U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended:  March 31, 2000

[   ]  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: 0-28815

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Delaware                                    06-1241321
         --------                                    ----------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation of organization)                    Identification No.)

   13 North Street, Litchfield, CT                     06759
   -------------------------------                   ----------
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number, including area code:    (860) 567-8752
                                                  ----------------

 (Former name, former address and former fiscal year, if changed since last
  report.)

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

         Yes [ X ]         No  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
         of common equity, as of the latest  practicable date:  1,514,931 shares
         of Common Stock,  par value $.01 per share,  were  outstanding at April
         25, 2000.

         Transitional Small Business Disclosure Format (check one):

         Yes [   ]      No  [ X ]


<PAGE>

                     FIRST LITCHFIELD FINANCIAL CORPORATION

                                   FORM 10-QSB

                                      INDEX
<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
Part I - Consolidated Financial Information

        Item 1 - Financial Statements (unaudited)

<S>                                                                                            <C>
              Consolidated Balance Sheets - March 31, 2000 and December 31, 1999 . . . . . . . . 2

              Consolidated Statements of Income - Three months ended
                 March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

              Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . .  4

              Consolidated Statements of Cash Flows - Three months ended
                 March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . .. . . . . . . .  5

              Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . .  6


        Item 2 - Management's Discussion and Analysis of Financial Condition
          and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


Part II - Other Information

        1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

        2.  Changes in Securities and Use of Proceeds  . . . . . . . . . . . . . . . . . . . .  14

        3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . None

        4.  Submission of Matters to a Vote of Security Holders  . . . . . . . . . . . . . . .None

        5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

        6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . .  14


Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>

<PAGE>

FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                 March 31,        December 31,
                                                                                    2000               1999
                                                                              --------------       ------------
                                                                                  (Unaudited)
<S>                                                                           <C>                  <C>
ASSETS
   Cash and due from banks                                                    $    4,953,860       $  12,800,196
                                                                              --------------       -------------
                                              CASH AND CASH EQUIVALENTS            4,953,860          12,800,196
                                                                              --------------       -------------
   Securities:
     Available for sale securities:
       US Treasuries and other securities (amortized cost $28,471,809-2000        27,598,010          23,663,850
            and $24,491,689-1999)
       Mortgage-backed securities (amortized cost $20,605,085-2000
        and $19,279,026-1999)                                                     20,337,201          19,036,632
     Held to maturity securities:
       Mortgage-backed securities (market value $3,847,977-2000
        and $4,147,716-1999)                                                       3,871,085           4,188,851
                                                                              --------------       -------------
                                                       TOTAL SECURITIES           51,806,296          46,889,333
                                                                              --------------       -------------

   Federal Home Loan Bank stock, at cost                                           2,100,000           2,100,000
   Federal Reserve Bank stock, at cost                                                81,850              81,850
   Loans Receivable:
     Real estate-residential mortgage                                            117,115,034         115,392,170
     Real estate-commercial mortgage                                              20,099,407          19,821,940
     Real estate-construction                                                      7,743,317           7,090,241
     Commercial                                                                    8,686,172           8,063,552
     Installment                                                                  34,541,912          33,114,855
     Other                                                                           170,263             123,370
                                                                              --------------       -------------
                                                            TOTAL LOANS          188,356,105         183,606,128
     Net deferred loan origination costs                                           1,284,491           1,217,288
     Allowance for loan losses                                                      (961,211)         (1,014,522)
                                                                              --------------       --------------
                                                              NET LOANS          188,679,385         183,808,894
                                                                              --------------       -------------
   Deferred taxes                                                                    399,217             378,450
   Bank premises and equipment, net                                                2,938,479           3,017,976
   Accrued interest receivable                                                     1,537,080           1,455,363
   Other assets                                                                    5,347,719           5,441,728
                                                                              --------------       -------------

                                                           TOTAL ASSETS       $  257,843,886       $ 255,973,790
                                                                              ==============       =============

LIABILITIES
   Deposits:
     Noninterest bearing:
        Demand                                                                $   39,747,367       $  33,990,059
     Interest bearing:
        Savings                                                                   34,168,272          36,556,699
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                           <C>                  <C>
        Money market                                                              43,527,811          44,111,008
        Time certificates of deposit in denominations of $100,000 or more         17,085,651          16,802,864
        Other time certificates of deposit                                        68,663,220          65,772,152
                                                                              --------------       -------------
                                                         TOTAL DEPOSITS          203,192,321         197,232,782
                                                                              --------------       -------------

   Federal Home Loan Bank advances                                                37,165,000          41,730,000
   Collateralized borrowings                                                         899,204             830,227
   Accrued expenses and other liabilities                                          1,209,877           1,254,572
                                                                              --------------       -------------
                                                      TOTAL LIABILITIES          242,466,402         241,047,581
                                                                              --------------       -------------
   Commitments & Contingencies                                                            --                  --

