<PAGE>
<PAGE>

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.
_________________________________________________________________

                          FORM 10-Q

           Quarterly Report under Section 13 or 15 (d)
           of the Securities and Exchange Act of 1934
_________________________________________________________________

For Quarter Ended                        Commission File Number
June 30, 1997                                   0-24926

                      CECIL BANCORP, INC.
                      -------------------
    (Exact name of registrant as specified in its charter)


      Maryland                                   52-1883546
      --------                                   ----------
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)            Identification Number)


    127 North Street
    Elkton, Maryland                                21921
    ----------------                                -----
  (Address of principal                           (Zip Code)
  executive office)

                         410 398-1650
                        --------------
               (Registrant's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or 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 outstanding of common stock 
                    as of June 30, 1997

$0.01 par value common stock                  469,358 shares
----------------------------                  --------------
         class                                 outstanding 


<PAGE>
<PAGE>


           CECIL BANCORP, INC., AND SUBSIDIARIES           

                      CONTENTS

PART I.              FINANCIAL INFORMATION                 PAGE
                                                           ----
     ITEM 1.  Financial Statements (Unaudited)

             Consolidated Condensed Statements of 
             Financial Condition - June 30, 1997
             and December 31, 1996                         3-4

             Consolidated Condensed Statements of 
             Operations for Six Months Ended and   
             Three Months Ended June 30, 1997 and
             June 30, 1996                                 5

             Consolidated Condensed Statement of 
             Cash Flows for Six Months Ended 
             June 30, 1997 and June 30, 1996              6-7

             Notes to Consolidated Condensed 
             Financial Statements                          8

     ITEM 2. Management's Discussion and Analysis
             of Financial Condition and Results 
             of Operations                                9-16

PART II.             OTHER INFORMATION                     17




<PAGE>
<PAGE>

            CECIL BANCORP, INC. AND SUBSIDIARIES
            ------------------------------------

       CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
       ----------------------------------------------

                            ASSETS
                            ------
<TABLE>
<CAPTION>

                                            June 30,       December 31,
                                              1997             1996
                                          ------------     ------------
                                           (Unaudited)
<S>                                        <C>             <C>
Cash                                        $ 1,914,148    $ 1,678,415
Cash - Interest-bearing                       3,002,685        502,207
Investment securities 
      Securities held-to-maturity             2,500,571      2,490,069
      Securities available-for-sale at 
        estimated market value                  510,932        496,358
Mortgage-backed securities
      Securities held-to-maturity               475,464        531,775
      Securities available-for-sale at 
        estimated market value                1,552,874      1,633,338
Loans receivable, net                        50,805,141     49,779,988
Loans held for sale                           1,434,212      1,707,883
Real estate owned                               147,258
Office properties, equipment and leasehold
  improvements at cost, less accumulated
  depreciation and amortization                 601,236        508,824
Stock in Federal Home Loan Bank of
  Atlanta - at cost                             438,100        422,900
Accrued interest receivable                     428,360        432,828
Prepaid expenses                                 30,620         42,878
Other assets                                     49,989         36,160
                                            -----------    -----------
        TOTAL ASSETS                        $63,891,590    $60,263,623
                                            ===========    ===========
</TABLE>

                                                                  
 



<PAGE>
<PAGE>

               CECIL BANCORP, INC. AND SUBSIDIARIES
               ------------------------------------

         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
         ----------------------------------------------

              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------
<TABLE>
<CAPTION>
                                             June 30,       December 31,
                                               1997             1996
                                           ------------     ------------
                                            (Unaudited)
<S>                                         <C>             <C>
LIABILITIES
    Savings deposits                           $52,995,357     $47,365,022
    Advance payments by borrowers for
      property taxes and insurance               1,241,944         711,247
    Employee stock ownership debt                  308,064         308,064
    Other liabilities                              289,170         323,327
    Deferred taxes                                   9,192           2,877
    Advances from Federal Home 
      Loan Bank of Atlanta                       1,750,000       4,500,000
                                               -----------     -----------

           TOTAL LIABILITIES                    56,593,727      53,210,537
                                               -----------     -----------

COMMITMENTS 

STOCKHOLDERS' EQUITY
   Common stock, $.01 par value
      Authorized:  4,000,000 shares
   Issued and outstanding:  469,358 shares           4,694           4,694
   Additional paid in capital                    3,947,226       3,940,728
   Net unrealized gain on securities
      available-for-sale, net of 
      deferred taxes                                12,478          13,139
   Employee stock ownership debt                  (308,064)       (308,064)
   Deferred compensation - Management
     Recognition Plan                             (118,361)       (156,047)
   Retained earnings, 
      substantially restricted                   3,759,890       3,558,636
                                               -----------     -----------

