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Bay State Bancorp, Inc.
1299 Beacon Street, Brookline, MA 02146 * (617) 739-9500

The company is a Delaware corporation organized at the direction of the Bank to become a savings and loan holding company and own all of the Bank's capital stock to be issued upon its conversion from mutual form to stock form.

Primary Underwriting Group
ManagerTierPhone
Sandler O'Neill & Partners. L.P.Lead Manager (212) 466-7737

Offering Information
AMEX:BYS Financial: SIC 6035
Type of Shares:Common Shares Filing Date:11/13/97
U.S. Shares:2,041,000 Offer Date:3/30/98
Non-U.S. Shares:0 Filing Price:$20.00
Primary Shares:2,041,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$0.00
Offering Amount: $40,820,000 Selling:$0.00
Expenses:$860,000 Reallowance:$0.00
Post-IPO Shares: -

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Muldoon, Murphy & Faucette
Bank's Law Firm: Serchuk & Zelemyer
Auditor: Shatswell, MacLeod & Company, P.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
3/31/97 9/30/97 9/30/96 9/30/97
Revenue:$17.88$9.41$8.80Assets:$247.76
Net Income:$1.13$0.70$0.22Curr Assets:
EPS:Liabilities:$227.97
Prior EPS:Curr Liab:$202.16
Cash Flow/Oper:$1.13$1.13$1.04Equity:$19.79
Cash Flow/Fin:$11.99$13.52$7.06Cash:$3.67
Cash Flow/Inv:-$18.02-$13.60

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Barbara L. OlafssonCorporate Secretary
Denise M. RenaghanExecutive Vice President and Chief Operating Officer
John F. MurphyPresident, Chief Executive Officer, Treasurer and Chairman of the Board of Directors57

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