SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)

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

     For the quarterly period ended March 31, 2002
                                    --------------

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________.

                           Commission File No. 0-25903


                                IBT Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            Pennsylvania                                 25-1532164
         -------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. employer identification no.)


309 Main Street, Irwin, Pennsylvania                       15642
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (zip code)


                                 (724) 863-3100
- --------------------------------------------------------------------------------
                 Issuer's telephone number, including area code

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

                        YES      X                NO
                            ------------             ------------

   Number of shares of Common Stock outstanding as of May 01, 2002: 2,982,655
                                                                    ---------




                                IBT BANCORP, INC.

                                  Contents
                                  --------



                                                                                                              Pages
                                                                                                              -----
PART I - FINANCIAL INFORMATION
                                                                                                            
     Item 1.     Financial Statements..............................................................................

                Consolidated statements of financial condition at March 31, 2002
                (unaudited) and December 31, 2001..............................................................   1

                Consolidated statements of operations (unaudited) for the three months
                ended March 31, 2002 and 2001 ..................................................................  2

                Consolidated statements of cash flows (unaudited) for the three months
                ended March 31, 2002 and 2001...................................................................  3

                Notes to financial statements...................................................................  4


     Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.....................................................................  5

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk.....................................   9

PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings..............................................................................  10

     Item 2.    Changes in Securities and Use of Records.......................................................  10

     Item 3.    Defaults upon Senior Securities................................................................  10

     Item 4.    Submission of Matters to a Vote of Security-Holders............................................  10

     Item 5.    Other Information..............................................................................  10

     Item 6.    Exhibits and Reports on Form 8-K...............................................................  11

Signatures.....................................................................................................  12






       CONSOLIDATED BALANCE SHEETS

       IBT BANCORP, INC. AND SUBSIDIARY



                                                                                        March 31, 2002          December 31, 2001
                                                                                        --------------          -----------------
                                                                                         (unaudited)               (unaudited)
                                                                                        --------------          -----------------
                                                                                                      
        ASSETS
         Cash and due from banks                                                   $       11,486,425         $         16,751,407
         Interest-bearing deposits in banks                                                 6,377,400                    7,373,528
         Federal funds sold                                                                11,306,000                    1,094,000
         Certificates of deposit                                                              100,000                      100,000
         Securities available for sale                                                    169,803,370                  160,866,698
         Federal Home Loan Bank stock, at cost                                              2,101,800                    2,101,800
         Loans, net                                                                       317,425,313                  315,131,774
         Premises and equipment, net                                                        4,629,542                    4,655,510
         Other assets                                                                      16,143,012                   15,969,430
                                                                                   ------------------         --------------------
       Total Assets                                                                $      539,372,862         $        524,044,147
                                                                                   ==================         ====================
       LIABILITIES AND STOCKHOLDERS' EQUITY

       Liabilities
         Deposits
           Non-interest bearing                                                    $       72,623,669         $         70,121,716
           Interest-bearing                                                               358,666,328                  352,340,377
                                                                                   ------------------         --------------------
           Total deposits                                                                 431,289,997                  422,462,093

         Repurchase agreements                                                             13,427,503                   11,207,072
         Accrued interest and other liabilities                                             4,625,881                    5,650,276
         Long-term debt                                                                    40,000,000                   35,000,000
                                                                                   ------------------         --------------------
         Total liabilities                                                                489,343,381                  474,319,441

       Stockholders' Equity
         Capital stock, par value $1.25 per share,
            50,000,000 shares authorized,
            3,023,799 shares issued,  2,982,655 and 2,985,695
            shares outstanding at March 31, 2002 and
            December 31, 2001, respectively                                                 3,779,749                    3,779,749
         Surplus                                                                            2,073,102                    2,073,102
         Retained earnings                                                                 45,149,214                   43,613,936
         Accumulated other comprehensive income                                               207,929                    1,342,672
                                                                                   ------------------         --------------------
                                                                                           51,209,994                   50,809,459
         Less:  Treasury stock, at cost                                                    (1,180,513)                  (1,084,753)
                                                                                   ------------------         ---------------------
         Total stockholders' equity                                                        50,029,481                   49,724,706
                                                                                   ------------------         --------------------
       Total Liabilities and Stockholders' Equity                                  $      539,372,862         $        524,044,147
                                                                                   ==================         ====================

