Forward Looking Statements:

This report includes certain forward-looking statements that involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include the economic environment, competition, products and pricing in geographic and business areas in which Mayflower Bancorp, Inc. ("the Company") and its wholly owned subsidiary, Mayflower Co-operative Bank (the "Bank") operate, prevailing interest rates, changes in government regulations and policies affecting financial services companies, and credit quality and credit risk management. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Critical Accounting Policies:

Accounting policies involving significant judgments and assumptions by management, which have, or could have, a material effect on the carrying value of certain assets and impact income, are considered critical accounting policies. The Company believes the following are critical accounting policies:

Allowance for Loan Losses:

The provision for loan losses represents a charge or credit against current earnings and an addition to or deduction from the allowance for loan losses. In determining the amount to provide for potential loan losses, the key factor is the adequacy of the allowance for loan losses. Management uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio for purposes of establishing an adequate allowance for loan losses. The methodology includes three elements: (1) an analysis of individual loans deemed to be impaired or potentially impaired, (2) general loss allocations for various types of loans based on loss experience factors, and
(3) an unallocated allowance. The general and unallocated allowances are maintained based on management's assessment of many factors including the risk characteristics of the loan portfolio, concentrations of credit, current and anticipated economic conditions that may effect borrowers' ability to pay, and trends in loan delinquencies and charge-offs.

Material estimates that are susceptible to change in the near-term relate to the allowance for loan losses. Any significant changes in these assumptions and/or conditions could result in higher than estimated losses that could adversely affect the Company's earnings. Management believes that the allowance for loan losses is adequate based on independent appraisals and review of other factors associated with the loans. While management uses available information to recognize loan losses, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, regulatory agencies, as part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to recognize additional allowances based on judgments different than those of management, which could also adversely affect the Company's earnings.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into account all the circumstances surrounding the loan and

Impairment is measured on a loan by loan basis for commercial, commercial real estate, and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of similar balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

The Company also maintains an allowance for possible losses on its outstanding loan commitments. The allowance for loan losses on off-balance sheet credit exposures (shown separately on the balance sheet) is maintained based on expected drawdowns of committed loans and their loss experience factors and management's assessment of various other factors including current and anticipated economic conditions that may effect the borrowers' ability to pay, and trends in loan delinquencies and charge-offs.

Other-Than-Temporarily Impaired Investment Securities:

Management judgment is involved in the evaluation of declines in value of individual investment securities held by the Company. Declines in value that are deemed other-than-temporary are recognized in the income statement through a write-down in the recorded value of the affected security. Management considers many factors in their analysis of which might be classified as other-than-temporarily impaired securities including industry analyst reports, sector credit ratings, volatility in market price and other relevant information such as financial condition, earnings capacity and near term prospects of the issuing company and the length of time and extent to which the market value has been less than cost.

Whenever a debt or equity security is deemed to be other-than temporarily impaired as determined by management's analysis, it is written-down to its current fair market value. Any unfavorable change in general market conditions or the condition of a specific issuer could cause an increase in the Company's impairment write-downs on investment securities, which would have an adverse effect on the Company's earnings.

Liquidity and Capital Resources:

The Company's primary sources of liquidity are deposits, loan payments and payoffs, investment income, principal repayments and maturities of investments, and advances from the Federal Home Loan Bank of Boston. The Company's liquidity management program is designed to insure that sufficient funds are available to meet its daily cash requirements and this management program has proven to be successful toward that end. As a member of The Co-operative Central Bank's Reserve Fund, the Company also has the right to borrow from that entity's Reserve Fund for short-term cash needs by pledging certain assets. The Company has not exercised this right for several years.

The Company believes its capital resources, including deposits, scheduled loan repayments, revenue generated from the sales of loans and investment securities, unused borrowing capacity at the Federal Home Loan Bank of Boston, and revenue from other sources will be adequate to meet its funding commitments and requirements. At October 31, 2008 and April 30, 2008, the Company's and the Bank's capital ratios were in excess of regulatory requirements and the Company and the Bank are considered to be well-capitalized under regulatory requirements.

At October 31, 2008, the Company's total assets were $240.0 million as compared to $243.8 million at April 30, 2008, a decrease of $3.8 million. During the six months ended October 31, 2008, total investment securities decreased by $9.5 million while net loans receivable increased by $1.8 million. Additionally, cash and cash equivalent balances increased by $3.5 million.

