As filed with the Securities and Exchange Commission on July 17, 2001

                                           Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                         CCBT FINANCIAL COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)

        MASSACHUSETTS                                        04-3437708
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                               495 STATION AVENUE
                            SOUTH YARMOUTH, MA 02644
                    (Address of Principal Executive Offices)

        CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                            -------------------------

                             John S. Burnett, Clerk
                         CCBT Financial Companies, Inc.
                               495 Station Avenue
                            South Yarmouth, MA 02644
                                 (508) 394-1300
                (Name and Address and Telephone Number including
                         Area Code of Agent for Service)

                            -------------------------

                                 With a copy to:
                                Paul W. Lee, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000

                             -----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================  =======================  =======================  ====================  ===============
             Title of                     Amount to be           Proposed Maximum       Proposed Maximum       Amount of
   Securities to be Registered           Registered (1)         Offering Price Per     Aggregate Offering     Registration
                                                                    Share (2)               Price(2)              Fee
-----------------------------------  -----------------------  -----------------------  --------------------  ---------------
<S>                                   <C>                      <C>                      <C>                   <C>
     Common Stock, par value
         $1.00 per share                    220,000                   $27.93               $6,144,950          $1,536.24
===================================  =======================  =======================  ====================  ===============
</TABLE>

(1)  This Registration  Statement also relates to such  indeterminate  number of
     additional shares of CCBT Financial Companies,  Inc. Common Stock as may be
     required pursuant to the CCBT Financial  Companies,  Inc.  Directors' Stock
     Option  Plan  in the  event  of a  stock  dividend,  reverse  stock  split,
     split-up, recapitalization or other similar event.

(2)  Calculated  solely for  purposes of this  offering  under Rules  457(c) and
     457(h) of the Securities Act of 1933, as amended, based upon the sum of (a)
     the aggregate offering price with respect to 37,500 stock options for which
     the exercise  price is known,  and (b) 182,500  stock options for which the
     exercise  price is not known  multiplied by the average of the high and low
     prices of the  Registrant's  Common Stock  reported on the Nasdaq  National
     Market on July 12, 2001.

================================================================================

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The  information  required  in  Part I of  Form  S-8 to be  contained  in a
prospectus  meeting the  requirements  of Section 10(a) of the Securities Act of
1933, as amended (the  "Securities  Act"),  is not required to be filed with the
Securities  and  Exchange  Commission  and is  omitted  from  this  Registration
Statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 and under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We hereby  incorporate  by reference into this  Registration  Statement the
following  documents  which have been  previously  filed with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"):

     (a) our Annual  Report on Form 10-K for the year ended  December  31, 2000,
filed on March 15, 2001 (File No. 333-72565);

     (b) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
filed on May 15, 2001 (File No. 333-72565);

     (c) our  Current  Report on Form 8-K filed on May 22,  2001 and our Current
Report on Form 8-KA filed on June 4, 2001 (File No. 333-72565); and

     (d) the  description of our Common Stock contained in Exhibits 3.1 and 99.4
to our  Current  Report  on Form 8-K  filed  on  February  11,  1999  (File  No.
000-25381).

     In addition,  all documents  subsequently  filed by us with the  Commission
pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of the Exchange
Act prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

     Not Applicable.


Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

                                       2

<PAGE>

Item 6. Indemnification of Directors and Officers.

     CCBT  Financial   Companies,   Inc.  (the  "Company")  is  a  Massachusetts
corporation.  Chapter 156B, Section 13 of the Massachusetts Business Corporation
Law (the "MBCL"), enables a corporation in its original articles of organization
or an  amendment  thereto to  eliminate  or limit the  personal  liability  of a
director for monetary  damages for violations of the director's  fiduciary duty,
except (i) for any breach of the director's  duty of loyalty to the  corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional  misconduct or a knowing violation of law, (iii) pursuant to
Sections  61 and 62 of the  MBCL  (providing  for  liability  of  directors  for
authorizing  illegal  distributions and for making loans to directors,  officers
and certain  shareholders),  or (iv) for any  transaction  from which a director
derived an improper personal benefit.