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


                                       1


   CONSOLIDATED STATEMENTS OF INCOME

   IBT BANCORP, INC. AND SUBSIDIARY



                                                                                         Three Months Ended March 31,
                                                                                -------------------------------------------
                                                                                          2002                     2001
                                                                                -----------------         -----------------
                                                                                               (unaudited)
                                                                                -------------------------------------------
                                                                                                  
   Interest Income
      Loans, including fees                                                     $       5,890,544         $       6,052,561
      Investment securities                                                             2,275,029                 2,741,558
      Federal funds sold                                                                   42,399                    77,337
                                                                                -----------------         -----------------

      Total interest income                                                             8,207,972                 8,871,456
   Interest Expense
      Deposits                                                                          2,648,873                 3,950,209
      Long-term debt                                                                      516,402                   424,228
      Repurchase agreements                                                                42,101                    96,249
                                                                                -----------------         -----------------

      Total interest expense                                                            3,207,376                 4,470,686
                                                                                -----------------         -----------------
   Net Interest Income                                                                  5,000,596                 4,400,770
   Provision for Loan Losses                                                              250,000                    75,000
                                                                                -----------------         -----------------
   Net Interest Income after Provision
      for Loan Losses                                                                   4,750,596                 4,325,770

   Other Income (Losses)
   Service fees                                                                           592,604                   382,336
   Investment security gains                                                               46,924                    75,646
   Investment security losses                                                                   -                    (2,188)
      Other income                                                                        695,812                   343,620
                                                                                -----------------         -----------------

      Total other income                                                                1,335,340                   799,414
   Other Expenses
      Salaries                                                                          1,115,323                   967,254
      Pension and other employee benefits                                                 303,795                   292,512
      Occupancy expense                                                                   316,102                   279,098
      Data processing expense                                                             166,884                   163,824
      ATM expense                                                                          84,107                    96,144
      Other expenses                                                                      863,499                   801,962
                                                                                -----------------         -----------------

      Total other expenses                                                              2,849,710                 2,600,794
                                                                                -----------------         -----------------
   Income Before Income Taxes                                                           3,236,226                 2,524,390
   Provision for Income Taxes                                                             805,240                   759,238
                                                                                ------------------        -----------------
      Net Income                                                                $       2,430,986         $       1,765,152
                                                                                =================         =================

   Basic Earnings per Share                                                     $            0.81         $            0.59
                                                                                =================         =================
   Diluted Earnings per Share                                                   $            0.81         $            0.59
                                                                                =================         =================
   Dividends per Share                                                          $            0.30         $            0.26
                                                                                =================         =================


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

                                      2


       CONSOLIDATED STATEMENTS OF CASH FLOWS

       IBT BANCORP, INC. AND SUBSIDIARY


                                                                                            Three  Months Ended March 31,
                                                                                      ---------------------------------------
                                                                                          2002                    2001
                                                                                      ---------------        ----------------
                                                                                                      (unaudited)
                                                                                      ---------------------------------------
                                                                                                     
