SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                  FORM 10-QSB/A

         [ x ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended
                  March 31, 2002.

                                       OR

         [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from __________ to __________


                         Commission File Number 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                                   21921
           Elkton, Maryland                                 ----------
---------------------------------------                     (Zip Code)
(Address of principal executive office)

Registrant's telephone number, including area code:  (410) 398-1650
                                                     --------------


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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.

                               [ x ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.

                                     635,420
                                     -------





                                     Page 1

<PAGE>

                       CECIL BANCORP INC. AND SUBSIDIARIES


                                    CONTENTS

                                                                            PAGE
                                                                            ----

PART I.  FINANCIAL INFORMATION

         ITEM 1.   Financial Statements (unaudited)
                   Consolidated Statements of Financial Condition -
                   March 31, 2002 and  December 31, 2001                       3

                   Consolidated Statements of Income and Comprehensive
                   Income for Three Months Ended March 31, 2002 and 2001       4

                   Consolidated Condensed Statements of Cash Flows
                   for Three Months Ended March 31, 2002 and March 31, 2001    5

                   Notes to Consolidated Condensed Financial Statements        6

         ITEM 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                         7

PART II. OTHER INFORMATION                                                    14

SIGNATURES                                                                    14


                                     Page 2

<PAGE>

                      CECIL BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      MARCH 31, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                            March 31,                December 31,
                                                                              2002                       2001
                                                                       -----------------           ----------------
                                                                           (Unaudited)
<S>                                                                    <C>                         <C>
ASSETS
Cash and due from banks                                                $       1,150,468           $      2,466,940
Interest bearing deposits with banks                                           1,660,399                  3,079,302
Investment securities:
   Securities held-to-maturity (fair value of $3,020,305
     in 2002 and $3,055,783 in 2001)                                           3,019,150                  3,049,364
   Securities available-for-sale at fair value                                10,684,816                 10,767,803
Loans receivable                                                             101,518,614                101,719,306
   Less: Allowance for loan losses                                              (371,516)                  (325,815)
                                                                       -----------------           ----------------
       Loans receivable, net                                                 101,147,098                101,393,491
Property and equipment - net                                                   2,271,303                  2,319,960
Real estate owned                                                                 72,432                          0
Stock in Federal Home Loan Bank of Atlanta - at cost                             955,000                    955,000
Accrued interest receivable                                                      680,250                    655,019
Goodwill and other intangible assets                                           2,249,951                  2,254,261
Other assets                                                                     595,674                    556,901
                                                                       -----------------           ----------------
       TOTAL ASSETS                                                    $     124,486,541           $    127,498,041
                                                                       =================           ================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Savings deposits                                                    $     101,471,194           $    104,035,106
   Advance payments by borrowers for property
     taxes and insurance                                                         880,006                    651,732
   Employee stock ownership plan debt                                            115,524                    115,524
   Other liabilities                                                             616,779                    498,368
   Advances from Federal Home Loan Bank of Atlanta                             9,000,000                 10,000,000
                                                                       -----------------           ----------------
       Total liabilities                                                     112,083,503                115,300,730
                                                                       -----------------           ----------------

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; authorized 4,000,000 shares,
     issued and outstanding 635,420 shares in
     2002 and 633,108 in 2001                                                      6,354                      6,331
   Additional paid in capital                                                  5,291,395                  5,266,908
   Employee stock ownership plan debt                                           (115,524)                  (115,524)
   Deferred compensation - Management Recognition Plan                           (17,483)                   (17,483)
   Retained earnings                                                           7,270,189                  7,059,549
   Accumulated other comprehensive loss, net                                     (31,893)                    (2,470)
                                                                       ------------------          -----------------
       Total stockholders' equity                                             12,403,038                 12,197,311
                                                                       -----------------           ----------------

       TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                                           $    124,486,541           $    127,498,041
                                                                        ================           ================

</TABLE>

See accompanying notes.


