<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20429

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

                                  FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,1998

                           Commission File No. 0-16018
                             ABINGTON BANCORP, INC.
                             ----------------------
             (Exact name of Registrant as specified in its charter)


            MASSACHUSETTS                                     04-3334127
-------------------------------                             -------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

536 WASHINGTON STREET, ABINGTON, MASSACHUSETTS                    02351    
----------------------------------------------                 ------------
   (Address of Principal Executive Offices)                     (Zip Code)

                                 (617) 982-3200
                        --------------------------------
              (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:  None
Securities registered under Section 12(g) of the Act:
Title of Class:  Common Stock, par value $0.10 per share

Indicate by check mark whether the Registrant (together with its predecessor in
interest) (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 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
[ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment of this Form 10-K . [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing sales price for the Registrant's Common Stock
on March 5, 1999, as reported by the Nasdaq Stock Market, was $45,880,000.

The number of shares outstanding of the Registrant's Common Stock as of March 5,
1999: 3,347,300 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

Information required by Part II (Items 6, 7 and 8) of this Form is incorporated
by reference herein from the Registrant's Annual Report to Stockholders for the
year ended December 31, 1998 (the "Annual Report").

Information required by Part III (Items 10, 11 and 12) of this Form is
incorporated by reference herein from the Registrant's definitive proxy
statement (the "Proxy Statement") relating to the 1999 Annual Meeting of
Stockholders of the Registrant.

<PAGE>


When used in this Report, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project,"
"believe" or similar expressions are intended to identify "forward-looking
statements" within the meanings of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company wishes to
caution readers that all forward-looking statements are necessarily speculative
and not to place undue reliance on any such forward-looking statements, which
speak only as of the date made, and to advise readers that various risks and
uncertainties, including regional and national economic conditions, changes in
the real estate market, changes in levels of market interest rates, credit risks
of lending activities, competitive and regulatory factors, and the so-called
Year 2000 issue, could affect the Company's financial performance and could
cause the Company's actual results for future periods to differ materially from
those anticipated or projected.


                                       2

<PAGE>

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Abington Bancorp, Inc. (the "Company") is a one-bank holding company which
owns all of the outstanding capital stock of Abington Savings Bank ("the Bank").
Abington Bancorp, Inc. was reestablished as the Bank's holding company on
January 31, 1997. Previously, the Company's predecessor, also known as Abington
Bancorp, Inc. had served as the Bank's holding company from February 1988 until
its dissolution in December 1992. The Company's primary business is serving as
the holding company of the Bank.

     The Bank operated as a Massachusetts-chartered mutual savings bank from its
incorporation in 1853 until June 1986 when the Bank converted from mutual to
stock form of ownership. From June 1986 to the present, the Bank has operated as
a stock-owned savings Bank.

     In May 1998, the Company formed a Delaware business trust, Abington Bancorp
Capital Trust (the "Trust"). All of the common securities of this special
purpose Trust are owned by the Company. The Trust exists solely to issue capital
securities for financial reporting purposes, the Trust is reported as a
subsidiary and is consolidated into the financial statements of Abington
Bancorp, Inc. and subsidiaries. The capital securities are presented as a
separate line item on the consolidated balance sheet as a guaranteed preferred
beneficial interest in the Company's Junior Subordinated Debentures ("Trust
Preferred Securities"). The Trust has issued Trust Preferred Securities and has
invested the net proceeds in Junior Subordinated Deferrable interest debentures
("Subordinated Debentures") issued to the Trust by the Company. These
Subordinated Debentures are the sole assets of the Trust.

     The Bank presently has three wholly-owned subsidiaries: Holt Park Place
Development Corporation and Norroway Pond Development Corporation, which own
properties being marketed for sale, and Abington Securities Corporation, which
invests primarily in United States Government obligations and obligations of
related agencies and equity securities. ABBK Corporation, which had previously
invested in real estate development limited partnerships engaged in qualified
housing projects, was dissolved in January 1997.

     The Company is engaged principally in the business of attracting deposits
from the general public, borrowing funds and investing those deposits and funds.
In its investments, the Company has emphasized various types of residential and
commercial real estate loans, residential construction loans, consumer loans,
and investments in securities. The Company considers its principal market area
to be Plymouth County, Massachusetts; primarily Abington, Cohasset, Halifax,
Hanson, Holbrook, Hull, Kingston, Pembroke, Randolph and Whitman where it has
banking offices, and nearby Rockland, Duxbury, Scituate, Plympton, Brockton,
Hanover, East Bridgewater, Plymouth, Carver, Weymouth and Bridgewater.


                                       3

<PAGE>

     The Company has grown from $421.8 million in assets and $246.8 million in
deposits at December 31, 1994 to $591.2 million in assets and $364.0 million in
deposits at December 31, 1998. Deposits in the Company have been insured by the
Federal Deposit Insurance Corporation ("FDIC") since 1975. Deposits are insured
by the Bank Insurance Fund of the FDIC up to FDIC limits (generally $100,000 per
depositor) and by the Depositors Insurance Fund of the Mutual Savings Central
Fund, Inc. (the "Depositors Insurance Fund" or "Central Fund") for the portion
of deposits in excess of that insured by the FDIC.

     On June 3, 1994, the Company acquired Hull Co-Operative Bank ("Hull") by
merger. On June 26, 1995, the Company acquired the deposits and certain assets
and other liabilities of the Holbrook branch of The First National Bank of
Boston ("Holbrook"). Additionally, in August of 1997, the Company opened, in
Cohasset, the first of three planned de novo supermarket branches, with the
Randolph and Hanson branches opening in April and September, 1998, respectively.
These acquisitions and branch openings are consistent with the Company's ongoing
strategy of planned growth which will enable the Company to have a greater
regional presence.

MARKET AREA AND OFFICES

     The Company considers its primary service area to be Plymouth County,
Massachusetts; primarily the towns of Abington, Cohasset, Halifax, Hanson,
Holbrook, Hull, Kingston, Pembroke, Randolph and Whitman, where it has banking
offices, and nearby Rockland, Duxbury, Scituate, Plympton, Brockton, Hanover,
Bridgewater, Plymouth, Carver, Weymouth and Bridgewater. The Company has its
corporate headquarters in Abington, Massachusetts. The Company provides the full
range of its services at its offices. An Operations Center is also located in
Abington. The Company has an additional branch office at the Abington High
School which is open on a part-time basis.

LENDING ACTIVITIES

     GENERAL. Loans currently originated and purchased for the Company's own
portfolio primarily have terms to maturity or repricing of 15 years or less,
such as residential construction loans and adjustable-rate and fixed-rate
mortgages on owner-occupied residential property. See "Item 7 - Management's
Discussion and Analysis of Consolidated Financial Condition and Results of
Operations -- Liquidity and Capital Resources" for discussion of the Company's
asset-liability strategy. The Company also originates one-year and three-year
adjustable-rate mortgages on non-owner-occupied residential property as well as
commercial and commercial real estate loans. Prior to 1996, commercial,
commercial real estate or commercial construction lending had not been a primary
source of loan originations. The Company began to emphasize such lending in the
latter part of 1996. The Company does anticipate a continued emphasis in 1999
and beyond for this type of loan origination. The Company has stressed the
origination or purchase of shorter-term 15-year fixed rate or adjustable
residential mortgage loans or seasoned 30-year fixed rate residential mortgage
loans for its own portfolio in connection with the asset/liability management.
(See "Lending Activities-Residential and Commercial Construction and Commercial
Real Estate Loans.") At December 31, 1998, the Company's loan portfolio included
$208.9 million in fixed-rate mortgage loans of which $3.9 million were held for
sale.


                                       4

<PAGE>

     The Company's net loan portfolio, including loans held for sale, totaled
$360.7 million at December 31, 1998, representing approximately 61.0% of its
total assets. The majority of the Company's loans are secured by real estate and
are made within Plymouth County, although the Company also purchases loans in
other areas of the United States. Generally, loans purchased outside of
Massachusetts are well collateralized and reflect an adequate payment history.
Approximately 34.5% of the Company's total loan portfolio represent
owner-occupied first mortgages located outside of Massachusetts. The two states
(other than Massachusetts) in which the Company has its largest concentrations
of residential loans were California and Rhode Island in which there were
$33,000,000 and $18,000,000, of loans, respectively. No other states had a 5% or
greater concentration.

