SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

        (Mark One)
    |X| QUARTERLY REPORT PURSUANT TO 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 0-23435

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

              MASSACHUSETTS                               04-3384928
              -------------                               ----------
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)                Identification No.)

            29 High Street
         Medford, Massachusetts                             02155
         ----------------------                             -----
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code       (781) 395-7700

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days

            YES  |X|                                    NO |_|

The number of shares outstanding of Medford Bancorp, Inc.'s common stock, $0.50
par value per share, as of June 30, 1999 was 8,375,752.
<PAGE>

                                TABLE OF CONTENTS

PART I     FINANCIAL INFORMATION

ITEM 1  -  FINANCIAL STATEMENTS                                            PAGE

           Consolidated Balance Sheets..................................     1

           Consolidated Statements of Income............................   2-5

           Consolidated Statements of Changes in Stockholders' Equity...     6

           Consolidated Statements of Cash Flows........................   7-8

           Notes to Consolidated Financial Statements...................     9


ITEM 2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.......................... 10-30

ITEM 3  -  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK .................................................    31

PART II    OTHER INFORMATION

ITEM 1  -  Legal Proceedings............................................    32

ITEM 2  -  Changes in Securities and Use of Proceeds....................    32

ITEM 3  -  Defaults Upon Senior Securities..............................    32

ITEM 4  -  Submission of Matters to a Vote of Security Holders..........    32

ITEM 5  -  Other Information............................................    32

ITEM 6  -  Exhibits and Reports on Form 8-K.............................    33

           SIGNATURES...................................................    34

           Exhibit Index................................................    35
<PAGE>

PART I     FINANCIAL INFORMATION
ITEM 1  -  Financial Statements

                             MEDFORD BANCORP, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                June 30,      December 31,
                                                                  1999           1998
                                                                  ----           ----
                                                                      (In thousands)
<S>                                                             <C>            <C>
ASSETS
  Cash and due from banks                                          $15,036        $17,439
  Interest-bearing deposits                                         10,474          4,563
                                                               -----------    -----------

    Cash and cash equivalents                                       25,510         22,002
                                                               -----------    -----------

  Investment securities available for sale                         516,416        475,169
  Investment securities held to maturity                            14,005         29,043
  Restricted equity securities                                       9,547          8,436

  Loans                                                            600,229        587,541
    Less allowance for loan losses                                  (6,847)        (6,876)
                                                               -----------    -----------
      Loans, net                                                   593,382        580,665
                                                               -----------    -----------

  Banking premises and equipment, net                               11,805         12,008
  Accrued interest receivable                                        8,909          8,230
  Goodwill and deposit-based intangibles                             4,238          4,807
  Other assets                                                      13,832         10,828
                                                               -----------    -----------

TOTAL ASSETS                                                    $1,197,644     $1,151,188
                                                               ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Deposits                                                        $901,581       $871,702
  Short-term borrowings                                             55,114         38,463
  Long-term debt                                                   143,653        131,653
  Accrued taxes and expenses                                         3,630          4,078
  Other liabilities                                                  2,270          3,025
                                                               -----------    -----------

    Total liabilities                                            1,106,248      1,048,921
                                                               -----------    -----------

Stockholders' equity:
  Serial preferred stock, $.50 par value, 5,000,000
    shares authorized; none issued;                                     --             --
  Common stock, 15,000,000 shares authorized;
    $.50 par value, 9,122,596 shares issued                          4,561          4,561
  Additional paid-in capital                                        24,964         26,389

  Retained earnings                                                 81,633         76,770
  Accumulated other comprehensive income (loss)                     (5,339)         3,058
  Treasury stock, at cost (746,844 and 412,768 shares,
    respectively)                                                  (14,423)        (8,511)
                                                               -----------    -----------
    Total stockholders' equity                                      91,396        102,267
                                                               -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $1,197,644     $1,151,188
                                                               ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       1
<PAGE>

                              MEDFORD BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

                                                            Three Months Ended
                                                                 June 30,
                                                            ------------------
                                                              1999      1998
                                                              ----      ----
                                                          (Dollars in thousands,
                                                          except per share data)
Interest and dividend income:
  Interest and fees on loans                                $11,016    $11,472
  Interest on debt securities                                 7,946      7,523
  Dividends on equity securities                                151        124
  Interest on short-term investments                            137         53
                                                            -------    -------

     Total interest and dividend income                      19,250     19,172
                                                            -------    -------

Interest expense:
  Interest on deposits                                        8,312      7,864
  Interest on short-term borrowings                             319        865
  Interest on long-term debt                                  2,127      1,799
                                                            -------    -------

     Total interest expense                                  10,758     10,528
                                                            -------    -------

Net interest income                                           8,492      8,644
Provision for loan losses                                        --         --
                                                            -------    -------

Net interest income, after provision for loan losses          8,492      8,644
                                                            -------    -------

Other income:
  Customer service fees                                         474        475
  Gain on sales of securities, net                              285        396
  Gain on sales of loans                                         --        147
  Miscellaneous                                                 231        209
                                                            -------    -------

     Total other income                                         990      1,227
                                                            -------    -------

Operating expenses:
  Salaries and employee benefits                              2,638      2,601
  Occupancy and equipment                                       603        532
  Data processing                                               384        355
  Professional fees                                             130        129
  Amortization of intangibles                                   282        292
  Advertising and marketing                                     148        108
  Other general and administrative                              567        589
                                                            -------    -------

     Total operating expenses                                 4,752      4,606
                                                            -------    -------

Income before income taxes                                    4,730      5,265
Provision for income taxes                                    1,728      2,027
                                                            -------    -------
     Net income                                              $3,002     $3,238
                                                            =======    =======

                                   (Continued)

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                             MEDFORD BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (concluded)

                                                        Three Months Ended
                                                              June 30,
                                                         -----------------
                                                         1999         1998
                                                         ----         ----
                                                       (Dollars in thousands,
                                                       except per share data)
Earnings per share:
  Basic                                                 $0.36         $0.36
  Diluted                                               $0.34         $0.34

Cash dividends declared per share                       $0.11         $0.10
Weighted average shares outstanding
  Basic                                             8,328,104     9,012,608
  Diluted                                           8,712,725     9,514,878

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                              MEDFORD BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

                                                            Six Months Ended
                                                                June 30,
                                                            1999       1998
                                                            ----       ----
                                                         (Dollars in thousands,
                                                         except per share data)

Interest and dividend income:
  Interest and fees on loans                               $22,079    $23,090
  Interest on debt securities                               15,644     15,135
  Dividends on equity securities                               292        239
  Interest on short-term investments                           187         98
                                                           -------    -------
     Total interest and dividend income                     38,202     38,562
                                                           -------    -------

Interest expense:
  Interest on deposits                                      16,373     15,622
  Interest on short-term borrowings                            688      1,982
  Interest on long-term debt                                 4,026      3,509
                                                           -------    -------

     Total interest expense                                 21,087     21,113
                                                           -------    -------

Net interest income                                         17,115     17,449
Provision for loan losses                                        0         75
                                                           -------    -------

Net interest income, after provision for loan losses        17,115     17,374
                                                           -------    -------

Other income:
  Customer service fees                                        919        954
  Gain on sales of securities, net                           1,528        910
  Gain on sales of loans                                         3        304
  Miscellaneous                                                430        385
                                                           -------    -------

     Total other income                                      2,880      2,553
                                                           -------    -------