           TOTAL STOCKHOLDERS' EQUITY            7,297,863       7,053,086
                                               -----------     -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' 
            EQUITY                             $63,891,590     $60,263,623
                                               ===========     ===========

</TABLE>
<PAGE>
<PAGE>
                    CECIL BANCORP, INC. AND SUBSIDIARIES
                    ------------------------------------
                      CONSOLIDATED STATEMENTS OF INCOME
                      ---------------------------------
<TABLE>
<CAPTION>
                                          Quarter Ended         Six Months Ended   
                                             June 30,               June 30,
                                        ----------------      ------------------
                                          1997      1996        1997        1996
                                         ------    ------      ------      ------
                                      (Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S>                                    <C>        <C>         <C>         <C>
INTEREST INCOME
  Loans receivable                    $1,119,873  $1,055,699  $2,216,574  $2,050,616
  Mortgage-backed securities              34,156      12,088      69,737      26,339
  Investment securities                   32,445      30,089      61,655      63,974
  Other interest-earning assets           47,469      21,926      75,677      44,549
                                      ----------  ----------  ----------  ----------
     Total interest income             1,233,943   1,119,802   2,423,643   2,185,478

INTEREST EXPENSE
  Deposits
    NOW accounts                          20,020      16,744       37,264     34,454
    Passbook accounts                     73,311      74,620      144,787    148,334
    Money market deposit accounts         17,189      19,427       34,949     40,926
    Certificates                         451,072     410,222      862,376    819,289
                                      ----------  ----------  ----------  ----------
  Interest expense on deposits           561,592     521,013    1,079,376  1,043,003
  Borrowings                              39,836      18,772       99,752     31,147
                                      ----------  ----------  ----------  ----------
       Total interest expense            601,428     539,785    1,179,128  1,074,150
                                      ----------  ----------  ----------  ----------
     
       Net interest income               632,515     580,017    1,244,515  1,111,328
    Provision for loan losses             25,500       9,000       36,000     18,000
                                      ----------  ----------  ----------  ----------
       Net interest income after  
         provision for loan losses       607,015     571,017    1,208,515  1,093,328

NONINTEREST INCOME 
    Loan service charges                   8,574       6,795       17,395     13,468
    Dividends on FHLB stock                7,599       7,623       15,306     15,123
    Gain on sale of loans                 17,856       1,257       22,592      6,050
    Other                                 56,215      50,076      105,420     93,970
                                      ----------  ----------   ---------- ----------
       Total noninterest income           90,244      65,751      160,713    128,611

NONINTEREST EXPENSE
    Compensation and benefits            243,765     216,461      481,913    480,865
    Occupancy expense                     24,183      23,751       53,731     50,241
    Equipment and data processing 
      expense                             41,013      39,095       87,285     79,881
    SAIF deposit insurance premium        12,975      30,262       19,719     59,773
    Other                                132,415      94,602      243,533    187,198
                                      ----------  ----------  ----------  ----------
       Total noninterest expense         454,351     404,171      886,181    857,958
                                      ----------  ----------   ---------- ----------
       Income before income taxes        242,908     232,597      483,047    363,981

INCOME TAXES
    Current                               85,296      67,259      184,272    125,067
    Deferred                              14,770       7,609        3,649      2,520
       Total income taxes                100,066      74,868      187,921    127,587
                                      ----------  ----------   ---------- ----------
NET INCOME                            $  142,842  $  157,729   $  295,126 $  236,394
                                      ==========  ==========   ========== ==========
Earnings per common share and
    common share equivalent           $      .32  $      .36   $      .67 $      .54
                                      ==========  ==========   ========== ==========
Earnings per common share - 
    assuming full dilution            $      .32  $      .36   $      .67 $      .54
                                      ==========  ==========   ========== ==========
Cash dividends paid per common share  $      .10  $      .08   $      .20 $      .18
                                      ==========  ==========   ========== ==========
</TABLE>

