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 JUNE 30, 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 August 01, 2002:  2,977,655
                                                                     ---------




                                IBT BANCORP, INC.

                                    Contents
                                    --------
                                                                                        Pages
                                                                                        -----
                                                                                 
PART I - FINANCIAL INFORMATION

     Item 1.     Financial Statements...........................................................

                Consolidated statements of financial condition at June 30, 2002
                (unaudited) and December 31, 2001...........................................   1

                Consolidated statements of operations (unaudited) for the three months
                ended June 30, 2002 and 2001 ................................................  2

                Consolidated statements of cash flows (unaudited) for the three months
                ended June 30, 2002 and 2001.................................................  3

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


     Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations..................................................  6

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk................... 12

PART II - OTHER INFORMATION

     Item 1.    Legal Proceedings............................................................ 13

     Item 2.    Changes in Securities and Use of Records..................................... 13

     Item 3.    Defaults upon Senior Securities.............................................. 13

     Item 4.    Submission of Matters to a Vote of Security-Holders.......................... 13

     Item 5.    Other Information............................................................ 13

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

Signatures................................................................................... 15




CONSOLIDATED BALANCE SHEETS


IBT BANCORP, INC. AND SUBSIDIARY



                                                                           June 30, 2002            December 31, 2001
                                                                         -----------------          ------------------
                                                                            (unaudited)                 (unaudited)
                                                                         ----------------           ------------------
                                                                                           
ASSETS
       Cash and due from banks                                           $     13,954,139           $       16,751,407
       Interest-bearing deposits in banks                                       1,576,907                    7,373,528
       Federal funds sold                                                      22,878,000                    1,094,000
       Certificates of deposit                                                    100,000                      100,000
       Securities available for sale                                          165,075,724                  160,866,698
       Federal Home Loan Bank stock, at cost                                    2,362,400                    2,101,800
       Loans, net                                                             332,486,687                  315,131,774
       Premises and equipment, net                                              4,657,558                    4,655,510
       Other assets                                                            17,178,429                   15,969,430
                                                                         ----------------           ------------------

Total Assets                                                             $    560,269,844           $      524,044,147
                                                                         ================           ==================


LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
       Deposits
           Non-interest bearing                                          $     75,516,356           $       70,121,716
           Interest-bearing                                                   374,702,393                  352,340,377
                                                                         ----------------           ------------------

           Total deposits                                                     450,218,749                  422,462,093

       Repurchase agreements                                                   12,784,868                   11,207,072
       Accrued interest and other liabilities                                   4,183,368                    5,650,276
       FHLB advances                                                           40,000,000                   35,000,000
                                                                         ----------------           ------------------

       Total liabilities                                                      507,186,985                  474,319,441

Stockholders' Equity
       Capital stock, par value $1.25 per share, 50,000,000
          shares  authorized, 3,023,799 shares issued, 2,977,655
          and 2,985,695 shares outstanding at June 30, 2002 and
          December 31, 2001, respectively                                       3,779,749                    3,779,749
       Surplus                                                                  2,073,102                    2,073,102
       Retained earnings                                                       46,397,147                   43,613,936
       Accumulated other comprehensive income                                   2,176,127                    1,342,672
                                                                         ----------------           ------------------
                                                                               54,426,125                   50,809,459

       Less:  Treasury stock, at cost                                          (1,343,266)                  (1,084,753)
                                                                         ----------------           ------------------

       Total stockholders' equity                                              53,082,859                   49,724,706
                                                                         ----------------           ------------------

Total Liabilities and Stockholders' Equity                               $    560,269,844           $      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 June 30,              Six Months Ended June 30,
                                                       ---------------------------------------   -----------------------------------
                                                                2002                  2001              2002               2001
                                                       ------------------       --------------   -----------------------------------
                                                                       (unaudited)                               (unaudited
                                                       ---------------------------------------   -----------------------------------
Interest Income
                                                                                                     
      Loans, including fees                            $       6,079,964     $      6,098,737    $    11,970,508    $    12,151,299
      Investment securities                                    2,177,716            2,547,678          4,452,745          5,289,235
      Federal funds sold                                          85,826              239,447            128,225            316,784
                                                       -----------------     ----------------    ---------------    ---------------