     Chapter  156B,  Section 67 of the MBCL,  provides  that a  corporation  may
indemnify directors,  officers, employees and other agents and persons who serve
at its request as  directors,  officers,  employees  or other  agents of another
organization  or who serve at its request in any  capacity  with  respect to any
employee  benefit plan, to the extent specified or authorized by the articles of
organization,  a by-law  adopted by the  stockholders  or a vote  adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors.  Such  indemnification  may  include  payment by the  corporation  of
expenses  incurred  in  defending a civil or criminal  action or  proceeding  in
advance of the final  disposition of such action or proceeding,  upon receipt of
an  undertaking  by the person  indemnified to repay such payment if he shall be
adjudicated  to be not  entitled  to  indemnification  under  Section  67  which
undertaking  may be accepted  with  reference to the  financial  ability of such
person to make repayment.  Any such indemnification may be provided although the
person to be indemnified is no longer an officer, director, employee or agent of
the  corporation or of such other  organization or no longer serves with respect
to any such  employee  benefit  plan.  No  indemnification  shall  be  provided,
however,  for any  person  with  respect to any matter as to which he shall have
been  adjudicated  in any  proceeding  not to have  acted  in good  faith in the
reasonable belief that his action was in the best interest of the corporation or
to the extent that such matter  relates to service  with respect to any employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     Article 6A of the Company's Restated Articles of Organization,  as amended,
provides  that no  director  of the Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a  director  notwithstanding  any  provision  of law  imposing  such  liability;
provided,  however,  that the liability of a director shall not be eliminated or
limited (i) for any breach of the  director's  duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts,  or
(iv) with respect to any transaction from which the director derived an improper
personal benefit.

     The Company's Amended By-laws provide that the Company shall indemnify,  to
the maximum extent permitted from time to time under the law of the Commonwealth
of Massachusetts,  each person who was or is a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit,  proceeding or
investigation,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he is or was,  or has  agreed to become,  a director  or
officer of the Company,  or was serving, or has agreed to serve, in any capacity
with respect to any employee benefit plan of the Company (all such persons being
referred to hereafter as an  "Indemnitee")  against all expenses,  judgments and
fines  incurred by him or on his behalf in  connection  with such action,  suit,
proceeding or  investigation  and any appeal  therefrom,  unless the  Indemnitee
shall be finally adjudicated in such action, suit,  proceeding or investigation,
not to have acted in good faith in the reasonable  belief that his action was in
the best  interests  of the Company  or, to the extent  such  matter  relates to
service with respect to an employee  benefit plan, in the best  interests of the
participants or  beneficiaries  of such employee benefit plan. The Company shall
not  indemnify  an  Indemnitee  seeking  indemnification  in  connection  with a
proceeding  initiated by the Indemnitee  unless the proceeding's  initiation was
approved by the Board of Directors  of the Company or unless the  expenses  were
incurred in connection with an Indemnitee  successfully  establishing his or her
right to indemnification under the bylaws.

                                       3

<PAGE>

     The Amended  By-Laws  also permit the Company to pay  expenses  incurred in
defending any action,  suit proceeding or  investigation in advance of its final
disposition  if the  Company  does not  assume the  defense  of the  Indemnitee,
subject to receipt of an  undertaking by the Indemnitee to repay such payment if
it  is   ultimately   determined   that  the   Indemnitee  is  not  entitled  to
indemnification under the Amended By-Laws.

     The Amended By-Laws further provide that no  indemnification or advancement
of  expenses  may be made if the  Indemnitee  did not act in good  faith  in the
reasonable belief that his action was in the best interest of the Company.  Such
determination  shall be made in each instance by (a) a majority vote of a quorum
of the  directors  of the  Company,  (b) a  majority  vote  of a  quorum  of the
outstanding  shares  of stock of all  classes  entitled  to vote for  directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that  time  parties  to the  action,  suit or  proceeding  in  question,  (c)
independent legal counsel (who may be regular legal counsel to the Company),  or
(d) a court of competent jurisdiction.

     We have directors and officers  liability  insurance for the benefit of our
directors and officers.


Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this Registration Statement:

Exhibits

  4.1     Restated  Articles of Organization of CCBT Financial  Companies,  Inc.
          (incorporated  by  reference  to Exhibit  3.1 to our Form 10-Q for the
          quarter ended  September 30, 1999, as filed on November 15, 1999 (File
          No. 333-72565))

  4.2     Amended By-laws of CCBT Financial  Companies,  Inc.  (incorporated  by
          reference  to  Exhibit  3.2 to our  Form  10-Q for the  quarter  ended
          September   30,  1999,  as  filed  on  November  15,  1999  (File  No.
          333-72565))

  4.3     Specimen  certificate  for  shares  of  Common  Stock  of the  Company
          (incorporated  by reference to Exhibit 4.1 to the Company's  Form 10-K
          for the year ended December 31, 1999, as filed on March 24, 2000 (File
          No. 333-72565))

 *5.1     Opinion of Goodwin  Procter LLP as to the  legality of the  securities
          being registered

*23.1     Consent of Grant Thornton LLP, Independent Auditors

 23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 24.1     Power of Attorney (included on the signature page to this Registration
          Statement)

*99.1     CCBT Financial Companies, Inc. 2001 Directors' Stock Option

*99.2     First  Amendment to CCBT  Financial  Companies,  Inc. 2001  Directors'
          Stock Option Plan

*  Filed herewith.