     The Company originated $30.1 million in commercial and commercial real
estate loans and $47.0 million in residential first mortgage loans during the
year ended December 31, 1998. Of the latter amount, loans aggregating $11.0
million were retained for the Company's own portfolio, of which approximately
$3.9 million were held for sale at December 31, 1998, and loans aggregating
$32.1 million were sold in the secondary market. As of December 31, 1998, loan
commitments to borrowers or potential borrowers of $25.3 million were
outstanding. These commitments included $2.6 million under existing construction
loans, $11.1 million in residential and commercial and commercial real estate
loans, $11.6 million under existing lines of credit (including home equity
loans). Additionally the Company had outstanding commitments to acquire
approximately $26.6 million of primarily 5 - and 7 - year adjustable residential
first mortgages.

     RESIDENTIAL LOANS. The Company currently sells in the secondary market most
first mortgage loans originated on owner-occupied residential property. The
Company generally sells loans it has originated to investors on a non-recourse
basis. Prior to 1996, the Company had generally retained the servicing rights on
sold loans. Currently, the Company typically sells the servicing rights along
with the loans. The Company currently receives annual loan servicing fees, where
servicing was retained, generally ranging from .25% to .425% of the principal
balance of the loans plus all late charges on previous loan sales (generally
before 1996) where servicing rights were retained. At December 31, 1998, the
Company's loan servicing portfolio amounted to $153.2 million.

     As of December 31, 1998, the outstanding balance of residential first
mortgage loans totaled $270.9 million or 73.8% of the gross loans in the
Company's loan portfolio. Residential first mortgage loans purchased or
originated are generally written in amounts up to 95% of value if the property
is owner-occupied. Borrowers on residential first mortgage loans with a
loan-to-value ratio in excess of 80% are required to carry private mortgage
insurance. Adjustable-rate mortgage loans to owner occupants of one- to
four-family residential property are subject to certain requirements and
limitations under guidelines issued by the Massachusetts Commissioner of Banks
(the "Commissioner"), including limitations on the amount and frequency of
changes in interest rates.

     In most cases, the Company requires the residential first mortgage loans it
originates or purchases to meet Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation standards in order to provide for the
flexibility to sell such loans in the secondary market.


                                       5

<PAGE>

     On March 8, 1999, the Company announced that the Bank had signed a
definitive purchase and sale agreement to acquire all of the outstanding capital
stock of Old Colony Mortgage Corporation ("Old Colony"). Headquartered in
Brockton, Massachusetts, Old Colony has offices in Plymouth, Fall River and
Auburn and originated over $125 million in residential mortgages in 1998. This
acquisition will enhance the Company's mortgage production capabilities in the
future and at the same time expands the products that the Company can offer
customers. Currently all of Old Colony's production is sold in the secondary
market on a servicing released basis.

     HOME EQUITY AND SECOND MORTGAGE LOANS. The Company offers home equity
loans, which are revolving lines of credit secured by the equity in the
borrower's residence. The majority of home equity loans have interest rates that
adjust with movements in the prime lending rate although the Company does offer
fixed rate home equity loans. Home equity loans are currently written in amounts
from $7,500 to $100,000, but generally not more than the difference between 80%
of the appraised value of the property and the outstanding balance of the
existing first mortgage. However, home equity loans with higher loan-to-value
ratios up to 90% are available on a limited basis provided certain underwriting
criteria are met. Generally home equity loans must have a current appraisal of
the value of the mortgaged property at origination. At December 31, 1998, the
Company had in its portfolio approximately $20.3 million of outstanding home
equity and second mortgage loans and unused commitments amounting to $11.1
million.

     RESIDENTIAL AND COMMERCIAL CONSTRUCTION AND COMMERCIAL AND COMMERCIAL REAL
ESTATE LOANS. The Company also originates residential construction loans and,
from time to time, commercial construction and other commercial real estate
loans. Most construction loans are for residential single-family dwellings. They
are usually made with construction terms of no more than one year (residential
construction-to-permanent financing loans are offered with a 30-year loan)
post-construction mortgage. The Company generally makes construction loans to
builders who have pre-sold the homes to the future occupants. In most cases,
permanent financing is arranged through the Company on properties for which the
Company has been the construction lender. It is the Company's policy to require
on-site inspections before releasing funds on construction loans. Inspections on
construction loans are generally performed by third-party inspectors. At
December 31, 1998, gross construction loans totaled $7.1 million, or 1.9% of the
Company's total loan portfolio.

     Commercial real estate loans generally relate to properties which are
typically non-owner occupied, income producing such as shopping centers, small
apartment buildings and other types of commercial properties. Commercial real
estate loans are generally written for maximum terms of 5 years, and interest
rates on these loans generally are fixed. Currently, commercial real estate
loans are generally written in amounts up to $3,000,000 and are usually made in
Massachusetts counties of Plymouth, Norfolk, Bristol and Barnstable. At December
31, 1998, the Company had a total of $50.5 million of commercial real estate
loans, or 13.8% of the Company's total loan portfolio. The Company plans to
maintain its emphasis on commercial real estate lending into 1999 in an attempt
to further expand the portfolio, although commercial (business) loans as
described below are preferred.


                                       6

<PAGE>

     Commercial loans are generally provided to small-to-medium-sized businesses
located within the Company's market area. Commercial loans may be structured as
term loans or as revolving lines of credit. Commercial loans generally have a
repayment schedule of five years or less, with interest rates which float in
relation to the Wall Street Journal prime rate. The majority of commercial loans
are collateralized by equipment, machinery, receivables, inventory or other
corporate assets. In addition, the Bank generally obtains personal guarantees
from the principals of the borrower for virtually all of its commercial loans.
At December 31, 1998, the Company had approximately $9.5 million of commercial
(non-real estate) loans outstanding, up from $7.6 million at December 31, 1997.
The Company is emphasizing this type of lending as a continued key business
focus in the future.

     Commercial, commercial construction and commercial real estate lending
entails greater risk than residential mortgage (including residential
construction) lending to owner occupants. Compared to residential mortgage loans
to owner occupants, the repayment of these types of loans is more dependent on
the underlying business and financial condition of the borrower and/or cash
flows from leases on the subject properties and, in the case of construction
loans, the economic viability of the project, and is more susceptible to adverse
future developments. Since 1996, the Company has emphasized commercial,
commercial real estate or commercial construction lending and intends to
continue to place an emphasis on commercial, commercial construction and
commercial real estate loan originations.

     CONSUMER LOANS. The Company also makes a variety of consumer loans, such as
new and used automobile and boat loans, unsecured loans, education loans, and
passbook and stock-secured loans. Education loans are periodically sold in the
secondary market. The Company's consumer loans totaled $8.8 million at December
31, 1998, representing 2.4% of its total loan portfolio.


                                       7

<PAGE>

     COMPOSITION OF LOAN PORTFOLIO. The following table shows the composition of
the Company's loan portfolio by type of loan.