      Total interest income                                    8,343,506            8,885,862         16,551,478         17,757,318

Interest Expense
      Deposits                                                 2,576,140            3,864,434          5,225,013          7,814,642
      FHLB advances                                              538,948              454,656          1,055,351            878,884
      Repurchase agreements                                       45,940              106,968             88,041            203,217
                                                       -----------------     ----------------    ---------------    ---------------

      Total interest expense                                   3,161,028            4,426,058          6,368,405          8,896,743
                                                       -----------------     ----------------    ---------------    ---------------
Net Interest Income                                            5,182,478            4,459,804         10,183,073          8,860,575
Provision for Loan Losses                                        250,000              100,000            500,000            175,000
                                                       -----------------     ----------------    ---------------    ---------------
Net Interest Income after Provision
      for Loan Losses                                          4,932,478            4,359,804          9,683,073          8,685,575

Other Income (Losses)
      Service fees                                               575,131              456,510          1,167,734            838,846
      Investment security gains                                   84,602              160,486            131,525            236,132
      Investment security losses                                 (24,925)                  --            (24,925)            (2,188)
      Other income                                               619,098              409,351          1,314,911            752,986
                                                       -----------------     ----------------    ---------------    ---------------

      Total other income                                       1,253,906            1,026,347          2,589,245          1,825,776

Other Expenses
      Salaries                                                 1,422,855            1,134,140          2,538,177          2,101,394
      Pension and other employee benefits                        321,169              291,302            624,964            583,814
      Occupancy expense                                          318,943              283,922            635,044            563,019
      Data processing expense                                    176,682              192,041            343,565            355,866
      ATM expense                                                 94,805              102,766            178,912            198,909
      Other expenses                                             929,603              772,553          1,793,103          1,574,518
                                                       -----------------     ----------------    ---------------    ---------------

      Total other expenses                                     3,264,057            2,776,724          6,113,765          5,377,520
                                                       -----------------     ----------------    ---------------    ---------------
Income Before Income Taxes                                     2,922,327            2,609,427          6,158,553          5,133,831
Provision for Income Taxes                                       779,597              726,053          1,584,837          1,485,292
                                                       -----------------     ----------------    ---------------    ---------------
Net Income                                             $       2,142,730     $      1,883,374    $     4,573,716    $     3,648,539
                                                       =================     ================    ===============    ===============

Basic Earnings per Share                               $            0.72     $           0.63    $          1.53    $          1.22
                                                       =================     ================    ===============    ===============
Diluted Earnings per Share                             $            0.72     $           0.63    $          1.53    $          1.22
                                                       =================     ================    ===============    ===============
Dividends per Share                                    $            0.30     $           0.26    $          0.60    $          0.52
                                                       =================     ================    ===============    ===============


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

                                       -2-






CONSOLIDATED STATEMENTS OF CASH FLOWS

IBT BANCORP, INC. AND SUBSIDIARY



                                                                         Six Months Ended June 30,
                                                               ---------------------------------------
                                                                       2002                    2001
                                                               ---------------        ----------------
                                                                               (unaudited)
                                                               ---------------------------------------
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income                                               $     4,573,716        $      3,648,539
      Adjustments to reconcile net cash
            from operating activities:
          Depreciation                                                 337,710                 296,910
          Net amortization/accretion of
            premiums and discounts                                     128,264                  18,283
          Net investment security gains                               (106,600)               (233,943)
          Provision for loan losses                                    500,000                 175,000
          Increase (decrease) in cash due
            to changes in assets and liabilities:
          Other assets                                              (1,011,375)              1,389,665
          Accrued interest and other liabilities                    (1,896,312)               (674,924)
                                                               ---------------        ----------------
      Net Cash From Operating Activities                             2,525,403               4,619,530