                                       4

<PAGE>

Item 9. Undertakings.

          (a)  The Company hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                    (iii) To include any material information  with  respect  to
                          the plan of distribution  not previously  disclosed in
                          the Registration  Statement or any material  change to
                          such information in the Registration Statement;

               provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)
               herein do not apply if the information required to be included in
               a  post-effective  amendment by those  paragraphs is contained in
               periodic  reports filed by the Company  pursuant to Section 13 or
               Section  15(d)  of the  Exchange  Act that  are  incorporated  by
               reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a)  or  15(d)  of the  Exchange  Act  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
CCBT Financial  Companies,  Inc.  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in South Yarmouth, Massachusetts on this
17th day of July, 2001.


                                       CCBT FINANCIAL COMPANIES, INC.


                                       By:       /s/ Stephen B. Lawson
                                          -------------------------------------
                                          Stephen B. Lawson
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of CCBT Financial  Companies,
Inc., a Massachusetts  corporation,  do hereby constitute and appoint Stephen B.
Lawson and Noal D. Reid,  and either of them, the lawful  attorneys-in-fact  and
agents  with full power and  authority  to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,  and either one
of them,  determine  may be  necessary  or  advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations  or  requirements  of the  Securities and Exchange  Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                                Capacity                                     Date
      ---------                                --------                                     ----
<S>                            <C>                                                      <C>
/s/ Stephen B. Lawson          President, Chief Executive Officer and Director          July 5, 2001
-----------------------        (Principal Executive Officer)
Stephen B. Lawson

/s/ Noal D. Reid               Chief Financial Officer  and Treasurer                   July 5, 2001
-----------------------        (Principal Financial and Accounting Officer)
Noal D. Reid

/s/ John F. Aylmer             Director                                                 July 5, 2001
-----------------------
John F. Aylmer

/s/ John Otis Drew             Director                                                 July 5, 2001
-----------------------
John Otis Drew

/s/ George D. Denmark          Director                                                 July 5, 2001
-----------------------
George D. Denmark
</TABLE>

                                       6

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------

  4.1     Restated  Articles of Organization of CCBT Financial  Companies,  Inc.
          (incorporated  by  reference  to Exhibit  3.1 to our Form 10-Q for the
          quarter ended  September 30, 1999, as filed on November 15, 1999 (File
          No. 333-72565))

  4.2     Amended By-laws of CCBT Financial  Companies,  Inc.  (incorporated  by
          reference  to  Exhibit  3.2 to our  Form  10-Q for the  quarter  ended
          September   30,  1999,  as  filed  on  November  15,  1999  (File  No.
          333-72565))

  4.3     Specimen  certificate  for  shares  of  Common  Stock  of the  Company
          (incorporated  by reference to Exhibit 4.1 to the Company's  Form 10-K
          for the year ended December 31, 1999, as filed on March 24, 2000 (File
          No. 333-72565))

 *5.1     Opinion of Goodwin  Procter LLP as to the  legality of the  securities
          being registered

*23.1      Consent of Grant Thornton LLP, Independent Auditors

 23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 24.1     Power of Attorney (included on the signature page to this Registration
          Statement)

*99.1      CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan

*99.2     First  Amendment to CCBT  Financial  Companies,  Inc. 2001  Directors'
          Stock Option Plan

*   Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8form39639_7-17.txt", "secsgml_size_bytes": 24167}]
{"company-data": {"conformed-name": "CCBT FINANCIAL COMPANIES INC", "cik": "0001074972", "assigned-sic": "6021", "irs-number": "043437708", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65222", "film-number": "1682739"}, "business-address": {"street1": "495 STATION AVENUE", "city": "SOUTH YARMOUTH", "state": "MA", "zip": "02601", "phone": "5087608323"}, "mail-address": {"street1": "495 STATION AVENUE", "city": "SOUTH YARMOUTH", "state": "MA", "zip": "02601"}, "former-company": {"former-conformed-name": "CCBT BANCORP INC", "date-changed": "19981209"}}
As filed with the Securities and Exchange Commission on July 17, 2001