Operating expenses:
  Salaries and employee benefits                             5,229      5,243
  Occupancy and equipment                                    1,248      1,127
  Data processing                                              758        711
  Professional fees                                            267        260
  Amortization of intangibles                                  569        590
  Advertising and marketing                                    289        225
  Other general and administrative                           1,055      1,135
                                                           -------    -------

     Total operating expenses                                9,415      9,291
                                                           -------    -------

Income before income taxes                                  10,580     10,636

Provision for income taxes                                   3,880      4,150
                                                           -------    -------

     Net income                                             $6,700     $6,486
                                                           =======    =======

                                   (Continued)

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                             MEDFORD BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (concluded)

                                                        Six Months Ended
                                                            June 30,
                                                       -----------------
                                                       1999         1998
                                                       ----         ----
                                                     (Dollars in thousands,
                                                     except per share data)
Earnings per share:
  Basic                                               $0.80         $0.72
  Diluted                                             $0.76         $0.68

Cash dividends declared per share                     $0.22         $0.20
Weighted average shares outstanding
  Basic                                           8,407,941     9,051,282
  Diluted                                         8,815,531     9,558,440

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                              MEDFORD BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                                               Accumulated
                                                    Common Stock    Additional             Treasury Stock         Other
                                                 -----------------   Paid-In   Retained   ------------------  Comprehensive
                                                 Shares    Dollars   Capital   Earnings   Shares     Dollars  Income (Loss)  Total
                                                 ------    -------   -------   --------   ------     -------  -------------  -----
                                                                      (In thousands, except number of shares)
<S>                                             <C>        <C>       <C>        <C>      <C>        <C>         <C>        <C>
Balance at December 31, 1998                    9,122,596  $4,561    $26,389    $76,770  (412,768)  $ (8,511)   $ 3,058    $102,267
                                                                                                                           --------
Comprehensive income:
  Net income                                           --      --         --      6,700        --         --         --       6,700
  Change in net unrealized gain (loss) on
  securities available for sale, net of
  reclassification adjustment and tax effects          --      --         --         --        --         --     (8,397)     (8,397)
                                                                                                                           --------
    Total comprehensive income (loss)                                                                                        (1,697)
                                                                                                                           --------
Cash dividends declared ($.22 per share)                       --                (1,837)       --         --         --      (1,837)
Repurchase of treasury stock                           --      --         --         --  (425,796)    (7,689)        --      (7,689)
Issuance of common stock under stock option
  Plan                                                 --      --     (1,425)        --    91,720      1,777         --         352
                                                ---------  ------    -------    -------  --------   --------    -------    --------

Balance at June 30, 1999                        9,122,596  $4,561    $24,964    $81,633  (746,844)  $(14,423)   $(5,339)   $ 91,396
                                                =========  ======    =======    =======  ========   ========    =======    ========

Balance at December 31, 1997                    4,541,148  $2,271    $28,977    $68,938        --   $     --    $ 1,324    $101,510
                                                                                                                           --------
Comprehensive income:
 Net income                                            --      --         --      6,486        --         --         --       6,486
 Change in net unrealized gain (loss) on
 securities available for sale, net of
 reclassification adjustment and tax effects           --      --         --         --        --         --        (68)        (68)
                                                                                                                           --------
  Total comprehensive income                                                                                                  6,418
                                                                                                                           --------
Cash dividends declared ($.20 per share)               --      --         --     (1,803)       --         --         --      (1,803)
Repurchase of treasury stock                           --      --         --         --  (118,584)    (5,093)        --      (5,093)
Issuance of common stock under stock option
 plan and related income tax benefits              20,150      10        (62)        --    12,000        518         --         466
                                                ---------  ------    -------    -------  --------   --------    -------    --------

Balance at June 30, 1998                        4,561,298  $2,281    $28,915    $73,621  (106,584)  $ (4,575)   $ 1,256    $101,498
                                                =========  ======    =======    =======  ========   ========    =======    ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                             MEDFORD BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                                June 30,
                                                                           -----------------
                                                                           1999         1998
                                                                           ----         ----
                                                                            (In thousands)
<S>                                                                       <C>          <C>
Cash flows from operating activities:
  Net income                                                                $6,700       $6,486
    Adjustments to reconcile net income to
      net cash provided by operating activities:
          Provision for loan losses                                             --           75
          Depreciation and amortization, net                                 1,563        1,108
          Gain on sales of securities, net                                  (1,528)        (910)
          Gain on sales of loans                                                (3)        (304)
          Decrease in accrued interest receivable
            and other assets                                                 1,564          309
         Increase (decrease) in accrued taxes and expenses
            and other liabilities                                             (386)       5,644
                                                                         ---------    ---------

          Net cash provided by operating activities                          7,910       12,408
                                                                         ---------    ---------

Cash flows from investing activities:
  Maturities of investment securities available for sale                    15,250       33,179
  Purchases of investment securities available for sale                   (203,766)    (166,475)
  Sales of investment securities available for sale                        102,812       84,027
  Maturities of investment securities held to maturity                      15,639       46,053
  Purchases of investment securities held to maturity
    and FHLBB stock                                                         (1,264)      (1,564)
  Principal amortization of mortgage-backed investments
    available for sale                                                      31,511       16,084
  Proceeds from sale of loans, net                                              82        9,600
  Loans originated and purchased, net of amortization and payoffs          (12,954)     (10,093)
  Purchases of bank premises and equipment, net                               (363)      (1,023)
  Sales of, and principal payments received on,
    foreclosed real estate                                                     116           --
                                                                         ---------    ---------

         Net cash provided by (used in) investing activities               (52,937)       9,788
                                                                         ---------    ---------
</TABLE>

                                   (continued)

See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                             MEDFORD BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (concluded)

<TABLE>
<CAPTION>
                                                                        Six Months Ended
                                                                            June 30,
                                                                        ---------------
                                                                        1999       1998
                                                                        ----       ----
                                                                         (In thousands)
<S>                                                                    <C>         <C>
Cash flows from financing activities:
  Net increase in deposits                                              29,879      11,692
  Increase (decrease) in borrowings with maturities of three
    months or less                                                      16,651     (28,017)
  Proceeds from long-term debt                                          12,000      11,336
  Issuance of common stock                                                 352         292
  Payments to acquire treasury stock                                    (7,689)     (5,093)
  Cash dividends paid                                                   (2,658)     (2,546)
                                                                      --------    --------

          Net cash provided by (used in) financing activities           48,535     (12,336)
                                                                      --------    --------

Net change in cash and cash equivalents                                  3,508       9,860
Cash and cash equivalents, beginning of period                          22,002      16,180
                                                                      --------    --------
Cash and cash equivalents, end of period                               $25,510     $26,040
                                                                      ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       8
<PAGE>

                             MEDFORD BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Note 1.  Basis of Presentation

      The consolidated interim financial statements of Medford Bancorp, Inc.
(the "Company") and its wholly-owned subsidiary, Medford Savings Bank (the
"Bank") presented herein are intended to be read in conjunction with the
consolidated financial statements presented in the Company's annual report for
the year ended December 31, 1998.

      The consolidated financial information for the three and six months ended
June 30, 1999 and 1998 is unaudited. In the opinion of management, however, the
consolidated financial information reflects all adjustments (consisting solely
of normal recurring accruals) necessary for a fair presentation in accordance
with generally accepted accounting principles. Interim results are not
necessarily indicative of results to be expected for the entire year.

      Certain amounts have been reclassified in the June 30, 1998 financial
statements to conform to the 1999 presentation.