SHAREHOLDERS' EQUITY
   Preferred stock $.00001 par value;  1,000,000  shares  authorized,  no shares
   outstanding Common stock $.01 par value
     Authorized - 5,000,000 shares
     2000 - Issued - 1,597,348 shares, outstanding - 1,514,931 shares
     1999 - Issued - 1,567,353 shares, outstanding - 1,484,934 shares                 15,973              15,674
   Capital surplus                                                                11,150,626          10,933,465
   Retained earnings                                                               5,608,943           5,324,445
   Less: Treasury stock at cost-82,419 shares                                       (701,061)           (701,061)
   Accumulated other comprehensive income-net unrealized loss
     on available for sale securities (net of taxes)                                (696,997)           (646,314)
                                                                              ----------------   ---------------
                                             TOTAL SHAREHOLDERS' EQUITY           15,377,484          14,926,209
                                                                              ---------------      -------------
                             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  257,843,886       $ 255,973,790
                                                                              ===============      =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       1
<PAGE>

FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31, (Unaudited)
<TABLE>
<CAPTION>
                                                                                         2000               1999
                                                                              ----------------     -------------
<S>                                                                           <C>                  <C>
INTEREST AND DIVIDEND INCOME
   Interest and fees on loans                                                 $      3,578,171     $   2,892,063

   Interest and dividends on securities:
      Mortgage-backed                                                                  364,628           416,663
      US Treasury and other                                                            449,528           369,485
   Deposits with banks                                                                      97                 9
   Other interest income                                                                    --            11,594
                                                                              ----------------     -------------
                                                  TOTAL INTEREST INCOME              4,392,424         3,689,814
                                                                              ----------------     -------------

INTEREST EXPENSE
   Interest on deposits:
      Savings                                                                          126,316           126,229
      Money market                                                                     394,236           366,009
      Time certificates of deposit in denominations of $100,000 or more                167,775           145,889
      Other time certificates of deposit                                               922,023           900,846
                                                                              ----------------     -------------
                                             TOTAL INTEREST ON DEPOSITS              1,610,350         1,538,973
   Interest on Federal Home Loan Bank advances                                         543,181           113,106
   Interest on borrowed money                                                               --               618
                                                                              ----------------     -------------
                                                 TOTAL INTEREST EXPENSE              2,153,531         1,652,697
                                                                              ----------------     -------------
                                                    NET INTEREST INCOME              2,238,893         2,037,117
PROVISION FOR LOAN LOSSES                                                               45,000            30,000
                                                                              ----------------     -------------
                                              NET INTEREST INCOME AFTER
                                              PROVISION FOR LOAN LOSSES              2,193,893         2,007,117
                                                                              ----------------     -------------
NONINTEREST INCOME
   Banking service charges and fees                                                    141,665           115,291
   Trust                                                                               210,000           178,500
   Other                                                                                88,036            80,775
                                                                              ----------------     -------------
                                               TOTAL NONINTEREST INCOME                439,701           374,566
                                                                              ----------------     -------------
NONINTEREST EXPENSE
   Salaries                                                                            762,398           644,858
   Employee benefits                                                                   231,848           169,909
   Net occupancy                                                                       116,500           121,528
   Equipment                                                                           114,510            97,206
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                           <C>                  <C>
   Legal fees                                                                           65,384            25,890
   Directors fees                                                                       35,704            37,750
   Computer services                                                                   199,246           192,041
   Supplies                                                                             45,096            55,154
   Commissions, services and fees                                                       77,374            53,068
   Postage                                                                              25,832            28,418
   Advertising                                                                          38,225            47,042
   Other                                                                               262,404           286,059
                                                                              ----------------     -------------
                                             TOTAL NONINTEREST EXPENSES              1,974,521         1,758,923
                                                                              ----------------     -------------

                                             INCOME BEFORE INCOME TAXES                659,073           622,760
PROVISION FOR INCOME TAXES                                                             223,081           193,844
                                                                              ----------------     -------------
                                                             NET INCOME       $        435,992     $     428,916
                                                                              ----------------     -------------

INCOME PER SHARE
                                             BASIC NET INCOME PER SHARE       $           0.29     $        0.29
                                                                              ================     =============
                                           DILUTED NET INCOME PER SHARE       $           0.28     $        0.28
                                                                              ================     =============


   Dividends Per Share                                                        $            .10     $         .10
                                                                              ================     =============
</TABLE>


See Notes to Consolidated Financial Statements.

                                       2
<PAGE>



FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended March 31, (Unaudited)
<TABLE>
<CAPTION>
                                                                                    2000               1999
                                                                              -----------------------------------
<S>                                                                           <C>                  <C>
Net income                                                                    $        435,992     $     428,916
Unrealized holding losses on securities:
       Unrealized holding losses arising during the period, net of taxes               (50,683)          (94,336)
                                                                              ----------------     --------------

Comprehensive income                                                          $        385,309     $     334,580
                                                                              ================     =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended March 31, (Unaudited)                                       2000               1999
                                                                            ----------        -----------
<S>                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                $    435,992       $    428,916
Adjustments to reconcile net income to net cash
  provided by operating activities:
       Amortization and accretion of premiums and discounts
          on investment securities, net                                        (15,399)            20,401
       Provision for loan losses                                                45,000             30,000
       Depreciation and amortization                                            92,350             93,376
       Loans originated for sale                                                    --           (542,550)
       Proceeds from sales of loans held for sale                                   --            922,150
       Gain on disposals of bank premises and equipment                             --               (105)
       Increase in accrued interest receivable                                 (81,717)           (63,145)
       Decrease (increase) in other assets                                     140,382           (102,807)
       (Increase) in deferred loan origination costs                           (67,203)          (109,145)
       (Decrease) increase in accrued expenses and other liabilities           (47,695)            67,886
                                                                          ------------       ------------

