UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                FORM 10-QSB/A


                                 (Mark One)

           [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended December 31, 2003
                                     OR
           [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
            For the transition period from _________ to _________

                       Commission file number 01-13465

                           Falmouth Bancorp, Inc.
      (Exact name of small business issuer as specified in its charter)

            Delaware                                         04-3337685
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                    20 Davis Straits, Falmouth, MA  02540
                  (Address of principal executive offices)
                               (508) 548-3500
               (Issuer's telephone number including area code)

                                     N/A
            (Former name, former address and former fiscal year,
                        if changed since last Report)

  State the number of shares outstanding of each of the issuer's classes of
              common equity as of the latest practicable date.

                                                      Outstanding at
                  Class                              February 1, 2004
                  -----                              ----------------
      Common Stock, Par Value $.01                        916,727

         Transitional small business disclosure format (check one):
                          Yes               No     X
                               -----             -----


<PAGE>


                              EXPLANATORY NOTE

We hereby amend Items 1, 2, and 6 of our Form 10-QSB for the quarter ended
December 31, 2003 in response to comment letters received from the
Securities and Exchange Commission to: (1) revise Exhibits 31.1 and 31.2 in
accordance with Item 601 of Regulation S-B, (2) explain the procedure behind
our determination of the allowance for loan losses and the reduction in the
loan loss ratio, (3) and (4) revise our financial statements to (i) present
loans held for sale separately from total loans, (ii) to present advertising
expense, printing and stationary expense and postage expense as line items
in the statements of income and (iii) revise the statement of cash flows to
include loans originated for resale and proceeds from those loans sold in
operating activities.


<PAGE>


                           INDEX TO FORM 10-QSB/A

                                                                       Page
                                                                       ----

Forward Looking Statements                                               i
PART I.     FINANCIAL INFORMATION                                        1
ITEM 1      FINANCIAL STATEMENTS                                         1
Condensed Consolidated Balance Sheets
  December 31, 2003 And September 30, 2003                               1
Condensed Consolidated Statements Of Income
  Three Months Ended December 31, 2003 And 2002                          2
Condensed Consolidated Statements Of Changes In Stockholders' Equity     3
Three Months Ended December 31, 2003                                     3
Condensed Consolidated Statements Of Cash Flows
  For The Three Months Ended December 31, 2003 And 2002                  4
Notes to Unaudited Consolidated Financial Statements                     5
ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND OPERATING RESULTS                            8
PART II.    OTHER INFORMATION                                           13
ITEM 6      EXHIBITS AND REPORTS ON FORM 8-K                            13


<PAGE>


                         FORWARD LOOKING STATEMENTS

      This report contains certain forward looking statements consisting of
estimates with respect to the financial condition, results of operations and
business of Falmouth Bancorp, Inc. and Falmouth Co-operative Bank that are
subject to various factors which could cause actual results to differ
materially from these estimates.  These factors include, but are not limited
to:  general and local economic conditions; changes in interest rates,
deposit flows, demand for mortgages and other loans, real estate values, and
competition; changes in accounting principles, policies, or guidelines;
changes in legislation or regulation; and other economic, competitive,
governmental, regulatory, and technological factors affecting our
operations, pricing, products and services.

      Any or all of our forward-looking statements in the report and in any
other public statements we make may turn out to be wrong.  They can be
affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties.  Consequently, no forward-looking statement can be
guaranteed.

      We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events or
otherwise.


<PAGE>  i


PART I.     FINANCIAL INFORMATION

ITEM 1      FINANCIAL STATEMENTS

                   FALMOUTH BANCORP, INC. AND SUBSIDIARIES
                   ---------------------------------------
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                    -------------------------------------
                  December 31, 2003 and September 30, 2003
                  ----------------------------------------

<TABLE>
<CAPTION>
                                                                December 31,     September 30,
                                                                    2003              2003
                                                                ------------     -------------
                                                                (Unaudited)        (Audited)


                                                             <c>              <c>
ASSETS
------
Cash, due from banks and interest bearing deposits              $  1,527,997     $  3,335,059
Federal funds sold                                                 2,146,192        4,037,306
                                                                ------------     ------------
      Total cash and cash equivalents                              3,674,189        7,372,365
Investments in available-for-sale securities (at fair value)      36,344,767       37,179,799
Investments in held-to-maturity securities (fair values of
 $24,709,897 as of December 31, 2003 and $32,556,554 as of
 September 30, 2003)                                              24,709,980       32,549,241
Federal Home Loan Bank stock, at cost                                878,000          878,000
Loans held-for-sale (fair value of $840,474 at
 September 30, 2003)                                                       -          825,677
Loans, net                                                        87,665,181       82,493,801
Premises and equipment                                             1,992,932        1,911,894
Accrued interest receivable                                        1,395,336        1,333,910
Cooperative Central Bank Reserve Fund Deposit                        395,395          395,395
Other assets                                                       1,053,453        1,178,108
                                                                ------------     ------------
      Total assets                                              $158,109,233     $166,118,190
                                                                ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
  Noninterest-bearing                                           $ 20,579,585     $ 20,425,557
  Interest-bearing                                               116,999,733      125,109,413
                                                                ------------     ------------
      Total deposits                                             137,579,318      145,534,970
Securities sold under agreements to repurchase                             -                -
Federal Home Loan Bank advances                                    2,562,070        2,582,885
Other liabilities                                                    112,228          256,956
                                                                ------------     ------------
      Total liabilities                                          140,253,616      148,374,811
                                                                ------------     ------------