Note 2.  Commitments

      At June 30, 1999, the Company had outstanding commitments to originate new
residential and commercial real estate mortgage loans totalling approximately
$29.5 million, which are not reflected on the consolidated balance sheet.
Unadvanced funds on equity lines were $25.3 million, unadvanced construction
loan funds were $16.4 million, and unadvanced funds on commercial lines of
credit were $12.6 million at June 30, 1999.

Note 3.  Earnings per share

      Basic earnings per share represents income available to common
stockholders divided by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share reflects additional common shares
that would have been outstanding if dilutive potential common shares had been
issued, as well as any adjustment to income that would result from the assumed
conversion. Potential common shares that may be issued by the Company relate
solely to outstanding stock options, and are determined using the treasury stock
method. The assumed conversion of outstanding dilutive stock options would
increase the shares outstanding but would not require an adjustment to income as
a result of the conversion.


                                       9
<PAGE>

      ITEM 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

GENERAL

This form 10-Q contains certain statements that may be considered
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's actual results could differ materially from those
projected in the forward-looking statements as a result, among other factors, of
changes in general national or regional economic conditions, changes in loan
default and charge-off rates, reductions in deposit levels necessitating
increased borrowing to fund loans and investments, changes in interest rates,
changes in the size and nature of the Company's competition, and changes in the
assumptions used in making such forward-looking statements.

Consolidated net income was $3,002,000 or basic earnings per share of $0.36
($0.34 diluted basis) for the three months ended June 30, 1999, compared to
$3,238,000 or basic earnings per share of $0.36 ($0.34 diluted basis) for the
comparable prior year period.

Net interest income was $8,492,000 for the quarter ended June 30, 1999, down
$152,000 or 1.8% from the comparable 1998 period, and represented a net interest
margin of 2.97% compared to 3.23% for the comparable 1998 period. Net gains on
sales of assets totalled $291,000 for the 1999 second quarter compared to
$543,000 for the same quarter in 1998.

Total operating expenses were $4,752,000 for the second quarter of 1999, up
$146,000 or 3.2% from $4,606,000 during the comparable period in 1998. There was
no provision for loan losses recorded for the three month periods ended June 30,
1999 and 1998.

For the second quarter of 1999, the annualized return on assets was 1.02% and
the annualized return on equity was 12.89%, compared to 1.16% and 12.63% for the
comparable period in 1998.

Consolidated net income for the six months ended June 30, 1999 was $6,700,000,
representing basic earnings per share of $0.80 ($0.76 diluted basis) compared to
$6,486,000 and $0.72 ($0.68 diluted basis),respectively, for the same prior year
period. Basic and diluted earnings per share have increased 11.1 % and 11.8%,
respectively, while consolidated net income increased $214,000 or 3.3% for the
six month comparative period.

Net interest income totalled $17,115,000 for the six months ended June 30, 1999,
down $334,000 or 1.9% from the comparable 1998 period, and represented a net
interest margin of 3.02% compared to 3.23% for the six months ended June 30,
1998. The net gain on sales of assets totalled $1,537,000 for the first six
months of 1999 compared to $1,214,000 for the same period in 1998.


                                       10
<PAGE>

Total operating expenses were $9,415,000 for the first six months of 1999, up
$124,000 or 1.3% from the $9,291,000 during the comparable period in 1998. The
provision for loan losses for the six months ended June 30, 1999 was zero
compared to $75,000 for the same prior year period.

For the first six months of 1999, the annualized return on assets was 1.16% and
the annualized return on equity was 14.11%, compared to 1.17% and 12.72%,
respectively, for the comparable period in 1998.

Total non-performing assets were $3,149,000 or 0.26% of total assets at June 30,
1999, compared to $1,932,000 or 0.17%, respectively, at December 31, 1998. The
allowance for loan losses at June 30, 1999 was $6,847,000, representing 1.14% of
total loans. At December 31, 1998, the allowance for loan losses was $6,876,000,
representing 1.17% of total loans. The Company had no foreclosed real estate at
June 30, 1999, compared to $119,000 at December 31, 1998.

The Company had total assets of $1.2 billion and capital of $91.4 million at
June 30, 1999, representing a capital to assets ratio of 7.63%, exceeding all
regulatory requirements. As compared to December 31, 1998, investment securities
increased $27.3 million or 5.3% to $540.0 million, total loans increased $12.7
million or 2.2% to $600.2 million, deposits increased $29.9 million or 3.4% to
$901.6 million, and borrowings increased $28.7 million or 16.8% to $198.8
million.

A more detailed discussion and analysis of the Company's financial condition and
results of operations follows.


                                       11
<PAGE>

INVESTMENT SECURITIES

Investment securities consist of the following:

                                                      June 30,     December 31
                                                        1999          1988
                                                        ----          ----
                                                          (In thousands)

Securities available for sale, at fair value          $516,416     $475,169
Securities held to maturity, at amortized cost          14,005       29,043
Restricted equity securities:
Federal Home Loan Bank stock                             8,433        7,322
Massachusetts Savings Bank Life Insurance stock          1,114        1,114
                                                      --------     --------
                                                      $539,968     $512,648
                                                      ========     ========

The amortized cost and fair value of investment securities, excluding restricted
equity securities, at June 30, 1999 and December 31, 1998 with gross unrealized
gains and losses, follows:

                                                    June 30, 1999
                                     -------------------------------------------
                                                  Gross       Gross
                                     Amortized  Unrealized  Unrealized    Fair
                                        Cost      Gains       Losses      Value
                                      --------   --------    --------   --------
                                                (In thousands)

Securities Available for Sale

Debt securities:
  Corporate bonds                     $227,266   $    270    $ (1,640)  $225,896
  Mortgage - backed                    234,681        107      (5,998)   228,790
  U.S. Government and
    federal agency                      61,118         13      (1,233)    59,898
                                      --------   --------    --------   --------
    Total debt securities              523,065        390      (8,871)   514,584

Marketable equity securities             2,086         23        (277)     1,832
                                      --------   --------    --------   --------
    Total securities
      available for sale              $525,151   $    413    $ (9,148)  $516,416
                                      ========   ========    ========   ========
Securities Held to Maturity

U.S. Government
  and federal agency                  $ 14,005   $     57    $     --   $ 14,062
                                      ========   ========    ========   ========


                                       12
<PAGE>

                                                   December 31, 1998
                                     -------------------------------------------
                                                  Gross       Gross
                                     Amortized  Unrealized  Unrealized   Fair
                                        Cost      Gains       Losses     Value
                                        ----      -----       ------     -----
                                                  (In thousands)

Securities Available for Sale

Debt securities:
  Corporate bonds                     $188,087   $  1,966    $    (33)  $190,020
  Mortgage - backed                    215,933      2,392        (129)   218,196
  U.S. Government and
    federal agency                      63,591      1,190         (89)    64,692
                                      --------   --------    --------   --------
    Total debt securities              467,611      5,548        (251)   472,908

Marketable equity securities             2,532         45        (316)     2,261
                                      --------   --------    --------   --------
    Total securities
       available for sale             $470,143   $  5,593    $   (567)  $475,169
                                      ========   ========    ========   ========

Securities Held to Maturity

U.S. Government and federal agency    $ 29,043   $    286    $     --   $ 29,329
                                      ========   ========    ========   ========


The amortized cost and fair value of debt securities by contractual maturity at
June 30, 1999 are as follows:

                                                    June 30, 1999
                                       -----------------------------------------
                                       Available for Sale    Held to Maturity
                                       -------------------   -------------------
                                       Amortized   Fair      Amortized    Fair
                                         Cost      Value        Cost      Value
                                         ----      -----        ----      -----
                                                     (In thousands)

Within 1 year                          $ 71,452   $ 71,626    $  9,005  $  9,035
After 1 year through 5 years            208,534    206,282       5,000     5,027
After 5 years through 10 years            8,398      7,886          --        --
                                       --------   --------    --------  --------
                                        288,384    285,794      14,005    14,062

Mortgage - backed securities            234,681    228,790          --        --
                                       --------   --------    --------  --------
                                       $523,065   $514,584    $ 14,005  $ 14,062
                                       ========   ========    ========  ========


                                       13
<PAGE>

The amortized cost and fair value of debt securities by contractual maturity at
December 31, 1998 are as follows:

                                                 December 31, 1998
                                       --------------------------------------
                                       Available for Sale    Held to Maturity
                                       ------------------    ----------------
                                       Amortized     Fair   Amortized      Fair
                                         Cost       Value      Cost       Value
                                       --------   --------   --------   --------
                                                    (In thousands)

Within 1 year                          $ 42,335   $ 42,549   $ 24,043   $ 24,241
After 1 year through 5 years            193,752    196,394      5,000      5,088
After 5 years through 10 years           10,446     10,528         --         --
After 10 years                            5,145      5,241         --         --
                                       --------   --------   --------   --------
                                        251,678    254,712     29,043     29,329

Mortgage - backed securities            215,933    218,196         --         --
                                       --------   --------   --------   --------
                                       $467,611   $472,908   $ 29,043   $ 29,329
                                       ========   ========   ========   ========

Investment securities increased $27.3 million from $512.6 million at December
31, 1998 to $540.0 million at June 30, 1999. At June 30, 1999, the securities
portfolio classified as "available for sale" reflected an unrealized pre-tax
loss of $8.7 million as a result of rising market rates as compared to an
unrealized pre-tax gain of $5.0 million at December 31, 1998. In accordance with
the Company's asset-liability strategies, purchases of mortgage-backed
securities are primarily in fifteen year mortgages with weighted average lives
of six years and other investment securities are generally short-term with
maturities of five years or less.

Sales of debt securities produced gains of $250,000 during the 1999 second
quarter and $1,489,000 for the six months ended June 30, 1999 compared to gains
of $290,000 and $578,000 for the second quarter and six months ended June 30,
1998, respectively. Sales of equities produced gains of $35,000 and $39,000
during the 1999 second quarter and six months ended June 30, 1999 compared to
gains of $106,000 and $332,000 for the second quarter and six months ended June
30, 1998, respectively.


                                       14
<PAGE>

LOANS

      A summary of the Company's outstanding loan balances as of the dates
indicated follows:

                                                      June 30,      December 31,
                                                       1999             1998
                                                       ----             ----
                                                           (In thousands)
Mortgage loans on real estate:
   Residential 1-4 family                             $442,218        $421,462
   Commercial                                          102,561         109,561
   Construction                                         30,007          28,647
   Second mortgages                                        920           1,111
   Equity lines of credit                               19,068          20,606
                                                     ---------       ---------
                                                       594,774         581,387

Less: Unadvanced construction
               loan funds                              (16,371)        (15,574)

                                                       578,403         565,813
                                                     ---------       ---------
Other loans:
   Commercial loans                                     17,749          17,358
   Personal loans                                        1,858           2,076
   Education and other                                     867           1,069
                                                     ---------       ---------
                                                        20,474          20,503
                                                     ---------       ---------

Add: Premium on loans acquired                             227             223
   Net deferred fees                                     1,125           1,002
                                                     ---------       ---------
Total loans                                            600,229         587,541

Less: Allowance for loan losses                         (6,847)         (6,876)
                                                     ---------       ---------
   Loans, net                                         $593,382        $580,665
                                                     =========       =========

Total gross loans outstanding at June 30, 1999 increased $12.7 million to $600.2
million when compared to the December 31, 1998 level. Residential 1-4 family
real estate mortgage loans increased $20.8 million as commercial real estate
loans decreased $7.0 million from the December 31, 1998 level due to ongoing
intense pricing competition from both bank and non-bank competitors. The payoff
of a sizable bridge loan and the effects of residential 1-4 family mortgage loan
refinancings account for the decrease of $1.5 million in equity lines of credit.
Changes in all other loan categories during the six months ended June 30, 1999
are representative of net activity in new loan originations and amortization and
payoffs.

NON-PERFORMING ASSETS

Total non-performing assets were $3.1 million and $1.9 million at June 30, 1999
and December 31, 1998, respectively. Included in non-performing assets at
December 31, 1998 was a single foreclosed real estate property carried at
$119,000 that was sold during the quarter ended March 31, 1999. There were no
other foreclosed real estate properties added


                                       15
<PAGE>

during the 1999 second quarter. As a percentage of total assets, non-performing
assets equaled 0.26% and 0.17% at June 30, 1999 and December 31, 1998,
respectively. Fluctuations in total non-performing assets occur from quarter to
quarter but remain at historically low levels. It is the Company's general
policy to place loans on a non-accrual basis when such loans become 90 days
contractually delinquent or when the collectibility of principal or interest
payments becomes doubtful. When a loan is placed on non-accrual status, its
interest income accrual ceases and all income previously accrued but unpaid is
reversed.

In accordance with SFAS No. 114, a loan is considered impaired when, based on
current information and events, it is probable that the borrower will be unable
to meet principal or interest payments as agreed in the original loan contract.
The principal balance of impaired loans at June 30, 1999 was $3.1 million, all
of which were included in the $3.1 million non-performing assets referenced in
the preceding paragraph. The loan loss reserve allocated to these impaired loans
was $261,000 at June 30, 1999.

ALLOWANCE FOR LOAN LOSSES

A summary of the activity in the allowance for loan losses follows:

                                                       Six Months Ended
                                                  -------------------------
                                                  June 30,         June 30,
                                                    1999             1998
                                                    ----             ----
                                                       (In thousands)
Balance at beginning
   of period                                      $ 6,876           $ 6,733
Provisions                                             --                75
Recoveries                                             38               219
Less: Charge-offs                                     (67)             (152)
                                                  -------           -------

Balance at end of period                          $ 6,847           $ 6,875
                                                  =======           =======

The allowance for loan losses is established through a provision for loan losses
charged to earnings. Loan losses are charged against the allowance when
management believes the collectibility of the loan balance is unlikely.
Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and
is based upon management's periodic review of the collectibility of the loans in
light of historical experience, known inherent risks in the nature and volume of
the loan portfolio,levels of non-performing loans, adverse situations that may
affect the


                                       16
<PAGE>

borrowers' ability to repay, trends in delinquencies and charge-offs, estimated
value of any underlying collateral, and prevailing economic conditions. This
evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes available.
Ultimate losses may vary from current estimates and future additions to the
allowance may be necessary.

The allowance for loan losses was $6.8 million at June 30, 1999, a reserve
coverage of 1.14% of total loans. At December 31, 1998, the allowance for loan
losses was $6.9 million, representing 1.17% of total loans.

DEPOSITS

Total deposits increased $29.9 million from December 31, 1998 to $901.6 million
at June 30, 1999. This growth resulted from increases in core deposits and
success in the municipal deposit program.