           Net cash provided by operating activities                           501,710            744,977
                                                                          ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Available for sale mortgage-backed securities:
       Proceeds from maturities and principal payments                         837,480          2,514,241
       Purchases                                                            (2,143,399)                --
Available for sale US Treasury and other investment securities:
       Purchases                                                            (3,978,549)        (6,000,000)
Held to maturity mortgage-backed securities:
       Proceeds from maturities and principal payments                         311,455            820,549
Purchase of Federal Home Loan Bank Stock                                            --            (54,000)
Net increase in loans                                                       (4,848,288)        (5,598,086)
Purchase of bank premises and equipment                                        (12,853)          (210,046)
Proceeds form sale of bank premises and equipment                                   --                105
Increase in cash surrender value of life insurance                             (46,375)                --
                                                                          ------------       ------------

       Net cash used in investing activities                                (9,880,529)        (8,527,237)
                                                                          ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in savings, money market and demand deposits                    2,785,684          1,829,304
Net increase (decrease) in certificates of deposit                           3,173,855         (5,378,151)
Net (decrease) increase in borrowings under Federal Home Loan
  Bank advances                                                             (4,565,000)         7,700,000
Net increase in collateralized borrowings                                       68,977                200
Proceeds from exercise of stock options                                        217,460            118,206
Dividends paid on common stock                                                (148,493)          (141,206)
                                                                          ------------       ------------
</TABLE>
<TABLE>
<CAPTION>
<S>                                                                       <C>                <C>


       Net cash provided by financing activities                             1,532,483          4,128,353
                                                                          ------------       ------------

       Net decrease in cash and cash equivalents                            (7,846,336)        (3,653,907)

CASH AND CASH EQUIVALENTS, at beginning of period                           12,800,196          8,756,166
                                                                          ------------       ------------

CASH AND CASH EQUIVALENTS, at end of period                               $  4,953,860       $  5,102,259
                                                                          ============       ============

SUPPLEMENTAL INFORMATION

Cash paid during the period for:
       Interest on deposits and borrowings                                $  2,120,437       $  1,617,111
                                                                          ============       ============
       Income taxes                                                       $     46,952       $     67,628
                                                                          ============       ============
</TABLE>


See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

FIRST LITCHFIELD FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The  consolidated  balance  sheet at December 31, 1999 has been derived from
    the audited  financial  statements at that date, but does not include all of
    the  information  and footnotes  required by generally  accepted  accounting
    principles for complete financial statements.

2.  The accompanying  unaudited  consolidated  financial  statements and related
    notes  have been  prepared  pursuant  to the rules  and  regulations  of the
    Securities and Exchange  Commission.  Accordingly,  certain  information and
    footnote  disclosures  normally included in financial statements prepared in
    accordance with generally accepted  accounting  principles have been omitted
    pursuant  to  such  rules  and  regulations.   The  accompanying   financial
    statements and related notes should be read in conjunction  with the audited
    financial  statements  of the Company and notes  thereto for the fiscal year
    ended December 31, 1999.

    These  financial  statements  reflect,  in the  opinion of  Management,  all
    adjustments,  consisting of only normal recurring adjustments, necessary for
    a fair presentation of the Company's  financial  position and the results of
    its operations and its cash flows for the periods presented.  The results of
    operations  for the three  months  ended March 31, 2000 are not  necessarily
    indicative  of the results of  operations  that may be  expected  for all of
    2000.

3.  The Company is required to present basic income per share and diluted income
    per share in its  statements  of income.  Basic income per share amounts are
    computed by dividing  net income by the  weighted  average  number of common
    shares  outstanding.  Diluted  income  per  share  assumes  exercise  of all
    potential  common stock in weighted average shares  outstanding,  unless the
    effect  is  antidilutive.   The  Company  is  also  required  to  provide  a
    reconciliation  of the numerator and denominator  used in the computation of
    both basic and diluted income per share.

    The following is information  about the  computation of net income per share
    for the  three  month  periods  ended  March  31,  2000 and  1999.  The 1999
    information  has been  restated  to give  retroactive  effect  to all  stock
    dividends and stock splits for the periods presented.

    For the Three Months Ended March 31, 2000
 <TABLE>
<CAPTION>
                                                          Net                                     Per Share
                                                          Income                 Shares              Amount
                                                          ------                 ------              ------
<S>                                                       <C>                  <C>                   <C>
    Basic Net Income Per Share
      Income available to common shareholders             $435,992             1,498,155             $   .29
                                                          --------             ---------             -------

    Effect of Dilutive Securities
      Options Outstanding                                       --                50,094

    Diluted Net Income Per Share
      Income available to common shareholders
      plus assumed conversions                            $435,992             1,538,249             $   .28
                                                          ========             =========             =======
</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>
<S>                                                       <C>                  <C>                   <C>
    For the Three Months Ended March 31, 1999
                                                              Net                                  Per Share
                                                             Income               Shares             Amount
                                                             ------               ------             ------
    Basic Net Income Per Share
      Income available to common shareholders              $428,916             1,480,794            $   .29
                                                           --------             ---------             ------