<TABLE>
<CAPTION>

                                                                         At December 31,                             
                                          --------------------------------------------------------------------------
                                                  1998                     1997                         1996         
                                          -------------------     ----------------------     ---------------------- 
                                                       Percent                    Percent                    Percent 
                                                       to Gross                   to Gross                   to Gross
                                           Amount       Loans       Amount         Loans      Amount          Loans  
                                          ---------     -----     ---------        -----     ---------        ----- 
                                                                      (Dollars in thousands)
<S>                                       <C>            <C>      <C>               <C>      <C>               <C>  
Mortgage loans:
  Conventional                            $ 270,887      73.8%    $ 249,165         74.1%    $ 236,635         77.7%
  Second mortgages and home equity           20,339       5.5        20,392          6.1        17,368          5.7
  Commercial real estate                     50,493      13.8        39,341         11.7        24,718          8.1
  Construction                                7,109       1.9         7,681          2.3         5,956          2.0
                                          ---------     -----     ---------        -----     ---------        ----- 
   Total mortgage loans                     348,828      95.0       316,579         94.2       284,677         93.5
                                          ---------     -----     ---------        -----     ---------        ----- 
Less:
  Due to borrowers on incomplete loans       (2,557)                 (2,166)                    (2,758)             
  Net deferred loan fees and unearned
  discounts                                    (626)                   (813)                      (986)             
                                          ---------               ---------                  ---------
   Subtotal                                 345,645                 313,600                    280,933              

Commercial loans:
  Unsecured lines of credit                     211       0.1           245          0.1           324          0.1
  Secured and unsecured                       9,262       2.5         7,399          2.2         4,210          1.4
                                          ---------     -----     ---------        -----     ---------        ----- 
   Subtotal                                   9,473       2.6         7,644          2.3         4,534          1.5
                                          ---------     -----     ---------        -----     ---------        ----- 
Consumer loans:                                                                               
  Indirect automobile                           158      --           1,263          0.4         4,355          1.4
  Personal                                    1,393       0.4         1,562          0.4         1,625          0.5
  Education                                      62      --             423          0.1           509          0.2
  Passbook and stock secured                  6,951       1.9         8,323          2.5         8,416          2.8
  Home improvement                              257       0.1           381          0.1           485          0.1
                                          ---------     -----     ---------        -----     ---------        ----- 
  Total consumer loans                        8,821       2.4        11,952          3.5        15,390          5.1
                                                                                   -----                      ----- 
  Net deferred loan costs (fees)               (127)                   (124)                       (76)             
                                          ---------               ---------                  ---------
   Subtotal                                   8,694                  11,828                     15,314              
                                          ---------               ---------                  ---------
Total loans                                 363,812                 333,072                    300,781              
Less allowance for loan losses               (3,077)                 (2,280)                    (1,811)             
                                          ---------               ---------                  ---------         
Loans, net                                  360,735                 330,792                    298,970        
                                          ---------               ---------                  ---------        
Add (recapitulation):
  Due to borrowers on incomplete loans        2,557                   2,166                      2,758              
  Net deferred loan fees and unearned
  discounts                                     753                     937                      1,062              
  Allowance for loan loss                     3,077                   2,280                      1,811              
                                          ---------               ---------                  ---------
  Loans, gross                            $ 367,122     100.0%    $ 336,175        100.0%    $ 304,601        100.0%
                                          ---------     -----     ---------        -----     ---------        ----- 
                                          ---------     -----     ---------        -----     ---------        ----- 
<CAPTION>

                                                           At December 31,
                                         ------------------------------------------------
                                                    1995                     1994
                                          ----------------------     -------------------- 
                                                         Percent                  Percent
                                                         to Gross                 to Gross
                                            Amount        Loans       Amount       Loans     
                                          ---------        -----     ---------      ----- 
                                                     (Dollars in thousands)
<S>                                       <C>               <C>        <C>           <C> 
Mortgage loans:
  Conventional                            $ 200,368         75.6%     $158,607       65.6%
  Second mortgages and home equity           18,027          6.8        19,756        8.2
  Commercial real estate                     17,622          6.6        26,961       11.1
  Construction                                6,805          2.5         7,017        2.9
                                          ---------        -----     ---------      ----- 
   Total mortgage loans                     242,822         91.5       212,341       87.8
                                          ---------        -----     ---------      ----- 
Less:
  Due to borrowers on incomplete loans       (2,499)                    (2,850)          
  Net deferred loan fees and unearned
  discounts                                                 (940)                  (1,005)
                                          ---------                  ---------            
   Subtotal                                 239,383                    208,486           

Commercial loans:
  Unsecured lines of credit                     477          0.2           677        0.2
  Secured and unsecured                       1,861          0.7         1,772        0.8
                                          ---------        -----     ---------      ----- 
   Subtotal                                   2,338          0.9         2,499          1
                                          ---------        -----     ---------      ----- 
Consumer loans:                                                      
  Indirect automobile                        10,049          3.8        18,738        7.7
  Personal                                    1,715          0.6         1,726        0.7
  Education                                     728          0.3           746        0.3
                                                                     
  Passbook and stock secured                  6,980          2.6         5,320        2.2
  Home improvement                              675          0.3           599        0.3
                                          ---------        -----     ---------      ----- 
  Total consumer loans                       20,147          7.6        27,129       11.2
                                                           -----                    -----
  Net deferred loan costs (fees)                150                        395            
                                          ---------                  ---------            
   Subtotal                                  20,297                     27,524            
                                          ---------                  ---------            
Total loans                                 262,018                               238,459 
Less allowance for loan losses               (1,433)                    (2,845)           
                                          ---------                  ---------            
Loans, net                                  260,585                    233,614            
                                          ---------                  ---------            
Add (recapitulation):
  Due to borrowers on incomplete loans        2,499                      2,850            
  Net deferred loan fees and unearned
  discounts                                     790                        610            
  Allowance for loan loss                     1,433                      2,845            
                                          ---------                  ---------            
  Loans, gross                            $ 265,307        100.0%    $ 241,919      100.0%
                                          ---------        -----     ---------      ----- 
                                          ---------        -----     ---------      ----- 

</TABLE>


                                      8

<PAGE>

     ORIGINATION AND UNDERWRITING. Residential and consumer loan originations
are developed by the Company's officers and lending personnel from a number of
sources, including referrals from branches, realtors, builders, attorneys,
customers and Directors. The Company employs three retail loan representatives
who are paid a base salary plus incentives for consumer and residential loans
originated for the Company. Consumer loan services are also solicited by direct
mail to existing customers. Advertising media is also used to promote loans. The
Company currently receives origination fees on most new first mortgage loans
that it originates. Fees to cover the costs of appraisals and credit reports are
also collected. In addition, the Company collects late charges on real estate
loans.

     Commercial and commercial real estate loan originations are developed by
the Company's officers and lending personnel from a number of sources, including
referrals from attorneys, CPAs, customers, realtors , direct solicitation and
Directors. The Company employs four commercial loan officers who are paid a
salary and performance bonus. Loans originated by these officers are maintained
in the commercial loan portfolio.

     Applications for all types of loans offered by the Company are taken at all
of the Company's offices, and in some cases over the phone, and referred to the
Company's operations center or commercial loan division for processing. The
Company's loan underwriting process is performed in accordance with a policy
approved by the Board of Directors. The process includes but is not limited to
the use of credit applications, property appraisals, verification of an
applicant's credit history, and analysis of financial statements, employment and
banking relationships, and other measures management deems appropriate in the
circumstances.

     All loans to Directors must be approved by the full Board of Directors
after review by management. Commercial loans are prohibited to Executive
officers, officers or employees of the Company or the Bank.


                                       9

<PAGE>

     The following table shows the Company's loans by maturity or repricing
interval at December 31, 1998.

<TABLE>
<CAPTION>

                                              Within          1 - 5        Over 5
                                              1 Year          Years        Years       Total
                                             -------          -----        ------      -----
                                                       (Dollars in Thousands)

<S>                                          <C>         <C>         <C>             <C>     

Conventional mortgages ...................   $ 61,457    $169,973    $ 38,831        $270,261
Commercial real estate loans .............     14,159      36,334        --            50,493
Second mortgages and home equity .........     12,425       4,966       2,948          20,339
Construction, net ........................      4,552        --          --             4,552
Commercial loans .........................      9,346        --          --             9,346
Other loans ..............................      2,959       5,862        --             8,821
                                             --------    --------    --------        --------
     Total ...............................   $104,898    $217,135    $ 41,779        $363,812
                                             --------    --------    --------        --------
                                             --------    --------    --------        --------
Percent of total .........................       28.8%       59.7%       11.5%          100.0%

</TABLE>


     The following table shows the composition of fixed-rate and adjustable-rate
loans, excluding $8.9 million in other loans, as set forth above by maturity or
repricing interval at December 31, 1998.