During the six months ended October 31, 2008, the Company focused on increasing its residential mortgage portfolio, offering a favorably priced financing package for purchase money mortgages. As a function of this effort, residential mortgages originated during the six months ended October 31, 2008 totaled $9.5 million compared to $7.1 million originated for the same period one year ago. During the period, the Company sold $2.5 million of fixed-rate residential loans in the secondary mortgage market, generating gains of $64,000. This is compared to sales of $4.5 million for the prior year period with gains of $65,000. This activity, combined with other mortgage payoffs and regularly scheduled amortization, resulted in a $2.0 million increase in residential loan balances as compared to April 30, 2008.

Additionally, since April 30, 2008, commercial loan and commercial mortgage balances have increased by $2.0 million or 4.9%. During the same six-month period, net construction loan balances outstanding decreased by $1.4 million or 27.3% as the Company continued to deemphasize the origination of new construction loans, and as properties securing existing loans have been sold. Finally, home equity loans and lines of credit decreased by $667,000 or 2.7%, and consumer loan balances decreased by $196,000 or 10.2%. In aggregate, net loans outstanding increased by $1.8 million from $125.3 million at April 30, 2008 to $127.1 million at October 31, 2008.

The overall strength of the Company's loan portfolio will continue to rely heavily on the health of the New England and local economies. In particular, commercial business, construction and commercial real estate financing are generally considered to involve a higher degree of credit risk than long-term financing of residential properties due to their higher potential for default and the possible difficulty of disposing of underlying collateral, if any.

Non performing assets are comprised of non-accrual loans, non-accrual investments and real estate acquired by foreclosure. Nonperforming loans consist of loans that are more than 90 days past due and loans less than 90 days past due on which the Company has ceased accruing interest. As of October 31, 2008, nonperforming assets totaled $317,000, compared to $1.2 million at April 30, 2008. At October 31, 2008, nonperforming assets were comprised of real-estate acquired by foreclosure totaling $317,000. The Company had no nonperforming loans as of that date.

At October 31, 2008, the Company's allowance for loan losses was $1,378,000, which represented 1.08% of net loans receivable at that date. This compares to $1,375,000 at April 30, 2008, which represented 1.10% of net loans receivable. During the quarter, the Company recovered $3,000 in commercial loans previously charged off. The Company's loan portfolio continues to rely heavily on the strength of the local real estate market and a significant deterioration in that market or other negative economic conditions could have a negative impact on the Company's results. As management continues to closely monitor the Company's loan portfolio, higher provisions for loan losses and foreclosed property expense may be required should economic conditions worsen or the levels of non-performing assets increase.

The Company also maintains an allowance for loan losses for off-balance sheet credit exposures (shown separately on the balance sheet). This allowance totaled $110,000 at October 31, 2008 and April 30, 2008. This allowance is intended to protect the Company against losses on undrawn or unfunded loan commitments made to customers.

Total stockholders' equity decreased by $1.9 million when compared to April 30, 2008. This decrease was due to the payment of dividends to shareholders totaling $0.20 per share or $418,000 and due to an increase in the net unrealized loss on securities available for sale, from a net unrealized loss of $104,000 at April 30, 2008 to a net unrealized loss of $845,000 at October 31, 2008. This unrealized loss relates primarily to fluctuations in investment market values occurring since April 30, 2008. The net loss of $657,000 for the six months ended October 31, 2008 added to these decreases in total stockholders' equity. Finally, stockholders equity increased by $13,000 due to the exercise of employee stock options and decreased by $48,000 due to the repurchase of Company shares. The stockholders' equity to assets ratio was 7.52% at October 31, 2008 as compared to 8.16% at April 30, 2008.

During the quarter ended October 31, 2008, the company recorded a gross other-than-temporary impairment charge of $1.9 million relating to its investment in preferred stock and auction rate preferred stock issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Associate ("Fannie Mae"). The net after tax impact to earnings as a result of this charge was $1.2 million.

Results of Operations:

Comparison of the three months ended October 31, 2008 and October 31, 2007.

General:

The net loss for the three months ended October 31, 2008 was $907,000 compared with net income of $256,000 for the three months ended October 31, 2007, a decrease of $1.2 million. Net interest income increased by $171,000, total non-interest income decreased by $1.9 million, and total non-interest expense increased by $189,000.