                                     Page 3
<PAGE>

                      CECIL BANCORP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                 2002          2001
                                                             ----------     ----------
                                                             (Unaudited)   (Unaudited)
<S>                                                          <C>            <C>
INTEREST INCOME:
   Interest and fees on loans                                $1,990,088     $2,264,474
   Interest on investment securities                            122,111        116,916
   Dividends on Federal Home Loan Bank stock                     15,044         17,930
   Other interest-earning assets                                  9,175         28,182
                                                             ----------     ----------
       Total interest income                                  2,136,418      2,427,502
                                                             ----------     ----------
INTEREST EXPENSE:
   Interest expense on deposits                                 794,514      1,068,351
   Interest expense on Federal Home Loan Bank advances          108,164        237,167
                                                             ----------     ----------
       Total interest expense                                   902,678      1,305,518
                                                             ----------     ----------
       Net interest income                                    1,233,740      1,121,984

   Provision for loan losses                                    157,000         31,500
                                                             ----------     ----------
       Net interest income after provision for loan losses    1,076,740      1,090,484
                                                             ----------     ----------
NONINTEREST INCOME:
   Checking account fees                                         68,422         77,309
   ATM fees                                                      23,966         14,947
   Commission income                                              3,470         21,297
   Gain on sale on real estate owned                            106,996             --
   Other                                                         14,317         39,306
                                                             ----------     ----------
       Total noninterest income                                 217,171        152,859
                                                             ----------     ----------
NONINTEREST EXPENSE:
   Salaries and employee benefits                               422,479        430,339
   Occupancy expense                                             55,846         61,967
   Equipment and data processing expense                        110,822        110,184
   SAIF deposit insurance premium                                14,610         20,397
   Goodwill amortization                                              0         70,392
   Other                                                        230,706        240,508
                                                             ----------     ----------
       Total noninterest expense                                834,463        933,787
                                                             ----------     ----------
INCOME BEFORE INCOME TAXES                                      459,448        309,556

INCOME TAX EXPENSE                                              186,508        114,234
                                                             ----------     ----------
NET INCOME                                                   $  272,940     $  195,322
                                                             ==========     ==========
Basic net income per common share                            $     0.44     $     0.32
                                                             ==========     ==========
Diluted net income per common share                          $     0.43     $     0.32
                                                             ==========     ==========
</TABLE>

See accompanying notes.



                                     Page 4
<PAGE>


                      CECIL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                 2002           2001
                                                             -----------     -----------
                                                             (Unaudited)     (Unaudited)
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Net income                                             $   272,940    $   195,322
     Depreciation and amortization                               83,381        119,816
     Provision for loan losses                                  157,000         31,500
     Gain on sale of other real estate                         (106,996)            --
     Reinvested dividends                                       (95,935)       (11,426)
     Net changes in:
       Accrued interest receivable and other assets             (85,047)       129,968
       Other liabilities                                        119,411         18,029
                                                            -----------    -----------

       Net cash provided by operating activities                344,754        483,209
                                                            -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of investment securities available-for-sale             --     (1,000,000)
   Proceeds from maturities, calls and principal payments
     of investment securities available-for-sale                101,445      1,259,047
   Purchase of stock in Federal Home Loan Bank                       --        (50,000)
   Net decrease (increase) in loans                              84,857     (1,098,697)
   Proceeds from sale of real estate owned                      106,996             --
                                                            -----------    -----------
       Net cash provided (used) by investing activities         293,298       (889,650)
                                                            -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (decrease) increase in deposits                       (2,563,912)     4,354,220
   Increase in advance payments by borrowers for
     property taxes and insurance                               228,274        326,275
   Proceeds from issuance of common stock                        24,511         39,030
   Net decrease in Federal Home Loan Bank borrowings         (1,000,000)    (3,250,000)
   Payments of cash dividends                                   (62,300)       (61,723)
                                                            -----------    -----------
       Net cash provided by financing activities             (3,373,427)     1,407,802
                                                            -----------    -----------
(DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                          (2,735,375)     1,001,361

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                        5,546,242      3,880,606
                                                            -----------    -----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                            $ 2,810,867    $ 4,881,967
                                                            ===========    ===========
Supplemental disclosures of cash flows information:

   Cash paid for income taxes                               $    35,000    $    33,000
                                                            ===========    ===========
   Cash paid for interest                                   $   917,042    $ 1,302,342
                                                            ===========    ===========
</TABLE>

See accompanying notes.