<PAGE>                                                 
                    CECIL BANCORP, INC. AND SUBSIDIARIES
                    ------------------------------------
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -------------------------------------
<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                         June 30,
                                               -----------------------------
                                                   1997             1996
                                               ------------     ------------
                                                (Unaudited)     (Unaudited)
<S>                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Interest and fees received on 
    loans and investments                        $ 2,542,273     $ 2,242,447
  Cash paid to suppliers and employees          (    848,550)   (    818,507)
  Proceeds from sale of loans                      1,703,325         196,992
  Origination of loans held for sale            (  1,506,800)   (  1,809,700)
  Interest paid                                 (  1,179,128)   (  1,074,150)
  Income taxes paid                             (    187,334)   (    112,756)
                                                 -----------     -----------
     NET CASH PROVIDED (USED) BY OPERATING 
       ACTIVITIES                                    523,786    (  1,375,674)
                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of
    investment securities                          2,500,000       1,000,000
  Proceeds from maturities of
    mortgage-backed securities                       136,638         274,932
  Purchases of investment securities            (  2,501,641)   (  1,720,625)
  Purchases of mortgage-backed securities                       (  1,722,837)
  Loans originated                              (  8,410,502)   ( 11,047,228)
   Principal collected on loans                     7,449,087       9,004,958
  Purchases of office properties, equipment
    and leasehold improvements                  (    115,859)   (     92,736)
  Purchase of real estate owned                 (    147,258)
  Purchase of stock in Federal Home Loan
    Bank of Atlanta                             (     15,200)             
                                                 -----------     -----------
    NET CASH USED BY INVESTING ACTIVITIES       (  1,104,735)   (  4,303,536)
                                                 -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in demand deposits,
  NOW accounts, and savings accounts              16,198,249      16,364,266
  Proceeds from sales of certificates              5,894,684       5,936,502
  Payments of maturing certificates of deposits ( 16,462,598)   ( 18,869,787)
  Increase in advance payments by borrowers
     for property taxes and insurance                530,697         675,120
  Dividends paid                                (     93,872)   (     84,723)
  Advances (repayments) from Federal Home
     Loan Bank of Atlanta                       (  2,750,000)      1,500,000
  Proceeds from issuance of common stock                             178,799
  Purchase of common stock                                      (    352,843)
                                                 -----------     -----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES      3,317,160       5,347,334
                                                 -----------     -----------
NET INCREASE (DECREASE) IN CASH                    2,736,211    (    331,876)

CASH
   BEGINNING OF PERIOD                             2,180,622       2,252,544
                                                 -----------     -----------

   END OF PERIOD                                 $ 4,916,833     $ 1,920,668
                                                 ===========     ===========
</TABLE>

<PAGE>
<PAGE>                                                           
                    CECIL BANCORP, INC. AND SUBSIDIARIES
                    ------------------------------------
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    -------------------------------------
<TABLE>
<CAPTION>
(Continued)
                                                     Six Months Ended
                                                         June 30,
                                               -----------------------------
                                                   1997             1996
                                               ------------     ------------
                                                (Unaudited)     (Unaudited)
<S>                                             <C>             <C>
RECONCILIATION OF NET INCOME TO
    NET CASH PROVIDED (USED) BY
    OPERATING ACTIVITIES

Net Income                                       $   295,126    $   236,394

Adjustments to reconcile net income
   to net cash provided by operating
   activities: 
     Depreciation                                     23,447         23,310
     Provision for loan losses                        36,000         18,000
     Amortization of investment
       security premiums (discounts)            (      8,873)  (      7,077)
     Stock dividends                            (     15,086)  (      8,951)
     Increase (decrease) in accrued
        interest receivable                             4,468   (     49,564)
      Decrease in deferred tax asset                                   2,520
     (Increase) decrease in prepaid expenses          12,258   (      4,342)
     (Increase) decrease in other assets        (     13,829)         4,701
     Decrease in other liabilities              (     34,157)  (      9,594)
     (Increase) decrease in loans held for sale      173,933   (  1,618,758)
     Release of vested MRP shares                     44,184         37,687
     Increase in deferred tax liability                6,315
                                                 -----------    -----------
                                                     228,660   (  1,612,068)
                                                 -----------    -----------
                                                 $   523,786   ($ 1,375,674)
                                                 ===========    ===========
</TABLE>
           <PAGE>
<PAGE>

               CECIL BANCORP, INC. AND SUBSIDIARIES
               ------------------------------------
  
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    ------------------------------------------------------
                       JUNE 30, 1997
                       --------------

(1)  BASIS OF PRESENTATION
--------------------------

(1)  Summary of Significant Accounting Policies
     ------------------------------------------
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the accounting policies in
effect at December 31, 1996, as set forth in the annual
consolidated financial statements of Cecil Bancorp, Inc. and
Subsidiaries (the "Bank").  In the opinion of Management, all
adjustments necessary for a fair presentation of the consolidated
financial statements are of a normal recurring nature and have
been included.

