      --------    --------      --------
                Total mortgage loans                327,068         96.87     299,830         97.03
                                                   --------      --------    --------      --------
Commercial loans                                        225          0.07         500          0.16
                                                   --------      --------    --------      --------
Consumer loans:
            Equity lines                              6,404          1.90       5,156          1.67
            Other consumer loans                      3,951          1.16       3.535          1.14
                                                   --------      --------    --------      --------
                 Total loans                        337,648        100.00%    309,021        100.00%
                                                                 ========                  ========
Deduct:
            Allowance for loan loss                   3,266                    3,027
            Undisbursed proceeds of construction
            and development loans in process          3,233                    1,424
            Deferred loan fees                          186                      198
                                                   --------                 --------
                Net loans receivable               $330,963                 $304,372
                                                   ========                 ========
</TABLE>

     The Banks' primary lending focus is real estate lending.  At June 30, 1999,
residential,  commercial real estate,  and  construction  and development  loans
represented 96.9% of total loans, compared to 97.0% at March 31, 1999.

     At June 30, 1999 loans serviced for investors was $22.7 million compared to
$22.6 million at March 31, 1999.

Asset Quality

     At June 30, 1999 non-performing  assets totaled  $1,700,000,  a decrease of
$264,000,  or 13.4%,  from $1,964,000 at March 31, 1999.  Non-performing  assets
consist of all loans that are  delinquent 90 days or more.  The Bank had no real
estate  owned  at  June  30,  1999  or  March  31,  1999.   At  June  30,  1999,
non-performing  assets  represented  0.43% of total  assets  and  0.51% of loans
receivable,  compared to 0.55% and 0.64%,  respectively,  at March 31, 1999. The
decrease  in   non-performing   assets  was  primarily  in  one-to-four   family
residential mortgages.


                                       9
<PAGE>


     The composition of non-performing assets for the periods presented was:

                                                       June 30,
                                                  -----------------    March 31,
                                                   1999       1998       1999
                                                  ------     ------     ------
                                                    (Dollars in thousands)
Non-accrual loans:
            One-to-four-family                    $  574     $  994     $  862
            Multi-family                             279        254        280
            Commercial real estate                   770        739        745
            Equity lines                              65         --         65
            Other                                     12         43         12
                                                  ------     ------     ------
                                                  $1,700     $2,030     $1,964
                                                  ======     ======     ======
Non-performing assets as a percentage of:

            Loans receivable                        0.51%      0.88%      0.64%
            Total assets                            0.43       0.71       0.55

     The following  represents the activity in the allowance for loan losses for
the three months ended June 30, 1999:


                                                                (In thousands)

     Balance at March 31, 1999                                       $3,027
     Provision for possible loan losses                                 225
     Losses charged to allowance                                         --
     Recoveries                                                          14
                                                                     ------
     Balance at June 30, 1999                                        $3,266
                                                                     ======

     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 evaluation.



                                       10
<PAGE>

Deposits and Borrowed Funds

     Deposits  decreased  slightly  during the three month period ended June 30,
1999 as detailed below:

                                    June 30,  % of total   March 31,  % of total
                                      1999     deposits      1999      deposits
                                    --------   --------    --------    --------
                                              (Dollars in thousands)

Regular savings accounts            $ 26,597      12.34%   $ 27,461       12.70%
NOW accounts                          23,069      10.70      24,154       11.16
Money market accounts                 59,467      27.59      54,305       25.09
Non-interest bearing deposits          1,211       0.57         867        0.40
                                    --------   --------    --------    --------
                                     110,344      51.20     106,787       49.35
Term deposits                        105,171      48.80     109,610       50.65
                                    --------   --------    --------    --------
            Total deposits          $215,515     100.00%   $216,397      100.00%
                                    ========   ========    ========    ========

     During the period, borrowed funds increased $41.9 million, or 52.4%.

Comparison of Results of Operations for the three months ended June 30, 1999 and
1998

General

     Consolidated  net income for the three  months  ended June 30, 1999 totaled
$584,000,  or $0.27 per share,  compared to $514,000, or $0.22 per share for the
same period last year.  This  represents  an increase of $70,000 or 13.6% in net
income and a $0.05 or 22.7% increase in earnings per share.