Stockholders' equity:
  Preferred stock, par value $.01 per share, authorized
   500,000 shares; none issued
  Common stock, par value $.01 per share, authorized
   2,500,000 shares; issued 1,454,750 shares                          14,547           14,547
  Paid-in capital                                                 14,147,775       14,093,713
  Retained earnings                                               13,740,559       13,858,343
  Unallocated Employee Stock Ownership Plan shares                  (191,068)        (213,114)
  Treasury stock (538,023 shares as of December 31, 2003;
   541,023 shares as of September 30, 2003)                       (9,525,535)      (9,578,649)
  Unearned compensation                                             (340,994)        (340,994)
  Accumulated other comprehensive loss                                10,333          (90,467)
                                                                ------------     ------------
      Total stockholders' equity                                  17,855,617       17,743,379
                                                                ------------     ------------
      Total liabilities and stockholders' equity                $158,109,233     $166,118,190
                                                                ============     ============
</TABLE>

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


<PAGE>  1


                   FALMOUTH BANCORP, INC. AND SUBSIDIARIES
                   ---------------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 -------------------------------------------

                Three Months Ended December 31, 2003 and 2002
                ---------------------------------------------
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                               December 31,    December 31,
                                                                   2003            2002
                                                               ------------    ------------


                                                             <c>             <c>
Interest and dividend income:
  Interest and fees on loans                                    $1,252,631      $1,494,869
  Interest and dividends on securities:
    Taxable                                                        285,210         338,112
    Dividends on marketable equity securities                       18,908          20,447
  Other interest                                                    11,525          30,420
                                                                ----------      ----------
    Total interest and dividend income                           1,568,274       1,883,848
                                                                ----------      ----------
Interest expense:
  Interest on deposits                                             429,570         653,351
  Interest on securities sold under agreement to repurchase              -           1,983
  Interest on Federal Home Loan Bank advances                       32,848          62,453
                                                                ----------      ----------
    Total interest expense                                         462,418         717,787
                                                                ----------      ----------
    Net interest and dividend income                             1,105,856       1,166,061
  Provision for loan losses                                              -               -
                                                                ----------      ----------
    Net interest and dividend income after provision for
     loan losses                                                 1,105,856       1,166,061
                                                                ----------      ----------
Other income:
  Service charges on deposit accounts                               60,745          50,365
  Securities gains (losses), net                                    16,802         (76,587)
  Net gains on sales of loans                                       40,432         325,311
  Loan servicing fees                                               15,112           6,600
  Other income                                                      60,524          87,800
                                                                ----------      ----------
    Total other income                                             193,615         393,489
                                                                ----------      ----------
Other expense:
  Salaries and employee benefits                                   565,334         487,679
  Occupancy expense                                                 59,139          40,981
  Equipment expense                                                 52,213          44,824
  Data processing expense                                          129,605          88,705
  Directors' fees                                                   19,365          18,610
  Legal and professional fees                                      151,894          77,795
  Writedowns of mortgage servicing rights                           16,061          53,855
  Advertising expense                                               34,970          23,369
  Printing and stationary expense                                   23,296          18,518
  Postage Expense                                                   18,669          10,184
  Other expenses                                                   131,340          97,062
                                                                ----------      ----------
  Total other expenses                                           1,201,886         961,582
                                                                ----------      ----------
  Income before income taxes                                        97,585         597,968
Income taxes                                                        96,441         222,850
                                                                ----------      ----------
  Net income                                                    $    1,144      $  375,118
                                                                ==========      ==========

  Comprehensive income                                          $  101,944      $  537,687
                                                                ==========      ==========

    Earnings per common share                                   $     0.00      $     0.43
                                                                ==========      ==========
    Earnings per common share, assuming dilution                $     0.00      $     0.41
                                                                ==========      ==========
</TABLE>

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


<PAGE>  2


                   FALMOUTH BANCORP, INC. AND SUBSIDIARIES
                   ---------------------------------------

    CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
    --------------------------------------------------------------------