The results of operation for the six month periods ended June 30,
1997 and  1996, are not necessarily indicative of the results to
be expected for the full year.

(2)  Earnings per Share
     ------------------
Earnings per common share for 1997 are computed by dividing net
income by the weighted average number of shares of common stock
outstanding.  The weighted average number of shares of common
stock and common stock equivalents was 440,749.  The weighted
average number of shares of common stock and common stock
equivalents for computation of earnings per common share - fully
diluted was 440,845.  

(3) Other Financial Information
    ---------------------------
Simon, Master & Sidlow, P.A., Cecil Bancorp's independent
certified public accountants, performed a limited review of the
financial data presented on pages 1 through 5 inclusive.  The
review was performed in accordance with standards for such
reviews established by the American Institute of Certified Public
Accountants.  The review did not constitute an audit;
accordingly, Simon, Master & Sidlow, P.A. did not express an
opinion on the aforementioned data.  The financial data includes
any material adjustments or disclosures proposed by Simon, Master
& Sidlow, P.A. as a result of their review.

      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

GENERAL
-------

Cecil Bancorp, Inc. ("the Company") was incorporated under the
laws of the State of Maryland in July 1994.  On November 10,
1994, Cecil Federal Savings Bank ("Cecil Federal" or the "Bank")
converted from mutual to stock form and reorganized into the
holding company form of ownership as a wholly owned subsidiary of
the Company.  As a result of the conversion and reorganization,
the Company issued and sold 481,361 shares of its common stock at
a price of $10.00 per share to its depositors, borrowers, stock
benefit plans and the public, thereby recognizing net proceeds of
$4,315,057.  The Company's common stock is registered with the
Securities and Exchange Commission ("SEC") under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act").  The
Company is classified as a unitary savings institution holding
company subject to regulation by the Office of Thrift Supervision
("OTS") of the Department of the Treasury.

The Company is primarily engaged in the business of directing,
planning and coordinating the business activities of Cecil
Federal.  Accordingly, the information set forth in this report,
including financial statements and related data, relates
primarily to the Bank and its subsidiaries.  In the future, the
Company may become an operating company or acquire or organize
other operating subsidiaries, including other financial
institutions.  Currently, the Company does not maintain offices
separate from those of Cecil Federal or employ any persons other
than its officers who are not separately compensated for such
service.

Cecil Federal is principally engaged in the business of
attracting savings deposits from the general public and investing
those funds in loans for the purchase and construction of one-to-
four family residential real  estate, primarily located in Cecil
County, Maryland, and in originating to a lessor extent, land
loans, commercial real estate loans, equity loans, consumer loans
and student loans.  Also, during periods of reduced loan demand,
the Bank invests excess funds in mortgage-backed securities and
other investment securities, such as U.S. Treasury obligations
and overnight funds in the Federal Home Loan Bank of Atlanta.  

Cecil Federal's profitability is primarily dependent upon its net
interest income, which is the difference between interest earned
on its loan and investment portfolios and the cost of funds or
interest paid on deposits.  Net interest income is directly
affected by the relative amounts of interest-earning assets and
interest-bearing liabilities and the interest rates earned or
paid on these balances.

To a lesser extent, the Bank's profitability is also affected by
the level of noninterest income and expense.  Noninterest income
consists primarily of service fees and gains on sales of
investments.  Noninterest expenses include salaries and benefits,
occupancy expenses, equipment and data processing expenses,
deposits insurance expenses and other operating expenses.

The most significant outside factors influencing the operations
of Cecil Federal and other banks include general economic
conditions, competition in the local marketplace and related
monetary and fiscal policies of agencies that regulate financial
institutions.  More specifically, lending activities are
influenced by the demand for real estate financing and other
types of loans, which in turn are affected by the interest rates
at which such loans may be offered and other factors affecting 
      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

loan demand and funds availability, while the costs of funds
(deposits) are influenced by interest rates on competing deposits
and general market rates of interest.
   