Interest Income

     Interest  income for the three  months ended June 30, 1999  increased  $1.4
million, or 26.3%, to $6.8 million, compared to $5.4 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,  partially offset by a decrease
in the yield on interest-earning assets. The average balance of interest-earning
assets  increased  from $277.4  million  for the quarter  ended June 30, 1998 to
$359.0  million  for the  quarter  ended June 30,  1999,  an  increase  of $81.6
million,  or 29.4%.  The  increase  in the average  balance of  interest-earning
assets was  primarily  a net result of an  increase  in the  average  balance of
investment  securities of $6.6 million, or 47.2%, an increase in loans, net, and
mortgage-loans  held for sale of $93.2  million  or  41.5%  and an  increase  in
mortgage-backed and mortgage related securities of $15.7 million, or 749.8%. The
yield on interest-earning assets decreased 19 basis points to 7.62%.


                                       11
<PAGE>

Interest Expense

     Interest  expense  for the  three  months  ended  June 30,  1999  increased
$897,000,  or 36.5%,  to $3,355,000  compared to $2,458,000  for the same period
last  year.  The  increase  in  interest  expense  was the net result of a $91.7
million,  or  41.5%,   increase  in  the  average  balance  of  interest-bearing
liabilities  which increased from $220.9 million for the three months ended June
30,  1998 to $312.7  million  for the three  months  ended  June 30,  1999.  The
increase in the average balance of interest-bearing  liabilities was primarily a
result of an increase in the average  balance of deposits of $10.1  million,  or
4.9% and the average  balance of FHLB  advances  and other  borrowings  of $81.7
million, or 466.8%. The cost of interest bearing liabilities  decreased 16 basis
points to 4.29%, compared to 4.45% for the same period last year.












                                       12
<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,                  1999                           1998
                                        ----------------------------    --------------------------
                                                    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                 $  2,855    $     34    4.74%   $ 36,813   $    527   5.73%
 Investment securities                    20,622         278    5.39      14,007        203   5.80
 Mortgage-backed and mortgage related
   securities                             17,822         267    6.00       2,094         35   6.88
 Loans, net and mortgage loan held-
  for-sale                               317,654       6,260    7.88     224,494      4,652   8.29
                                        --------    --------            --------   --------
Total interest earning assets            358,953       6,839    7.62     277,408      5,417   7.81
                                                    --------                       --------
Non interest earning assets               21,631                          12,291
                                        --------                        --------
  Total                                 $380,584                        $289,699
                                        ========                        ========

Liabilities and Stockholders' Equity
Interest bearing liabilities:
  NOW accounts                          $ 23,371          64    1.10    $ 21,776         94   1.73
  Regular savings accounts                26,463         136    2.06      28,627        174   2.43
  Money market accounts                   56,226         534    3.80      38,571        450   4.67
  Certificate accounts                   107,398       1,385    5.16     114,416      1,524   5.33
                                        --------    --------            --------   --------
Total interest bearing deposits          213,458       2,119    3.97     203,390      2,242   4.41
  FHLB advances and other borrowings      99,192       1,236    4.98      17,500        216   4.88
                                        --------    --------            --------   --------
Total interest-bearing liabilities       312,650       3,355    4.29     220,890      2,458   4.45
                                                    --------                       --------
  Demand deposits                          1,415                             498
  Other liabilities                        7,391                           4,461
  Stockholders' equity                    59,128                          63,850
                                        --------                        --------
  Total                                 $380,584                        $289,699
                                        ========                        ========
Net interest income                                 $  3,484                       $  2,959
                                                    ========                       ========
Interest rate spread                                            3.33%                         3.36%
                                                                ====                          ====
Net interest margin                                             3.88%                         4.14%
                                                                ====                          ====
</TABLE>

                                       13
<PAGE>

The increase of $525,000 in net interest income is analyzed as follows:

                                                Quarters ended June 30,
                                                     1999 vs. 1998
                                           ---------------------------------
                                           Change due to Increase (Decrease)
                                           ---------------------------------
                                           Volume         Rate         Net
                                           -------      -------      -------
                                                (Dollars in thousands)