<TABLE>
<CAPTION>
                                                  Within         1 - 5            Over 5
                                                  1 Year         Years            Years           Total
                                                  ------         -----            ------          ------
                                                                  (Dollars in thousands)

<S>                                             <C>             <C>             <C>             <C>     

Fixed-rate residential mortgages .......        $ 35,808        $129,965        $ 41,779        $207,552
Construction loans, net - all fixed ....           4,552            --              --             4,552
Adjustable-rate residential mortgages             38,074          44,974            --            83,048
Commercial real estate loans - all
fixed rate .............................          14,159          36,334            --            50,493
Commercial loans - all variable rate....           9,346            --              --             9,346
                                                --------        --------        --------        --------
Total fixed and adjustable-rate loans...        $101,939        $211,273        $ 41,779        $354,991
                                                --------        --------        --------        --------
                                                --------        --------        --------        --------

</TABLE>

     NON-PERFORMING ASSETS. The Company attempts to manage its loan portfolio so
as to recognize problem loans at an early point in order to manage each
situation and thereby minimize losses. Interest on loans is generally not
accrued when such interest is not paid for a three month period and/or in the
judgment of management, the collectibility of the principal or interest becomes
doubtful. When a loan is placed on a non-accrual status, all interest previously
accrued but not collected is reversed against interest income in the current
period. Interest income is sometimes subsequently recognized only to the extent
that cash payments are received. Those loans that continue to accrue interest
after reaching a three month


                                       10
<PAGE>


delinquency status generally include only consumer loans, although, on occasion,
some residential mortgage loans have been included. Real estate acquired by
foreclosure and other real estate owned is stated at the lower of the carrying
value of the underlying loan or the estimated fair value less estimated selling
costs. For further discussion of non-performing assets, see "Item 7 -
Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations."

     During 1995, the Company sold, at a discount, of a group of approximately
$9.2 million of non-performing and high maintenance loans. The loans consisted
of approximately $5.7 million of loans which were on non-accrual and certain
other loans which, although performing, were expected to require a higher than
average level of attention and out of pocket costs in order to maintain
performance and/or to potentially foreclose upon or workout. Those loans were
sold at approximately 64% of par. The loss associated with this sale was
reflected as a charge-off to the allowance for possible loan losses which
necessitated an additional provision for possible loan losses of $1,654,000 in
1995.

     At December 31, 1998, non-performing assets were 0.12% of total assets,
compared with 0.18% and 0.34% at December 31, 1997 and 1996, respectively.

     The following table sets forth non-performing assets at the dates
indicated:

<TABLE>
<CAPTION>

                                                                      AT DECEMBER 31,
                                                      ---------------------------------------------
                                                        1998     1997      1996      1995      1994
                                                                  (Dollars in thousands)

<S>                                                   <C>       <C>       <C>       <C>       <C> 
Loans accounted for on a non-accrual basis-
impaired .........................................    $  681    $  622    $1,028    $  485    $5,249

Accruing loans past due 90 days or more
as to principal or interest ......................        50        91       144       243       153
                                                      ------    ------    ------    ------    ------
Total non-performing loans .......................       731       713     1,172       728     5,402

Real estate acquired by foreclosure and other real
estate owned .....................................      --         265       500     1,070     1,272
                                                      ------    ------    ------    ------    ------
Total non-performing assets ......................    $  731    $  978    $1,672    $1,798    $6,674
                                                      ------    ------    ------    ------    ------
                                                      ------    ------    ------    ------    ------

</TABLE>

     Impaired loans totaling $77,000 and $293,000, at December 31, 1998 and
1997, respectively, required an allocation of $20,000 and $45,000, respectively
of the allowance for possible loan losses. The remaining impaired loans did not
require any allocation of the reserve for possible loan losses.


                                       11

<PAGE>

     The average balance of impaired loans was approximately $622,000, $966,000
and $721,000 in 1998, 1997 and 1996, respectively. The total amount of interest
income recognized on impaired loans during 1998, 1997 and 1996 was approximately
$55,000, $50,000 and $48,500 respectively, which approximated the amount of cash
received for interest during that period. The Company has no commitments to lend
additional funds to borrowers whose loans have been deemed to be impaired.

     Currently, in the single family home sector, prices are stable and
properties are not taking as long to sell. Additionally, Boston area vacancy
rates on commercial real estate properties have remained relatively low in
comparison to the early 1990's which has helped to support the market values of
those properties. The Company cannot predict the impact on future provisions for
possible loan losses that may result from future market conditions. While the
regional economy is stable and the local residential real estate market has been
strong over the past couple of years, it is difficult to predict to what extent
such stabilization and overall strong economic conditions will continue.


                                       12

<PAGE>

     ALLOWANCE FOR POSSIBLE LOAN LOSSES. The following table summarizes changes
in the allowance for possible loan losses and other selected statistics for the
years indicated:

<TABLE>
<CAPTION>

                                                                    YEARS ENDED DECEMBER 31,                          
                                               ---------------------------------------------------------------
                                                  1998        1997          1996          1995           1994
                                                  ----        ----          ----          ----           ----
                                                                   (Dollars in thousands)

<S>                                            <C>        <C>               <C>           <C>           <C>     

Balance, beginning of year                     $2,280     $    1,811        $1,433        $2,845        $  2,051
Loans charged off:
Real estate - residential                          18            100            48         1,090             245
Real estate - commercial                            -             20             -         2,496              88
Real estate - construction                          -              -             -             -               -
Commercial                                          -              -             -            18              22
Consumer                                          206            246           247           273              66
                                             --------       --------      --------      --------        --------
Total loans charged-off                           224            366           295         3,877             421
                                             --------       --------      --------      --------        --------
Loan recoveries:
Real estate - residential                           7              5            17            32               -
Real estate - commercial                          119             38           120           145               1
Real estate - construction                          -              -             -             -               6
Consumer                                          135            162            56            55              16
Commercial                                          -              -             -             -               5
                                             --------       --------      --------      --------        --------
Total recoveries                                  261            205           193           232              28
                                             --------       --------      --------      --------        --------
Net charge-offs (recoveries)                      (37)           161           102         3,645             393
                                             --------       --------      --------      --------        --------
Reserves acquired from Hull                         -              -           -               -             577
Provision charged to operations                   760            630           480         2,233             610
                                             --------       --------      --------      --------        --------
Balance, end of year                           $3,077      $   2,280      $  1,811      $  1,433        $  2,845
                                             --------       --------      --------      --------        --------
                                             --------       --------      --------      --------        --------
Average loans outstanding, net               $335,871       $304,925      $282,530      $243,949        $222,313
                                             --------       --------      --------      --------        --------
                                             --------       --------      --------      --------        --------
Ratio of net charge-offs (recoveries) to
average loans outstanding, net                   (.01)%          .05%          .04%         1.49%            .18%
                                             --------       --------      --------      --------        --------
                                             --------       --------      --------      --------        --------
Ratio of allowance for possible loan
losses to gross loans at year end                 .85%           .68%          .60%          .55            1.18%
                                             --------       --------      --------      --------        --------
                                             --------       --------      --------      --------        --------
Ratio of allowance for possible loan
losses to non-performing loans                  420.9%         319.8%        154.5%        196.8%           52.7%
                                             --------       --------      --------      --------        --------
                                             --------       --------      --------      --------        --------

</TABLE>


                                       13

<PAGE>

The following table summarizes the allocation of the allowance for possible loan
losses for the years indicated:

<TABLE>
<CAPTION>

                                                                        At December 31,
                                         1998                1997                   1996                1995              1994
                              -----------------------------------------------------------------------------------------------------
                                       Percent             Percent               Percent             Percent            Percent
                                       of loans            of loans              of loans            of loans           of loans
                                       in category         in category           in category         in category        in category
                                       to gross            to gross              to gross            to gross           to gross
                              Amount   Loans      Amount   Loans         Amount  Loans       Amount  Loans      Amount  Loans
                              ------   -----      ------   -----         ------  -----       ------  -----      ------  -----
                                                                    (Dollars in thousands)
<S>                          <C>        <C>       <C>      <C>          <C>        <C>      <C>      <C>       <C>       <C>    
Real estate - residential    $  899      79.3%    $  869    80.2%       $  854     83.5%    $ 743     82.4%    $  863     73.8%
Real estate - commercial        479      13.8        372    11.7           224      8.1       226      6.6        713     11.1
Real estate - construction       71       1.9         77     2.3            60      1.9        68      2.5         70      2.9
Commercial                      189       2.6        153     2.3            91      1.5        47       .9         25      1.0
Consumer                        195       2.4        218     3.5           200      5.0       195      7.6        440     11.2
Unallocated                   1,244       N/A        591     N/A           382      N/A       154      N/A        734      N/A
                             -------    -----     ------   -----        -------    -----    ------   -----     ------    -----
Total                        $3,077     100.0%    $2,280   100.0%       $1,811     100.0%   $1,433   100.0%    $2,845    100.0%
                             -------    -----     ------   -----        ------     -----    ------   -----     ------    -----
                             -------    -----     ------   -----        ------     -----    ------   -----     ------    -----