       CASH FLOWS FROM OPERATING ACTIVITIES
          Net income                                                                  $     2,430,986        $      1,765,152
          Adjustments to reconcile net cash
            from operating activities:
          Depreciation                                                                        168,855                 148,455
          Net amortization/accretion of
            premiums and discounts                                                             79,632                  (8,242)
          Net investment security gains                                                       (46,924)                (73,458)
          Provision for loan losses                                                           250,000                  75,000
          Increase (decrease) in cash due
            to changes in assets and liabilities:
              Other assets                                                                   (605,958)                946,952
              Accrued interest and other liabilities                                         (439,878)                719,050
                                                                                      ----------------       -----------------
          Net Cash From Operating Activities                                                1,836,713               3,572,909
       CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of certificates of deposit                                                       -              (1,500,000)
          Proceeds from maturity of certificates
            of deposit                                                                              -               2,600,000
          Proceeds from sales of securities
            available for sale                                                             11,423,633               6,067,942
          Proceeds from maturities of securities
            available for sale                                                             21,046,088              20,884,965
          Purchase of securities available for sale                                       (43,158,361)            (24,934,901)
          Net loans made to customers                                                      (2,111,163)             (5,608,380)
          Purchases of premises and equipment                                                (142,887)               (118,870)
                                                                                      ----------------       -----------------

          Net Cash Used By Investing Activities                                           (12,942,690)             (2,609,244)

       CASH FLOWS FROM FINANCING ACTIVITIES
          Net increase in deposits                                                          8,827,904               2,421,481
          Net increase in securities sold
            under repurchase agreement                                                      2,220,431                 476,848
          Dividends paid                                                                     (895,708)               (780,500)
          Federal funds purchased                                                                   -                       -
          Proceeds from long-term debt                                                      5,000,000               8,000,000
          Repayment of long-term debt                                                               -              (4,000,000)
          Purchase of treasury stock                                                          (95,760)                (43,879)
                                                                                      ---------------        -----------------
       Net Cash From Financing Activities                                                  15,056,867               6,073,950
                                                                                      ---------------        ----------------

       Net Change in Cash and Cash Equivalents                                              3,950,890               7,037,615

       Cash and Cash Equivalents at Beginning of Period                                    25,218,935              21,746,395
                                                                                      ---------------        ----------------

       Cash and Cash Equivalents at End of Period                                     $    29,169,825        $     28,784,010
                                                                                      ===============        ================



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

                                       3


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

IBT BANCORP, INC. AND SUBSIDIARY

Period Ended March 31, 2002


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the instructions to Form 10-Q of Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all  adjustments  consisting of normal  recurring
accruals  considered  necessary  for a fair  presentation  have  been  included.
Operating  results for the three months ended March 31, 2002 are not necessarily
indicative  of the results that may be expected for the year ended  December 31,
2002 or any future interim period.  The interim  financial  statements should be
read in conjunction with the financial statements and footnotes thereto included
in IBT Bancorp,  Inc.  and  subsidiary  Annual  Report on Form 10-K for the year
ended December 31, 2001.

Certain  previously  reported  items  have been  reclassified  to conform to the
current period's classifications.  The reclassifications have no effect on total
assets, total liabilities and stockholders' equity, or net income.


NOTE B - EARNINGS PER SHARE

Earnings per share are calculated on the basis of the weighted average number of
shares outstanding.  The weighted-average  shares outstanding were 2,985,087 and
3,001,879 for the three months ended March 31, 2002 and 2001, respectively.


NOTE C - COMPREHENSIVE INCOME

Total  comprehensive  income for the three  months ended March 31, 2002 and 2001
was $1,296,243 and $3,291,632, respectively.


NOTE D - INVESTMENT SECURITIES

Investment securities available for sale consist of the following:



                                                       March 31, 2002
                              ---------------------------------------------------------------
                                                    Gross            Gross
                                  Amortized      Unrealized       Unrealized         Market
                                    Cost            Gains            Losses          Value
                              -------------   -------------    -------------    -------------
                                                                  
Obligations of
   U.S. Government Agencies   $  66,929,417   $     844,825    $    (517,332)   $  67,256,910
Obligations of State and
   political sub-divisions       37,593,176         572,391         (202,384)      37,963,183
Mortgage-backed securities       54,027,598         400,351         (431,905)      53,996,044
Other securities                    702,171          31,732             --            733,903
Equity securities                10,235,965          78,992         (461,627)       9,853,330
                              -------------   -------------    -------------    -------------
                              $ 169,488,327   $   1,928,291    $  (1,613,248)   $ 169,803,370
                              =============   =============    =============    =============


                                       4


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes",  "anticipate",  "contemplates",  "expects",  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated  with the effect of opening a new
branch,  the  ability  to  control  costs and  expenses,  and  general  economic
conditions.  IBT Bancorp,  Inc. undertakes no obligation to publicly release the
results of any revisions to those forward-looking statements,  which may be made
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.