                                     Page 5
<PAGE>


                      CECIL BANCORP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

    1.   GENERAL

               In the opinion of the Company, the accompanying unaudited
    consolidated financial statements contain all adjustments (consisting of
    only normal recurring adjustments) necessary to present fairly the financial
    position as of March 31, 2002 and the results of its operations and cash
    flows for the three months ended March 31, 2002 and 2001. These statements
    are condensed and therefore do not include all of the information and
    footnotes required by accounting principles generally accepted in the United
    States of America for complete financial statements. The statements should
    be read in conjunction with the consolidated financial statements and
    footnotes included in the Company's Annual Report on Form 10-KSB for the
    year ended December 31, 2001. The results of operations for the three months
    ended March 31, 2002 are not necessarily indicative of the results to be
    expected for the full year.

    2. FINANCIAL STATEMENT PREPARATION

               The preparation of financial statements in conformity with
    generally accepted accounting principles in the United States of America
    requires management to make estimates and assumptions that affect the
    reported amounts of assets and liabilities and disclosures of contingent
    assets and liabilities at the date of the financial statements and the
    reported amounts of revenues and expenses during the reporting period.
    Estimates are used when accounting for uncollectible loans, depreciation and
    amortization, intangible assets, employee benefit plans and contingencies,
    among others. Actual results could differ from those estimates.

    3. EARNINGS PER SHARE

               Earnings per common share were computed by dividing net income by
    the weighted average number of shares of common stock outstanding during the
    quarter. Diluted earnings per share is computed after adjusting the
    numerator and denominator of the basic earnings per share computation for
    the effects of all dilutive potential common shares outstanding during the
    period. The dilutive effects of options, warrants, and their equivalents are
    computed using the "treasury stock" method.


                                     Page 6
<PAGE>


                      CECIL BANCORP, INC. AND SUBSIDIARIES
            ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS. This Management's Discussion and Analysis of
financial condition and results of operations and other portions of this report
include forward-looking statements such as: statements of the Company's goals,
intentions, and expectations; estimates of risks and of future costs and
benefits; assessments of loan quality and of probable loan losses; and
statements of the Company's ability to achieve financial and other goals. These
forward-looking statements are subject to significant uncertainties because they
are based upon: future interest rates and other economic conditions; future laws
and regulations; and a variety of other matters. Because of these uncertainties,
the actual future results may be materially different from the results indicated
by these forward-looking statements. In addition, the Company's past growth and
performance do not necessarily indicate its future results.

         You should read this Management's Discussion and Analysis of the
Company's consolidated financial condition and results of operations in
conjunction with the Company's unaudited consolidated financial statements and
the accompanying notes.

GENERAL

         CECIL BANCORP, INC. Cecil Bancorp, Inc. (the "Company") is the holding
company for Cecil Federal Savings Bank ("Cecil Federal" or the "Bank"), and
until June 11, 2001, Columbian Bank, a Federal Savings Bank ("Columbian"). The
Company is now classified as a unitary thrift holding company subject to
regulation by the Office of Thrift Supervision ("OTS") of the Department of the
Treasury.

         RECENT EVENTS. The board of the Bank has authorized the conversion of
Cecil Federal Savings Bank from a stock federal savings bank to a commercial
bank chartered under the laws of the State of Maryland. The Bank also plans to
apply for membership in the Federal Reserve System. It is expected that this
conversion, which is subject to regulatory approval, will be effective during
2002.

         CECIL FEDERAL. Cecil Federal is a community-oriented financial
institution, which commenced operations in 1959 as a Federal mutual savings and
loan association. It converted to a Federal mutual savings bank in January 1993
and, effective November 10, 1994, Cecil Federal converted from mutual to stock
form, with the sale and issuance of 100,000 shares of its Common Stock to the
Company. Its deposits have been federally insured up to applicable limits, and
it has been a member of the Federal Home Loan Bank ("FHLB") system since 1959.
Cecil Federal's deposits are currently insured by the Savings Association
Insurance Fund ("SAIF") of the FDIC and it is a member of the FHLB of Atlanta.

         Cecil Federal's primary business is the origination of mortgage loans
secured by single-family residential real estate located primarily in Cecil and
Harford counties, Maryland, with funds obtained through the attraction of
deposits, primarily certificate accounts with terms of 60 months or less,
savings accounts and transaction accounts. To a lesser extent, Cecil Federal
also makes loans on commercial and multi-family real estate, construction loans
on one- to four-family residences, home equity loans and land loans. Cecil
Federal also makes consumer loans including education loans, personal and
commercial lines of credit, automobile loans and loans secured by deposit
accounts. Cecil Federal purchases mortgage-backed securities and invests in
other liquid investment securities when warranted by the level of excess funds.
Cecil Federal conducts it business through its main office in Elkton, Maryland,
branches in Elkton and North East, Maryland, and through the Columbian Bank
division's main office and a branch office in Havre de Grace Maryland.