    Effect of Dilutive Securities
      Options Outstanding                                        --                63,924

    Diluted Net Income Per Share
      Income available to common shareholders
      plus assumed conversions                             $428,916             1,544,718            $   .28
                                                           ========             ==========           =======
</TABLE>
                                        6
<PAGE>



4.   Other  comprehensive  income,  which is  comprised  solely of the change in
     unrealized  gains  and  losses  on  available  for sale  securities,  is as
     follows:
<TABLE>
<CAPTION>

                                                                                                Three Months Ended
                                                                                                  March 31, 2000
                                                                              --------------------------------------------------
                                                                              Before-Tax         Tax (Expense)       Net-of-Tax
                                                                                Amount              Benefit            Amount
                                                                                ------              -------            ------
<S>                                                                              <C>                <C>                <C>
Unrealized holding losses arising during the period                             $(71,450)          $ 20,767           $(50,683)
Less: reclassification adjustment for amounts recognized in net income                --                 --                  --
                                                                                --------           --------            --------

Unrealized holding loss on available for sale securities, net of taxes          $(71,450)          $ 20,767           $(50,683)
                                                                                 ========          ========           ========

<CAPTION>
                                                                                                  March 31, 1999
                                                                              --------------------------------------------------
                                                                              Before-Tax         Tax (Expense)       Net-of-Tax
                                                                                Amount              Benefit            Amount
                                                                                ------              -------            ------
<S>                                                                              <C>                <C>                <C>

Unrealized holding losses arising during the period                             $(158,168)         $  63,832          $ (94,336)
Less: reclassification adjustment for amounts recognized in net income                 --                 --                 --
                                                                                ---------          ---------          ---------


Unrealized holding loss on available for sale securities, net of taxes          $(158,168)         $  63,832          $ (94,336)
                                                                                =========          =========          =========
</TABLE>

                                       7
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

First Litchfield Financial Corp (the "Company") a Delaware corporation formed in
1988, is the one-bank  holding company for The First National Bank of Litchfield
(the  "Bank"),  a national  bank  supervised  and  examined by the Office of the
Comptroller of the Currency  (OCC.) The First National Bank of Litchfield is the
Company's  only  subsidiary  and  only  source  of  income.  The  Bank  has  one
subsidiary, Lincoln Corporation, which is a Connecticut corporation. The purpose
of  Lincoln  Corporation  is to hold  property  such as  real  estate,  personal
property,  securities, or other assets, acquired by the Bank through foreclosure
or  otherwise  to  compromise  a  doubtful  claim or  collect a debt  previously
contracted.

Both the Company and the Bank are headquartered in Litchfield, CT. The Bank is a
full-service  commercial bank serving both individuals and businesses  generally
within Litchfield County Connecticut. Deposits are insured up to specific limits
of the Federal Deposit Insurance Act by the Bank Insurance Fund (BIF),  which is
administered  by the Federal Deposit  Insurance  Corporation  (the "FDIC").  The
Bank's lending  activities  include loans secured by residential  and commercial
mortgages.  Other  loan  products  include  consumer  and  business  installment
lending,  as well as other  secured  and  nonsecured  lending.  The Bank has six
banking  locations located in the towns of Torrington,  Litchfield,  Washington,
Marble Dale, Goshen and Roxbury, Connecticut. In 1975 the Bank was granted Trust
powers by the OCC.  The Bank's Trust  Department  provides  trust and  fiduciary
services to individuals, nonprofit organizations and commercial customers.

As of March  31,  2000 the  Company  has  assets of  $257,843,886,  which was an
increase  of $1.9  million or .7% from  year-end  1999  assets of  $255,973,790.
Although the overall increase of assets appears minimal, growth in both the loan
and securities portfolios was offset by a decrease in cash and cash equivalents.

The following  discussion and analysis of the Company's  consolidated  financial
condition  and  results of  operations  should be read in  conjunction  with the
consolidated financial statements and notes to the financial statements.

FINANCIAL CONDITION

Total assets as of March 31, 2000 were  $257,843,886,  an increase of $1,870,096
or .7% from year-end 1999 assets of $255,973,790.

Growth in assets was  experienced  in both the loan and  securities  portfolios.
Total  securities  as of March  31,  2000  aggregated  $51,806,296,  which is an
increase of  $4,916,963  or 10.5% from the year-end  1999 level.  First  quarter
purchases of US Government  Treasury securities and agency bonds were made in an
effort to improve  liquidity as well as to increase the yield on the  portfolio.
Net loans totaled  $188,679,385  as of March 31, 2000, an increase of $4,870,491
over the  balance at  December  31,  1999.  Growth was  experienced  in all loan
categories,  and the largest increase was in the residential mortgage portfolio,
which increased $1,722,864 from year-end 1999.  Installment loans,  particularly
indirect dealer financing of cars, recreational vehicles and boats, increased by
$1,427,057. Management considers the increased loan demand to be indicative of


                                       8
<PAGE>


the strong local economy as well as  competitively  priced loan products and the
Bank's reputation for excellent customer service.