Generally, the Company's strategy is to maintain stable deposit rates and to
increase deposit levels through selective core deposit and term deposit
promotions. To retain core deposits, the Company continues to promote its
"ComboPlus" account, which combines a statement savings and a demand account.
This "ComboPlus" account has contributed to an increase in both its related
savings and demand deposits of $26.2 million and $812,000, respectively, in the
first six months of 1999. The following table indicates the balances in various
deposit accounts at the dates indicated.

                                              June 30,        December 31,
                                                1999             1998
                                              --------         --------
                                                    (In thousands)

Demand accounts                               $ 51,752         $ 51,936
NOW accounts                                    61,693           64,888
Savings & money market accounts                377,311          351,047
Term certificates                              410,825          403,831
                                              --------         --------
                                              $901,581         $871,702
                                              ========         ========

BORROWED FUNDS

Historically, the Company has selectively engaged in long-term borrowings to
fund loans and has entered into short-term repurchase agreements to fund
investment securities purchases. At June 30, 1999, the Company's long-term
borrowings increased by $12 million to $143.7 million from $131.7 million at
December 31, 1998 while its short-term borrowings increased by $16.6 million to
$55.1 million from $38.5 million at year end. At June 30, 1999, borrowed funds
totalled $198.8 million, increasing $28.7 million from the $170.1 million
reported at December 31, 1998.


                                       17
<PAGE>

STOCKHOLDERS' EQUITY

The Company's capital to assets ratio was 7.63% and 8.88% at June 30, 1999 and
December 31, 1998, respectively.

The Company (on a consolidated basis) and its subsidiary Medford Savings Bank
(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 and Bank's financial statements. Under capital adequacy guidelines and
the regulatory framework for prompt corrective action, the Company and/or 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. Holding companies, such as the Company,
are not subject to prompt corrective action provisions. The capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios of total
and Tier 1 capital (as defined) to average assets (as defined). As of December
31, 1998, the Company and the Bank met all capital adequacy requirements to be
categorized as well capitalized. No conditions or events occurred during the
first six months of 1999 that management believes have changed the Company's or
the Bank's category. Therefore, management believes as of June 30, 1999 that the
Company and the Bank met all capital adequacy requirements to continue to be
categorized as well capitalized.

The Company's book value at June 30, 1999 was $10.91 per share, compared with
$11.74 per share at December 31, 1998.


               (Remainder of this page intentionally left blank.)


                                       18
<PAGE>

                              RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 1999 vs QUARTER ENDED JUNE 30, 1998
NET INTEREST INCOME

Interest and dividend income from loans and investments increased $78,000 or
0.4% to $19.3 million for the 1999 second quarter when compared to the same
quarter in 1998. For the 1999 second quarter, average earning assets totalled
$1.144 billion, an increase of $71.7 million or 6.7% over the comparable average
for 1998, with $56.5 million of that increase attributed to short and long-term
investment securities and $15.2 million attributed to loans. The annualized
yields on earning assets were 6.73% and 7.15% for the second quarters in 1999
and 1998, respectively. The yield on investment securities was 5.99% for the
second quarter 1999 as compared to 6.22% for the second quarter 1998. Short and
long-term investments contributed $534,000 of additional interest and dividend
income when comparing the second quarter of 1999 to the second quarter of 1998,
primarily as a result of higher average balances. The increase in the average
balance on loans was more than offset by a yield decline, from 7.96% to 7.44%,
such that interest income on loans decreased by $456,000 from its 1998 second
quarter level.

Total interest expense for the three months ended June 30, 1999 was $10.8
million, reflecting an increase of $230,000 or 2.2% over the same period in
1998. At June 30, 1999 average interest bearing liabilities were $1.04 billion,
an increase of $75.0 million or 7.8% over the comparable prior year period. This
period-to-period increase can be attributed to average deposit growth of $79.3
million, as average borrowed funds decreased $4.3 million. Deposit growth
occurred even as rates paid declined from 4.04% to 3.87% for the quarters ended
June 30, 1998 and 1999, respectively. Overall, interest expense on deposits
increased $448,000 to $8.3 million as increases in average deposits more than
offset the lower rate environment. Interest expense on borrowed funds decreased
$218,000 as the average balances decreased and the rates paid declined 35 basis
points to 5.46% in the second quarter of 1999 compared to the second quarter in
1998. The overall cost of interest bearing liabilities decreased to 4.15% from
4.37% when comparing the two quarters.

Net interest income decreased 1.8% or $152,000 to $8.5 million when comparing
the second quarter in 1999 to the same quarter in 1998, as the weighted average
rate spread and the net interest margin decreased by 20 and 26 basis points,
respectively. The decrease in net interest income, spread and net interest
margin is primarily due to yields on earning assets decreasing at a faster pace
than interest rates on interest bearing liabilities. The yield on earning assets
declined 42 basis points to 6.73% in the second quarter 1999 as compared to the
same quarter in 1998, while the cost of interest bearing liabilities decreased
by 22 basis points to 4.15%. This resulted in an interest rate spread and a net
interest margin of 2.58% and 2.97%, respectively, for the three months ended
June 30, 1999.


                                       19
<PAGE>

                              MEDFORD BANCORP, INC.

                              INTEREST RATE SPREAD

                                                            Three Months Ended
                                                                 June 30,
                                                                 --------

                                                              1999      1998
                                                              ----      ----

Weighted average yield earned on:

        Short-term investments                                4.66%     5.34%
        Investment securities                                 5.99      6.22
        Loans                                                 7.44      7.96
                                                              ----      ----

                    All earning assets                        6.73%     7.15%
                                                              ----      ----

Weighted average rate paid on:

        Deposits                                              3.87%     4.04%
        Borrowed funds                                        5.46      5.81
                                                              ----      ----

                    All interest-bearing liabilities          4.15%     4.37%
                                                              ----      ----

Weighted average rate spread                                  2.58%     2.78%
                                                              ----      ----

Net interest margin                                           2.97%     3.23%
                                                              ====      ====


                                       20
<PAGE>

PROVISION FOR LOAN LOSSES

The provision for loan losses represents a charge against current earnings and
an addition to the allowance for loan losses. The provision is determined by
management on the basis of many factors, including the quality of specific
loans, risk characteristics of the loan portfolio generally, the level of
non-performing loans, current economic conditions, trends in delinquency and
charge-offs, and value of the underlying collateral. Management considers the
allowance for loan losses to be adequate at June 30, 1999, although there can be
no assurance that the allowance is adequate or that additional provisions to the
allowance for loan losses will not be necessary.

The Company recorded no provision for loan losses for the second quarter of 1999
and the second quarter of 1998. The Company recorded net loan recoveries of
$22,000 and $89,000 for the three month ended periods June 30, 1999 and 1998,
respectively.

OTHER INCOME

Other income, including customer service fees and gains and losses on sales of
assets equaled $990,000 in the second quarter of 1999 as compared to $1,227,000
in the second quarter of 1998, representing a decrease of $237,000 or 19.3%. The
$258,000 decrease in combined gains on sales of securities and loans, when
comparing the second quarters of 1999 to 1998, principally accounts for the
decrease in other income. See related discussions under "Investment Securities"
included in "Management's Discussion and Analysis" in Item 2 of Part I of this
report.