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of certificates of deposit                                    -              (1,500,000)
      Proceeds from maturity of certificates
            of deposit                                                       -               4,100,000
      Proceeds from sales of securities
            available for sale                                      25,712,380               6,322,942
      Proceeds from maturities of securities
            available for sale                                      30,819,565              50,946,736
      Purchase of securities available for sale                    (59,499,776)            (50,292,040)
      Net loans made to customers                                  (18,052,537)             (5,086,058)
      Purchases of premises and equipment                             (339,758)               (157,420)
      Purchase of Federal Home Loan Bank stock                        (260,600)               (137,500)
                                                               ---------------        ----------------
      Net Cash (Used By) From Investing Activities                 (21,620,726)              4,196,660

CASH FLOWS FROM FINANCING ACTIVITIES
      Net increase in deposits                                      27,756,656              12,969,704
      Net increase in securities sold
            under repurchase agreement                               1,577,796               2,208,640
      Dividends paid                                                (1,790,505)             (1,559,824)
      Proceeds from FHLB advances                                    5,000,000               4,000,000
      Purchase of treasury stock                                      (258,513)               (231,839)
                                                               ---------------        ----------------
Net Cash From Financing Activities                                  32,285,434              17,386,681
                                                               ---------------        ----------------
Net Change in Cash and Cash Equivalents                             13,190,111              26,202,871
Cash and Cash Equivalents at Beginning of Period                    25,218,935              21,746,395
                                                               ---------------        ----------------
Cash and Cash Equivalents at End of Period                     $    38,409,046        $     47,949,266
                                                               ===============        ================


The accompanying notes are an integral part of these
consolidated financial statements.
                                       -3-


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IBT BANCORP, INC. AND SUBSIDIARY

Period Ended June 30, 2002


NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited 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 and six months  ended June 30, 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.


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 was 2,980,842 and
2,982,953  for the three and six months  ended June 30, 2002,  respectively  and
2,996,943  and  2,999,397  for the three and six  months  ended  June 30,  2001,
respectively.


NOTE C - COMPREHENSIVE INCOME

Total comprehensive income for the three months ended June 30, 2002 and 2001 was
$4,110,928 and  $1,516,357,  respectively  and for the six months ended June 30,
2002 and 2001 was $5,407,171 and $4,808,002, respectively.


NOTE D - INVESTMENT SECURITIES

Investment securities available for sale consist of the following:



                                                                     June 30, 2002
                                ------------------------------------------------------------------------------------
                                                                Gross                Gross
                                       Amortized             Unrealized           Unrealized               Market
                                         Cost                   Gains               Losses                 Value
                                ------------------      -----------------     -----------------   ------------------

                                                                                    
Obligations of
   U.S. Government Agencies     $      78,916,280       $      1,417,757      $       (571,670)   $       79,762,367
Obligations of State and
   political sub-divisions             37,408,710              1,267,114               (13,273)           38,662,551
Mortgage-backed securities             44,491,395              1,071,483                     -            45,562,878
Other securities                          518,824                 37,069                     -               555,893
Equity securities                         443,353                 88,682                     -               532,035
                                -----------------       ----------------      ----------------    ------------------

                                $     161,778,562       $      3,882,105      $       (584,943)   $      165,075,724
                                =================       ================      ================    ==================


                                       -4-


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


IBT BANCORP, INC. AND SUBSIDIARY

Period Ended June 30, 2002



NOTE E - STOCK OPTION PLAN

In May 2002,  35,500  additional  stock  options were  granted to employees  and
directors  under the 2000 Stock  Option Plan at an exercise  price of $32.88 per
share.  Stock options granted to directors  become  exercisable six months after
the grant date and employee  stock options  become  exercisable as vested over a
three-year period. As of June 30, 2002, 129,500 stock options have been granted,
of which 63,666 are exercisable as follows: 46,666 are exercisable at $24.50 per
share and 17,000 are exercisable at $23.00 per share.

                                       -5-



        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.

OVERVIEW

         On July 30, 2002 the President signed into law the  Sarbanes-Oxley  Act
of 2002 (the "Act"),  following an  investigative  order  proposed by the SEC on
chief  financial  officers  and chief  executive  officers  of 947 large  public
companies  on  June  27,  2002.  Additional   regulations  are  expected  to  be
promulgated  by the SEC.  As a result of the  accounting  restatements  by large
public  companies,  the  passage  of the  Act  and  regulations  expected  to be
implemented by the SEC, publicly-registered companies, such as the Company, will
be  subject  to  additional  reporting  regulations  and  disclosure.  These new
regulations, which are intended to curtail corporate fraud, will require certain
officers to personally certify certain SEC filings and financial  statements and
may require  additional  measures to be taken by our outside auditors,  officers
and directors.  The loss of investor  confidence in the stock market and the new
laws and  regulations  will  increase  non-interest  expenses of the Company and
could  adversely  affect  the  prices  of  publicly-traded  stocks,  such as the
Company.