Cash and cash  equivalents  decreased  by  $7,846,336  or 61.3% during the first
quarter of 2000. This decrease was the result of lower requirements for cash and
liquid funds after providing excess liquidity as part of the Bank's preparations
during the fourth quarter of 1999 regarding the Year 2000 issue.

Total  liabilities  were  $242,466,402  as of March 31, 2000,  which were nearly
unchanged from the December 31, 1999 level of $241,047,581.  However, during the
first quarter, the mix of the funding liabilities  changed.  Total deposits were
$203,192,321,  which was a $5,959,539 or a 3.0% increase over December 31, 1999.
Demand deposits totaled $39,747,367, an increase of $5,757,308 from December 31,
1999.  Management  attributes  the  increase of demand  deposits to the seasonal
fluctuations related to customer tax payments. Savings and Money Market deposits
decreased by a total of $2,971,624 or 3.6% over December 31, 1999.  This decline
was offset by an increase of $2,891,068 in Other Time  Certificates  of Deposit.
The relatively higher rates paid on short term certificates of deposit appear to
be causing a migration of funds from the savings and money market deposits.

Federal Home Loan Bank advances  decreased by $4,565,000 or 10.9% over the three
month period. Growth in deposits as well as the availability of funds not needed
for the Year 2000 issue combined to fund earning asset growth but also to reduce
Federal Home Bank advances.

RESULTS OF OPERATIONS

Summary

Net income for the Company for the first quarter of 2000 totaled $435,992. These
earnings  are similar to earnings  for the first  quarter of 1999 which  totaled
$428,916.  Basic and fully diluted net income per share for the first quarter of
2000 were $.29 and $.28 per share  respectively.  These  results were  unchanged
from those earned for the first quarter of 1999.

Net interest income

Net interest  income is comprised  of the  following  for the three months ended
March 31,

                                              2000                1999
                                          ---------           --------

Interest and dividend income             $4,392,424          $3,689,814
Tax-equivalent adjustments                   15,483               4,820
Interest expense                          2,153,531           1,652,697
                                          ---------           ---------

Net interest income                      $2,254,376          $2,041,937
                                         ==========          ==========

The following table presents the Company's average balance sheets (computed on a
daily basis), net interest income, and interest rates for the three months ended
March 31, 2000 and 1999.  Average loans outstanding  include  nonaccruing loans.
Interest income is presented on a tax-equivalent  basis which reflects a federal
tax rate of 34% for all periods presented.


                                       9
<PAGE>

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
<TABLE>
<CAPTION>

                                      Three months ended March 31, 2000              Three months ended March 31, 1999
                             ------------------------------------------------------------------------------------------
                                                 Interest                                      Interest
                                   Average        Earned/       Yield/             Average      Earned/          Yield/
                                   Balance         Paid          Rate              Balance       Paid             Rate
                             ------------------------------------------------------------------------------------------
<S>                               <C>              <C>           <C>            <C>            <C>                <C>
Assets
Interest Earning Assets:
Loans                             $185,654,000     $3,593,654    7.74%          $154,399,000   $2,896,883         7.50%
Investment Securities               51,755,000        814,156    6.29%            52,236,000      786,148         6.02%
Other interest earning assets           30,000             97    1.29%               999,000       11,603         4.65%
                                  ------------     ----------                   ------------  -----------

Total interest earning assets      237,439,000      4,407,907    7.43%           207,634,000    3,694,634         7.12%

Allowance for loan losses             (999,000)                                   (1,026,000)
Cash and due from banks              6,100,000                                     5,264,000
Bank premises and equipment          2,989,000                                     2,212,000
Net unrealized gain/loss on
  securities                          (848,000)                                     (117,000)
Other assets                         7,182,000                                     2,779,000
                                   -----------                                  ------------

Total Average Assets              $251,863,000                                  $216,746,000
                                  ============                                  ============


Liabilities and Shareholder's Equity
Interest Bearing Liabilities:
Savings deposits                   $35,636,000      $ 126,316    1.42%           $34,972,000    $ 126,229        1.44%
Money Market deposits               45,409,000        394,236    3.47%            44,942,000      366,009        3.26%
Time deposits                       84,684,000      1,089,798    5.15%            83,727,000    1,046,735        5.00%
Borrowed funds                      36,242,000        543,181    6.00%             8,593,000      113,724        5.29%
                                   -----------     ----------                   ------------    ---------

Total interest bearing liabilities 201,971,000      2,153,531    4.27%           172,234,000    1,652,697        3.84%

Demand deposits                     33,630,000                                    29,688,000
Other liabilities                    1,084,000                                       309,000
Shareholders' Equity                15,178,000                                    14,515,000
                                   -----------                                   -----------

Total liabilities and equity      $251,863,000                                  $216,746,000
                                  ============                                  ============

Net interest income                                $2,254,376                                  $2,041,937
                                                   ==========                                ============
Net interest spread                                              3.16%                                           3.28%
Net interest margin                                              3.80%                                           3.93%