                    Three Months Ended December 31, 2003
                    ------------------------------------
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                   Unallocated                            Accumulated
                                                                    Employee                                 Other
                                                                      Stock                                 Compre-
                                                                    Ownership                               hensive
                                 Common    Paid-In     Retained       Plan       Treasury     Unearned      Income
                                 Stock     Capital     Earnings      Shares       Stock     Compensation    (Loss)       Total
                                 ------    -------     --------    -----------   --------   ------------  -----------    -----


                             <c>      <c>          <c>          <c>         <c>           <c>          <c>         <c>
Balance, September 30, 2003     $14,547  $14,093,713  $13,858,343  $(213,114)  $(9,578,649)  $(340,994)   $ (90,467)  $17,743,379
Employee Stock Ownership Plan                 41,664                                                                       41,664
ESOP shares released                                                  22,046                                               22,046
Recognition and retention plan                25,387                                                                       25,387
Exercise of stock options and
 related tax benefit                         (12,989)                               53,114                                 40,125
Dividends declared ($.13
 per share)                                              (118,928)                                                       (118,928)
Comprehensive income:
  Net income                                                1,144
  Net change in unrealized
   holding gain on available-
   for-sale securities                                                                                      100,800
  Comprehensive income                                                                                                    101,944
                                -------  -----------  -----------  ---------   -----------   ---------    ---------   -----------
Balance, December 31, 2003      $14,547  $14,147,775  $13,740,559  $(191,068)  $(9,525,535)  $(340,994)   $  10,333   $17,855,617
                                =======  ===========  ===========  =========   ===========   =========    =========   ===========

                    Three Months Ended December 31, 2002
                    ------------------------------------
                                 (Unaudited)

<CAPTION>
                                                                   Unallocated                            Accumulated
                                                                    Employee                                 Other
                                                                      Stock                                 Compre-
                                                                    Ownership                               hensive
                                 Common    Paid-In     Retained       Plan       Treasury     Unearned      Income
                                 Stock     Capital     Earnings      Shares       Stock     Compensation    (Loss)       Total
                                 ------    -------     --------    -----------   --------   ------------  -----------    -----


                             <c>      <c>          <c>          <c>         <c>           <c>          <c>         <c>
Balance, September 30, 2002     $14,547  $13,981,543  $13,735,221  $(301,299)  $(9,807,890)  $(477,088)   $(806,301)  $16,338,733
Employee Stock Ownership Plan                 32,720                                                                       32,720
ESOP shares released                                                  22,047                                               22,047
Recognition and retention plan                26,618                                                                       26,618
Exercise of stock options and
 related tax benefit                          (4,152)                               31,763                                 27,611
Dividends declared ($.13
 per share)                                              (117,179)                                                       (117,179)
Comprehensive income:
  Net income                                              375,118
  Net change in unrealized
   holding gain on available-
   for-sale securities                                                                                      162,569
  Comprehensive income                                                                                                    537,687
                                -------  -----------  -----------  ---------   -----------   ---------    ---------   -----------
Balance, December 31, 2002      $14,547  $14,036,729  $13,993,160  $(279,252)  $(9,776,127)  $(477,088)   $(643,732)  $16,868,237
                                =======  ===========  ===========  =========   ===========   =========    =========   ===========
</TABLE>

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


<PAGE>  3


                   FALMOUTH BANCORP, INC. AND SUBSIDIARIES
                   ---------------------------------------
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               -----------------------------------------------

            For the Three Months Ended December 31, 2003 and 2002
            -----------------------------------------------------
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                           December 31,     December 31,
                                                                               2003             2002
                                                                           ------------     ------------