         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

         On June 30, 2002,  total assets  increased  $36.3 million,  or 6.9%, to
$560.3  million from $524.0  million at December 31, 2001.  The growth in assets
resulted  primarily  from the net  increase  of $13.2  million  in cash and cash
equivalents (primarily federal funds sold) and $17.4 million in net loans.

         The  increase  in federal  funds  sold at June 30,  2002 was mainly the
result of increases in deposit  accounts,  loan  repayments,  and proceeds  from
sales and maturities of securities  available for sale.  The Company  expects to
use these funds to meet anticipated future loan demand.

         At  June  30,  2002,  increases  in  the  loan  portfolio  were  mainly
attributed to growth in real estate  secured  mortgage  loans of $24.0  million,
which  consisted  primarily of $15.2 million in commercial real estate loans and
$6.5 million in one to four family real estate  loans.  Such  increases in loans
were primarily  offset by decreases of $2.7 million in commercial loans and $2.6
million in installment loans.

         At June 30, 2002, total liabilities  increased $32.9 million,  or 6.9%,
to $507.2  million from $474.3  million at December 31, 2001.  This increase was
primarily the result of interest-bearing  deposits,  which rose $22.4 million to
$374.7  million from $352.3  million at December 31, 2001. The growth was mainly
the result of increases in savings accounts (including money market accounts) of
$13.4  million,  certificate of deposit  accounts of $4.6 million,  and interest
bearing checking accounts of $4.4 million. Total interest bearing deposit growth
was attributed to depositors  maintaining higher balances and an increase in the
number of deposit accounts.

                                      -6-


         Non-interest   bearing  deposits  (including   repurchase   agreements)
increased  $7.0 million to $88.3  million at June 30, 2002 from $81.3 million at
December 31, 2001.

         At June 30, 2002, total stockholders'  equity increased $3.4 million to
$53.1 million from $49.7  million at December 31, 2001.  The increase was due to
net income of $4.5  million  for the  period  and an  increase  of  $900,000  in
accumulated  other  comprehensive  income (net of income  taxes),  offset by the
purchase of $200,000  of Company  stock,  and  dividends  paid of $1.8  million.
Accumulated other  comprehensive  income increased 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 consolidated financial statements.

RESULTS OF OPERATIONS

         Net  income.  Net  income  for the three  months  ended  June 30,  2002
increased  $200,000,  or  13.8%,  to $2.1  million  from  $1.9  million  for the
comparable  three month period in 2001. Net income for the six months ended June
30,  2002  increased  $1.0  million to $4.6  million  from $3.6  million for the
comparable  six month period in 2001. The increases for the three and six months
ended  June 30,  2002 was the  result of higher  net  interest  income and other
income offset by increases in other expenses.

         Interest  income.  Interest  income for the three months ended June 30,
2002  decreased  $600,000 to $8.3 million  from $8.9 million for the  comparable
three  month  period in 2001.  While the average  balances  of interest  earning
assets  increased  $20.6  million for the three months  ended June 30, 2002,  to
$513.8 million from $493.2 million for the comparable  period in 2001, the yield
on these assets  decreased 71 basis points to 6.50%,  for the three months ended
June 30, 2002 from 7.21% for the comparable period in 2001.  Interest income for
the six months ended June 30, 2002  decreased $1.2 million to $16.6 million from
$17.8 million for the comparable period in 2001. The average balance of interest
earning assets  increased  $24.1 million to $508.5  million,  for the six months
ended June 30, 2002 from $484.4 million for the comparable 2001 period. However,
the average yield on these assets decreased 82 basis points to 6.51% for the six
months  ended June 30, 2002,  from 7.33% for the  comparable  2001  period.  The
reduction in short term interest rates by the Federal Reserve contributed to the
decline in average  yields in both the three and six month periods in 2002.  See
"Average Balance Sheet and Rate/Volume Analysis"