                                           Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                         CCBT FINANCIAL COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)

        MASSACHUSETTS                                        04-3437708
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                               495 STATION AVENUE
                            SOUTH YARMOUTH, MA 02644
                    (Address of Principal Executive Offices)

        CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                            -------------------------

                             John S. Burnett, Clerk
                         CCBT Financial Companies, Inc.
                               495 Station Avenue
                            South Yarmouth, MA 02644
                                 (508) 394-1300
                (Name and Address and Telephone Number including
                         Area Code of Agent for Service)

                            -------------------------

                                 With a copy to:
                                Paul W. Lee, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000

                             -----------------------

                         CALCULATION OF REGISTRATION FEE
===================================  =======================  =======================  ====================  ===============
             Title of                     Amount to be           Proposed Maximum       Proposed Maximum       Amount of
   Securities to be Registered           Registered (1)         Offering Price Per     Aggregate Offering     Registration
                                                                    Share (2)               Price(2)              Fee
-----------------------------------  -----------------------  -----------------------  --------------------  ---------------
Common Stock, par value
         $1.00 per share                    220,000                   $27.93               $6,144,950          $1,536.24
===================================  =======================  =======================  ====================  ===============
(1)  This Registration  Statement also relates to such  indeterminate  number of
     additional shares of CCBT Financial Companies,  Inc. Common Stock as may be
     required pursuant to the CCBT Financial  Companies,  Inc.  Directors' Stock
     Option  Plan  in the  event  of a  stock  dividend,  reverse  stock  split,
     split-up, recapitalization or other similar event.

(2)  Calculated  solely for  purposes of this  offering  under Rules  457(c) and
     457(h) of the Securities Act of 1933, as amended, based upon the sum of (a)
     the aggregate offering price with respect to 37,500 stock options for which
     the exercise  price is known,  and (b) 182,500  stock options for which the
     exercise  price is not known  multiplied by the average of the high and low
     prices of the  Registrant's  Common Stock  reported on the Nasdaq  National
     Market on July 12, 2001.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The  information  required  in  Part I of  Form  S-8 to be  contained  in a
prospectus  meeting the  requirements  of Section 10(a) of the Securities Act of
1933, as amended (the  "Securities  Act"),  is not required to be filed with the
Securities  and  Exchange  Commission  and is  omitted  from  this  Registration
Statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 and under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We hereby  incorporate  by reference into this  Registration  Statement the
following  documents  which have been  previously  filed with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"):

     (a) our Annual  Report on Form 10-K for the year ended  December  31, 2000,
filed on March 15, 2001 (File No. 333-72565);

     (b) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
filed on May 15, 2001 (File No. 333-72565);

     (c) our  Current  Report on Form 8-K filed on May 22,  2001 and our Current
Report on Form 8-KA filed on June 4, 2001 (File No. 333-72565); and

     (d) the  description of our Common Stock contained in Exhibits 3.1 and 99.4
to our  Current  Report  on Form 8-K  filed  on  February  11,  1999  (File  No.
000-25381).

     In addition,  all documents  subsequently  filed by us with the  Commission
pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of the Exchange
Act prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

                                       2
Item 6. Indemnification of Directors and Officers.

     CCBT  Financial   Companies,   Inc.  (the  "Company")  is  a  Massachusetts
corporation.  Chapter 156B, Section 13 of the Massachusetts Business Corporation
Law (the "MBCL"), enables a corporation in its original articles of organization
or an  amendment  thereto to  eliminate  or limit the  personal  liability  of a
director for monetary  damages for violations of the director's  fiduciary duty,
except (i) for any breach of the director's  duty of loyalty to the  corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve intentional  misconduct or a knowing violation of law, (iii) pursuant to
Sections  61 and 62 of the  MBCL  (providing  for  liability  of  directors  for
authorizing  illegal  distributions and for making loans to directors,  officers
and certain  shareholders),  or (iv) for any  transaction  from which a director
derived an improper personal benefit.