         Cecil Federal has two wholly owned subsidiaries, Cecil Service
Corporation and Cecil Financial Services Corporation. Cecil Service
Corporation's primary business is acting as leasing agent for the North East
Plaza Branch and Cecil Financial Services Corporation's primary business is the
operation, through a partnership with UVEST Investment Services, of a full range
of brokerage and investment services.


                                     Page 7
<PAGE>

         Cecil Federal's business strategy is to operate as an independent
community-oriented savings bank dedicated to residential mortgage lending, and,
to a lesser extent, construction and consumer lending, funded primarily by
retail deposits. Cecil Federal has sought to implement this strategy by (1)
emphasizing residential mortgage lending through the origination of
adjustable-rate mortgage loans; (2) investing in adjustable-rate and short-term
liquid investments; (3) controlling interest rate risk exposure; (4) maintaining
asset quality; (5) containing operating expenses; and (6) maintaining "well
capitalized" status combined with moderate growth.

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. The Company's
asset/liability management policies are designed to reduce the impact of changes
in interest rates on its net interest income by achieving a favorable
relationship between the maturities or repricing dates of its interest-earning
assets and interest-bearing liabilities. The Bank has implemented policies by
generally emphasizing the origination of one-year, three-year and five-year
adjustable rate mortgage loans and short-term consumer lending. Since 1995, the
Bank has, from time to time, originated fixed rate mortgages for sale in the
secondary market. The Bank is not currently originating loans for sale in the
secondary market. Management has been monitoring the retention of fixed rate
loans through its asset/liability management policy.

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

Comparison of Financial Condition at March 31, 2002 and December 31, 2001
-------------------------------------------------------------------------


         The Company's assets decreased by $3,011,500, or 2.3% to $124,486,541
at March 31, 2002 from $127,498,041 at December 31, 2001, primarily as a result
of decreases is cash and due from banks and interest bearing deposits with
banks. Cash and due from banks decreased by $1,316,472 or 53.4% to $1,150,468 at
March 31, 2002 from $2,466,940 at December 31, 2001. Interest-bearing cash
decreased by $1,418,903 or 46.1% to $1,660,399 at March 31, 2002 from $3,079,302
at December 31, 2001. Investment securities held to maturity decreased $30,214,
or 1.0%, to $3,019,150 at March 31, 2002 from $3,049,364 at December 31, 2001.
Investment securities available for sale decreased $82,987 or 0.8%, to
$10,684,816 at March 31, 2002 from $10,767,803 at December 31, 2001. The
decrease in investment securities held to maturity and investments available for
sale is due to normal principal reductions. The Company's stock investment in
Federal Home Loan Bank of Atlanta remained the same. Federal Home Loan Bank of
Atlanta stock is currently paying an annualized dividend rate of 5.75%. The
loans receivable portfolio, net of the allowance for loan losses, decreased by
$246,393, or 0.2% to $101,147,098 at March 31, 2002 from $101,393,491 at
December 31, 2001. Goodwill and other intangible assets decreased $4,310 or .10%
to $2,249,951 at March 31, 2002 from $2,254,261 at December 31, 2001. Real
estate owned increased by $72, 432 due to the classification of a single-family
residential property. There was no other real estate owned property at December
31, 2001. Other assets increased $38,774 or 7.0% to $595,675 at March 31, 2002
from $556,901 at December 31, 2001.

         The Company's liabilities decreased $3,217,227, or 2.7% to $112,083,503
at March 31, 2002 from $115,300,730 at December 31, 2001, primarily as a result
of decrease in deposits and Federal Home Loan Bank advances. Deposits decreased
$2,563,912, or 2.5% to $101,471,194 at March 31, 2002 from $104,035,106 at
December 31, 2001, mainly due to a decrease in certificates of deposit of
approximately $3.0 million, or 5.7%. Advances from the Federal Home Loan Bank of
Atlanta decreased by $1,000,000, or 10.0% to $9,000,000 at March 31, 2002 from
$10,000,000 at December 31, 2001. Escrow payments received in advance for the
payment of taxes and insurance on loans receivable increased $228,274, or 35.0%
to $880,006 at March 31, 2002 from $651,732 at December 31, 2001. Other
liabilities increased $118,411, or 23.7% to $616,779 at March 31, 2002 from
$498,368 at December 31, 2001.