                                                                        <c>              <c>
Cash flows from operating activities
  Net income                                                               $     1,144      $    375,118
    Adjustments to reconcile net income to net cash
     provided by operating activities:
      Realized (gains) losses on available-for-sale investment
       securities, net                                                         (16,802)           76,587
      Amortization of investment securities, net                               741,049           297,975
      Provision for loan loss                                                        -                 -
      Change in deferred loan costs net of origination fees                     (1,992)          (50,735)
      Decrease in loans held-for-sale                                          825,677           642,000
      Decrease (increase) in mortgage servicing rights                          23,844          (106,726)
      Depreciation and amortization                                             45,106            42,641
      (Increase) decrease in accrued interest receivable                       (61,426)           93,346
      (Increase) decrease in prepaid expenses                                  (72,438)           23,072
      Increase in other assets                                                    (633)          (57,006)
      Recognition and retention plan (RRP)                                      25,387            26,618
      (Decrease) increase  in accrued expenses                                 (81,507)            7,331
      Increase (decrease) in taxes payable                                     183,553          (105,765)
      Increase (decrease) in accrued interest payable                                4               (28)
      Decrease in other liabilities                                            (63,225)         (360,271)
                                                                           -----------      ------------
    Net cash provided by operating activities                                1,547,741           904,157
                                                                           -----------      ------------
Cash flows from investing activities
  Purchases of available-for-sale securities                                (1,988,046)       (6,687,065)
  Proceeds from sales of available-for-sale securities                           7,625            93,941
  Proceeds from maturities of available-for-sale securities                  2,570,084         4,531,090
  Purchases of held-to-maturity securities                                  (2,025,540)      (11,317,034)
  Proceeds from maturities of held-to-maturity securities                    9,477,052         9,566,052
  Loan originations and principal collections, net                          (5,169,588)        9,618,362
  Recoveries of previously charged off loans                                       200                 -
  Capital expenditures                                                        (126,144)          (17,331)
                                                                           -----------      ------------
    Net cash provided by investing activities                                2,745,643         5,788,015
                                                                           -----------      ------------
Cash flows from financing activities:
  Net (decrease) increase in demand deposits, NOW and savings accounts      (4,835,357)          627,582
  Net decrease in time deposits                                             (3,120,295)       (2,203,342)
  Net increase in securities sold under agreements to repurchase                     -           110,589
  Repayments of Federal Home Loan Bank long-term advances                      (24,815)          (23,400)
  Net change in Federal Home Loan Bank short-term advances                       4,000                 -
  Redemption of preferred shares relative to minority interests                      -            (2,000)
  Proceeds from exercise of stock options                                       40,125            27,611
  Employee Stock Ownership Plan                                                 41,664            32,720
  Unallocated ESOP shares released                                              22,046            22,047
  Dividends paid                                                              (118,928)         (117,179)
                                                                           -----------      ------------
    Net cash used in financing activities                                   (7,991,560)       (1,525,372)
                                                                           -----------      ------------

(Decrease) increase in cash and cash equivalents                            (3,698,176)        5,166,800
Cash and cash equivalents at beginning of period                             7,372,365         7,422,584
                                                                           -----------      ------------
Cash and cash equivalents at end of period                                 $ 3,674,189      $ 12,589,384
                                                                           ===========      ============

Supplemental disclosures
  Interest paid                                                            $   462,414      $    717,815
  Income taxes paid                                                             87,112           328,615
</TABLE>

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


<PAGE>  4


                           FALMOUTH BANCORP, INC.
                           ----------------------
                              AND SUBSIDIARIES
                              ----------------

            Notes to Unaudited Consolidated Financial Statements

      Note 1 - Basis of Presentation

      The condensed consolidated financial statements of Falmouth Bancorp,
Inc. (the "Company") and its subsidiaries presented herein are unaudited and
should be read in conjunction with the consolidated financial statements of
the Company for the year ended September 30, 2003.  The results of
operations for the three-month period ended December 31, 2003 are not
necessarily indicative of the results to be expected for the full year.  All
material intercompany balances and transactions have been eliminated in
consolidation.  In the opinion of management, the condensed consolidated
financial statements reflect all adjustments (consisting solely of normal
recurring adjustments) necessary for a fair presentation of results for the
interim periods.  The year-end condensed balance sheet was derived from
audited financial statements, but does not include all disclosures required
by accounting principles generally accepted in the USA (GAAP).

      Note 2 - Accounting Policies

      The accounting and reporting policies of the Company conform to GAAP
and prevailing practices within the banking industry.  The interim financial
information should be read in conjunction with the Company's 2003 Annual
Report which is an exhibit to Form 10-KSB/A.  The Form 10-KSB for the fiscal
year ended September 30, 2003 was amended to segregate loans held-for sale
from loans held in portfolio.  This 10-QSB/A includes an additional line in
the balance sheet to show the loans that are held-for-sale.  Also GAAP
requires that the origination and sale of loans classified as held-for-sale
be reported in the operating activities section of the statement of cash
flows.  Previously the effects of the origination and sale of loans were
presented in the investing activities section as a component of the line
item "Loan originations and principal collections, net."

      Management is required to make estimates and assumptions that affect
amounts reported in the consolidated financial statements.  Actual results
could differ significantly from those estimates.

      Note 3 - Impact of New Accounting Standards

      Statement of Financial Accounting Standards No. 142 requires that
goodwill no longer be amortized to earnings, but instead be reviewed for
impairment.  The amortization of goodwill ceases upon adoption of the
statement.  All of the provisions of SFAS No. 142 were effective for the
Company beginning with its fiscal year ending September 30, 2003.  The
adoption of SFAS No. 142 did not have an impact on the Company's
consolidated financial statements.

      In August 2001, the FASB issued SFAS No. 144 "Accounting for
Impairment or Disposal of Long Lived Assets."  The provisions of SFAS No.
144 are required to be adopted starting with fiscal years beginning after
December 15, 2001.  The adoption of this statement did not have a material
impact on the Company's consolidated financial statements.