ASSET /LIABILITY MANAGEMENT
---------------------------
The ability to maximize net interest income is largely dependent
upon the achievement of a positive interest rate spread (the
difference between the weighted average interest yields earned on
interest-earning assets and the weighted average interest rates
paid on interest-bearing liabilities) that can be sustained
during fluctuations in prevailing interest rates.  Cecil
Federal's asset/liability management policies are designed to
reduce the impact of changes in interest rates on its net
interest income by achieving a more favorable match between the
maturities and repricing dates of its interest-earning assets and
interest-bearing liabilities.  The Bank has implemented these
policies by generally emphasizing the origination of one-year,
three-year and five-year adjustable rate mortgage loans and
short-term consumer lending.  The bank now offers an adjustable
rate product which remains fixed for the first ten years and then
converts to a one-year adjustable.  Prior to June 1994, most
fixed-rate mortgages offered by the Bank were originated for sale
in the secondary market.  From July 1, 1994 through June 30, 1995
the bank elected to not sell fixed rate mortgages that were
originated, but chose to maintain them in its portfolio. 
Management has been monitoring the retention of fixed rate loans
through its asset/liability management policy.  Beginning July 1,
1995, the bank began originating fixed rate mortgages for sale in
the secondary market.

Management intends to continue to concentrate on maintaining its
interest rate spread in a manner consistent with its lending
policies, which is principally the origination of adjustable-rate
mortgages, with an appropriate blend of fixed rate mortgage loans
in its primary market area.

FINANCIAL CONDITION
-------------------
Comparison of Financial Condition at June 30, 1997 and December
31, 1996.

The Company's total assets at June 30, 1997 increased $3,627,967
or 6.0% to $63,891,590 from $60,263,623 at December 31, 1996. 
The increase was primarily the result of an increase in cash and
loans receivable.  Total liabilities increased $3,383,190 or 6.4%
to $56,593,727 at June 30, 1997 from $53,210,537 at December 31,
1996.  This increase was a result of  an increase in savings
deposits and escrows.  Stockholders' equity increased $244,777,
which included a dividend payments of $0.10 per share during the
first and second quarter of 1997.

Cash increased $235,733 or 14.0% to $1,914,148 at June 30, 1997
from $1,678,415 at December 31, 1996.  Interest-bearing cash
increased $2,500,478, up 497.9% to $3,002,685 at June 30, 1997
from $502,207 at December 31, 1996.

Loans receivable increased $1,025,153 or 2.1% to $50,805,141 at
June 30, 1997 from $49,779,988 at December 31, 1996.  The
increase in loans receivable was a result of increased loan
volumes.  The loans held-for-sale portfolio decreased $273,671 or 

      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS


16.0% to $1,434,212 at June 30, 1997 from $1,707,883 at December
31, 1996.  The decrease was the result of loans sold in the
amount of $1,060,938 offsetting originations of $992,000 in fixed
rate loans held for sale.  Loans held-for-sale will continually
be sold to fund portfolio needs.  Real Estate Owned increased
$147,258 or 100% at June 30, 1997.  On June 30, 1997, the Bank
acquired a single-family dwelling through foreclosure.  This
property will be marketed for sale.

Total savings deposits increased $5,630,335 or 11.9% to
$52,995,357 at June 30, 1997 from $47,365,022 at December 31,
1996.  Increases are attributable to cross selling and marketing
plans.  Decreases in the Bank's outstanding advances from the
Federal Home Loan Bank of Atlanta were the result of excess cash
reserves through strong deposit growth.  The outstanding balance
decreased by $2,750,000 or 61.1% to $1,750,000 at June 30, 1997
from $4,500,000 at December 31, 1996.

RESULTS OF OPERATIONS
---------------------

Three Months Ended June 30, 1997   Net income for the three-month
period ended June 30, 1997 decreased 9.4% to $142,842 as compared
to net income for the same period in 1996 of $157,729.  The
annualized return on average assets and annualized return on
average equity were 0.91% and 7.90% respectively, for the three-
month period ended June 30, 1997.  This compares to an annualized
return on average assets and annualized return on average equity
of 1.10% and 9.04% respectively, for the same period in 1996.

Net interest income, the Bank's primary source of income,
increased 9.1% up $52,498 for the three months ended June 30,
1997, over the same period in 1996.  The weighted average yield
on interest earning assets increased from 8.16% for the three
months ended June 30, 1996 to 8.32% for the three months ended
June 30, 1997.  The weighted average rate paid on interest
bearing liabilities increased from 3.93% for the three months
ended June 30, 1996 to 4.56% for the three months ended June 30,
1997.