The Company's results largely depend upon its net interest margin, which is the difference between the income earned on loans and investments, and the interest paid on deposits and borrowings as a percentage of average interest-earning assets. During the three months ended October 31, 2008, the Company's net interest margin increased from 2.96% to 3.32%. This increase in net interest margin is primarily the result of higher cost certificates of deposit repricing into lower rates at their maturity, and to a lesser degree, due to the receipt of interest totaling $27,000 from a loan previously classified as non-performing.

MAYFLOWER BANCORP, INC. AND SUBSIDIARY

ANALYSIS OF INTEREST RATE SPREAD

The following table reflects the weighted average yield, interest earned, and
the average balances of loans and investments, and the weighted average rates,
interest expense, and the average balances of deposits and borrowed funds for
the periods indicated. The yield data for loans does not include loan
origination and other loan fees.



                                                                       Three months ended October 31,
                                                            2008                                              2007
                                          Average                         Rate                 Average                       Rate
                                        Balance (1)     Interest      (Annualized)           Balance (1)     Interest    (Annualized)
                                                                           (Dollars in Thousands)
Interest-earning assets:
Loans                                  $     127,276   $    2,057                6.46 %     $     137,817   $    2,347           6.81 %
Investment securities                         91,550        1,084                4.74 %            85,565        1,018           4.76 %
Short-term investments and interest
bearing deposits in banks                      5,265           16                1.22 %             4,857           60           4.94 %

All interest-earning assets            $     224,091   $    3,157                5.64 %     $     228,239   $    3,425           6.00 %

Interest-bearing liabilities:
Deposits                                     202,770        1,118                2.21 %           200,859        1,483           2.95 %
Borrowed funds                                17,635          177                4.01 %            21,162          251           4.74 %

All interest-bearing liabilities       $     220,405        1,295                2.35 %     $     222,021        1,734           3.12 %

Net interest income                                    $    1,862                                           $    1,691

Weighted average interest rate
spread (2)                                                                       3.29 %                                          2.88 %

Net interest margin                                                              3.32 %                                          2.96 %

(1) Average balances calculated using daily balances

(2) Represents the weighted average yield earned on all interest earning assets during the period less the weighted average interest rate paid on all interest bearing liabilities.

                                                                    Three months ended October 31,
                                                                            2007 vs. 2008
                                                                  Changes due to increase (decrease)
                                                                            (in thousands)
                                                                                                      Rate/
                                                            Total             Volume       Rate      Volume
Interest income:
Loans                                                     $     (290 )       $   (179 )   $ (120 )   $     9
Investment securities                                             66               71         (5 )        -
Short-term investments                                           (44 )              5        (45 )        (4 )

Total                                                           (268 )           (103 )     (170 )         5

Interest expense:
Deposits                                                        (365 )             14       (375 )        (4 )
Borrowed funds                                                   (74 )            (42 )      (39 )         7

Total                                                           (439 )            (28 )     (414 )         3

Increase (decrease) in net interest and dividend income   $      171         $    (75 )   $  244     $     2

Interest and Dividend Income:

Total interest and dividend income decreased by $268,000, or 7.8%, for the three months ended October 31, 2008. Interest income from loans decreased by $290,000. This decrease was due to a decrease of $10.5 million in the average balance of loans outstanding, coupled with a decrease in the average rate earned on loans from 6.81% to 6.46% on an annualized basis. Interest and dividend income on investment securities increased by $66,000 as a result of an increase of $6.0 million in the average balance of investments, offset by a slight decrease in the average yield earned, from 4.76% in the 2007 quarter to 4.74% in the 2008 quarter. Interest on short-term investments decreased by $44,000 due to a decrease in the average yield earned, from 4.94% in the 2007 quarter to 1.22% in the 2008 quarter, offset by an increase of $408,000 in the average balance of short-term investments.

Interest Expense:

Interest expense decreased by $439,000, or 25.3%, to $1.3 million for the three months ended October 31, 2008. Interest expense on deposits decreased by $365,000 as a result of a decrease in the average rate paid, from 2.95% to 2.21%, offset by an increase of $1.9 million in the average balance of deposits. Interest expense on borrowed funds decreased by $74,000, or 29.5%, for the three months ended October

Provision for Loan Losses:

The provision for loan losses was zero for the quarter ended October 31, 2008 and the quarter ended October 31, 2007. The allowance for loan losses is maintained at a level that management considers adequate to provide for probable losses based upon evaluation of known and inherent risks in the loan portfolio. While management uses available information to evaluate these risks, future additions to the allowance may be necessary based on a number of factors including among others, higher levels of non-performing loans and changes in economic conditions.