         The Company's stockholders' equity increased by $205,727, or 1.6% to
$12,403,038 at March 31, 2002 from $12,197,311 at December 31, 2001. The
increase was primarily the result of an increase in retained earnings


                                     Page 8
<PAGE>


of $210,640, or 2.9% to $7,270,189 at March 31, 2002 from $7,059,549 at December
31, 2001. The Company paid its regular dividend of $.10 per share for the
quarter ended March 31, 2002.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2002: Net income for the three-month period ended
March 31, 2002 increased $77,618, or 39.7% to $272,940 as compared to net income
for the same period in 2001 of $195,322. This increase was primarily the result
of increases in net interest income, a gain on the sale of real estate, and a
decrease in operating expenses, primarily due to a change in the accounting for
intangible assets, ie, goodwill, partially offset by increases in the provision
for loan losses and income tax expense. Diluted net income per share of $0.44,
$0.12, or 37.5%, over the first quarter of 2001. The annualized return on
average assets and annualized return on average equity were 0.87% and 8.80%
respectively, for the three-month period ended March 31, 2002. This compares to
an annualized return on average assets and annualized return on average equity
of 0.64% and 6.76% respectively, for the same period in 2001.


         Net interest income, the Company's primary source of income, increased
10.0%, or $111,756 for the three months ended March 31, 2002, over the same
period in 2001. The weighted average yield on interest earning assets decreased
from 8.55% for the three months ended March 31, 2001 to 7.22% for the three
months ended March 31, 2002. The weighted average rate paid on interest bearing
liabilities decreased from 4.77% for the three months ended March 31, 2001 to
3.44% for the three months ended March 31, 2002. Net interest margin was 3.78%
for the first quarters of 2002 and 2001.

         Interest and fees on loans decreased by $274,386 or 12.1%, from
$2,264,474 for the three months ended March 31, 2001 to $1,990,088 for the three
months ended March 31, 2002. The decrease is attributable to a decrease in the
weighted-average yield and, to a lesser extent, to a decrease in the average
balance outstanding. . The weighted-average yield decreased from 8.79% for the
three months ended March 31, 2001 to 7.88% for the three months ended March 31,
2002. The average balance outstanding decreased by $2,008,726, or 1.9%, from
$103,088,488 for the three months ended March 31, 2001 to $101,079,762 for the
three months ending March 31, 2002.

         Interest on investment securities increased $5,195 or 4.4% from
$116,916 for the three months ended March 31, 2001 to $122,111 for the three
months ended March 31, 2002. The average outstanding balance increased
$5,920,601 from $7,616,588 for the three months ended March 31, 2001 to
$13,537,189 for the three months ending March 31, 2002. The weighted-average
yield decreased from 6.14% for the three months ended March 31, 2001 to 3.61%
for the three months ended March 31, 2002.

         Interest on other interest earning assets decreased $19,007, or 67.4%
from $28,182 for the three months ended March 31, 2001 to $9,175 for the three
months ended March 31, 2002. The decrease was the result of a $903,762 increase
in the average outstanding balance for the three months ended March 31, 2002
over the three months ended March 31, 2001 which was offset by a decrease in the
weighted-average yield, from 5.82% for the three months ended March 31, 2001 to
1.29% for the three months ended March 31, 2002. Other investments primarily are
short-term liquidity accounts with variable rates.

         Interest on deposits decreased $273,837 or 25.6% from $1,068,351 for
the three months ended March 31, 2001 to $794,514 for the three months ended
March 31, 2002. The average balance outstanding increased $3,620,157 for the
period noted above. The weighted-average rate paid on interest bearing deposits
decreased from 3.49% for the three months ended March 31, 2001 to 3.34% for the
three months ended March 31, 2002. Interest expense paid on borrowings decreased
$129,003, or 54.4% from $237,167 for the three months ended March 31, 2001 to
$108,164 for the three months ended March 31, 2002. The average balance
outstanding decreased $1,415,833 for the period noted above. The weighted
average yield decreased from 8.33% for the three months ended March 31, 2001 to
4.34% for the three months ended March 31, 2002.