RATE/VOLUME ANALYSIS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                      3/31/00 Compared to 3/31/99
                                                                      Increase (Decrease) Due to
                                              -------------------------------------------------------------------------
                                                     Volume                          Rate                       Total
                                                     ------                          ----                       -----
<S>                                                  <C>                             <C>                       <C>
Interest earned on:
Loans                                                $602,480                        $94,291                   $696,771
Investment securities                                  (7,294)                        35,302                     28,008
Other interest income                                  (6,598)                        (4,908)                   (11,506)
                                                     --------                        -------                    -------
Total interest earning assets                         588,588                        124,685                    713,273

Interest paid on:
Deposits                                               19,818                         51,559                     71,377
Borrowed money                                        412,477                         16,980                    429,457
                                                     --------                        -------                   --------
Total interest bearing liabilities                    432,295                         68,539                    500,834

Increase in net interest income                      $156,293                        $56,146                   $212,439
                                                     ========                        =======                   ========
</TABLE>

Of the  $212,439  increase in the net  interest  income,  an increase of $56,146
resulted  from  increases  in interest  rates  earned or paid during 2000 and an
increase  of  $156,293  is  attributed  to  increases  in the  volume of average
interest earning assets and interest bearing liabilities.

                                       10
<PAGE>


Net interest  income is the single  largest  source of the Company's net income.
Net interest income is defined as the difference  between  interest and dividend
income from earning  assets,  primarily  loans and  investment  securities,  and
interest expense on deposits and borrowed money.  Interest income is the product
of the average balances  outstanding on loans,  securities and  interest-bearing
deposit  accounts  multiplied by their  effective  yields.  Interest  expense is
similarly  calculated as the result of the average balances of  interest-bearing
deposits and borrowed funds multiplied by the average rates paid on those funds.
Other  components  of  operating  income  are the  provision  for  loan  losses,
noninterest income such as service charges and trust fees,  noninterest expenses
and income taxes.

Tax-equivalent  net  interest  income for the first  quarter  of 2000  increased
$212,439 or 10.4% from 1999 first quarter results.  The increase in net interest
income  is due  primarily  to the  higher  levels  of  earning  assets  over the
comparable quarter in 1999. Average earning assets for the first quarter of 2000
totaled $237,439,000,  an increase of $29,805,000 from average earning assets of
$207,634,000  for the quarter ended March 31, 1999.  The effect of the increased
level of earning  assets  offset the  negative  effect of the lower net interest
margin (net interest  income divided by average earning assets) during the first
quarter of 2000.  The net  interest  margin  was 3.80% for the first  quarter of
2000,  down 13 basis points from the 3.93% earned during the comparable  quarter
in 1999.  The yield on  earning  assets  increased  by 31 basis  points due to a
higher  interest  rate  environment.  Conversely,  costs to fund earning  assets
increased  43 basis  points due also to the effect of the higher  interest  rate
environment as well as to intense rate competition for deposits.

Provision for Loan Losses

The provision for loan losses for the first quarter of the year totaled $45,000,
an increase of $15,000 from the first quarter of 1999.  Management increased the
loan loss provision primarily in response to the sustained growth experienced in
the loan  portfolio.  The provision for loan losses is determined  quarterly and
assessed along with the adequacy of the loan loss reserve.

During the first quarter of 2000 the Company recorded net charge-offs of $98,311
compared to first  quarter  1999 net  charge-offs  of $672.  First  quarter 2000
charge-offs  included  writedowns and losses related  primarily to the growth in
the consumer loan portfolio.

Noninterest Income

Noninterest  income for the first quarter of 2000 totaled $439,701,  an increase
of $65,135 or 17% from first quarter 1999 noninterest  income of $374,566.  This
increase is  attributed  to  increased  income  from trust fees which  increased
$31,500 from the first quarter of 1999. This increase is due to higher levels of
trust assets as well as the imposition of fee increases  effective in 2000. Also
contributing to the increase in noninterest  income is the increase in fees from
service charges on deposit accounts.  Growth in this area resulted from both ATM
fees and higher levels of MasterMoney debit card usage.

                                       11
<PAGE>

Noninterest Expense

First quarter 2000 noninterest expense totaled $1,974,521,  an increase of 12.2%
or $215,598 from the first quarter of 1999.  Salary and benefits costs increased
due to additions to staff, primarily in the Loan Department.  Growth in benefits
costs are also due to  increases  in group  insurance  premiums  relating to new
staff.

Legal fees for the first quarter totaled $65,384,  which have increased  $39,494
from the first  quarter of 1999.  Corporate  activity  related to the  Company's
registration  and  filings  with the  Securities  and  Exchange  Commission  and
increased  legal  services  provided  within the trust function have caused this
increase.  Also  contributing  to the  increase in  noninterest  expense was the
increase in commissions and consulting expenses. Cost incurred for profitability
studies,  compliance issues and loan review analyses during the first quarter of
2000 have caused this increase.

Income Taxes

The first quarter 2000 provision for income taxes totaled $223,081,  an increase
of $29,237 from the same period in 1999.  There are two factors  contributing to
this  increase:  a higher  level of taxable  income in 2000,  and the lower than
normal  1999  taxes  resulting  from an  investment  tax  credit  related to the
renovation of the building housing the Bank's executive offices. This tax credit
reduced income tax expense for 1999.