         Interest expense.  Interest expense for the three months ended June 30,
2002 decreased $1.2 million to $3.2 million from $4.4 million for the comparable
period in 2001.  The  change  was  primarily  attributed  to a 144  basis  point
decrease in the average  cost of

                                      -7-


funds to 3.03% for the  three  months  ended  June 30,  2002 from  4.47% for the
comparable  period in 2001  offset by a $21.4  million  increase  in the average
balance of interest  bearing  liabilities.  Interest  expense for the six months
ended June 30, 2002 decreased $2.5 million to $6.4 million from $8.9 million for
the comparable 2001 period.  Such change was primarily the result of a 147 basis
point  decrease in the average  cost of funds to 3.09% for the six months  ended
June 30, 2002 from 4.56% for the comparable six month period in 2001 offset by a
$21.9 million increase in the average balance of interest  bearing  liabilities.
The reduction of average cost of funds for the three and six month periods ended
June 30, 2002 is reflective of the  significant  decrease in interest rates over
the past year by the Federal Reserve. See "Average Balance Sheet and Rate/Volume
Analysis"

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 June 30,           Three Months Ended June 30,
                                     -----------------------------------------------------------------------
                                                     2002                                 2001
                                                     ----                                 ----
                                     -----------------------------------------------------------------------
                                          Average                  Average   Average                Average
                                          Balance      Interest  Yield/Cost  Balance   Interest   Yield/Cost
                                     -----------------------------------------------------------------------
                                                 (In Thousands)                     (In Thousands)
                                     -----------------------------------------------------------------------
                                                                                  
Interest-earning assets:
  Loans receivable    (1)                 $327,080        $6,080     7.44%   $301,070      6,099        8.10%
  Investment securities
      available for sale (2)               167,417         2,178     5.20%    169,792      2,548        6.00%
Other interest-earning assets (5)           19,299            86     1.78%     22,346        239        4.29%
                                          --------        ------             --------     ------
    Total interest earning assets         $513,796        $8,344     6.50%   $493,208     $8,886        7.21%
                                          ========        ======     ====    ========     ======        ====

Non-interest earning assets                 30,504                             19,096
                                          --------                           --------
    Total assets                          $544,300                           $512,304
                                          ========                           ========
Interest-bearing liabilities:
  Money market accounts                     61,025           314     2.06%     56,039        464        3.31%
  Certificates of Deposit                  196,367         1,910     3.89%    202,563      2,936        5.80%
  Other liabilities                        160,011           937     2.34%    137,396      1,026        2.99%
                                          --------        ------             --------     ------
    Total interest-bearing liabilities    $417,403        $3,161     3.03%   $395,998     $4,426        4.47%
                                          ========        ======     ====    ========     ======        ====

Non-interest-bearing liabilities            76,353                             68,844
                                          --------                           --------
    Total liabilities                     $493,756                           $464,842
                                          ========                           ========
Retained Earnings (6)                       50,544                             47,462
                                          --------                           --------
    Total liabilities and stockholders'
      equity                              $544,300                           $512,304
                                          ========                           ========
Net interest income                                       $5,183                          $4,460
                                                          ======                          ======
Interest rate spread (3)                                             3.47%                              2.74%
                                                                     ====                               ====
Net yield on interest-earning assets (4)                             4.03%                              3.62%
                                                                     ====                               ====
Ratio of average interest-earning
      assets to average interest-bearing
      liabilities                                                  123.09%                            124.55%
                                                                   ======                             ======


(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

                                      -8-

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.