</TABLE>


     The Company uses two methodologies to establish ranges of exposure to
measure the adequacy of the allowance for possible loan losses. The first or
"base" methodology is the Specific Identification Method. This method relies
upon the Company's risk monitoring systems, timely identification of all
potential problem credits and an accurate evaluation of related specific loss
exposures. Additionally, this methodology employs the use of "normalized"
charge-off or loss histories by loan category in order to establish reserves for
those loans not specifically reviewed. The Company also utilizes a Risk Rating
Approach which uses "actual" loss histories to determine reserve levels on
"pass-rated" portions of its loan portfolios while utilizing regulatory reserve
percentages for adversely classified loans. The Company then uses a Migration
Approach which utilizes the Risk Rating Approach adjusted for potential
migration of non-pass rated credits to a more adverse category. This methodology
recognizes that no risk identification system has comprehensive knowledge at a
point in time and therefore, there is an inherent unidentified risk of loss
which is not accurately characterized or identified in the loan portfolio. As of
December 31, 1998, it was noted that the Specific Identification Methodology,
which was used for the compilation of the table above for consistency purposes,
demonstrates the lowest requirement. The Risk Rating/Migration methodologies
supported allocated reserve levels of up to $3,015,000 at December 31, 1998.
Therefore, the allowance for possible loan losses is within the range of
estimated exposures and is deemed adequate but not excessive by management.

     The Company's provision for possible loan losses in 1998 was $760,000,
compared to $630,000 and $480,000 in 1997 and 1996, respectively. The provision
for 1998 exceeded 1997 levels as did 1997 levels over 1996 levels reflecting the
increased risk associated with the Company's emphasis of commercial and
commercial real estate lending activities as evidenced by the increase in "watch
assets" in the commercial loan portfolio during 1998.


                                       14

<PAGE>

INVESTMENT ACTIVITIES

     The Company's investment portfolio is currently managed in accordance with
an investment policy approved by the Board of Directors. The Company's
investments are subject to the laws of the Commonwealth of Massachusetts,
including regulations of the Commissioner, and certain provisions of the federal
law. 

     The following table sets forth certain information regarding the carrying
value of the Company's investment portfolio, excluding mortgage-backed 
securities and Federal Home Loan Bank stock:

<TABLE>
<CAPTION>

                                                              AT DECEMBER 31,
                                                     ----------------------------------
                                                                  1997       1996
                                                                  ----       ----
                                                         (Dollars in thousands)
<S>                                                  <C>        <C>        <C>    

Short-term investments ...........................   $   143    $    88    $    77
Federal funds sold ...............................     4,150         75         75
                                                     -------    -------    -------
Total ............................................   $ 4,293    $   163    $   152
                                                     -------    -------    -------
                                                     -------    -------    -------
Percent of total assets ..........................       .73%       .03%       .03%

Investment securities:
  U. S. Government and federal agency obligations,
at market ........................................   $26,629    $30,890    $18,498
Other bonds and obligations, at market ...........    20,221      3,120      1,138
                                                     -------    -------    -------
Subtotal .........................................    46,850     34,010     19,636
Marketable equity securities, at market ..........     4,796      5,027      4,411
                                                     -------    -------    -------
Total investment securities ......................   $51,646    $39,037    $24,047
                                                     -------    -------    -------
                                                     -------    -------    -------
Percent of total assets ..........................       8.7%       7.3%     4.9 %

</TABLE>

     A schedule of the maturity distribution of investment securities held by
the Company, other than equity securities and FHLB stock, and the related
weighted average yield, at December 31, 1998 follows:


                                       15

<PAGE>

<TABLE>
<CAPTION>

                                  Within one       After one but           After five but             After ten
                                    year          within five years        within ten years             years 
                                ---------------   ------------------      ------------------      -------------------
                                Amor-  Weighted   Amor-     Weighted      Amor-     Weighted      Amor-   Weighted
                                tized  Average    tized      Average      tized      Average      tized   Average
                                Cost    Yield     Cost        Yield       Cost        Yield       Cost     Yield  
                                ----     ---     -------       ----      -------       ----      -------    ---- 
                                                               (Dollars in thousands)
<S>                              <C>     <C>     <C>           <C>       <C>           <C>       <C>        <C>  
U. S. Government and federal 
  agency obligations .........   $--      --%    $ 3,700       7.04%     $21,929       6.88%     $ 1,000    6.75%
Other bonds and obligations...    --      --       1,102       7.56%        --          --        19,119    7.15
                                 ---     ---     -------       ----      -------       ----      -------    ---- 
     Total                       $--      --%    $ 4,802       7.16%     $21,929       6.88%     $20,119    7.13%
                                 ---     ---     -------       ----      -------       ----      -------    ---- 
                                 ---     ---     -------       ----      -------       ----      -------    ---- 

</TABLE>


     At December 31, 1998, the Company had six mortgage backed securities and
two corporate bonds which had a total amortized cost of $39,942,385, each of
which individually had a book value in excess of ten percent of stockholders'
equity, and were not obligations of the U. S. Government or federal agencies.

SOURCES OF FUNDS

     GENERAL. Deposits and borrowings are the Company's primary sources of funds
for investment. The Company also derives funds from operations, amortization and
prepayments of loans and sales of assets. Deposit flows vary significantly and
are influenced by prevailing interest rates, money market conditions, economic
conditions, location of Company offices and competition.

     DEPOSITS. Most of the Company's deposits are derived from customers who
work or reside in the Company's primary service area. The Company's deposits
consist of passbook savings accounts, special notice accounts, NOW accounts,
money market deposit accounts, club accounts, money market certificates,
negotiated rate certificates and term deposit certificates. The Company also
offers Individual Retirement Accounts, which currently include a one-year
variable rate account with monthly interest rate adjustments, a 2.5 year
fixed-rate account, or a 3- or 4-year fixed-rate account. In addition, the
Company currently offers non-interest NOW accounts for commercial customers and
individuals. Although in previous years the Company has solicited brokered
deposits, at December 31, 1998 there were no such deposits.

     At December 31, 1998, the Company's outstanding certificates of deposit
with balances in excess of $100,000 are scheduled to mature as follows:

<TABLE>
<CAPTION>

                                        (In thousands)
<S>                                        <C>    
     Three months or less                  $ 9,847
     Over three to six months                7,949
     Over six to twelve months               7,015
     Over twelve months                      7,576
                                           -------
                                           $32,387
                                           -------
                                           -------

</TABLE>


                                       16

<PAGE>

     For information regarding the average amounts of and rates paid on deposit
liabilities, see "Item 7 - Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations--Liquidity and Capital Resources."

     BORROWINGS. For a discussion of borrowings, see "Item 8 - Notes 9 and 10 to
the Consolidated Financial Statements" and "Item 7 - Management's Discussion and
Analysis of Consolidated Financial Condition and Results of Operations-Liquidity
and Capital Resources".

     INTEREST RATE HEDGE STRATEGY. For a discussion of the Company's interest
rate hedge strategy, see "Item 8 - Note 5 to the Consolidated Financial
Statements".

     OTHER ACTIVITIES

     SAVINGS BANK LIFE INSURANCE. The Company sells savings bank life insurance
as an agent but not as an issuer and receives a commission on the sale.

     OTHER. The Company also offers safe deposit box services, an automated
teller machine and drive-up banking services. The Company also provides its
borrowers the opportunity to purchase life, accident and disability insurance.
The Company offered investment services (including annuities) to its customers
in 1998 through a third-party broker-dealer, and its insurance agency affiliate.
The third-party paid rent to the Company for the space it occupied, and also
paid fees to the Company based upon referrals of the Company's customers to
purchase alternative investments, regardless of whether or not a sale was made
to the customer. In January 1999, the Company entered into a new third-party
contract relating to the sale of non-deposit investment products to the
Company's customers. The new contract replaces the original third-party
arrangement. Under the new contract, the Company will receive, as compensation,
a percentage of the sales of investment products to the Company's customers.