<PAGE>  5


      In June 2003, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities."  This statement requires that
a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is
incurred.  SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002.  This statement did not have a
material impact on the Company's consolidated financial statements.

      In October 2002, the FASB issued SFAS No. 147 "Acquisitions of Certain
Financial Institutions," an Amendment of SFAS Nos. 72 and 144 and FASB
Interpretation No. 9 SFAS No. 72 "Accounting for Certain Acquisitions of
Banking or Thrift Institutions" and FASB interpretation No. 9 "Applying APB
Opinions No. 16 and 17 When a Savings and Loan Association Is Acquired in a
Business Combination Accounted for by the Purchase Method" that provided
interpretive guidance on the application of the purchase method to
acquisitions of financial institutions.  SFAS No. 147 was effective October
1, 2003.  There was no impact on the Company's consolidated financial
statements on adoption of this statement.

      In May 2003, FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
 SFAS No. 150 requires that certain financial instruments classified as
equity must be classified as a liability.  Most of the guidance in SFAS No.
150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003.  This statement did not have
any material effect on the Company's consolidated financial statements.

      Note 4 - Accounting for Stock-Based Compensation.

      Statement of Financial Accounting Standards No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment to FASB
Statement No. 123 (SFAS No. 148)" was issued by FASB in December 2002.  This
new Statement requires, in interim financial statements, certain new
disclosures about stock-based compensation.  Management measures stock-based
compensation in accordance with APB Opinion No. 25.  The following table
illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provision of SFAS No. 123 "Accounting
for Stock-Based Compensation" to stock-based compensation.


<PAGE>  6


<TABLE>
<CAPTION>
                                                     Three months ended
                                                        December 31,
                                                   ----------------------
                                                     2003          2002
                                                   ----------------------


                                                <c>          <c>
Net income                                         $ 1,144      $ 375,118
Stock based compensation expense
 determined under fair value method,
 net of tax benefit                                 (4,799)        (4,799)
                                                                ---------
Pro forma net income (loss)                        $(3,655)     $ 370,319
                                                                =========

Earnings (loss) per share:
Basic as reported                                  $  0.00      $    0.43
                                                   =======      =========
Basic - pro forma                                  $  0.00      $    0.43
                                                   =======      =========

Diluted as reported                                $  0.00      $    0.41
                                                   =======      =========
Diluted - pro forma                                $  0.00      $    0.40
                                                   =======      =========
</TABLE>

      Note 5 - Dividends

      On November 18, 2003, the Board of Directors of the Company declared a
quarterly cash dividend of $0.13 per share of common stock, which was paid
on December 23, 2003 to stockholders of record at the close of business on
December 9, 2003.

      Note 6 - Recent Developments

      During the quarter ended December 31, 2003, the Company released 3,000
shares due to exercised employee stock options. At December 31, 2003, the
Company had 538,023 treasury shares.

      Note 7 - Contingency

      On January 8, 2004, Independent Bank Corp. ("Independent"), INDB Sub,
Inc. ("INDB") and the Company entered into an Agreement and Plan of Merger
(the "Agreement") between Independent, INDB, an interim de novo wholly-owned
subsidiary of Independent, and the Company.  Under the terms of the
Agreement, Independent will acquire the Company in a part cash, part stock
transaction.  The acquisition is subject to customary conditions, including
shareholder and regulatory approval, and is expected to be completed mid-
year 2004.


<PAGE>  7


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         OPERATING RESULTS

General

      Falmouth Bancorp, Inc. (the "Company" or "Bancorp"), a Delaware
corporation, is the holding company for Falmouth Co-operative Bank, a
Massachusetts chartered stock co-operative bank, which is doing business as
Falmouth Bank (the "Bank" or "Falmouth"). At December 31, 2003, there were
916,727 shares outstanding.  The Company's stock trades on the American
Stock Exchange under the symbol "FCB."

      On January 8, 2004, the Board of Directors of the Company approved,
and the Company entered into, an Agreement and Plan of Merger, dated as of
January 8, 2004, between Independent Bank Corp., INDB Sub, Inc. and the
Company whereby Independent will acquire the Company in a part cash, part
stock transaction valued at approximately $36.9 million, including
approximately $2.5 million in cash that will be paid to Company option
holders in exchange for the cancellation of those options.  The $36.9
million transaction value is derived by using Independent's closing price
per share on January 8, 2004 of $29.00 for the stock component of the
transaction.  The terms of the Agreement call for half of the outstanding
shares of the Company to be converted into the right to receive 1.28 shares
of Independent common stock per share of Company common stock and for the
other half of the outstanding shares of the Company to be purchased for
$38.00 cash per share of Company common stock.