                                             Six Months Ended June 30,                     Six Months Ended June 30,
                                                         2002                                          2001
                                           ------------------------------------      ----------------------------------
                                            Average                   Average         Average                 Average
                                            Balance     Interest     Yield/Cost       Balance     Interest   Yield/Cost
                                           --------     --------     ----------      ---------    --------   ----------
                                                     (In Thousands)                              (In Thousands)
                                                                                          
Interest-earning assets:
 Loans receivable(1)                       $322,097     $ 11,970         7.43%        $ 299,518   $ 12,151      8.11%
 Investment securities available for
  sale (2)                                  171,819        4,453         5.18           170,778      5,289      6.19
 Other interest-earning assets(5)            14,621          128         1.75            14,148        317      4.48
                                          ---------     --------                      ---------   --------
    Total interest earning assets         $ 508,537     $ 16,551         6.51%        $ 484,444   $ 17,757      7.33%
                                          =========     ========       ======         =========   ========    ======

Non-interest earning assets                  28,725                                      18,928
                                          ---------                                   ---------
    Total assets                          $ 537,262                                   $ 503,372
                                          =========                                   =========
Interest-bearing liabilities:
   Money market accounts                     59,471          612         2.06%           55,168        967       3.50%
   Certificates of Deposit                  197,296        3,928         3.98%          202,607      5,951       5.87%
   Other liabilities                        155,269        1,828         2.36%          132,320      1,979       2.99%
                                          ---------     --------                      ---------   --------
    Total interest-bearing liabilities    $ 412,036     $  6,368         3.09%        $ 390,095   $  8,897       4.56%
                                          =========     ========       ======         =========   ========     ======

Non-interest-bearing liabilities             74,945                                      67,182
                                          ---------                                   ---------

    Total liabilities                     $ 486,981                                   $ 457,277
                                          =========                                   =========

Retained Earnings (6)                     $  50,281                                   $  46,095
                                          =========                                   =========

    Total liabilities and stockholder's
      equity                              $ 537,262                                   $ 503,372
                                          =========                                   =========

Net interest income                                     $  10,183                                 $  8,860
                                                        =========                                 ========

Interest rate spread (3)                                                 3.42%                                   2.77%
                                                                       ======                                  ======
Net yield on interest-earning assets (4)                                 4.00%                                   3.66%
                                                                       ======                                  ======

Ratio of average interest-earning
  assets to average interest-bearing
  liabilities                                                          123.42%                                 124.19%
                                                                       ======                                  ======

(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.

                                      -9-

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 June 30, 2002      Six Month Period ended June 30, 2002
                                           -----------------------------------------------------------------------------------
                                                           2002 vs. 2001                             2002 vs. 2001
                                                           -------------                             -------------
                                                        Increase (Decrease)                       Increase (Decrease)
                                                              Due to                                     Due to
                                                              ------                                     ------
                                            Volume         Rate           Net          Volume         Rate          Net
                                            ------         ----           ---          ------         ----          ---

                                                          (In Thousands)                             (In Thousands)
                                                                                                
Interest income:
  Loans receivable                          527             (546)         (19)          916          (1,097)         (181)
  Investment securities available for sale  (35)            (335)        (370)           32            (868)         (836)
  Other interest earning assets             (32)            (121)        (153)           11            (200)         (189)

  Total interest-earning assets             460           (1,002)        (542)          959          (2,165)       (1,206)
                                            ===           ======         ====           ===          ======        ======

Interest expense:

  Money market accounts                      42             (193)        (151)           75            (430)         (355)
  Certificates of deposit                   (90)            (936)      (1,026)         (156)         (1,867)       (2,023)
  Other liabilities                         168             (256)         (88)          343            (494)         (151)
  Total interest-bearing liabilities        120           (1,385)      (1,265)          262          (2,791)       (2,529)
                                            ===           ======       ======           ===          ======        ======

Net change in interest income               340              383          723           697             626         1,323
                                            ===              ===          ===           ===             ===         =====


                                      -10-


         Provision for loan losses.  For the three and six months ended June 30,
2002 the  provision  for loan losses was  $250,000 and  $500,000,  respectively,
compared  to  $100,000  and  $175,000,  respectively,  for the  comparable  2001
periods.  The  $150,000  increase  for the three  months ended June 30, 2002 was
precipitated  by net charge offs to the  allowance  for loan losses of $341,000.
Such  charge-offs  relate  primarily  to two  commercial  loans of which one was
charged  down to 90% of its  appraised  value  prior  to  being  taken  into the
Company's  other real estate and the other  charged-off in its entirety based on
the Company's  evaluation.  The $325,000  increase for the six months ended June
30,  2002 was  also the  result  of  increases  to the  commercial  real  estate
portfolio.