GENERAL

IBT  Bancorp,   Inc.  is  a  bank  holding  company   headquartered   in  Irwin,
Pennsylvania,  which  provides a full  range of  commercial  and retail  banking
services  through its wholly owned  banking  subsidiary,  Irwin Bank & Trust Co.
(collectively, the "Company").


FINANCIAL CONDITION

Changes in Financial Condition December 31, 2001 to March 31, 2002

At March 31, 2002,  total assets  increased  $15.3  million,  or 3.0%, to $539.4
million from $524.0 million at December 31, 2001. The growth in assets  resulted
primarily from increases of $10.2 million in federal funds sold, $8.9 million in
available for sales  securities,  and $2.3 million in net loans.  Such increases
were offset by declines in cash and due from banks and interest bearing deposits
in banks totaling $6.3 million.

The increase in federal funds sold was a result of cash infusions from deposits,
loan repayments,  and proceeds from sales and maturities of securities available
for sale.  The  increases in available  for sale  securities  were the result of
investments  in  obligations of U.S.  government  agencies and mortgage  related
securities.  Management is shortening the  maturities on  investments  and using
funds to invest in  shorter-term  fixed rate and  adjustable  rate  investments,
which provide  market  yields.  The shorter term  investments  will position the
portfolio should interest rates increase.

The increase in the loan portfolio at March 31, 2002,  were primarily due to the
growth of real estate secured mortgage loans of $7.2 million, which consisted of
$5.9  million in  commercial  real estate  loans and $1.3 million of one to four
family real estate loans.  Additionally,  line of credit loans increased by $1.0
million.  Such increases in loans were offset by slight  declines in installment
loans of $2.0  million,  $1.3  million in  commercial  loans and $1.6 million in
municipal loans.

                                       5


At March 31, 2002, total liabilities increased $15.0 million, or 3.0%, to $489.3
million from $474.3  million at December 31, 2001.  This  increase was primarily
the result of additional long-term borrowings,  which rose $5.0 million at March
31,  2002 to $40.0  million  from  $35.0  million at  December  31,  2001.  Such
borrowings were fixed rate loans from the Federal Home Loan Bank, which was used
to  fund  investments  in  US  government  agency  notes  and  mortgage  related
securities.  Additionally,  interest-bearing  deposits increased $6.4 million to
$358.7  million at March 31, 2002 from $352.3  million at December 31, 2001. The
growth is  primarily  the  result of  increases  in  interest  bearing  checking
accounts of $2.2 million and increases in savings accounts of $5.3 million.  The
increases  were  offset by a net  decrease  of $4.1  million in  certificate  of
deposit accounts.

Non-interest  bearing deposits  increased $2.5 million to $72.6 million at March
31,  2002 from $70.1  million at  December  31,  2001.  Such  increases  reflect
additions to  non-interest  bearing  deposits of $15.9  million  offset by $13.4
million in investments in repurchase agreements.

At March 31,  2002,  total  stockholders'  equity  increased  $300,000  to $50.0
million from $49.7  million at December  31,  2001.  The increase was due to net
income of $2.4  million for the period,  offset by a decrease of $1.1 million in
accumulated other comprehensive income, the purchase of $96,000 of Company stock
(3,040 shares), and dividends paid of $896,000.  Accumulated other comprehensive
income  decreased  as a result  of  changes  in the net  unrealized  gain on the
available for sale securities due to fluctuations in interest rates.  Because of
interest rate volatility,  the Company's  accumulated other comprehensive income
could materially  fluctuate for each interim period and year-end.  See Note D to
the condensed consolidated financial statements. .