SUPERVISION AND REGULATION

     As an FDIC-insured, state-chartered bank, the Bank is subject to
supervision and regulation by the Commissioner and the FDIC and is subject to
periodic examination. The Company is subject to regulation and supervision of
the Federal Reserve as a bank holding company.

     COMPETITION

     The Company faces substantial competition both in attracting deposits and
in originating loans.

     Competition in originating loans comes generally from other thrift
institutions, commercial banks, credit unions, finance companies, insurance
companies, other institutional lenders and mortgage companies. The Company
competes for loans principally on the basis of interest rates and loan fees, the
types of loans originated, service and geographic location.


                                       17

<PAGE>

     In attracting deposits, the Company's primary competitors are other savings
banks, commercial banks and co-operative banks, credit unions, and mutual funds.
Other competition for deposits comes from government securities as investments.
The Company's attraction and retention of deposits depends on its ability to
provide investment opportunities that satisfy the requirements of investors with
respect to rate of return, liquidity, risk and other factors. The Company
attracts a significant amount of its deposits from the communities in which its
offices are located, and, accordingly, competition for these deposits comes
principally from other thrift institutions and commercial banks located in the
same geographic areas. The Company competes for these deposits by attempting to
offer competitive rates, convenient branch locations, and convenient business
hours and by attempting to build an active, civic-spirited image in these
communities.

     Financial institutions that are not now located within the Company's market
area may find entry in the Company's market area attractive. Such entry could
have an adverse effect on the Company's growth or profitability. The Company's
potential competitors may have substantially greater financial and other
resources than the Company. In addition, increased competition for deposits has
had an impact on the rates which the Company pays on certificates of deposit.

EMPLOYEES

     As of December 31, 1998, the Bank had 197 full-time employees, consisting
of 25 full-time officers and 115 full-time non-officers, as well as 57 part-time
employees. None of the Company's employees is represented by a union or other
labor organization. The Company provides its employees with a comprehensive
range of employee benefit programs. Management believes that its employee
relations are good.


                                       18

<PAGE>

ITEM 2. PROPERTIES.

     The following table sets forth certain information relating to real estate
owned or leased by the Company at December 31, 1998.

<TABLE>
<CAPTION>

                                                                     Original        Lease
                                         Year          Owned           Lease         Renewal
                                        Opened       or Leased         Term          Option
                                        ------       ---------         ----          ------

<S>                                     <C>          <C>             <C>             <C>

Main Office:
      533 Washington St.
      Abington, MA                       1929          Owned            --               --

Branches:
    319 Monponsett Street
    Halifax, MA                          1975          Owned            --               --

    584 Washington St.
    Whitman, MA                          1992          Owned            --               --

    157 Summer Street
    Kingston, MA                         1995          Leased         20 years       10 years

    175 Center Street
    Pembroke, MA                         1992          Owned            --               --

    523 Nantasket Ave.
    Hull, MA                             1994          Leased         15 years           --

    778 S. Franklin St.
    Holbrook MA                          1995          Leased         10 years       2-5 years

    739 Chief Justice Cushing Way
    Cohasset, MA  02025                  1997          Leased         5 years        2-5 years

    121 Memorial Parkway
    Randolph, MA  02368                  1998          Leased         5 years        2-5 years

    430 Liberty Street
    Hanson, MA  02341                    1998          Leased         5 years        2-5 years

</TABLE>


                                       19

<PAGE>

<TABLE>
<CAPTION>

                                                                     Original        Lease
                                         Year          Owned           Lease         Renewal
                                        Opened       or Leased         Term          Option
                                        ------       ---------         ----          ------

<S>                                     <C>          <C>             <C>             <C>


Operation Center/Corporate Office
    536 Washington St.
    Abington, MA                         1989          Owned            --              --

Administrative Offices:
    538 Bedford St.
    Abington, MA                         1995          Leased         2 Years        18 months

</TABLE>


                                       20

<PAGE>

     ITEM 3.  LEGAL PROCEEDINGS

         The Company is a defendant in various legal matters, none of which is
     believed by management to be material to the consolidated financial
     statements.







     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



         None.



                                       21

<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK HOLDER MATTERS.

     The common stock of the Company is currently listed on the Nasdaq Stock
Market National Market System (NMS) under the symbol "ABBK".

     The table below sets forth the range of high and low sales prices for the
stock of the Company for the quarters indicated. Market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions.

     Transactions through January 31, 1997 are for common stock of the Bank.
Transactions after that date are for common stock of the Company.

<TABLE>
<CAPTION>

                                             Price                 Dividends
                                      High           Low           Declared
                                      ----           ---           --------

<S>                               <C>              <C>                <C>

       1999
(through March 5, 1999)           $   15 1/8       $  12 3/4          $ --

   1998
   ----
4th quarter                           17              12              $.05
3rd quarter                           19 1/2          12 1/2          $.05
2nd quarter                           22 3/4          17 1/2          $.05
1st quarter                           22 1/2          18 3/4          $.15

   1997
   ----
4th quarter                           23 1/2          15 5/8          $.05
3rd quarter                           17              12 3/4          $.05
2nd quarter                           13              10 1/4          $.05
1st quarter                           11 5/8           9 1/2          $.05

   1996
   ----
4th quarter                           10 7/8           8 7/16         $.05
3rd quarter                            9               7 3/4          $.05
2nd quarter                            8 1/8           7 1/4          $.05
1st quarter                            8 7/8           7 23/32        $.05

</TABLE>


                                       22

<PAGE>

     As of March 6,1999, the Company had approximately 803 stockholders of
record who held 3,347,300 outstanding shares of the Company's Common Stock. The
number of stockholders indicated does not reflect the number of persons or
entities who hold their common stock in nominee or "street" name through various
brokerage firms. If all of such persons are included, the Company believes that
there are approximately 1,100 beneficial owners of the Company's common stock.

ITEM 6. SELECTED FINANCIAL DATA

     Information required by Item 6 of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Financial
Highlights."

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

     Information required by Item 7 of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Management's
Discussion and Analysis". Certain Guide 3 information which is required by Item
7 is included in Item 1 of this Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Information required by Item 7A of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Management's
Discussion and Analysis."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required by Item 8 of this Form is incorporated by reference
from the sections of the Company's Annual Report entitled Report of Independent
Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements


                                       23

<PAGE>

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

     None.


                                       24

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information required by Item 10 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 1999 Annual Meeting of
Stockholders of the Company.

ITEM 11. EXECUTIVE COMPENSATION

     Information required by Item 11 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 1999 Annual Meeting of
Stockholders of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information required by Item 12 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 1999 Annual Meeting of
Stockholders of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information required by Item 13 of this Form is incorporated by reference
here in from the Company's Proxy Statement related to the 1999 Annual Meeting of
Stockholders of the Company.

                                   7 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Contents

          1) Financial Statements. See Part II Item 8 of this Report.

               2) Financial Statement Schedules. All financial statement
          schedules have been omitted because they are not applicable, the data
          is not significant or the required information is shown elsewhere in
          this report.


                                       25

<PAGE>

               3) Exhibits

                2.1     Plan of Reorganization and Acquisition dated as of
                        October 15, 1996 between the Company and Abington
                        Savings Bank incorporated by reference to the Company's
                        Registration Statement on Form 8-A, effective January
                        13, 1997.

                3.1     Articles of Organization of the Company incorporated by
                        reference to the Company's Registration Statement on
                        Form 8-A, effective January 13, 1997.

                3.2     By-Laws of the Company, incorporated by reference to the
                        Company's Registration Statement on Form 8-A, effective
                        January 13, 1997.

                4.1     Specimen stock certificate for the Company's Common
                        Stock incorporated by reference to the Company's
                        Registration Statement on Form 8-A, effective January
                        31, 1997.

                4.2     Form of Indenture between Abington Bancorp, Inc. and
                        State Street Bank and Trust Company incorporated by
                        reference to Exhibit 4.1 of the Registration Statement
                        on Form S-2 of the Company and Abington Bancorp Capital
                        Trust, filed on May 12, 1998.