OPERATING EXPENSES

Operating expenses increased $146,000 or 3.2% to $4,752,000 for the three months
ended June 30, 1999 when compared to the same period in 1998. Increases in
occupancy, equipment and data processing expenses account for $100,000 of the
overall increase in operating expenses. The increase in these costs can be
principally explained by the added expenses from the reopening of our North
Reading branch and the opening of our Tewksbury branch office in September 1998.
The Company's annualized expense ratio, which is the ratio of non-interest
expense to average assets, was 1.66% for the three months ended June 30, 1999,
as compared to 1.67% for the prior year comparable period. The Company continues
to focus on cost containment with the intent to be a low cost provider of high
quality banking products and services.

PROVISION FOR INCOME TAXES

The Bank's effective tax rate for three months ended June 30, 1999 was 36.5% as
compared to 38.5% for the period ended June 30, 1998. The impact of state
taxation has been reduced as a result of investment activity in the Bank's
security corporation.


                                       21
<PAGE>

SIX MONTHS ENDED JUNE 30, 1999 vs SIX MONTHS ENDED JUNE 30, 1998
NET INTEREST INCOME

Interest and dividend income from loans and investments decreased $360,000 or
0.9% to $38.2 million for the first half of 1999 compared to the same period in
1998. Over the first half of 1999 average earning assets totalled $1.12 billion,
an increase of $48.7 million, or 4.5%, over the comparable average for 1998,
with $39.2 million of that increase deriving from short and long-term investment
securities and $9.5 million from loans. The yield on earning assets equaled
6.79% and 7.17% for the six months ended June 30, 1999 and 1998, respectively.
The yield on investment securities was 6.03% for the first half of 1999, a
decrease of 20 basis points from 6.23% for the same period in 1998. Primarily as
a result of a higher average balance, short and long-term investments
contributed $651,000 of additional interest and dividend income when comparing
the first six months of 1999 to the same period in 1998. Interest income on
loans decreased $1.0 million to total $22.1 million thus far in 1999 as the
increase in the average balance on loans was more than offset by the 47 basis
point yield decline to 7.51%.

Average interest bearing liabilities increased $51.3 million over the comparable
prior year period as average deposits increased $67.2 million while average
borrowed funds decreased $15.9 million. Total interest expense for the six
months ended June 30, 1999 was $21.1 million, which was essentially unchanged
from the same period in 1998. This resulted from increases in interest expense
on deposits being more than offset by the decrease in interest expense on
borrowed funds. Total interest expense on deposits increased $751,000 to $16.4
million as the decline in weighted average cost of interest bearing deposits to
3.91% from 4.04% for the six months ended June 30, 1999 and 1998, respectively,
was more than offset by the increase in average deposits. Interest expense on
borrowed funds decreased $777,000 or 14.2% as both average balances and rates
paid declined by $15.9 million and 41 basis points, respectively. The overall
cost of interest bearing liabilities decreased to 4.16% from 4.39% when
comparing the two periods.

Net interest income totaled $17.1 million for the six months ended June 30,
1999, down $334,000 or 1.9% and represented a net interest margin of 3.02%
compared to, respectively, $17.4 million and 3.23% for the six months ended June
30, 1998. Average earning assets continued to grow; however, net interest margin
declined twenty-one (21) basis points from last year. During these comparable
periods, yields on earning assets declined at a faster pace than rates paid on
interest-bearing liabilities. The decrease in asset yields can be attributed to
the prepayment of commercial real estate loans due to intense pricing
competition and significant residential real estate refinancing related to the
decline in home mortgage rates.


                                       22
<PAGE>

                              MEDFORD BANCORP, INC.

                              INTEREST RATE SPREAD

                                                            Six Months Ended
                                                                June 30,
                                                                --------

                                                             1999      1998
                                                             ----      ----

Weighted average yield earned on:

        Short-term investments                               4.66%     5.33%
        Investment securities                                6.03      6.23
        Loans                                                7.51      7.98
                                                             ----      ----

                    All earning assets                       6.79%     7.17%
                                                             ----      ----

Weighted average rate paid on:

        Deposits                                             3.91%     4.04%
        Borrowed funds                                       5.43      5.84
                                                             ----      ----

                    All interest-bearing liabilities         4.16%     4.39%
                                                             ----      ----

Weighted average rate spread                                 2.63%     2.78%
                                                             ----      ----

Net interest margin                                          3.02%     3.23%
                                                             ====      ====


                                       23
<PAGE>

PROVISION FOR LOAN LOSSES

The provision for loan losses represents a charge against current earnings and
an addition to the allowance for loan losses. The provision is determined by
management on the basis of many factors including the quality of specific loans,
risk characteristics of the loan portfolio generally, the level of
non-performing loans, current economic conditions, trends in delinquency and
charge-offs, and value of the underlying collateral. Management considers the
allowance for loan losses to be adequate at June 30, 1999, although there can be
no assurance that the allowance is adequate or that additional provisions to the
allowance for loan losses will not be necessary.

The Company recorded no provision for loan losses for the first half of 1999
compared to $75,000 provided for the same period in 1998. Net charge-offs for
the six months ended June 30, 1999 totalled $29,000 compared to net recoveries
of $67,000 for the same period in 1998.

OTHER INCOME

Other income, such as customer service fees and gains and losses on sales of
assets, equaled $2.9 million in the first half of 1999 as compared to $2.6
million in the same period in 1998. The $327,000 or 12.8% increase in other
income, when comparing the six months ended June 30, 1999 to 1998, can be
accounted for by the $323,000 increase in net gains on sale of assets during the
periods. See related discussions under "Investment Securities" included in
"Management's Discussion and Analysis" in Item 2 of Part I of this report.

OPERATING EXPENSES

Operating expenses were $9.4 million, an increase of $124,000 or 1.3% for the
six months ended June 30, 1999 compared to the same period in 1998. The most
significant increases were in occupancy, equipment and data processing, up
$168,000 or 9.1% resulting from the additional operating expenses associated
with the reopening and opening of our North Reading and Tewksbury branch sites.
All other operating expenses were $44,000 lower as the Company continues to
manage for operating efficiencies. The Company's annualized expense ratio, which
is the ratio of non-interest expense to average assets, was 1.63% for the six
months ended June 30, 1999, as compared to 1.68% for the prior year comparable
period.

PROVISION FOR INCOME TAXES

The Bank's effective tax rate for six months ended June 30, 1999 was 36.7% as
compared to 39.2% for the period ended June 30, 1998. The impact of state
taxation has been reduced as a result of investment activity in the Bank's
security corporation.


                                       24
<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of funds are customer deposits, amortization and
payoff of existing loan principal, and sales or maturities of various investment
securities. The Company is a voluntary member of the Federal Home Loan Bank of
Boston ("FHLBB"), and as such may take advantage of the FHLBB's borrowing
programs to enhance liquidity and leverage its favorable capital position. The
Company also may draw on lines of credit at the FHLBB and a large commercial
bank, and it may pledge U.S. Government securities to borrow from certain
investment firms and the Mutual Savings Central Fund of Massachusetts. These
various sources of liquidity are used to fund withdrawals, new loans, and
investments.

Management seeks to promote deposit growth while controlling the Company's cost
of funds. Sales oriented programs to attract new depositors and the
cross-selling of various products to its existing customer base are currently in
place. Management reviews, on an ongoing basis, possible new products, with
particular attention to products and services which will assist retention of the
Company's base of lower-costing deposits.