Interest income:
         Loans                             $ 1,823         (215)     $ 1,608
         Investment securities                  88          (13)          75
         Mortgage backed and Mortgage-
            related securities                 235           (4)         231
         Short-term investments               (416)         (76)        (492)
                                           -------      -------      -------
                  Total                      1,730         (308)       1,422
                                           -------      -------      -------
Interest expense:
            Deposits                            45         (168)        (123)
            Borrowings                       1,018            2        1,020
                                           -------      -------      -------
                  Total                      1,063         (166)         897
                                           -------      -------      -------
Net interest income                        $   667      $  (142)     $   525
                                           =======      =======      =======

Provision for loan losses

     Provisions  for possible loan losses are charged to operations to bring the
total  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 possible
loan losses  totaled  $225,000 for the quarter ended June 30, 1999,  compared to
$50,000 for the same period last year.  The increase in the provision  reflected
managements  analysis of the risks  associated  with the Banks' primary  lending
objective  to increase  the  overall  loan  portfolio.  The  increased  level of
provision is  reflective of the increase in the overall size and mix of the loan
portfolio during the period.

     At June 30, 1999 and March 31, 1999, the allowance for loan losses was $3.3
million   and  $3.0   million,   respectively,   which   represents   192.1%  of
non-performing  loans  and 0.98% of total  loans at June 30,  1999  compared  to
154.1% of non-performing loans at 0.98% of total loans at March 31, 1999.

     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.



                                       14
<PAGE>

Non-interest income

     Total non-interest  income was $168,000 for the three months ended June 30,
1999, compared to $75,000 for the same period last year, an increase of $93,000,
or 124%.  The increase was  primarily  the result of income  recognized  on bank
owned life insurance  policies purchased by the Bank, income recognized from the
new alternative  investment services and insurance products being offered by the
Bank,  partially  offset  by a  decrease  in the gain on the sale of loans  from
mortgage banking activities.

Non-interest expense

     Total non-interest expense was $2.5 million for the three months ended June
30, 1999, compared to $2.1 million for the same period last year, an increase of
$452,000 or 21.9%.  This was primarily due to an increase in total  salaries and
benefits  of  $422,000  or 35.5%,  the  result of an  increase  of  $179,000  in
compensation expense associated with the company's stock-based benefit plans and
a general increase in salaries and benefits due to the increase in the number of
employees compared to the same period last year. Occupancy and equipment expense
totaled $268,000 compared to $236,000 for the same period last year, an increase
of 13.6%. Advertising expense increased $23,000, or 51.1%, primarily as a result
of the  development  and roll out of new deposit  products and retail  services.
Data  processing  expense  increased  $12,000,  or  21.1%,  as a  result  of the
increased  number of deposit  accounts  serviced and the  implementation  of new
retail deposit products. Other expenses decreased $38,000, or 7.5%, primarily as
a result of last year's period  including one time expenses  associated with the
development of certain  products and programs as part of the strategic  planning
for the future.

Income taxes

     For the three months ended June 30, 1999 income taxes of $324,000 were paid
on net income before tax of $908,000 for an effective rate of 35.7%, compared to
income taxes of $403,000 on income before tax of $917,000 for an effective  rate
of 43.9%,  for the same period last year. The effective tax rate for the current
period is lower than the prior  period due to various  tax  planning  strategies
implemented  by the  Company,  specifically  the  purchase of  non-taxable  life
insurance   products  and  the  establishment  of  a  Massachusetts   securities
corporation at the Bank level.

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 condition.



                                       15
<PAGE>

     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, 1999 the Company's capital ratio was 14.6% of total assets. The
Bank at June 30, 1999 had tangible  capital of 10.56% and risk based  capital of
18.89% (unaudited).

     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,  1999 the  Company  and the Bank met all the  capital  adequacy
requirements  to which they are subject.  As of June 30,  1999,  the most recent
notification from the Office of Thrift Supervision categorized the Bank as "well
capitalized" under the regulatory framework for prompt corrective action.

Asset/Liability Management

     The  principal  objectives  of the  Bank's  interest  rate risk  management
function  are 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 quarterly  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 short-term 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.