RESULTS OF OPERATIONS

For the Period of Three Months Ended March 31, 2002

Net Income.  Net income for the three  months  ended  March 31,  2002  increased
$666,000,  or  38%,  to $2.4  million  from  $1.8  million  for  the  comparable
three-month  period in 2001. The increase is attributable to higher net interest
income and other income, which was offset by increases in other expenses.

Interest  Income.  Interest  income for the three  months  ended  March 31, 2002
decreased  $700,000 to $8.2 million from $8.9 million for the comparable  period
in 2001.  While the average  balances of interest earning assets increased $26.6
million or 6% to $502.3 million from $475.7 million for the comparable period in
2001,  the yield on these  assets  decreased 92 basis points to 6.54% from 7.46%
for the three months ended March 31, 2001. The continued reduction in short term
interest rates by the Federal  Reserve  caused  average  yields to decline.  See
"Average Balance Sheet and Rate/Volume Analysis"

Interest  Expense.  Interest  expense for the three-month  period decreased $1.3
million,  or 28%, to $3.2 million from $4.5 million for the comparable period in
2001. While the average balance of interest bearing liabilities  increased $22.5
million for the period of three  months  ended March 31, 2002 to $406.6  million
from $384.1  million  for the  comparable  2001  period,  average  cost of funds
declined  149 basis  points to 3.16% for the three  months  ended March 31, 2002
from 4.65% for the  comparable  2001  period.  The  reduction of average cost of
funds for the 2002 period is reflective of the significant  decrease in interest
rates over the past year. See "Average Balance Sheet and Rate/Volume Analysis"

                                       6


Average Balance Sheet

The following table sets forth certain  information  relating to the company for
the  periods  indicated.  The  average  yields and costs are derived by dividing
income or expense on an  annualized  basis by the  average  balance of assets or
liabilities,  respectively,  for the periods  presented.  Average  balances  are
derived from average daily balances.



                                                    Three Months Ended March 31,        Three Months Ended March 31,
                                                 ------------------------------------  --------------------------------
                                                                  2002                              2001
                                                 ------------------------------------  --------------------------------
                                                                             Average                           Average
                                                  Average                    Yield/     Average                Yield/
                                                  Balance      Interest      Cost       Balance    Interest    Cost
                                                  -------      --------      ----       -------    --------    ----
                                                            (In Thousands)                      (In Thousands)
                                                                                           
Interest-earning assets:
   Loans receivable    (1)                       $316,796      $  5,891        7.44%    $297,797   $  6,053      8.13%
   Investment securities available for sale (2)   175,655         2,275        5.18%     172,068      2,741      6.37%
   Other interest-earning assets (5)                9,868            42        1.72%       5,879         77      5.26%
                                                 --------      --------                 --------   --------
     Total interest earning assets               $502,319      $  8,208        6.54%    $475,744   $  8,871      7.46%
                                                 ========      ========      ======     ========   ========    ======

Non-interest earning assets                        28,030                                 18,622
                                                 --------                               --------
     Total assets                                $530,349                               $494,366
                                                 ========                               ========

Interest-bearing liabilities:
   Money market accounts                           57,895           299        2.07%      54,280        502      3.70%
   Certificates of Deposit                        198,258         2,018        4.07%     202,648      3,015      5.95%
   Other liabilities                              150,470           890        2.37%     127,188        953      3.00%
                                                 --------      --------                 --------   --------
     Total interest-bearing liabilities          $406,623      $  3,207        3.15%    $384,116   $  4,470      4.65%
                                                 ========      ========        ====     ========   ========    ======

Non-interest-bearing liabilities                   73,276                                 65,388
                                                 --------                               --------
    Total liabilities                            $479,899                               $449,504
Retained Earnings (6)                              50,450                                 44,862
                                                 --------                               --------
     Total liabilities and stockholders' equity  $530,349                               $494,366
                                                 ========                               ========
Net interest income                                            $  5,001                            $  4,401
                                                               ========                            ========
Interest rate spread (3)                                                       3.39%                             2.81%
                                                                             ======                            ======
Net yield on interest-earning assets (4)                                       3.98%                             3.70%
                                                                             ======                            ======
Ratio of average interest-earning
assets to average interest-bearing liabilities                               123.53%                           123.85%
                                                                             ======                            ======