Maturities and sales of investment securities provide significant liquidity to
the Company. The Company's policy of purchasing shorter-term debt securities
reduces market risk in the bond portfolio while providing significant cash flow.
For the six months ended June 30, 1999 cash flow from maturities and sales of
securities was $133.7 million compared to $163.3 million for the six months
ended June 30, 1998. Principal payments received on mortgage-backed investments
during the six months ended June 30, 1999 and 1998 totalled $31.5 million and
$16.1 million, respectively. During periods of high interest rates, maturities
in the bond portfolio have provided significant liquidity at a lower cost than
borrowings.

Amortization and payoffs of the loan portfolio also contribute significant
liquidity to the Company. Traditionally, the amortization and payoffs have been
reinvested into loans. When payoff rates exceed origination rates, excess
liquidity from loan payoffs is shifted into the investment portfolio.

The Company also uses borrowed funds as a source of liquidity. These borrowings
generally contribute toward funding over-all loan growth. At June 30, 1999 the
Company's outstanding borrowings from the FHLBB were $168.6 million, as compared
to $131.6 million at December 31, 1998. The Company also utilizes repurchase
agreements as a source of funding when management deems market conditions to be
conducive to such activities. Repurchase agreements totalled $29.2 million at
June 30, 1999 as compared to $38.3 million at December 31, 1998.


                                       25
<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES
                                   (continued)

Commitments to originate residential and commercial real estate mortgage loans
at June 30, 1999 excluding unadvanced construction funds of $16.4 million were
$29.5 million. Management believes that adequate liquidity is available to fund
loan commitments utilizing deposits, loan amortization, maturities of
securities, or borrowings.

Purchases of securities during the six months ended June 30, 1999 totalled
$205.0 million consisting of debt instruments generally maturing in less than
five years and equities. This compares with purchases of $168.0 million for the
six months ended June 30, 1998.

Residential and commercial real estate mortgage loan originations for the six
months ended June 30, 1999 totalled $67.5 million, compared with $45.9 million
for the six months ended June 30, 1998.

The Company's capital position (total stockholders' equity) was $91.4 million or
7.63% of total assets at June 30, 1999 compared with $102.3 million or 8.88% of
total assets at December 31, 1998. During the six months ended June 30, 1999 the
company completed a second 5% stock repurchase plan. A total of 425,796 shares
of common stock were repurchased. The Company's capital position exceeds all
regulatory requirements.


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                                       26
<PAGE>

                           ASSET-LIABILITY MANAGEMENT

Through the Company's Asset-Liability Management Committee ("ALCO"), which is
comprised of certain senior and middle management personnel, the Company
monitors the level and general mix of interest rate-sensitive assets and
liabilities. The primary objective of the Company's ALCO program is to manage
the assets and liabilities of the Company to provide for optimum profitability
and capital at prudent levels of liquidity and interest rate, credit, and market
risk.

It is ALCO's general policy to closely match the maturity or rate sensitivity of
its assets and liabilities. In accordance with this policy, certain strategies
have been implemented to improve the match between interest rate sensitive
assets and liabilities. These strategies include, but are not limited to: daily
monitoring of the Company's changing cash requirements, with particular
concentration on investment in short term securities; originating adjustable and
fixed rate mortgage loans for the Company's own portfolio; managing the cost and
structure of deposits; and generally using matched borrowings to fund specific
purchases of loan packages and large loan origination. Occasionally, management
may choose to deviate from specific matching of maturities of assets and
liabilities, if an attractive opportunity to enhance yields becomes available.

The Company actively manages its liability portfolio in order to effectively
plan and manage growth and maturities of deposits. Management recognizes the
need for strict attention to all deposits. Accordingly, plans for growth of all
deposit types are reviewed regularly. Programs are in place which are designed
to build multiple relationships with customers and to enhance the Company's
ability to retain deposits at controlled rates of interest, and management has
adopted a policy of reviewing interest rates on an ongoing basis on all deposit
accounts, in order to control deposit growth and interest costs.

In addition to attracting deposits, the Company has selectively borrowed funds
using advances from the Federal Home Loan Bank of Boston and upon occasion,
reverse repurchase agreements. These funds have generally been used to purchase
loans typically having a matched repricing date.

                              IMPACT OF INFLATION

The consolidated financial statements and related consolidated financial data
presented herein have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and
results of operations in terms of historical dollars without considering changes
in the relative purchasing power of money over time due to inflation. The
primary effect of inflation on the operations of the Company is reflected in
increased operating costs. Unlike most industrial companies, virtually all
assets of a financial institution are monetary in nature. As a result, interest
rates have a more significant effect on a financial institution's performance


                                       27
<PAGE>

than the effect of general levels of inflation. Interest rates do not
necessarily move in the same direction or in the same magnitude as the prices of
goods and services.

                              YEAR 2000 DISCLOSURE

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the "Year 2000 Information and Readiness Disclosure Act."

The Year 2000 ("Y2K") issue exists because many computer systems and
applications currently use two-digit date fields to designate a year. As the
century date change occurs, date sensitive systems may recognize the year 2000
as 1900, or not at all. This inability to recognize or properly treat the year
2000 may cause systems to process critical financial and operational information
incorrectly.

A year 2000 Task Force Committee ("Task Force") represented by members of senior
management was formed in 1997 and is responsible for Y2K compliance. Diligent
efforts, with management's participation, are being conducted by the Company to
address Y2K concerns that affect its operations. The objective of the Company's
Y2K compliance efforts is to enable its internal systems to function normally
with dates prior to, during, or after the year 2000. Additionally, compliance
shall also include out-sourced systems upon which the Company relies for normal
bank operations. The Company monitors compliance efforts of these vendors to
adequately assess readiness and has sought and received written assurances from
vendors of critical systems.

To become Y2K compliant, the Company is following the Federal Financial
Institutions Examination Council ("FFIEC") interagency statement of Year 2000
project management issued May 1997. The statement outlines five phases essential
to the Y2K remediation process. The Company's Year 2000 Task Force prepared a
"Year 2000 Action Plan" to define the tasks and monitor its progress in each of
the five phases. The five phases and the Company's status in its efforts in
completing each follow:

      1. Awareness Phase - To define the Y2K problem, gain executive level
support for resources, establish a Y2K program team, and develop an overall
strategy that encompasses potentially affected systems. The Year 2000 Task Force
was formed in 1997 and has prepared a Year 2000 Action Plan to address the Y2K
problem. The Task Force has established and is maintaining ongoing
communications with employees, management, the Board of Directors and customers
on Y2K awareness and understanding. Progress updates on Y2K compliance are
provided to the Board of Directors and its Committees on a quarterly basis. The
Year 2000 committee has also established a "Customer Awareness Program" to
provide updates and assurance to its customer base on its efforts and progress
on Y2K readiness. Communication, training and awareness is ongoing and will
continue throughout the Y2K remediation process.

      2. Assessment Phase - Assess the size and complexity of the problem,
identify all hardware, software, networks, ATM's, and other various processing
platforms. The assessment also includes non-information systems dependent upon
embedded microchips. The


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<PAGE>

Task Force has identified its third party vendor ("Third Party") of data
processing for teller platform, deposit and loan information systems as its
critical computer application. The Task Force and Third Party have established
and are maintaining significant monitoring efforts of Y2K compliance progress
through newsletters, user group interface and direct communication.
Additionally, the Task Force has also assessed and prepared inventories of all
non-critical software and hardware information systems and non-computer related
equipment. The inventories outline actions to be taken, including the need for
repair and/or replacement, need for testing and establishment of contingency
plans as deemed appropriate. Major vendors identified in this assessment phase
have been contacted and requested to provide written correspondence on Y2K
readiness and progress, to which satisfactory responses have been received.