                                       16
<PAGE>

     As part of its interest rate risk analysis,  the Bank uses an interest rate
sensitivity  model  which  generates  estimates  of the change in the Bank's net
portfolio  value  ("NPV") over a range of interest  rate  scenarios and which is
prepared by the OTS on a quarterly  basis.  NPV is the present value of expected
cash flows from assets,  liabilities and off-balance  sheet  contracts.  The NPV
ratio, under any interest rate scenario,  is defined as the NPV in that scenario
divided by the market value of assets in the same scenario.

     The OTS  produces  such  analysis  using  its own  model,  based  upon data
submitted on the Bank's quarterly Thrift  Financial  Reports.  In preparing such
model, the OTS estimates loan prepayment rates,  reinvestment  rates and deposit
decay rates.

     The  following  table sets  forth the Bank's NPV as of March 31,  1999 (the
latest NPV analysis prepared by the OTS), as calculated by the OTS.




      Change in
  Interest Rates in          Net Portfolio Value          NPV as % of Portfolio
    Basis Points                                             Value of Assets
    (Rate Shock)
                                                           NPV
                     Amount     $ Change       % Change    Ratio     Change(1)
                     ---------------------------------------------------------
                                      (Dollars in thousands)

           300       25,373     (10,563)         (29)      7.68        (275)
           200       29,422      (6,514)         (18)      8.77        (166)
           100       32,973      (2,962)          (8)      9.69         (74)
          Static     35,936          --           --      10.43          --
          (100)      39,055       3,119            9      11.19          76
          (200)      41,929       5,993           17      11.87         144
          (300)      45,655       9,719           27      12.74         232

(1)  Expressed in basis points.

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, 1999 the Bank's liquidity ratio was 7.96%. 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.



                                       17
<PAGE>

     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, 1999, cash
and cash equivalents and available-for-sale securities totaled $44.8 million, or
11.2% of total assets.

     The Bank has other  sources of  liquidity  if a need for  additional  funds
arises,  including FHLB advances.  At June 30, 1999, the Bank had $111.9 million
in advances  outstanding  from the FHLB, and at June 30, 1999, had an additional
overall  borrowing  capacity  from the FHLB of $72 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.

Year 2000 Compliance

     As the Year 2000  approaches,  an  important  business  issue  has  emerged
regarding how existing  application  software programs and operating systems can
accommodate this date value. In addressing the Year 2000, the Company has broken
down the process into four steps:  assessment,  correction/replacement,  testing
and implementation. In addition, the Company has developed a business resumption
plan to address any Year 2000 problems that may occur over the year end.

     The Company  has  completed  the  assessment  phase.  During this phase the
Company  identified  all  potential  programs  and  applications  that were date
sensitive.  The Company also assessed the various utility companies that it uses
as to their  readiness  for Year 2000.  The  assessment  phase also  included an
analysis  of  all  hardware  and  software   applications   as  well  as  vendor
identification.  The various  applications  identified were then  prioritized in
consideration of their overall importance of use to the Company.  Correspondence
was sent to all vendors inquiring into their  applications Year 2000 compliance.
For a number of applications,  the correction,  testing and vendor certification
and  implementation  has been  completed.  For all  priority  applications,  the
Company is  continuing  to ensure  compliance  by  continuing  to follow up with
vendors for Year 2000 certification.  At this point in time, the Company remains
in the correction/replacement, testing and implementation phases of the process.

     The most  critical  application  to the  Company  is the  software  package
utilized to process all loan and deposit accounts and transactions, the internal
accounting system and utility services for the various facility  locations.  The
Bank  utilizes  a  third-party   vendor  for  processing  the  primary   banking
applications and does not have any proprietary or  self-developed  software.  In
addition,  the Bank also uses third-party  vendor  application  software for all
ancillary  computer  applications,  specifically  general  ledger and accounting
systems.




                                       18
<PAGE>

     The third-party vendor for the Bank's banking  applications is in the final
stages of modifying and upgrading its ancillary computer  applications to ensure
Year 2000  compliance.  The Bank has  completed  the testing and  implementation
phases and the system is Year 2000 compliant.  The Company's accounting software
and applications are Year 2000 compliant.

     The Bank has also sent correspondence to its customers  addressing the Year
2000 issue as it specifically applies to banks,  including a variety of commonly
asked questions and how they are being addressed by the Bank.