         Noninterest income increased 42.1%, up $64,312 for the three months
ended March 31, 2002, over the same period in 2001. Checking account fees
decreased $8,887, or 11.5%. Commission income decreased $17,827 or 83.7% from
$21,297 for the three months ended March 31, 2001 to $3,470 for the three months
ended March 31,


                                     Page 9
<PAGE>

2002. The decrease is attributable to decreased sales of insurance and
investment products through the Bank's service corporation, Cecil Financial
Services. Gains on the sale of real estate were $106,996 for the three months
ended March 31, 2002. There were no gains on the sale of real estate for the
three months ended March 31, 2001. Other income decreased $24,989 or 63.6% for
the period noted.


         Noninterest expense decreased 8.3%, down $77,618 for the three months
ended March 31, 2002, over the same period in 2001. Salary and employee benefits
decreased $7,860, or 1.8% for the three months ended March 31, 2002 over the
same period in 2001. Occupancy expense decreased $6,121, or 9.9% to $55,846 for
the three months ended March 31, 2002 from $61,967 for the three months ended
March 31, 2001. Equipment and data processing expenses remained stable for the
three months ended March 31, 2002 over the same period in 2001. The SAIF deposit
premium decreased $5,787 or 28.4% for the three months ended March 31, 2002 over
the same period in 2001. The decrease is attributable a reduction in the SAIF
insurance premium as well as savings recognized pursuant to the Cecil/Columbian
merger of March 2001. Other expenses decreased $70,392 or 100%, due to a change
in the accounting for intangible assets, ie, goodwill, March 31, 2002 compared
to the same period in 2001.

         Income tax expense for the three-month period ended March 31, 2002 and
2001 was $186,508 and $114,234, respectively, which equates to effective rates
of 40.6% and 36.9% respectively.


Loans Receivable
----------------

         The Company's lending activities are predominantly conducted in Cecil
and Harford Counties in the State of Maryland. The following table shows the
composition of the loan portfolio at the indicated dates

<TABLE>
<CAPTION>
                                                                 March 31,                       December 31,
                                                                    2002                             2001
                                                            --------------------             -------------------
                                                              Amount        %                Amount         %
                                                            ---------     ------             --------     ------
                                                                            (Dollars in thousands)
<S>                                                         <C>           <C>               <C>           <C>
Type of Loan
------------
Real estate loans:
  Construction loans .....................................  $   6,420       6.32%            $  6,496       6.39%
  One- to four-family residential and home equity ........     67,437      66.43               69,347      68.17
  Multi-family residential................................      1,844       1.82                1,854       1.82
  Land....................................................      2,566       2.53                2,626       2.58
  Commercial..............................................     10,476      10.32                8,593       8.45

Commercial business loans.................................      5,865       5.78                5,831       5.73

Consumer loans:
  Automobile loans........................................      1,896       1.87                2,204       2.17
  Education loans.........................................         28       0.02                   30       0.03
  Savings account loans...................................        769       0.76                  759       0.75
  Personal loans..........................................      4,218       4.15                3,979       3.91
                                                            ---------     ------             --------     ------
      Subtotal loans......................................    101,519     100.00%             101,719     100.00%
                                                                          ======                          ======
Less: Loan loss reserve...................................        372                             326
                                                            ---------                        --------
     Total loans..........................................  $ 101,147                        $101,393
                                                            =========                        ========
</TABLE>


                                    Page 10
<PAGE>

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

         Management reviews and identifies all loans and investments that
require designation as nonperforming assets. Nonperforming assets are : (i)
loans accounted for on a nonaccrual basis, including all loans 90 or more days
past due; (ii) troubled debt restructurings; and (iii) assets acquired in
settlement of loans. The following tables set forth certain information with
respect to nonperforming assets at March 31, 2002:

                                             March 31,    December 31,
                                               2002          2001
                                              ------        ------
                                              (Dollars in thousands)
Nonperforming loans:
  Residential mortgage                        $  795        $  460
  Consumer and other                             140           230
                                              ------        ------
         Total Nonperforming Loans               935           690
Assets acquired in settlement of loans:
  Real estate held for development and sale
  Real estate held for investment and sale
  Repossessed assets                              72             0
                                              ------        ------
Total Nonperforming Assets                    $1,007        $  690
                                              ======        ======
Nonperforming Loans to Total Loans              0.92%         0.68%