     Chapter  156B,  Section 67 of the MBCL,  provides  that a  corporation  may
indemnify directors,  officers, employees and other agents and persons who serve
at its request as  directors,  officers,  employees  or other  agents of another
organization  or who serve at its request in any  capacity  with  respect to any
employee  benefit plan, to the extent specified or authorized by the articles of
organization,  a by-law  adopted by the  stockholders  or a vote  adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors.  Such  indemnification  may  include  payment by the  corporation  of
expenses  incurred  in  defending a civil or criminal  action or  proceeding  in
advance of the final  disposition of such action or proceeding,  upon receipt of
an  undertaking  by the person  indemnified to repay such payment if he shall be
adjudicated  to be not  entitled  to  indemnification  under  Section  67  which
undertaking  may be accepted  with  reference to the  financial  ability of such
person to make repayment.  Any such indemnification may be provided although the
person to be indemnified is no longer an officer, director, employee or agent of
the  corporation or of such other  organization or no longer serves with respect
to any such  employee  benefit  plan.  No  indemnification  shall  be  provided,
however,  for any  person  with  respect to any matter as to which he shall have
been  adjudicated  in any  proceeding  not to have  acted  in good  faith in the
reasonable belief that his action was in the best interest of the corporation or
to the extent that such matter  relates to service  with respect to any employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     Article 6A of the Company's Restated Articles of Organization,  as amended,
provides  that no  director  of the Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a  director  notwithstanding  any  provision  of law  imposing  such  liability;
provided,  however,  that the liability of a director shall not be eliminated or
limited (i) for any breach of the  director's  duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts,  or
(iv) with respect to any transaction from which the director derived an improper
personal benefit.

     The Company's Amended By-laws provide that the Company shall indemnify,  to
the maximum extent permitted from time to time under the law of the Commonwealth
of Massachusetts,  each person who was or is a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit,  proceeding or
investigation,  whether civil,  criminal,  administrative or  investigative,  by
reason of the fact that he is or was,  or has  agreed to become,  a director  or
officer of the Company,  or was serving, or has agreed to serve, in any capacity
with respect to any employee benefit plan of the Company (all such persons being
referred to hereafter as an  "Indemnitee")  against all expenses,  judgments and
fines  incurred by him or on his behalf in  connection  with such action,  suit,
proceeding or  investigation  and any appeal  therefrom,  unless the  Indemnitee
shall be finally adjudicated in such action, suit,  proceeding or investigation,
not to have acted in good faith in the reasonable  belief that his action was in
the best  interests  of the Company  or, to the extent  such  matter  relates to
service with respect to an employee  benefit plan, in the best  interests of the
participants or  beneficiaries  of such employee benefit plan. The Company shall
not  indemnify  an  Indemnitee  seeking  indemnification  in  connection  with a
proceeding  initiated by the Indemnitee  unless the proceeding's  initiation was
approved by the Board of Directors  of the Company or unless the  expenses  were
incurred in connection with an Indemnitee  successfully  establishing his or her
right to indemnification under the bylaws.

                                       3
The Amended  By-Laws  also permit the Company to pay  expenses  incurred in
defending any action,  suit proceeding or  investigation in advance of its final
disposition  if the  Company  does not  assume the  defense  of the  Indemnitee,
subject to receipt of an  undertaking by the Indemnitee to repay such payment if
it  is   ultimately   determined   that  the   Indemnitee  is  not  entitled  to
indemnification under the Amended By-Laws.

     The Amended By-Laws further provide that no  indemnification or advancement
of  expenses  may be made if the  Indemnitee  did not act in good  faith  in the
reasonable belief that his action was in the best interest of the Company.  Such
determination  shall be made in each instance by (a) a majority vote of a quorum
of the  directors  of the  Company,  (b) a  majority  vote  of a  quorum  of the
outstanding  shares  of stock of all  classes  entitled  to vote for  directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that  time  parties  to the  action,  suit or  proceeding  in  question,  (c)
independent legal counsel (who may be regular legal counsel to the Company),  or
(d) a court of competent jurisdiction.