      The transaction is subject to the approval of the Company's
shareholders and various regulatory authorities.  If approved, it is
anticipated the transaction will be finalized mid-year 2004.

      The Company's sole business activity is ownership of the Bank.  The
Company also makes investments in long and short-term marketable securities
and other liquid investments.  The business of the Bank consists of
attracting deposits from the general public and local businesses and using
these funds to originate primarily residential and commercial real estate
loans located in Falmouth, Massachusetts and surrounding areas and to invest
in United States Government and Agency securities.  To a lesser extent, the
Bank engages in various forms of consumer and home equity lending.  The
Bank's business strategy is to operate as a profitable community bank
dedicated to financing home ownership, small business, and consumer needs in
its market area and to provide personal, high quality service to its
customers.

Critical Accounting Policies

      The Notes to our Audited Consolidated Financial Statements for the
year ended September 30, 2003, included in our Form 10-KSB/A, which was
filed with the Securities and Exchange Commission on February 13, 2004,
contain a summary of our significant accounting policies.  We believe our
policies with respect to the methodology for our determination of the
allowance for loan losses, the valuation of mortgage servicing rights and
asset impairment judgments, and other than temporary declines in the value
of our securities, involve a higher degree of complexity and require
management to make difficult and subjective judgments which often require
assumptions or estimates


<PAGE>  8


about highly uncertain matters.  Changes in these judgments, assumptions or
estimates could cause reported results to differ materially.  These critical
policies and their application are periodically reviewed by the Audit
Committee and the Company's Board of Directors.

Comparison of Financial Condition at December 31, 2003
 and September 30, 2003.

      The Company's total assets decreased by $8.0 million, or 4.8%, from
$166.1 million at September 30, 2003 to $158.1 million at December 31, 2003.
 Total deposits decreased $8.0 million or 5.5%, from $145.5 million at
September 30, 2003 to $137.6 million at December 31, 2003. This decrease was
due, in part, to seasonal withdrawals from demand deposits accounts, money
market accounts and certificates of deposit; and, in part, to a recent
upward trend in the equities market during the period.  Total net loans were
$87.7 million or 63.7% of total deposits at December 31, 2003, as compared
to $83.3 million or 57.2% of total deposits at September 30, 2002,
representing an increase of $4.4 million for the quarter.  This increase was
due, in part, to the Bank's decision to selectively retain some of its
current higher yielding loan production for portfolio rather than selling it
on the secondary market.  Investment securities were $61.9 million or 39.2%
of total assets at December 31, 2003, as compared to $70.6 million or 42.5%
of total assets at September 30, 2003.  Investment securities decreased $8.7
million or 12.32%, in part, due to maturing and called investment
securities.  The proceeds were used to fund loans held for investment and
deposit outflows.

      Borrowed funds from the Federal Home Loan Bank of Boston decreased
$21,000 from $2.6 million at September 30, 2003 to $2.6 million at December
31, 2003.  The decrease was the result of normal amortization of long term
borrowings combined with a short-term advance of $4,000 that was the result
of normal cash management operations with FHLB.

      Stockholders' equity was $17.9 million at December 31, 2003, and $17.7
million at September 30, 2003.  The change in stockholders' equity was due
to an increase in accumulated other comprehensive income of $101,000,
changes in capital due to annual entries effecting the Bank's Employee Stock
Ownership Plan, Employee Stock Option Plan and the Employee Recognition and
Retention Plan of $129,000, offset, in part, by and the payment of a cash
dividend of $119,000.  The ratio of stockholders' equity to total assets was
11.3% at December 31, 2003, and the book value per share of common stock was
$19.48 at December 31, 2003, compared to 10.7% and $19.43, respectively, at
September 30, 2003.

      The ratio of the allowance for loan losses to total loans was 0.86% at
December 31, 2003.  Management believes the allowance is adequate based
upon, among other things, past loss experience, prevailing economic
conditions, and the level of credit risk in the loan portfolio.  However,
the Bank, during its regular reviews of delinquencies and its loan
portfolio, may provide additional provisions as deemed necessary to maintain
a sufficient allowance for the loan loss to total loan ratio.

      Net Income.  The Company's net income for the three months ended
December 31, 2003 was $1,000, as compared to $375,000 for the three months
ended December 31, 2002.  The decrease in net income of $374,000 was due, in
part, to a decrease in interest and dividend income of $316,000 that was
offset, in part, by a decrease in interest expense of $255,000.  Other key
factors included a decrease in other income of $200,000, an increase in
other expenses of $240,000 and a decrease in income taxes of $126,000.  The
increase in other expenses was related, in part, to costs associated


<PAGE>  9


with potential merger activities, which totaled $91,000 in added legal and
professional fees for the three-month period ended December 31, 2003. The
additional costs associated with the proposed plan of merger are expected to
continue to rise sharply in the next two quarters. The annualized return on
average assets (ROA) for the three months ended December 31, 2003 was 0.00%,
a decrease of 96 basis points, as compared to 0.96% for the same period of
the prior year.