LIQUIDITY

Management's  objective  is to ensure  continuous  ability to meet cash needs as
they arise.  Such needs may occur from time to time as a result of  fluctuations
in loan  demand  and the level of total  deposits.  Accordingly,  the Bank has a
liquidity  policy that provides  flexibility  to meet cash needs.  The liquidity
objective is achieved through the maintenance of readily  marketable  investment
securities as well as a balanced flow of asset maturities and prudent pricing on
loan and deposit products.

The Bank is a member of the Federal Home Loan Bank system which provides  credit
to its  member  banks.  This  enhances  the  liquidity  position  of the Bank by
providing a source of  available  overnight  as well as  short-term  borrowings.
Additionally,  federal  funds and the sale of  mortgage  loans in the  secondary
market are available to fund short term cash needs.

As of March 31, 2000 the Company had $24,858,781 in loan  commitments and credit
lines  outstanding.  Since some commitments are expected to expire without being
drawn upon, the total commitment amount therefore does not necessarily represent
all future cash  requirements.  The funding of these commitments are anticipated
to  be  through  deposits,  loan  and  security  amortizations  and  maturities.
Management is confident  that the Company has  sufficient  liquidity to meet its
present and foreseeable needs.

CAPITAL

At March 31,  2000,  total  shareholders'  equity was  $15,377,484  compared  to
$14,926,209  at December 31, 1999.  From a regulatory  perspective,  the capital
ratios of the Company  and the Bank place each entity in the  "well-capitalized"
categories  under  applicable  regulations.  The various  capital  ratios of the
Company and the Bank are as follows as of March 31, 2000.

                                       12

<PAGE>
                                           Minimum
                                        Regulatory
                                    Capital Levels   The Company     The Bank
                                    --------------   -----------     --------
TIER 1:
  Leverage capital ratio                        4%         6.34%        6.31%

  Risk-based capital ratio                      4%         9.88%        9.84%

  Total risk-based capital ratio                8%        10.47%       10.43%


ALLOWANCE FOR LOAN LOSSES

Changes in the  allowance  for loan losses for the periods  ended March 31, 2000
and 1999 are as shown below:

For the three months ended March 31,            2000                    1999
                                          ----------------           ----------


Balance at beginning of the year                $1,014,522           $1,013,949
Provision for loan losses                           45,000               30,000
Loans charged off                                 (108,559)              (1,469)
Recoveries of loans previously charged off          10,248                  797
                                          ----------------            ---------

Balance at end of period                  $        961,211           $1,043,277
                                          ================           ==========


The following table  summarizes the Bank's OREO, past due and nonaccrual  loans,
and nonperforming assets as of March 31, 2000 and December 31, 1999.

                                           March 31, 2000     December 31, 1999
                                           --------------     -----------------

Nonaccrual loans                            $   1,134,032       $     1,394,305

Other real estate owned                                --                    --
                                            -------------       ---------------

Total nonperforming assets                  $   1,134,032       $     1,394,305
                                            =============       ===============

Loans past due in excess of 90 days and
  accruing interest                         $          --       $        33,441
                                            =============       ===============

Potential Problem Loans

As of March 31, 2000, there were no potential  problem loans not disclosed above
which  cause  management  to  have  serious  doubts  as to the  ability  of such
borrowers to comply with their present loan repayment terms.

FORWARD-LOOKING STATEMENTS

This Quarterly Report and future filings made by the Company with the Securities
and Exchange  Commission,  as well as other filings,  reports and press releases

<PAGE>

made or  issued  by the  Company  and the  Bank,  and  oral  statements  made by
executive  officers  of  the  Company  and  Bank,  may  include  forward-looking
statements  relating  to  such  matters  as (a)  assumptions  concerning  future
economic and business  conditions and their effect on the economy in general and
on the  markets  in  which  the  Company  and  the  Bank  do  business,  and (b)
expectations  for  increased  revenues  and  earnings  for the  Company and Bank
through growth resulting from acquisitions,  attractions of new deposit and loan
customers   and  the   introduction   of  new   products  and   services.   Such
forward-looking  statements are based on assumptions  rather than  historical or
current facts and, therefore,  are inherently uncertain and subject to risk. For
those  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.


                                       13
<PAGE>
The Company  notes that a variety of factors  could cause the actual  results or
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations described or implied by such forward-looking  statements. The risks
and uncertainties that may affect the operations,  performance,  development and
results of the Company's and Bank's business include the following: (a) the risk
of adverse changes in business  conditions in the banking industry generally and
in the  specific  markets  in  which  the  Bank  operates:  (b)  changes  in the
legislative and regulatory  environment  that negatively  impact the Company and
Bank through increased operating expenses;  (c) increased competition from other
financial  and  nonfinancial  institutions;  (d)  the  impact  of  technological
advances;  and (e)  other  risks  detailed  from  time to time in the  Company's
filings with the Securities and Exchange Commission. The Company and Bank do not
undertake  any  obligation  to update or revise any  forward-looking  statements
subsequent to the date on which they are made.


PART II
OTHER INFORMATION

Item 1.  Legal Proceedings

         Neither  the Company or the Bank are  involved in any pending  material
legal proceedings other than routine legal proceedings occurring in the ordinary
course of business.  Such  routine  legal  proceedings,  in the  aggregate,  are
believed by management to be immaterial to the Company's  financial condition or
results of operations.