                4.3     Form of Junior Subordinated Debenture incorporated by
                        reference to Exhibit 4.2 of the Registration Statement
                        on Form S-2 of the Company and Abington Bancorp Capital
                        Trust, filed on May 12, 1998.

                4.4     Form of Amended and Restated Trust Agreement by and
                        among the Company, State Street Bank and Trust Company,
                        Wilmington Trust Company and the Administrative Trustees
                        of the Trust incorporated by reference to Exhibit 4.4 of
                        the Registration Statement on Form S-2 of the Company
                        and Abington Bancorp Capital Trust, filed on May 12,
                        1998.

                4.5     Form of Preferred Securities Guarantee Agreement by and
                        between the Company and State Street Bank and Trust
                        Company incorporated by reference to Exhibit 4.6 of the
                        Registration Statement on Form S-2 of the Company and
                        Abington Bancorp Capital Trust, filed on May 12, 1998.

                *10.1   (a) Amended and Restated Special Termination Agreement
                        dated as of January 1997 among the Company, the Bank and
                        James P. McDonough incorporated by reference to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1996 filed on March 31, 1997.


                                       26

<PAGE>

                        *(b) Amendment to Amended and Restated Special
                        Termination Agreement, dated as of July 1, 1997 among
                        the Company, the Bank and James P. McDonough,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the second quarter of 1997,
                        filed on August 13, 1997.

                *10.2   Special Termination Agreement dated as of November 2,
                        1998 among the Company, the Bank and Kevin M. Tierney,
                        incorporated by reference to the Company's quarterly 
                        report on Form 10-Q for the third quarter of 1998, 
                        filed on November 12, 1998.

                *10.3   Special Termination Agreement dated as of May 28, 1998
                        among the Company, the Bank and John R. Sylva,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the second quarter of 1998,
                        filed on August 10, 1998.

                *10.4   (a) Amended and Restated Special Termination Agreement
                        dated as of January 31, 1997 among the Company, the Bank
                        and Mario A. Berlinghieri incorporated by reference to
                        the Company's Annual Report for the year ended December
                        31, 1996 on Form 10-K filed on March 31, 1997.

                        (b) Amendment to Amended and Restated Special
                        Termination Agreement, dated as of July 1, 1997 among
                        the Company, the Bank and Mario A. Berlinghieri,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the second quarter of 1997,
                        filed on August 13, 1997.

                        (c) Amendment No. 2 to Amended and Restated Special
                        Termination Agreement, dated as of April 16, 1998, by
                        and among the Company, the Bank and Mario A.
                        Berlinghieri, incorporated by reference to the Company's
                        quarterly report on Form 10-Q for the first quarter of
                        1998, filed on May 8, 1998.

                *10.5   Abington Bancorp, Inc. Incentive and Nonqualified Stock
                        Option Plan, as amended and restated to reflect holding
                        company formation incorporated by reference to the
                        Company's Annual Report for the year ended December 31,
                        1996 on Form 10-K filed on March 31, 1997.

                *10.6   Management Incentive Compensation Program dated March
                        1997, incorporated by reference to the Company's
                        quarterly report on Form 10-Q for the second quarter of
                        1997, filed on August 13, 1997.

                *10.7   Long Term Performance Incentive Plan dated July 1997,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the second quarter of 1997,
                        filed on August 13, 1997.


                                       27

<PAGE>

                10.8    (a) Lease for office space located at 538 Bedford
                        Street, Abington, Massachusetts ("lease"), used for the
                        Bank's principal and administrative offices dated
                        January 1, 1996 incorporated by reference to the
                        Company's Annual Report for the year ended December 31,
                        1996 on Form 10-K filed on March 31, 1997. Northeast
                        Terminal Associates, Limited owns the property. Dennis
                        E. Barry and Joseph L. Barry, Jr., who beneficially own
                        more than 5% of the Company's Common Stock, are the
                        principal beneficial owners of Northeast Terminal
                        Associates, Limited.

                        (b) Amendment to Lease dated December 31, 1997,
                        incorporated by reference to the Company's Annual Report
                        for the year ended December 31, 1997 on Form 10-K filed
                        on March 25, 1998.

                10.9    Dividend reinvestment and Stock Purchase Plan is
                        incorporated by reference herein to the Company's
                        Registration Statement on Form S-3, effective January
                        31, 1997.

                *10.10  Abington Bancorp, Inc. 1997 Incentive and Nonqualified
                        Stock Option Plan, incorporated by reference herein to
                        Appendix A to the Company's proxy statement relating to
                        its special meeting in lieu of annual meeting held on
                        June 17, 1997, filed with the Commission on April 29,
                        1997.

                *10.11  (a) Special Termination Agreement dated as of July 1,
                        1997 among the Company, the Bank and Robert M. Lallo,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the second quarter of 1997,
                        filed on August 13, 1997.

                        (b) Amendment No. 1 to Special Termination Agreement,
                        dated April 16, 1998, by and among the Company, the Bank
                        and Robert M. Lallo, incorporated by reference to the
                        Company's quarterly report on Form 10-Q for the first
                        quarter of 1998, filed on May 8, 1998.

                *10.12  Merger Severance Benefit Program dated as of August 28,
                        1997, incorporated by reference to the Company's
                        Quarterly Report on Form 10-Q for the third quarter of
                        1997, filed on November 15, 1997.

                *10.13  Supplemental Executive Retirement Agreement between the
                        Bank and James P. McDonough dated as of March 26, 1998,
                        incorporated by reference to the Company's quarterly
                        report on Form 10-Q for the first quarter of 1998, filed
                        on May 8, 1998.


                                       28

<PAGE>

                *10.14  Deferred Stock Compensation Plan for Directors,
                        effective July 1, 1998 incorporated by reference to
                        Appendix A to the Company's proxy statement (schedule
                        14A) for its 1998 Annual Meeting, filed with the
                        Commission on April 13, 1998.

                11.1    A statement regarding the computation of earnings per
                        share is included in Item 8 of this Report.

                13.1    Annual Report to Stockholders for the Year Ended
                        December 31, 1998 which is furnished for the information
                        of the Securities and Exchange Commission only and is
                        not deemed to be "filed" as part of this Report except
                        to the extent expressly incorporated by reference
                        herein.

                21.1    Subsidiaries of the Company.

                23.1    Consent of Accountants.

                24.1    Power of Attorney is included on signature page

                27.1    Financial Data Schedule, December 31, 1998


     (b) Reports on Form 8-K.

          The Company filed no reports on Form 8-K during the fourth quarter of
     1998.


     -------

*    Management contract or compensatory plan or arrangement.


                                       29

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                   ABINGTON BANCORP, INC.

Date:  March 25, 1999

                                   By:   /S/  JAMES P. MCDONOUGH
                                      -----------------------------------------

                                        James P. McDonough
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough, his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form 10-K, and to file the same,
will all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
which he may deem necessary or advisable to be done in connection with this Form
10-K, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or any
substitute may lawfully do or cause to be done by virtue hereof.

     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
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          Name                               Title                              Date
          ----                               -----                              ----

<S>                                   <C>                                   <C>

 /S/ JAMES P. MCDONOUGH                President and                        March 25, 1999
------------------------------        Chief Executive Officer;
James P. McDonough                    Director (Principal
                                      Executive Officer)

</TABLE>


                                       30

<PAGE>

<TABLE>
<CAPTION>

          Name                               Title                              Date
          ----                               -----                              ----

<S>                                   <C>                                   <C>

 /S/ ROBERT M. LALLO                  Chief Financial Officer & Treasurer   March 25, 1999
--------------------------             (Principal Financial Officer)
Robert M. Lallo

 /S/ BRUCE G. ATWOOD                   Director                             March 25, 1999
--------------------------                                                                
Bruce G. Atwood


 /S/ WILLIAM F. BORHEK                Director                              March 25, 1999
---------------------------                                                               
William F. Borhek


 /S/ RALPH B. CARVER, JR.             Director                              March 25, 1999
---------------------------
Ralph B. Carver, Jr.