Nonperforming Assets to Total Assets            0.81%         0.54%


Analysis of Allowance for Loan Losses
-------------------------------------

         The Bank records provisions for loan losses in amounts necessary to
maintain the allowance for loan losses at the level deemed appropriate. An
allowance for loan losses is provided through charges to income in an amount
that management believes will be adequate to absorb losses on existing loans
that may become uncollectible, based upon evaluations of the collectibility of
loans and prior loan loss experience. The allowance is based on careful,
continuous review and evaluation of the credit portfolio and ongoing, quarterly
assessments of the probable losses inherent in the loan portfolio, and, to a
lesser extent, unused commitments to provide financing. The Bank' employs a
systematic methodology for assessing the appropriateness of the allowance, which
includes determination of specific allowances and a formula allowance. Specific
allowances are established in cases where management has identified significant
conditions or circumstances related to a credit that management believes
indicate the probability that a loss may be incurred in an amount different from
the amount determined by application of the formula allowance. The formula
allowance is calculated by applying loss factors to corresponding categories of
outstanding loans and leases, excluding loans for which specific allocations
have been made. Allowances are established for credits that do not have specific
allowances according to the application of these credit loss factors to groups
of loans based upon (a) their credit risk grading, for loans categorized as
substandard or doubtful either by the Bank in its ongoing reviews or by federal
examiners in their periodic examinations, or (b) by type of loans, for other
credits without specific allocations credits. These factors are set by
management to reflect its assessment of the relative level of risk inherent in
each grade or category of loans, based primarily on the credit risk factors
employed by federal examiners at their most recent periodic examination of the
Bank. Federal examinations usually occur each year. In these examinations, the
federal examiners review the credit portfolio, establish credit risk ratings for
loans, identify charge offs, and perform their own calculation of the allowance
for loan losses. The use of these credit risk factors based primarily upon
periodic examinations is intended to provide a self-correcting mechanism to
reduce differences between estimated and actual observed losses. Management
adjusts the credit risk factors from time to time, however, based upon current
conditions, which may include the nature and volume of the loan portfolio,
overall portfolio quality, and current economic conditions that may affect the
borrowers' ability to pay. Determining the amount of the allowance for loan
losses requires the use of estimates and assumptions, which is permitted under
generally accepted accounting principles. Actual results could differ
significantly from those estimates. While management uses available information
to estimate losses on loans, future additions to the allowances may be necessary
based on changes in economic conditions. In addition, as noted above, federal
financial institution examiners, as an integral part of their examination
process, periodically review the Bank's


                                    Page 11
<PAGE>

allowance for loan losses, and may require the Bank to recognize additions to
the allowances based on their judgments about information available to them at
the time of their examination. During the first three months of 2002, there were
no changes in the Bank's methodology for assessing the appropriateness of the
allowance.

         Management determined that the appropriate allowance for loan losses at
March 31, 2002 was $372,000, (0.37% of total loans), an increase of $46,000
(14.1%) from the $326,000 allowance (0.32% of loans) at December 31, 2001.
Annualized charge offs for the first three months of 2001 were 0.43% of average
loans, up from the 0.28% of average loans recorded for the year 2001. Total
nonperforming loans at March 31, 2002 were $935,000, up $245,000 (35.5%) from
year-end 2001. However, a significantly larger amount of nonperforming loans at
March 31, 2002 consisted of residential real estate loans, which generally have
the lowest loss rates. At March 31, 2002, nonperforming consumer and other
loans, which generally have higher loss rates than do residential mortgage
loans, were $140,000, down $90,000 (39.1%) from year-end 2001. The increases in
the allowance and the percentage of allowance to loans are due in part to the
effects on the allowance calculations of an increase in balance and the
percentage of total loans comprised of loans other than one-to-four family
residential and home equity loans. At March 31, 2002, one-to-four family
residential and home equity loans, which generally are assigned the lowest
credit risk factors, comprise 66.43 % of the portfolio, compared to 68.17% at
December 31, 2001. (Please see the above table of Loans Receivable.)

         The provision for loans losses required for the first three months of
2002 was $157,000, up $125,500, or 398.4%, from the first three months of 2002.

A summary of activity in the allowance is shown below.