Interest on loans receivable increased by $64,174 or 6.1%, from
$1,055,699 for the three months ended June 30, 1996 to $1,119,873
for the three months ended June 30, 1997.  The increase is
attributable to an increase in the average balance outstanding of
$2,080,046.  The weighted average yield increased from 8.50% for
the three months ended June 30, 1996 to 8.65% for the three
months ended June 30, 1997.

Interest on mortgage backed securities increased $22,068 or
182.6%, from $12,088 for the three months ended June 30, 1996 to
$34,156 for the three months ended June 30, 1997.  The increase
was the result of an increase in the average outstanding balance
and weighted average yield.

Interest on investment securities increased $2,356 or 7.8% from
$30,089 for the three months ended June 30, 1996 to $32,445 for
the three months ended June 30, 1997.  The average outstanding
balance increased $175,399 from $2,333,318 for the three months
ended June 30, 1996 to $2,508,717 for the three months ended June
30, 1997.  The weighted average yield increased from 4.80% for
the three months ended June 30, 1996 to 5.56% for the three
months ended June 30, 1997. The average outstanding balance and
weighted average yield increased slightly.
      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

Interest on other investments increased $25,543, or 116.5% from
$21,926 for the three months ended June 30, 1996 to $47,469 for
the three months ended June 30, 1997.  The average outstanding
balance increased $1,758,782 from $1,376,940 for the three months
ended June 30, 1996 to $3,135,722 for the three months ended June
30, 1997.  The weighted average yield decreased from 6.37% for
the three months ended June 30, 1996 to 6.06% for the three
months ended June 30, 1997. The average balance outstanding
increased due to the investment of excess cash in an FHLB time
deposit.

Interest on savings deposits increased $40,579, or 7.8% from
$521,013 for the three months ended June 30, 1996 to $561,592 for
the three months ended June 30, 1997.  The average balance
outstanding increased $3,964,405 for the period noted above.  The
weighted average rate paid on deposits increased from 3.88% for
the three months ended June 30, 1996 to 4.34% for the three
months ended June 30, 1997.  Interest expense paid on borrowings
increased $21,064, or 112.2% from $18,772 for the three months
ended June 30, 1996 to $39,836 for the three months ended June
30, 1997.  Increases are attributable to an increase in the
average balance outstanding and an increase in the weighted
average cost of funds.

Noninterest income increased 37.3%, up $24,493 for the three
months ended June 30, 1997, over the same period in 1996.  Loan
servicing fees increased 26.2%, up $1,779 for the three months
ended June 30, 1997 over the same period in 1996.   There was an
increase in gains on the sale of loans for the three months ended
June 30, 1997 of $16,599 over the same period in 1996.  This
increase was attributable to the Bank's decision to continually
sell loans on the secondary market during 1996 to fund portfolio
needs.  Other noninterest income increased 12.3%, up $6,139 for
the three months ended June 30, 1997 over the same period in
1996.  Increases in this area can be primarily attributable to
increased service charges, as a result of steady growth of demand
deposits, and the usage of two ATM machines, which are primarily
used by non-customers.

Noninterest expense increased 12.4%, up $50,180 for the three
months ended June 30, 1997, over the same period in 1996. 
Compensation and benefits increased 12.6% for the three months
ended June 30, 1997 over the same period in 1996, which is a
result of general merit increases and costs of benefits and the
hiring of an additional full-time employee.  The SAIF deposit
premium decreased 57.1% for the three months ended June 30, 1997
over the same period in 1996, as a result of reduced SAIF
insurance rates.  Other expenses increased by 40.0% for the three
months ended June 30, 1997 over the same period in 1996, as a
result of increased legal expenses, accounting and audit
expenses, meeting expenses, and charitable contributions.

Income tax expense for the three-month period ended June 30, 1997
and 1996 was $100,066 and $74,868, which equates to effective
rates of 41.2% and 32.1% respectively.

Six Months Ended June 30, 1997 Net income for the six-month
period ended June 30, 1997 increased $58,732 or 24.8% to
$295,126, compared to net income of $236,394 for the same period
in 1996.  The annualized return on average assets and annualized
return on average equity were 0.96% and 8.21% respectively, for
the six-month period ended June 30, 1997.  This compares to an
annualized return on average assets and annualized return on
average equity of 0.84% and 6.76% respectively, for the same
period in 1996.
      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

Net interest income, the Bank's primary source of income,
increased 10.9% up $238,165 for the six months ended June 30,
1997, over the same period in 1996.  The weighted average yield
on interest earning assets increased from 8.12% for the six
months ended June 30, 1996 to 8.31% for the six months ended June
30, 1997.  The weighted average rate paid on interest bearing
liabilities increased from 4.04% for the six months ended June
30, 1996 to 4.65% for the six months ended June 30, 1997.