      Interest and Dividend Income.  Total interest and dividend income for
the three months ended December 31, 2003 was $1.6 million, a decrease of
$316,000, as compared to $1.9 million for the three month period ended
December 31, 2002.  The decrease was attributable to a decrease in interest
and fees on loans of $242,000, which was the result of continuing historically
low interest rates, and a decrease in loans held for investment, and a
decrease in interest on debt securities, dividends on equity securities and
other interest of $74,000.

      Interest Expense.  Total interest expense for the three months ended
December 31, 2003 was $462,000 as compared to $718,000 for the same period of
the prior year, a decrease of $256,000.  The decrease in interest expense was
primarily due to declining short term interest rates, partially offset by a
$3.4 million growth in interest bearing deposits for the twelve months ended
December 31, 2003.

      Net Interest and Dividend Income.  Net interest and dividend income
was $1.1 million for the three-month period ended December 31, 2003 and $1.2
million for the three months ended December 31, 2002.  The $60,000 decrease
was the result of a $316,000 decrease in interest and dividend income,
offset by a $255,000 decrease in interest expense. The net interest margin
for the three months ended December 31, 2003 was 2.86%, a decrease of 28
basis points, as compared to 3.14% for the three months ended December 31,
2002.  The decrease in net interest margin was primarily the result of a
decrease in the yield on interest earning assets.

      Provision for Loan Losses.  Although net loans increased by $4.3
million for the three months ended December 31, 2003, primarily in 1-4
family residential loans, the Company made no additional provision to its
allowance for loan losses during the quarter ended December 31, 2003,
because management believed the provision to be adequate.  Although the
provision was deemed adequate based on the Company's delinquency and loan
loss record, management believes that additional provisions may be added
during the quarter ending March 31, 2004 as the loan portfolio is expected
to expand slightly during the period. The expected expansion in the loan
portfolio is the result of the Company's intent to place additional loans in
portfolio and sell fewer 1-4 family residential loans in the secondary
market.

      The Company's allowance for loan loss was 0.86% of total loans at
December 31, 2003 as compared to 0.91% at September 30, 2003.  On December
31, 2003 the Company had no loans 60 or more days delinquent, no small
commercial loans overdue and no non-performing loans.

      The allowance for loan losses is maintained at a level determined to
be adequate by management to absorb future charge-offs of loans deemed
uncollectible.  This allowance is increased by provisions charged to income
and by recoveries on loans previously charged off, and reduced by benefits
for loan losses credited to income and charge-offs.  Arriving at an
appropriate level of allowance for loan losses necessarily involves a high
degree of judgment and is determined based on management's ongoing
evaluation.


<PAGE>  10


      We maintain an allowance for loan losses at a level which we believe
is sufficient to cover potential charge-offs of loans deemed to be
uncollectible based on a continuous review of a variety of factors.  These
factors consist of the character and size of the loan portfolio, business
and economic conditions, loan growth, charge-off experience, delinquency
trends, non-performing loan trends and other asset quality factors.  The
primary means of adjusting the level of this allowance is through provisions
(benefits) for loan losses, which are established and charged (credited) to
income on a quarterly basis.  Although we use available information to
establish the appropriate level of the allowance for loan losses, future
additions to the allowance may be necessary because our estimates of the
potential losses in our loan portfolio are susceptible to change as a result
of changes in the factors noted above.  Any such increase would adversely
affect our results of operations.

      For the commercial business loan and commercial real estate loan
portfolios, we evaluate each loan rated "substandard" or worse.  On an
ongoing basis, we review classified loans to ensure the accuracy of the loan
classifications.  Estimated reserves for each of these credits are
determined by reviewing current collateral value, financial information,
cash flow, payment history and trends and other relevant facts surrounding
the particular credit.  Provisions for losses on the remaining commercial
loans are based on pools of similar loans using historical loss experience
and other qualitative factors.

      For the residential real estate and consumer loan portfolios, the
range of reserves is calculated by applying historical charge-offs and
recovery experience to the current outstanding balance in each loan
category, with consideration given to loan growth over the preceding twelve
months.

      Other Income.  Other income for the three-month period ended December
31, 2003 was $194,000, as compared to $393,000 for the three months ended
December 31, 2002.  The $199,000 decrease was primarily the result of an
increase in service charge income of $10,000, an increase in net gains on
sales of investment securities of $93,000, and an increase in loan servicing
fee income of $9,000.  This was offset, in part, by a decrease in gains on
sales of mortgage loans of $285,000 and a decrease in other income of
$27,000.