 /S/ JOEL S. GELLER                   Director                              March 25, 1999
------------------------------                                                            
Joel S. Geller


 /S/ RODNEY D. HENRIKSON              Director                              March 25, 1999
-------------------------                                                                 
Rodney D. Henrikson


 /S/ A. STANLEY LITTLEFIELD           Director                              March 25, 1999
----------------------------
A. Stanley Littlefield


 /S/ JAY TIMOTHY NOONAN               Director                              March 25, 1999
------------------------                                                                  
Jay Timothy Noonan


 /S/ GORDON N. SANDERSON              Director                              March 25, 1999
-------------------------
Gordon N. Sanderson

 /S/ JAMES J. SLATTERY                Director                              March 25, 1999
------------------------------                                                            
James J. Slattery

 /S/ WAYNE P. SMITH                   Director                              March 25, 1999
----------------------------                                                              
Wayne P. Smith

</TABLE>


                                       31

<PAGE>

                                INDEX TO EXHIBITS

        2.1     Plan of Reorganization and Acquisition dated as of October 15,
                1996 between the Company and Abington Savings Bank incorporated
                by reference to the Company's Registration Statement on Form
                8-A, effective January 13, 1997.

        3.1     Articles of Organization of the Company incorporated by
                reference to the Company's Registration Statement on Form 8-A,
                effective January 13, 1997.

        3.2     By-Laws of the Company, incorporated by reference to the
                Company's Registration Statement on Form 8-A, effective January
                13, 1997.

        4.1     Specimen stock certificate for the Company's Common Stock
                incorporated by reference to the Company's Registration
                Statement on Form 8-A, effective January 31, 1997.

        4.2     Form of Indenture between Abington Bancorp, Inc. and State
                Street Bank and Trust Company incorporated by reference to
                Exhibit 4.1 of the Registration Statement on Form S-2 of the
                Company and Abington Bancorp Capital Trust, filed on May 12,
                1998.

        4.3     Form of Junior Subordinated Debenture incorporated by reference
                to Exhibit 4.2 of the Registration Statement on Form S-2 of the
                Company and Abington Bancorp Capital Trust, filed on May 12,
                1998.

        4.4     Form of Amended and Restated Trust Agreement by and among the
                Company, State Street Bank and Trust Company, Wilmington Trust
                Company and the Administrative Trustees of the Trust
                incorporated by reference to Exhibit 4.4 of the Registration
                Statement on Form S-2 of the Company and Abington Bancorp
                Capital Trust, filed on May 12, 1998.

        4.5     Form of Preferred Securities Guarantee Agreement by and between
                the Company and State Street Bank and Trust Company incorporated
                by reference to Exhibit 4.6 of the Registration Statement on
                Form S-2 of the Company and Abington Bancorp Capital Trust,
                filed on May 12, 1998.

        *10.1   (a) Amended and Restated Special Termination Agreement dated as
                of January 31, 1997 among the Company, the Bank and James P.
                McDonough incorporated by reference to the Company's Annual
                Report on Form 10-K for the year ended December 31, 1996 filed
                on March 31, 1997.


                                       32

<PAGE>

                *(b) Amendment to Amended and Restated Special Termination
                Agreement, dated as of July 1, 1997 among the Company, the Bank
                and James P. McDonough, incorporated by reference to the
                Company's quarterly report on Form 10-Q for the second quarter
                of 1997, filed on August 13, 1997.

        *10.2   Special Termination Agreement dated as of November 2, 1998 among
                the Company, the Bank and Kevin M. Tierney, incorporated by 
                reference to the Company's quarterly report on Form 10-Q for 
                the third quarter of 1998, filed on November 12, 1998.

        *10.3   Special Termination Agreement dated as of May 28, 1998 among the
                Company, the Bank and John R. Sylva, incorporated by reference
                to the Company's quarterly report on Form 10-Q for the second
                quarter of 1998, filed on August 10, 1998.

        *10.4   (a) Amended and Restated Special Termination Agreement dated as
                of January 31, 1997 among the Company, the Bank and Mario A.
                Berlinghieri incorporated by reference to the Company's Annual
                Report for the year ended December 31, 1996 on Form 10-K filed
                on March 31, 1997.

                (b) Amendment to Amended and Restated Special Termination
                Agreement, dated as of July 1, 1997 among the Company, the Bank
                and Mario A. Berlinghieri, incorporated by reference to the
                Company's quarterly report on Form 10-Q for the second quarter
                of 1997, filed on August 13, 1997.

                (c) Amendment No. 2 to Amended and Restated Special Termination
                Agreement, dated as of April 16, 1998, by and among the Company,
                the Bank and Mario A. Berlinghieri, incorporated by reference to
                the Company's quarterly report on form 10-Q for the first
                quarter of 1998, filed on May 8, 1998.

        *10.5   Abington Bancorp, Inc. Incentive and Nonqualified Stock Option
                Plan, as amended and restated to reflect holding company
                formation incorporated by reference to the Company's Annual
                Report for the year ended December 31, 1996 on Form 10-K filed
                on March 31, 1997.

        *10.6   Management Incentive Compensation Program dated March 1997,
                incorporated by reference to the Company's quarterly report on
                Form 10-Q for the second quarter of 1997, filed on August 13,
                1997.


                                       33

<PAGE>

        *10.7   Long Term Performance Incentive Plan dated July 1997,
                incorporated by reference to the Company's quarterly report on
                Form 10-Q for the second quarter of 1997, filed on August 13,
                1997.

        10.8    (a) Lease for office space located at 538 Bedford Street,
                Abington, Massachusetts ("Lease"), used for the Bank's principal
                and administrative offices dated January 1, 1996 incorporated by
                reference to the Company's Annual Report for the year ended
                December 31, 1996 on Form 10-K filed on March 31, 1997.
                Northeast Terminal Associates, Limited owns the property. Dennis
                E. Barry and Joseph L. Barry, Jr., who beneficially own more
                than 5% of the Company's Common Stock, are the principal
                beneficial owners of Northeast Terminal Associates, Limited.

                (b) Amendment to Lease dated December 31, 1997, incorporated by
                reference to the Company's Annual Report for the year ended
                December 31, 1997 on Form 10-K filed on March 25, 1998.

        10.9    Dividend reinvestment and Stock Purchase Plan is incorporated by
                reference herein to the Company's Registration Statement on Form
                S-3, effective January 31, 1997.

        *10.10  Abington Bancorp, Inc. 1997 Incentive and Nonqualified Stock
                Option Plan, incorporated by reference herein to Appendix A to
                the Company's proxy statement relating to its special meeting in
                lieu of annual meeting held on June 17, 1997, filed with the
                Commission on April 29, 1997.

        *10.11  (a) Special Termination Agreement dated as of July 1, 1997 among
                the Company, the Bank and Robert M. Lallo, incorporated by
                reference to the Company's quarterly report on Form 10-Q for the
                second quarter of 1997, filed on August 13, 1997.

                (b) Amendment No. 1 to Special Termination Agreement, dated as
                of April 16, 1998, by and among the Company, the Bank and Robert
                M. Lallo, incorporated by reference to the Company's quarterly
                report on Form 10-Q for the first quarter of 1998, filed on May
                8, 1998.

        *10.12  Merger Severance Benefit Program dated as of August 28, 1997,
                incorporated by reference to the Company's Quarterly Report on
                Form 10-Q for the third quarter of 1997, filed on November 15,
                1997.


                                       34

<PAGE>

        *10.13  Supplemental Executive Retirement Agreement between the Bank and
                James P. McDonough dated as of March 26, 1998, incorporated by
                reference to the Company's quarterly report on Form 10-Q for the
                first quarter of 1998, filed on May 8, 1998.

        *10.14  Deferred Stock Compensation Plan for Directors, effective July
                1, 1998 incorporated by reference to Appendix A to the Company's
                proxy statement (schedule 14A) for its 1998 Annual Meeting,
                filed with the Commission on April 13, 1998.

        11.1    A statement regarding the computation of earnings per share is
                included in Item 8 of this Report.

        13.1    Annual Report to Stockholders for the Year Ended December 31,
                1998 which is furnished for the information of the Securities
                and Exchange Commission only and is not deemed to be "filed" as
                part of this Report except to the extent expressly incorporated
                by reference herein.

        21.1    Subsidiaries of the Company.

        23.1    Consent of Accountants.

        24.1    Power of Attorney is included on signature page.

        27.1    Financial Data Schedule, December 31, 1998


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

*       Management contract or compensatory plan or arrangement.


                                       35