      3. Renovation Phase - Includes code enhancements, hardware and software
upgrades, system replacements, vendor certifications, and other associated
changes. In August 1998, the Third Party's "Year 2000 Outsourcing Solution" was
certified by the Information Technology Association of America ("ITAA").
ITAA*2000 is the industry's century date change certification program that
examines processes and methods used by companies to perform their Year 2000
software conversions. The Company and Third Party successfully completed a
conversion to the "Year 2000 Outsourcing Solution," the Y2K-ready platform, in
early October 1998. Replacement of in-house software and hardware identified in
its assessment phase was substantially complete at year-end 1998.

      4. Validation Phase - Includes testing of incremental changes and upgrades
to hardware and software components. The Task Force has prepared a "Year 2000
Test Plan" ("Test Plan") document that defines the environment, methodology,
human and financial resources, critical test dates and scheduled testing dates
for Third Party and in-house software and hardware. The Test Plan incorporates
the Third Party's Year 2000 20XX proxy testing plan which outlines the
objectives, scope and completed testing of their applications in the first
quarter of 1999. In conjunction with the Task Force's Test Plan, the Company has
established an in-house laboratory for testing Y2K readiness of all internal
non-critical software and hardware systems. Plans, test scripts, and actual
testing dates for the internal non-critical software and hardware systems were
completed at year-end 1998.

      5. Implementation Phase - In this Phase, systems should be certified as
Y2K compliant and be accepted by the Company. The Company's implementation and
certification of Y2K compliance is substantially complete. The Company is
continuing efforts to remediate and validate a non-critical loan tracking system
to be completed by the end of the 1999 third quarter.

Costs of the Y2K compliance effort during 1998 totaled $20,440 and were expensed
as incurred. Additional costs of approximately $33,000 have been expensed during
the first six months of 1999 out of $50,000 budgeted for 1999. Based upon
currently available information, this 1999 amount will not have a material
impact on the Company's on-going results of operations. A substantial part of
the Y2K compliance effort will be


                                       29
<PAGE>

accomplished by reallocation of existing personnel and resources. In addition,
investments in new software and hardware planned by the Company in 1998 fall
within the ordinary course of business of maintaining industry technology
standards, and are not considered to be instrumental to the Company within the
context of the Y2K project.

A Remediation Contingency Plan for the Third Party computer application was
prepared and reviewed during the third quarter of 1998. During the 1999 first
quarter, the Task Force determined that activation of the Remediation
Contingency Plan would not be necessary given the Third Party's progress in Y2K
compliance. The Task Force finalized and the Board of Directors approved its
Third Party Business Resumption Contingency Plan which outlines how the Company
would resume business if unanticipated problems arise from nonperformance of the
Third Party.

In addition to the Third Party Business Resumption Contingency Plan, the Company
has developed a Liquidity Contingency Plan to address liquidity problems that
may arise from customer concerns relating to Y2K. To mitigate such concerns, the
Company will continue its efforts to provide updates and assurance to its
customer base through its customer awareness program. Although the Company has
taken reasonable steps to anticipate Y2K-related problems, no assurance can be
given that the Company, or vendors, governmental agencies, companies, etc. that
interface with the Company will resolve their Y2K issues in a successful and
timely fashion or that the costs of the Company's efforts will not exceed
current estimates. If the Company does not resolve such issues, or does not do
so in a timely manner, the Y2K issue could have a material adverse impact on the
Company's business, future operating results and financial condition. In
addition, the Company's efforts to become Y2K compliant are being monitored by
its federal banking regulators. Failure to be Y2K compliant could subject the
Company to formal supervisory enforcement actions.

The preceding Y2K discussion contains various 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. These
forward-looking statements represent the Company's beliefs and expectations
regarding future events. When used in the Y2K discussion, the words "believes",
"expects", "estimates" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements include, without
limitation, the Company's expectations as to when it will complete the phases of
the Plan; its estimated costs; and its belief that its internal systems will be
Y2K compliant in a timely manner. All forward-looking statements involve a
number of risks and uncertainties that could cause the actual results to differ
materially from the projected results. Factors that may cause these differences
include, but are not limited to, the availability of qualified personnel and
other information technology resources; the ability to identify and remediate
all date sensitive lines of computer code; and the actions of governmental
agencies or other third parties with respect to Y2K problems.


                                       30
<PAGE>

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

For a discussion of the Company's management of market risk exposure, see
"Asset-Liability Management" in Item 2 of Part I of this report and Item 7A of
Part II of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "1998 Annual Report").

For quantitative information about market risk, see Item 7A of Part II of the
Company's 1998 Annual Report.

There have been no material changes in the quantitative and qualitative
disclosures about market risk as of June 30, 1999 from those presented in the
Company's 1998 Annual Report.


                                       31
<PAGE>

PART II - OTHER INFORMATION

ITEM 1  -   Legal Proceedings

            There are no material legal proceedings to which the Company is a
            party or to which any of its property is subject, although the
            Company is a party to ordinary routine litigation incidental to its
            business.

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

            The Company's annual meeting of stockholders was held on April 26,
            1999 (the "Annual Meeting"). The presence, in person or by proxy, of
            at least a majority of the total number of issued and outstanding
            shares of the Company's common stock, $.50 par value per share (the
            "Common Stock") was necessary to constitute a quorum for the
            transaction of business at the 1999 Annual Meeting. There were
            8,364,330 shares of Common Stock issued, outstanding and eligible to
            vote as of March 1, 1999. A total of 7,081,241.170 shares of Common
            Stock were present in person or by proxy at the 1999 Annual Meeting,
            constituting a quorum.

            At the 1999 Annual Meeting, the stockholders elected the following
            four individuals as Directors of the Company to serve until the 2002
            annual meeting of stockholders, with the following votes cast:

                                                                BROKER NON-VOTES
            NOMINEE                 FOR            WITHHELD      AND ABSTENTIONS
            -------                 ---            --------      ---------------

            David L. Burke       6,560,398.791    520,842.379        0
            Mary Lou Doherty     6,542,606.459    538,634.711        0
            Arthur H. Meehan     6,550,893.223    530,347.947        0
            Eugene R. Murray     6,551,082.459    530,158.711        0

            The following additional Directors of the Company continued as
            Directors after the 1999 Annual Meeting: Edward D. Brickley, Paul J.
            Crowley, Edward Gaffey, Andrew D. Guthrie, Jr., M.D., Robert A.
            Havern, III, and Francis D. Pizzella.

ITEM 5  -   Other Information

            None.


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<PAGE>

ITEM 6  -   Exhibits and Reports on Form 8-K

            (a) Exhibits

              Exhibit      Description
              -------      -----------
                27         Financial Data Schedule

            b) Reports on Form 8-K

               No reports on Form 8-K were filed by the Company during the
               three month period ended June 30, 1999.


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<PAGE>

                                   SIGNATURES

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


                              MEDFORD BANCORP, INC.


Date: August 11, 1999

      /s/ Arthur H. Meehan
      -----------------------------------------------
      Arthur H. Meehan
      Chairman, President and Chief Executive Officer


Date: August 11, 1999

      /s/ Phillip W. Wong
      -----------------------------------------------
      Phillip W. Wong
      Executive Vice President, Treasurer and Chief Financial Officer


                                       34
<PAGE>

                                  EXHIBIT INDEX

               Exhibit      Description
               -------      -----------
                 27         Financial Data Schedule