     Additionally,  a review of the loan  portfolio  was completed to assess any
customers  that were  susceptible  to any Year 2000 issues.  However,  since the
Bank's loans are primarily secured by real estate,  there were no major concerns
to any impact on the loan portfolio.

     The  Company  has created a  contingency  plan to deal with any  unforeseen
events that could occur  which  would have a negative  impact on the  day-to-day
operations of the Company.  The contingency plan identifies the critical systems
and identifies various processing  alternatives depending on the severity of the
circumstances.  These  procedures  vary from using  back-up sites and systems to
reverting to manual processes.  The business  resumption plan for retail banking
services has been completed and tested.

     The  Company  has  expensed  approximately  $45,000 to replace  and upgrade
existing software for Year 2000 compliance. In addition, the Company purchased a
new accounting system, which is Year 2000 compliant. The cost of this system was
approximately  $75,000  and was  capitalized  and will be  depreciated  over its
expected useful life. Additional expenses will be incurred over the next year to
meet Year 2000 compliance; however, at this time these expenses are not expected
to be material in nature.

     In the  event  that  the  Bank's  third  party  vendor  or its  significant
suppliers  or  customers  do not  successfully  and  timely  achieve  Year  2000
compliance,  the Bank's  business or  operations  could be  adversely  affected.
However,  management believes that the Bank's own internal system,  networks and
resources would allow the Bank to effectively  operate and service its customers
in the event its  significant  vendors  do not  achieve  satisfactory  Year 2000
compliance.  In  addition,  if  significant  vendors  failed  to meet  Year 2000
operating  requirements  the bank  intends  to engage  alternative  vendors  and
suppliers. While the Bank cannot estimate the costs and expenses associated with
hiring new vendors and suppliers,  management believes that such costs would not
have a material impact on the Bank's earnings or results of operations.



                                       19
<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

     On July 22, 1999, the company held its Annual Meeting of  Shareholders.  At
that meeting the following items were brought before the shareholders for a vote
and the results were as indicated.

1.   Election of Directors

                                     For          %         Withheld        %
                                  ---------     -----       --------      ------
       John F. Murphy             1,790,881      96.7%       60,708        3.3%
       Leo F. Grace               1,790,881      96.7        60,708        3.3
       Richard F. Hughes          1,790,881      96.7        60,708        3.3

2.   Ratification  of the  amendments  to  the  Bay  State  Bancorp,  Inc.  1998
     Stock-Based Incentive Plan.

                For          %         Withheld        %          Abstain    %
             ---------     -----       --------      ------     ----------  ----
             1,679,311      90.7       144,130        7.8         28,148    1.5

3.   Approval of the Bay State Bancorp, Inc. 1999 Stock Option Plan.

                For          %         Withheld        %          Abstain    %
             ---------     -----       --------      ------     ----------  ----
               973,005      76.3       273,863       21.5         28,326    2.2



                                       20
<PAGE>

PART II - OTHER INFORMATION
Item 4 continued

4.   The ratification of the appointment of Shatswell,  MacLeod & Company,  P.C.
     as  independent  auditors for Bay State  Bancorp,  Inc. for the fiscal year
     ending March 31, 2000.

                For          %         Withheld        %          Abstain    %
             ---------     -----       --------      ------     ----------  ----
             1,812,223      97.9        13,933        0.8         25,433    1.3

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. *

         10.1  Amended and Restated  1998 Bay State  Bancorp,  Inc.  Stock-Based
               Incentive Plan ***

         10.2  Bay State Bancorp, Inc. 1999 Stock Option Plan ***

         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  exhibits  to Form  10QSB for
     December 31, 1998 as filed by the company.

***  Incorporated herein by reference to the June, 1999 Proxy Statement as filed
     by the Company.

     (b)  Reports on Form 8-K

          (i)  None



                                       21
<PAGE>


                                   SIGNATURES


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


                                    Bay State Bancorp, Inc.


August 11, 1999                     \s\ John F. Murphy
---------------------               --------------------------------------------
Date                                John F. Murphy
                                    Chairman, President, and
                                    Chief Executive Officer
                                    (Principal Executive Officer)



August 11, 1999                     \s\ Michael O. Gilles
---------------------               --------------------------------------------
Date                                Michael O. Gilles
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Accounting and Financial Officer)



                                       22