         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
time.  The Company  continues to monitor its  allowance for loan losses and make
future  adjustments  to the  allowance  through the provision for loan losses as
economic  conditions dictate.  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).
Although the Company  maintains its allowance for loan losses at a level that it
considers  to be adequate at the balance  sheet date to provide for the inherent
risk of loss in its loan  portfolio,  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 months ended June 30,
2002  increased  $300,000 to $1.3 million  from $1.0 million for the  comparable
three month period in 2001. Total other income for the six months ended June 30,
2002  increased  $800,000

                                      -11-


to $2.6  million  from $1.8  million  for the  comparable  period  in 2001.  The
increase  in other  income for the three and six months  ended June 30,  2002 is
mostly due to an increase in service fees and other income  offset by a decrease
in gains on securities  available  for sale.  Service fees for the three and six
months ended June 30, 2002 increased  $118,000 and $400,000,  respectively  as a
result  of fees  collected  for rate  modifications  on  existing  loans  and an
increase in the charge and volume of returned checks. Other income for the three
months ended June 30, 2002 increased $210,000 from the comparable 2001 period as
a result of increased  income recorded on bank owned life insurance,  originally
purchased by the Bank in December 2001, of $138,000,  income  generated from the
use of the  Bank's  debit  card  and ATM  usage  which  increased  $42,000,  and
insurance  revenues from the Company's title  insurance  company which increased
$13,000,  respectively.  Other  income  for the six months  ended June 30,  2002
increased  $500,000  from the  comparable  2001 period as a result of  increased
income recorded on bank owned life insurance of $272,000,  income generated from
the use of the Bank's  debit card and ATM usage  which  increased  $72,000,  and
insurance  revenues from the Company's title  insurance  company which increased
$26,000,  respectively.  Additionally,  for the six months  ended June 30,  2002
other income increased  $102,000,  from the comparable  period in 2001, due to a
gain on the sale of foreclosed  property.  Net Investment security gains for the
three  and  six  months  ended  June  30,  2002  fell   $100,000  and  $127,000,
respectively, from the comparable period in 2001.

         Other  expense.  Total other expense for the three and six month period
ended June 30,  2002  increased  $500,000  and  $700,000,  respectively  to $3.3
million and $6.1 million from $2.8 million and $5.4  million,  respectively  for
the  comparable  three  and six  month  period in 2001.  Salaries  and  benefits
increased  $300,000 and $400,000,  respectively  from the comparable  periods in
2001  due to  increases  in  salaries  and  benefits  and  additional  staffing.
Occupancy  expense for the three and six months  ended June 30,  2002  increased
$35,000 and $72,000,  respectively,  to $319,000 and $635,000  from $284,000 and
$563,000,  respectively, for the comparable three and six month periods in 2001.
Such  an  increase  for the  three  and  six  month  period  was  mostly  due to
depreciation   expense   related  to  equipment   purchases  for   technological
improvements.  Other expenses for the three and six month periods ended June 30,
2002 increased $157,000 and $200,000, respectively, to $930,000 and $1.8 million
from  $773,000  and $1.6  million  for the  comparable  periods  in  2001.  Such
increases were related to the normal cost of doing business.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There were no  significant  changes  for the six months  ended June 30,
2002 from the  information  presented  in the 10K  statement,  under the caption
Market Risk, for the year ended December 31, 2001.

                                      -12-

                           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

                  Disclosed in March 31, 2002 Form 10-Q.

Item 5.           Other Information

                  Not applicable.



                                      -13-





                       
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***
                       99.0     Certification  Pursuant  to 18 U.S.C.  Section  1350,  As Adopted  Pursuant  to Section  906 of the
                                Sarbanes-Oxley Act of 2002
                       -------------------------
                       *        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.



                                      -14-


                                   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:    August 12, 2002               By: /s/Charles G. Urtin
                                           ----------------------------------
                                           Charles G. Urtin
                                           President, Chief Executive Officer
                                           And Chief Accounting Officer
                                           (Duly authorized officer)




                                      -15-