Interest on loans receivable increased by $165,958 or 8.1%, from
$2,050,616 for the six months ended June 30, 1996 to $2,216,574
for the six months ended June 30, 1997.  The increase is
attributable to an increase in the average balance outstanding of
$2,929,840.  The weighted average yield increased from 8.50% for
the six months ended June 30, 1996 to 8.55% for the six months
ended June 30, 1997.

Interest on mortgage backed securities increased $43,398 or
164.8%, from $26,339 for the six months ended June 30, 1996 to
$69,737 for the six months ended June 30, 1997.  The average
outstanding balance increased $1,078,256 from $1,006,786 for the
six months ended June 30, 1996 to $2,085,042 for the six months
ended June 30, 1997.  The weighted average yield increased from
5.23% for the six months ended June 30, 1996 to 6.69% for the six
months ended June 30, 1997.  No new purchases of mortgage backed
securities were made in 1997.

Interest on investment securities decreased $2,319 or 3.6% from
$63,974 for the six months ended June 30, 1996 to $61,655 for the
six months ended June 30, 1997.  The average outstanding balance
decreased $435,065 from $2,599,320 for the six months ended June
30, 1996 to $2,164,255 for the six months ended June 30, 1997. 
The weighted average yield increased from 4.92% for the six
months ended June 30, 1996 to 5.70% for the six months ended June
30, 1997.

Interest on other investments increased $31,128, or 69.9% from
$44,549 for the six months ended June 30, 1996 to $75,677 for the
six months ended June 30, 1997.  The average balance outstanding
increased $930,778, up from $1,277,959 for the six months ended
June 30, 1996 to $2,208,737 for the six months ended June 30,
1997.  The weighted average yield decreased slightly from 6.97%
for the six months ended June 30, 1996 to 6.85% for the six
months ended June 30, 1997.  The average balance outstanding
increased due to the investment of excess cash in an FHLB time
deposit.

Interest on savings deposits increased $36,373, or 3.5% from
$1,043,003 for the six months ended June 30, 1996 to $1,079,376
for the six months ended June 30, 1997.  The average balance
outstanding increased $2,861,724 for the period noted above.  The
weighted average rate paid on deposits increased from 4.09% for
the six months ended June 30, 1996 to 4.33% for the six months
ended June 30, 1997.  Interest expense paid on borrowings
increased $68,605, or 220.3% from $31,147 for the six months
ended June 30, 1996 to $99,752 for the six months ended June 30,
1997.  Increases are attributable to increases in the average
balance outstanding and the weighted average cost of funds.

Noninterest income increased to $32,102 or 25.0% to $160,713 for
the six months ended June 30, 1997 from $128,611 for the same
period in 1996.  Loan servicing fees increased 29.2%, up $3,927
for the six months ended June 30, 1997 over the same period in
1996.  This was a result of the increased balances in the loan
servicing portfolio.  Gain on sale of loans was up $16,542 or
273.4% for the six months ended June 30, 1997 over the same
period in 1996, as a result of the sale of fixed rate 

      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

loans in the secondary market.  Other fees increased 12.2% up
$11,450 for the six months ended June 30, 1997 over the same
period in 1996.  Increases were primarily attributable to
increases in fee income, from service charges and additional fees
associated with the Bank's two ATM machines.

Noninterest expense increased $28,223 or 3.2% to $886,181 for the
six-month period ended June 30, 1997 from $857,958 for the six
months ended June 30, 1996.  The SAIF deposit premium decreased
67.0%, down $40,054 for the six months ended June 30, 1997, over
the same period in 1996.  Decreases were a result of reduced SAIF
insurance rates.  Other expenses increased 30.1%, up $56,335 for
the six-month period ended June 30, 1997, over the same period in
1996.  The increase was attributable to an increase in legal
fees, audit and accounting fees, meeting expenses, and charitable
contributions.