(1)  Average  balances include  non-accrual  loans, and are net of deferred loan
     fees.
(2)  Includes interest-bearing deposits in other financial institutions.
(3)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(4)  Net yield on  interest-earning  assets  represents  annualized net interest
     income as a percentage of average  interest  earning assets.
(5)  Consists of federal funds sold.
(6)  Includes capital stock, surplus and accumulated other comprehensive income,
     less treasury stock.

                                       7


Rate/Volume Analysis

     The  following  table  shows the effect of changes in volumes  and rates on
interest  income  and  interest  expense.  The  changes in  interest  income and
interest  expense  attributable  to  changes  in both  volume and rate have been
allocated to the changes due to rate. Tax exempt income was not  recalculated on
a tax  equivalent  basis  due to the  immateriality  of the  change to the table
resulting from a recalculation.


                                      Three Month Period ended March 31, 2002
                                      ---------------------------------------
                                                      2002 vs. 2001
                                      ---------------------------------------
                                                   Increase (Decrease)
                                                         Due to
                                      ---------------------------------------
                                               Volume    Rate       Net
                                               ------    ----       ---
                                      ---------------------------------------
                                                     (In Thousands)
Interest income:
   Loans receivable                              386      (548)     (162)
   Investment securities available for sale       58      (524)     (466)
   Other interest earning assets                  52       (87)      (35)
                                                 ---    ------      ----
     Total interest-earning assets               496    (1,159)     (663)
                                                 ===    ======      ====


Interest expense:
   Money market accounts                          33      (236)     (203)
   Certificates of deposit                       (65)     (932)     (997)
   Other liabilities                             174      (237)      (63)
  Total interest-bearing liabilities             142    (1,405)   (1,263)
                                                 ===     =====     =====
Net change in net interest income                354       246       600
                                                 ===     =====     =====


Provision  for Loan Losses.  For the three months ended March 31, 2002 and 2001,
the  provision  for loan losses was  $250,000  and  $75,000,  respectively.  The
increase in the provision for the current period was primarily the result of the
increase of $5.9 million in commercial real estate loans.  Management  continues
to offer a wider variety of loan products coupled with the continued  success of
changing  the mix of the  products  offered  in the loan  portfolio  from  lower
yielding loans (i.e., one- to four-family loans) to higher yielding loans (i.e.,
equity  loans,  multi-family  (five or more  units)  buildings,  and  commercial
(nonresidential mortgages).

                                       8


The  evaluation  for   determining   the  provision   includes   evaluations  of
concentrations  of credit,  past loss experience,  current economic  conditions,
amount and composition of the loan portfolio (including loans being specifically
monitored by management),  estimated fair value of underlying  collateral,  loan
commitments outstanding,  delinquencies, and other information available at such
times.  The Company  continues to monitor its allowance for loan losses and make
adjustments  to the allowance  through the provision for loan losses as economic
conditions dictate. Although the Company maintains its allowance for loan losses
at a level that it considers to be adequate at the balance sheet date, there can
be no assurance that losses will not exceed estimated amounts or that additional
provisions  for loan losses  will not be  required in future  periods due to the
higher  degree of credit risk which  might  result from the change in the mix of
the loan portfolio.

Other income. Total other income for the three-month period ended March 31, 2002
was $1.3 million  compared to $799,000 for the  comparable  period in 2001.  The
increase in non-interest  income is due to an increase in service fees and other
income.  Service  fees for the  three  months  ended  March 31,  2002  increased
$210,000 for the comparable  period in 2001 as a result of increases in returned
check volume.  Investment security gains fell $29,000 from the comparable period
in 2001. Other income increased $352,000,  due primarily,  to income recorded on
bank  owned  life  insurance,  a gain on the sale of  foreclosed  property,  and
insurance  revenues from the Company's title insurance  company of approximately
$134,000, $104,000, and $39,000 respectively.