         The First National Bank of Litchfield,  the Company's  subsidiary,  was
sued in the Superior Court in  Litchfield,  Connecticut in a civil action No. CV
98-0077737-S1 served on August 31, 1998 in a matter captioned Russell B. Rhea v.
The First  National  Bank of  Litchfield.  The matter was concluded in February,
2000 when the  parties  agreed to settle the  lawsuit  for  $10,000  without any
admission  of wrong doing or  liability on the part of the Bank or its agents or
employees.

         The suit alleged that the Chief  Financial  Officer ("CFO") of American
Boot Company,  of which  Plaintiff was the Chief Executive  Officer,  forged the
signature of Russell B. Rhea to the  signature  card  account,  which  allegedly
violated  a Bank  policy  that  there  must  be a  witness  for  each of the two
individuals  signing the account card. The Plaintiff alleged the following:  The
CFO of American Boot Company  deposited a personal  check drawn on an account at
another  financial  institution,  in the CFO's name,  which account it was later
learned had  previously  been closed.  The Bank then allowed the CFO of American
Boot  Company to  withdraw  the funds  prior to the check  being  paid,  thereby
creating  an  overdraft  in  the  American  Boot  Company  account.  Thereafter,
unbeknownst to the Plaintiff, the CFO of American Boot Company forged Mr. Rhea's
name to a wire transfer  order in the amount of $91,000,  which allowed that sum
to be returned  to the other  financial  institution  which had  credited  First
National  Bank of  Litchfield  with the  amount of the bad check  because it had
failed to give a timely  notice of  dishonor  as  required  by  Federal  Reserve
Regulations.  That Plaintiff  claims that the wire caused a loss to the American
Boot Company. Plaintiff claims that as a result of the Bank's alleged negligence
and failure to follow its policies,  his investment in American Boot Company was
lost.

         In suing The First National Bank of Litchfield,  Plaintiff alleged that
The First  National Bank of Litchfield  failed to follow its policy and that The
First National Bank of Litchfield  owed a duty to Plaintiff Rhea, to investigate
the transactions of the CFO of American Boot Company and protect  Plaintiff Rhea
from the alleged  fraudulent actions of the CFO of American Boot Company through

<PAGE>

American Boot Company's  accounts at The First National Bank of Litchfield.  The
plaintiff  claimed  damages,  including but not limited to, the loss in value of
his investment in American Boot Company;  interest;  costs and attorney fees and
such other relief as the court deemed equitable.

Item 2.  Changes in Securities and Use of Proceeds

         In February  2000,  the Company issued 29,997 shares of common stock to
the  Company's  President  and Chief  Executive  Officer,  Jerome  J.  Whalen in
exchange for an aggregate consideration of $162,283.77 ($5.41/share). The shares
were issued to Mr. Whalen pursuant to his exercise of options in connection with
the 1990 Stock  Option  Plan for the  Company's  President  and Chief  Executive
Officer, as amended.

         The transaction was exempt from  registration  under the Securities Act
of 1933, as amended,  pursuant to Section  4(2),  as it was a transaction  by an
issuer not involving any public offering.

Item 3.  Defaults Upon Senior Securities - Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders - Not applicable

Item 5.  Other Information

         On May 3, 2000,  the Company  filed a  Registration  Statement  on Form
S-8/S-3 with the SEC (Registration No.  333-36194).  The Registration  Statement
contains two parts.  The first part  contains a prospectus  pursuant to Form S-3
(in  accordance  with Section C of the General  Instructions  to Form S-8) which
covers reoffers and resales by affiliates and  non-affiliates  of the Company of
shares of common stock of the Company which have been previously  issued or will
be issued by the  Registrant  pursuant  to the 1990  Stock  Option  Plan for the
Company's  President and Chief Executive Officer,  as amended and the 1994 Stock
Option  Plan for  Officers  and  Outside  Directors.  The second  part  contains
Information  Required in the Registration  Statement pursuant to Part II of Form
S-8.


         The aggregate  amount of securities  registered  under the Registration
Statement is 145,305 shares of common stock:  43,287 shares have previously been
issued by the Company  pursuant to two of the Company's  stock option plans (the
"1990 Stock Option Plan for the Company's President and Chief Executive Officer,
as amended" and the "1994 Stock Option Plan for Officers and Outside Directors")
and  102,018  shares  which  may  be  issued  by  the  Company  pursuant  to the
Registrant's 1994 Stock Option Plan for Officers and Outside Directors.

Item 6.  Exhibits and Reports on Form 8-K

         a. Exhibits - Exhibit 27. Financial Data Schedule

         b. The  Company  did not file any  reports on Form 8-K during the first
            quarter ended March 31, 2000

                                       14
<PAGE>





Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:   May 15, 2000                   FIRST LITCHFIELD FINANCIAL CORPORATION



                                        By:  /s/ Jerome J. Whalen
                                             --------------------------------
                                             Jerome J. Whalen, President and
                                             Chief Executive Officer


Dated:   May 15, 2000                   By:  /s/ Carroll A. Pereira
                                             ---------------------------------
                                             Carroll A. Pereira,
                                             Chief Financial Officer

                                       15