      Operating Expenses.  Operating expenses for the three months ended
December 31, 2003 were $1,202,000, as compared to $962,000 for the three
months ended December 31, 2002.  The $240,000 increase was primarily due to
the combination of an increase in salaries and employee benefits of $78,000,
an increase in occupancy expense of $18,000, an increase in equipment
expense of $7,000, and an increase in data processing expense of $41,000, an
increase in legal and professional costs of $76,000, and an increase in
other expenses of $57,000, combined with a decrease in the write downs of
mortgage servicing assets of $38,000.  The increase in legal and
professional costs was primarily due to the one time additional costs
associated with the proposed merger agreement of $91,000. The increase in
other operating expenses can be primarily attributed to the costs associated
with the Bank's newest branch, opened in Bourne, Massachusetts, in November
2003.  The annualized ratio of operating expenses to average total assets
for the three months ended December 31, 2003 was 3.04%, as compared to 2.53%
for the three-month period ended December 31, 2002, an increase of 51 basis
points.


<PAGE>  11


Liquidity and Capital Resources

      The Bank's primary sources of funds consist of deposits, repayment and
prepayment of loans and mortgaged-backed securities, maturities of
investments and interest-bearing deposits, and funds provided from
operations.  While scheduled repayments of loans and mortgage-backed
securities and maturities of investment securities are predictable sources
of funds, deposit flows and loan prepayments are greatly influenced by the
general level of interest rates, economic conditions and competition.  The
Bank uses its liquidity resources principally to fund existing and future
loan commitments, to fund net deposit outflows, to invest in other interest-
earning assets, to maintain liquidity, and to meet operating expenses.

      The Bank is required to maintain adequate levels of liquid assets.
This guideline, which may be varied depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term
borrowings.  The Bank has historically maintained a level of liquid assets
in excess of regulatory requirements.  The Bank's liquidity ratio at
December 31, 2003 was 47.5%.

      A major portion of the Bank's liquidity consists of short-term
securities obligations.  The level of these assets is dependent on the
Bank's operating, investing, lending and financing activities during any
given period.  At December 31, 2003, regulatory liquidity totaled $65.9
million.  The primary investing activities of the Bank include origination
of loans and the purchase of investment securities.

      Liquidity management is both a daily and long-term function of
management.  If the Bank requires funds beyond its ability to generate them
internally, the Bank believes that it could borrow additional funds from the
Federal Home Loan Bank of Boston ("FHLB").  At December 31, 2003, the Bank
had outstanding advances from the FHLB in the amount of $2.6 million in
short and long-term borrowings.  As these advances mature, they will be
repaid or re-written as long-term matched borrowings which will assist the
match of rate sensitive assets to rate sensitive liabilities.

      At December 31, 2003, the Bank had $5.4 million in outstanding
residential and commercial commitments to originate loans, as well as $24.7
million in unadvanced loan commitments.  If the Bank anticipates that it may
not have sufficient funds available to meet its current loan commitments it
may commence further matched borrowing from the FHLB. Certificates of
deposit that are scheduled to mature in one year or less totaled $36.8
million at December 31, 2003. Based on historical experience, management
believes that a significant portion of such deposits will remain with the
Bank.

      At December 31, 2003 the Bank exceeded all of its regulatory capital
requirements.

Off Balance Sheet Arrangements

      The Company does not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on the Company's
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.


<PAGE>  12


PART II.    OTHER INFORMATION

ITEM 6      EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit 3.2, Amended and Restated Bylaws of Falmouth Bancorp, Inc.
      Exhibit 31.1, Certification of Chief Executive Officer Furnished
      Pursuant to Section 302 of the Sarbanes-Oxley Act.
      Exhibit 31.2, Certification of Chief Financial Officer Furnished
      Pursuant to Section 302 of the Sarbanes-Oxley Act.
      Exhibit 32.1, Statement of Chief Executive Officer Furnished Pursuant
      to Section 906 of the Sarbanes-Oxley Act.
      Exhibit 32.2, Statement of Chief Financial Officer Furnished Pursuant
      to Section 906 of the Sarbanes-Oxley Act.

(b)   Reports on Form 8-K

      The Company furnished a Form 8-K with the Securities and Exchange
Commission, dated November 7, 2003, reporting under Item 12 a press release
dated November 7, 2003 describing fourth quarter earnings.


<PAGE>  13


                                 SIGNATURES

      In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           FALMOUTH BANCORP, INC.
                                (REGISTRANT)

Date: April 5, 2004                    By:  / s/ Santo P. Pasqualucci
                                            -------------------------------
                                            Santo P. Pasqualucci
                                            President and Chief Executive
                                            Officer


Date: April 5, 2004                    By:  /s/ George E. Young, III
                                            -------------------------------
                                            George E. Young, III
                                            Senior Vice President and Chief
                                            Financial Officer


<PAGE>  14