Non-interest Income:

Non-interest income decreased by $1.9 million for the three months ended October 31, 2008 as compared to the three months ended October 31, 2007. This decrease was due to an other-than-temporary impairment charge of $1.9 million relating to the Company's investment in preferred stock and auction rate preferred stock issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Associate ("Fannie Mae") recording during the 2008 quarter.

Excluding the other-than-temporary impairment charge, non-interest income increased by $27,000 for the three months ended October 31, 2008 as compared to the three months ended October 31, 2007. This was due to an increase of $22,000 in customer service fees and is a result of increased return check fees and ATM surcharge income. Additionally, loan origination and other loan fees increased by $17,000 and other income increased by $2,000. These were offset by a decrease of $11,000 in gains on sales of loans and a decrease of $3,000 in gains on sales of investments.

Non-interest Expense:

Non-interest expense increased by $189,000 for the three months ended October 31, 2008 as compared to the three months ended October 31, 2007. During the quarter ended October 31, 2008, the Company reduced the carrying balance of its foreclosed property by recording a charge of $100,000 and incurred carrying related expenses of $15,000 for that property. Additionally, FDIC assessment expense increased by $29,000 due to the scheduled resumption of FDIC insurance premiums. Finally, compensation and fringe benefit expense increased by $12,000, occupancy and equipment expense increased by $6,000, data processing expense increased by $10,000, and other expenses increased by $17,000.

Provision for Income Taxes:

The provision for income taxes decreased by $758,000 for the three months ended October 31, 2008 when compared to the three months ended October 31, 2007, due to the net loss recorded in the October 2008 period. Effective income tax rates were 41.9% and 28.9% respectively in the 2008 and 2007 periods. The lower effective tax rate in comparison to statutory rates for the 2007 period is reflective of income earned by a non-Bank investment subsidiary, which is taxed, for state tax purposes, at a lower rate; and by dividends received deductions on dividend income generated by the Company's marketable equity portfolio.

Results of Operations:

Comparison of the six months ended October 31, 2008 and October 31, 2007.

The net loss for the six months ended October 31, 2008 was $657,000 compared with net income of $498,000 for the six months ended October 31, 2007, a decrease of $1.2 million. Net interest income increased by $199,000, total non-interest income decreased by $1.9 million, and total non-interest expense increased by $186,000.

During the six months ended October 31, 2008, the Company's net interest margin increased from 3.03% to 3.26%. This margin increase is primarily the result of the repricing of certificate of deposit accounts into lower yielding instruments.

MAYFLOWER BANCORP, INC. AND SUBSIDIARY

ANALYSIS OF INTEREST RATE SPREAD

The following table reflects the weighted average yield, interest earned and the
average balances of loans and investments and the weighted average rates,
interest expense and the average balances of deposits and borrowed funds for the
periods indicated. The yield data for loans does not include loan origination
and other loan fees.



                                                                       Six months ended October 31,
                                                          2008                                              2007
                                         Average                         Rate                Average                       Rate
                                       Balance (1)     Interest      (Annualized)          Balance (1)     Interest    (Annualized)
                                                                         (Dollars in Thousands)
Interest-earning assets:
Loans                                 $     127,216   $    4,092               6.43 %     $     139,314   $    4,812           6.91 %
Investment securities                        93,092        2,218               4.77 %            84,762        1,976           4.66 %
Short-term investments and interest
bearing deposits in banks                     4,242           31               1.46 %             3,727           93           4.99 %

All interest-earning assets           $     224,550   $    6,341               5.65 %     $     227,803   $    6,881           6.04 %

Interest-bearing liabilities:
Deposits                                    202,705        2,327               2.30 %           200,096        2,921           2.92 %
Borrowed funds                               17,673          359               4.06 %            21,335          504           4.72 %

All interest-bearing liabilities      $     220,378        2,686               2.44 %     $     221,431        3,425           3.09 %

Net interest income                                   $    3,655                                          $    3,456

Weighted average interest rate
spread (2)                                                                     3.21 %                                          2.95 %

Net interest margin                                                            3.26 %                                          3.03 %

(1) Average balances calculated using daily balances

(2) Represents the weighted average yield earned on all interest earning assets during the period less the weighted average interest rate paid on all interest bearing liabilities.