<TABLE>
<CAPTION>
                                                               Three Months Ended     12 Months Ended
                                                                 March 31, 2002      December 31, 2001
                                                               ------------------    -----------------
                                                                           (In thousands)
<S>                                                                 <C>                   <C>
Balance at beginning of period...............................       $   326               $   419
                                                                    -------               -------
Loans charged-off:
  Residential real estate mortgage loans.....................            --                    55
  Commercial.................................................            --                    68
  Consumer...................................................           119                   214
                                                                    -------               -------
Total charge-offs............................................           119                   337
                                                                    -------               -------
Recoveries:
  Residential real estate mortgage loans.....................            --                    --
  Commercial.................................................            --                    --
  Consumer...................................................             8                    55
                                                                    -------               -------
Total recoveries.............................................             8                    55
                                                                    -------               -------
Net loans charged-off........................................           111                   282
                                                                    -------               -------
Provision for loan losses....................................           157                   189
                                                                    -------               -------
Balance at end of period.....................................       $   372               $   326
                                                                    =======               =======
Net charge-offs to average loans
  outstanding during the period (annualized).................          0.43%                 0.28%
Allowance for loan losses to loans...........................          0.37%                 0.32%
Allowance for loan losses to nonperforming loans.............         39.79%                47.25%
</TABLE>

                                    Page 12
<PAGE>

Analysis of Savings Deposits
----------------------------

         The following table sets forth the dollar amount of deposits in the
various types of accounts offered by Cecil Federal between the dates indicated.

<TABLE>
<CAPTION>
                                     Balance at                              Balance at
                                      March 31,          %                   December 31,         %
                                        2002          Deposits                   2001          Deposits
                                     ---------        --------               ------------      --------
                                                              (Dollars in thousands)
<S>                                  <C>               <C>                   <C>                <C>
Regular checking.................    $   6,142           6.05%                 $  7,188           6.91%
NOW accounts.....................        8,963           8.83                     8,675           8.34
Passbook.........................       11,298          11.14                    10,798          10.38
Statement savings................        4,243           4.18                     3,870           3.72
Money market.....................        3,920           3.86                     3,875           3.72
Christmas and Vacation club......          162           0.16                        87           0.08
Certificates of Deposit..........       48,816          48.11                    51,789          49.78
IRA Certificates of Deposit......        9,462           9.33                     9,583           9.21
Money Market Certificates........        8,465           8.34                     8,170           7.86
                                     ---------         ------                 ---------         ------
                                     $ 101,471         100.00%                $ 104,035         100.00%
                                     =========         ======                 =========         ======
</TABLE>

Capital Adequacy
----------------

         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 Office of Thrift Supervision
("OTS"), which is the Bank's principal regulator, has established requirements
for total and tier 1 (core) risk-based capital and tangible capital. At March
31, 2002, the Bank exceeded all applicable capital requirements, having a total
risk based capital ratio of 11.85%, a tier 1 risk-based capital ratio of 8.31%,
and a tangible capital ratio of 8.31%. As of March 31, 2002, the Bank also met
the criteria for classification as a "well-capitalized" institution under the
prompt correction action rules promulgated under the Federal Deposit Insurance
Act. Designation of the bank as a "well-capitalized" institution under these
regulations does not constitute a recommendation or endorsement of Cecil Federal
Savings Bank's regulators.

Contingencies
-------------

         In the normal course of business, the Company entered into an agreement
with Tri-State Armored Services, Inc. for cash replenishment and settlement of
our off-site ATMs. Tri-State Armored Services, Inc filed for Bankruptcy
protection on March 2, 2001. The assets of Tri-State have been seized by the
Bankruptcy Trustee, including presumably some of the Company's funds that had
been wired to Tri-State for the purpose of replenishing our off-site ATMs. The
investigation is ongoing and the Company intends to vigorously pursue recovery
through all available channels. Pending further proceedings, the Company cannot
reasonably estimate the amount of loss, if any, it may incur as a result of
these events. Therefore, no accrual for any potential loss has been reflected in
the accompanying financial statements. The maximum exposure to the Company is
$70,000.


                                    Page 13
<PAGE>


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 31    Rule 131-14(a)/15d-14(a) Certification
                           Exhibit 32    18 U.S.C. Section 1350 Certification

                  Reports on Form 8-K
                  -------------------

                  No reports on Form 8-K were filed during the three months
                  ended March 31, 2002

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 hereunto duly authorized.

                                       CECIL BANCORP, INC.


Date: November 5, 2003                 By: /s/  Mary Beyer Halsey
                                           ----------------------
                                           Mary Beyer Halsey
                                           President and Chief Executive Officer



                                    Page 14