Other  Expense.  Total  other  expense  for the three  months  was $2.8  million
compared  to $2.6  million  for the  comparable  period  in 2001.  Salaries  and
benefits  increased $162,000 from the comparable period in 2001 due to increases
in salaries and benefits and additional  staffing.  Occupancy  expense increased
$37,000 from the  comparable  period in 2001 due to increased  costs  related to
depreciation,   utilities  and  building  maintenance.  Utilities  and  building
maintenance  increased  due to  general  increases  in  costs  for  the  period.
Depreciation  expense  increased  due  to  additions  to  equipment  related  to
improvements  in  technology.  Expenses of operating  the ATM network  decreased
$12,000 from the comparable period in 2001 due to renegotiated contracts for the
ATM  machines.  Other  expenses  increased  $61,000 due to normal costs of doing
business.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no significant changes for the three months ended March 31, 2002 from
the information  presented in the 10K statement,  under the caption Market Risk,
for the year ended December 31, 2001.


                                       9


                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings

                  The registrant is not engaged in any legal  proceedings at the
                  present time.  From time to time, the Bank is a party to legal
                  proceedings  within the normal  course of business  wherein it
                  enforces its security  interest in loans made by it, and other
                  matters of a like kind.

Item 2.           Changes in Securities and Use of Proceeds

                  None.

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

                  The Annual Meeting of  Shareholders of the Company was held on
                  April 16, 2002 and the following matter was voted upon:

                  Proposal I- Election of directors with terms to expire in 2005

                                               FOR        WITHHELD
                                               ---        --------

                  J. Curt Gardner            2,553,306    101,964

                  Richard L. Ryan            2,589,695     65,575

                  Robert C. Whisner          2,588,477     66,793


                             Election of directors with terms to expire in 2003


                  Richard J. Hoffman         2,587,955     67,315


                  Proposal  II- The  ratification  of Edwards,  Sauer & Owens as
                                auditors.

                                               FOR         AGAINST      WITHHELD
                                               ---         -------      --------
                                             2,609,324     34,984        10,962


Item 5.           Other Information

                  Not applicable.

                                       10






Item 6.           Exhibits and Reports on Form 8-K
                     
                  (a)      Exhibits
                           3(i)     Articles of Incorporation of IBT Bancorp, Inc.*
                           3(ii)    Bylaws of IBT Bancorp, Inc.*
                           10       Change In Control Severance Agreement with Charles G. Urtin **
                           10.1     Deferred Compensation Plan For Bank Directors**
                           10.2     Retirement Agreement Between Irwin Bank & Trust Co. And
                                    J. Curt Gardner**
                           10.3     Death Benefit Only Deferred Compensation Plan For Bank Directors
                                    effective as of January 1, 1990**
                           10.4     Retirement and Death Benefit Deferred  Compensation Plan For Bank Directors
                                    effective as of January
                                    1, 1990**
                           10.5     2000 Stock Option Plan***


                           -------------------------
                           *        Incorporated by reference to the identically
                                    numbered  exhibits of the Registrant's  Form
                                    10 (file no. 0-25903).
                           **       Incorporated by reference to the identically
                                    numbered  exhibits of the Registrant's  Form
                                    10K for December 31, 1999.
                           ***      Incorporated  by reference to the definitive
                                    proxy  statement of the registrant  filed on
                                    March 17, 2000.
                  (b)      None.



                                       11



                                   SIGNATURES

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


                                         IBT BANCORP, INC.




Date:    May 14, 2002               By:  /s/Charles G. Urtin
                                         ---------------------------------------
                                         Charles G. Urtin
                                         President, Chief Executive Officer
                                         And Chief Accounting Officer
                                         (Duly authorized officer)




                                       12