     We have directors and officers  liability  insurance for the benefit of our
directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The  following  is a complete  list of exhibits  filed or  incorporated  by
reference as part of this Registration Statement:

Exhibits

  4.1     Restated  Articles of Organization of CCBT Financial  Companies,  Inc.
          (incorporated  by  reference  to Exhibit  3.1 to our Form 10-Q for the
          quarter ended  September 30, 1999, as filed on November 15, 1999 (File
          No. 333-72565))

  4.2     Amended By-laws of CCBT Financial  Companies,  Inc.  (incorporated  by
          reference  to  Exhibit  3.2 to our  Form  10-Q for the  quarter  ended
          September   30,  1999,  as  filed  on  November  15,  1999  (File  No.
          333-72565))

  4.3     Specimen  certificate  for  shares  of  Common  Stock  of the  Company
          (incorporated  by reference to Exhibit 4.1 to the Company's  Form 10-K
          for the year ended December 31, 1999, as filed on March 24, 2000 (File
          No. 333-72565))

 *5.1     Opinion of Goodwin  Procter LLP as to the  legality of the  securities
          being registered

*23.1     Consent of Grant Thornton LLP, Independent Auditors

 23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 24.1     Power of Attorney (included on the signature page to this Registration
          Statement)

*99.1     CCBT Financial Companies, Inc. 2001 Directors' Stock Option

*99.2     First  Amendment to CCBT  Financial  Companies,  Inc. 2001  Directors'
          Stock Option Plan

*  Filed herewith.

                                       4
Item 9. Undertakings.

          (a)  The Company hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                    (iii) To include any material information  with  respect  to
                          the plan of distribution  not previously  disclosed in
                          the Registration  Statement or any material  change to
                          such information in the Registration Statement;

               provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)
               herein do not apply if the information required to be included in
               a  post-effective  amendment by those  paragraphs is contained in
               periodic  reports filed by the Company  pursuant to Section 13 or
               Section  15(d)  of the  Exchange  Act that  are  incorporated  by
               reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b) The Company  hereby  undertakes  that, for purposes of determining
any liability  under the  Securities  Act,  each filing of the Company's  annual
report  pursuant  to  Section  13(a)  or  15(d)  of the  Exchange  Act  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
CCBT Financial  Companies,  Inc.  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in South Yarmouth, Massachusetts on this
17th day of July, 2001.

                                       CCBT FINANCIAL COMPANIES, INC.

                                       By:       /s/ Stephen B. Lawson
                                          -------------------------------------
                                          Stephen B. Lawson
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers and directors of CCBT Financial  Companies,
Inc., a Massachusetts  corporation,  do hereby constitute and appoint Stephen B.
Lawson and Noal D. Reid,  and either of them, the lawful  attorneys-in-fact  and
agents  with full power and  authority  to do any and all acts and things and to
execute any and all instruments which said attorneys and agents,  and either one
of them,  determine  may be  necessary  or  advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations  or  requirements  of the  Securities and Exchange  Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof,  and each of the undersigned  hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                                Capacity                                     Date
      ---------                                --------                                     ----
/s/ Stephen B. Lawson          President, Chief Executive Officer and Director          July 5, 2001
-----------------------        (Principal Executive Officer)
Stephen B. Lawson

/s/ Noal D. Reid               Chief Financial Officer  and Treasurer                   July 5, 2001
-----------------------        (Principal Financial and Accounting Officer)
Noal D. Reid

/s/ John F. Aylmer             Director                                                 July 5, 2001
-----------------------
John F. Aylmer

/s/ John Otis Drew             Director                                                 July 5, 2001
-----------------------
John Otis Drew

/s/ George D. Denmark          Director                                                 July 5, 2001
-----------------------
George D. Denmark
6
EXHIBIT INDEX

Exhibit
Number    Description
-------   -----------

  4.1     Restated  Articles of Organization of CCBT Financial  Companies,  Inc.
          (incorporated  by  reference  to Exhibit  3.1 to our Form 10-Q for the
          quarter ended  September 30, 1999, as filed on November 15, 1999 (File
          No. 333-72565))

  4.2     Amended By-laws of CCBT Financial  Companies,  Inc.  (incorporated  by
          reference  to  Exhibit  3.2 to our  Form  10-Q for the  quarter  ended
          September   30,  1999,  as  filed  on  November  15,  1999  (File  No.
          333-72565))

  4.3     Specimen  certificate  for  shares  of  Common  Stock  of the  Company
          (incorporated  by reference to Exhibit 4.1 to the Company's  Form 10-K
          for the year ended December 31, 1999, as filed on March 24, 2000 (File
          No. 333-72565))

 *5.1     Opinion of Goodwin  Procter LLP as to the  legality of the  securities
          being registered

*23.1      Consent of Grant Thornton LLP, Independent Auditors

 23.2     Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 24.1     Power of Attorney (included on the signature page to this Registration
          Statement)

*99.1      CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan

*99.2     First  Amendment to CCBT  Financial  Companies,  Inc. 2001  Directors'
          Stock Option Plan

*   Filed herewith.