Income tax expense for the six-month period ended June 30, 1997
and 1996 was $187,921 and $127,587 which equates to effective
rates of 38.9% and 35.1% respectively.
      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

Nonperforming Assets and Problem Loans
--------------------------------------

Management reviews and identifies all loans and investments that
require designation as nonperforming assets.  These assets
include: (I) loans accounted for on a nonaccrual basis,
consisting of all loans 90 or more days past due; (ii) troubled
debt restructuring; and (iii) assets acquired in settlement of
loans.  The following table sets forth certain information with
respect to nonperforming assets at June 30, 1997:

<TABLE>
<CAPTION>

                                              1997        1996
                                              ----        ----
<S>                                        <C>          <C>
Nonperforming loans:                                           
Residential mortgage                       $504,756     $381,565
Consumer and other                           12,127      133,585


Assets acquired in settlement of loans:
Real estate held for development and sale
Real estate held for investment and sale                         
Repossessed assets                         $147,258     $ 73,000
                                           --------     --------
Total nonperforming assets                 $664,141     $588,150
                                           ========     ========
</TABLE>

Residential mortgages classified consisted of nine loans with
balances ranging from $7,000 to $154,000.  Classified consumer
loans consisted of three loans with balances ranging from $700 to
$6,000 as of June 30, 1997.  The Bank acquired a single-family
dwelling on June 30, 1997, as a result of a foreclosure.  The
Bank will market the property for sale.

The provision for losses on loans is determined based on
management's review of the loan portfolio and analysis of
borrowers' ability to repay, past collection experience, and risk
characteristics.

      <PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES

    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS

CAPITAL ADEQUACY
----------------

The Company  Capital adequacy refers to the level of capital
required to sustain asset growth and to absorb losses.  There are
currently no regulatory capital guidelines or requirements for
the Company.

The Bank   The Office of Thrift Supervision ("OTS"), which is the
bank's primary regulator, has established requirements for
tangible, core and risk-based measures of capital.  As a result,
the three capital measures mentioned above were as follows at
June 30, 1997:
<TABLE>
<CAPTION>

                             Tangible     Core     Risk Based
-----------------------------------------------------------------
<S>                          <C>          <C>      <C>
Available capital            $7,376      $7,376      $7,524
Required capital                959       1,918       3,063
                             ------      ------      ------
Excess                       $6,417      $5,458      $4,461
                             ======      ======      ======

Available capital             11.54%      11.54%      19.65%
Required capital               1.50%       3.00%       8.00%
                              -----       -----       ----- 
Excess                        10.04%       8.54%      11.65%
                              =====       =====       =====  
</TABLE>

The Federal Deposit Improvement Act of 1991 ("FDICIA")
established five capital categories which are used to determine
the rate of deposit insurance premiums paid by insured
institutions, thus introducing the concept of risk adjusted
premiums.  This act has the effect of requiring weaker banks to
pay higher insurance premiums while allowing healthier, well-
capitalized banks to pay lower premiums.  The following table
summarizes the five capital categories and the minimum capital
requirements for each of the three capital requirements:
<TABLE>
<CAPTION>
                                Tangible    Core      Risk Based
-----------------------------------------------------------------
<S>                             <C>         <C>       <C>
Well capitalized                  5+%         6+%         10+%
Adequately capitalized          4%-4.99%    4%-5.99%    8%-9.99%
Undercapitalized                3%-3.99%    3%-3.99%    6%-7.99%
Significantly undercapitalized  2%-2.99%    2%-2.99%    0%-5.99%
Critically undercapitalized     0%-1.99%        -          -     
_________________________________________________________________
</TABLE>

On June 30, 1997, the Bank's capital levels were sufficient to
qualify it as a well-capitalized institution, the most favorable
category, allowing the Bank to pay lower deposit insurance
premiums.

      <PAGE>
PAGE>

             CECIL BANCORP, INC. AND SUBSIDIARIES

      
      
PART II.  Other Information:                        
  
     Item 1.  Legal Proceedings -
              Not Applicable

      Item 2.  Changes in Securities - 
               Not Applicable
  
     Item 3.  Defaults Upon Senior Securities -
              Not Applicable

     Item 4.  Submission of Matters to a Vote of 
              Security Holders
              Not Applicable

     Item 5.  Other Information -
              Not Applicable

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

              Exhibit 27 - Financial Data Schedule

              No reports on Form 8-K were filed during 
              the three months ended June 30, 1997


      <PAGE>
<PAGE>

               CECIL BANCORP INC. AND SUBSIDIARIES


                           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.

       CECIL BANCORP, INC.



Date: July 31, 1997         By: /s/  Mary Beyer Halsey       
                                ----------------------
                                Mary Beyer Halsey
                                President