<PAGE>
<PAGE>

                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

________________________________________________________________

                           FORM 10-QSB

[  ]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
      SECURITIES AND EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 1999

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE EXCHANGE ACT

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


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

Indicate by check mark whether the registrant (1) has filed all
the 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, 1999

$0.01 par value common stock                   609,772 shares
----------------------------                -------------------
           Class                                Outstanding

<PAGE>
<PAGE>

                CECIL BANCORP INC., AND SUBSIDIARIES


                              CONTENTS

                                                           PAGE
                                                           ----
PART I.    FINANCIAL INFORMATION

      ITEM 1.     Financial Statements (unaudited)

                  Consolidated Condensed Statements of
                  Financial Condition - June 30, 1999
                  and December 31, 1998                     3-4

                  Consolidated Condensed Statements of
                  Income and Comprehensive Income for
                  Six Months Ended and Three Months
                  Ended June 30, 1999 and June 30,
                  1998                                      5-6

                  Consolidated Condensed Statements
                  of Cash Flows for Six Months Ended
                  June 30, 1999 and June 30, 1998           7-8

                  Notes to Consolidated Condensed
                  Financial Statements                        9


ITEM 2.           Managements Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                           10-20


PART II.   OTHER INFORMATION                                 21



                               2

<PAGE>
<PAGE>

               CECIL BANCORP, INC. AND SUBSIDIARIES
               ------------------------------------
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
           ----------------------------------------------


                             ASSETS
                             ------

<TABLE>
<CAPTION>

                                                              June 30,        December 31,
                                                                1999             1998
                                                           --------------   --------------
<S>                                                        <C>               <C>
                                                            (Unaudited)
Cash                                                       $  4,428,868     $  2,725,430
Cash - Interest bearing                                       1,783,585        6,211,760
Federal funds sold                                            1,075,000        1,125,000
Investment securities
       Securities held-to-maturity, at cost                   6,014,349        4,228,742
       Securities available-for-sale at estimated
         market value                                         1,289,976        4,091,843
Mortgage-backed securities
       Securities held-to-maturity, at cost                   1,349,113        2,046,983
       Securities available-for-sale at estimated
          market value                                          650,571          863,260
Loans held for sale, at lower of cost or market               2,338,905        2,515,151
Loans receivable, net                                        78,624,259       74,545,912
Real estate owned                                               254,994          187,742
Office properties, equipment and leasehold
       improvements at cost, less accumulated
       depreciation and amortization                          1,131,129        1,112,507
Stock in Federal Home Loan Bank of
       Atlanta - at cost                                        657,800          672,300
Accrued interest receivable                                     608,380          597,922
Mortgage servicing rights                                       103,789          123,541
Prepaid expenses                                                 92,611           50,040
Deferred taxes                                                  182,127          114,891
Other assets                                                    134,017           11,391
                                                           ------------     ------------
      TOTAL ASSETS                                         $100,719,473     $101,224,415
                                                           ============     ============

</TABLE>



                               3

<PAGE>
<PAGE>
                 CECIL BANCORP, INC. AND SUBSIDIARIES
                 ------------------------------------
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
           ----------------------------------------------
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------
<TABLE>
<CAPTION>

                                                              June 30,        December 31,
                                                                1999             1998
                                                           --------------   --------------
<S>                                                        <C>               <C>
                                                            (Unaudited)
LIABILITIES
       Savings deposits                                     $ 84,601,704    $ 87,674,802
       Advance payments by borrowers for
          property taxes and insurance                         1,438,622         821,625
       Employee stock ownership debt                             231,048         231,048
       Other liabilities                                         461,559         629,204
       Advances from Federal Home Loan Bank
          of Atlanta                                           3,500,000       1,750,000
                                                           -------------    ------------
          TOTAL LIABILITIES                                   90,232,933      91,106,679
                                                           -------------    ------------

COMMITMENTS

STOCKHOLDERS' EQUITY
       Common stock, $.01 par value
         Authorized:  4,000,000 shares
         Issued and outstanding:  609,793 shares
           at June 30, 1999 and 606,494 at
           December 31, 1998                                       6,098           6,065
       Additional paid in capital                              4,972,035       4,863,511
       Employee stock ownership debt                            (231,048)       (231,048)
       Deferred compensation - Management
          Recognition Plan                                       (45,383)        (80,676)
       Retained earnings, substantially
          restricted                                           5,789,236       5,543,960
       Accumulated other comprehensive income                     (4,398)         15,924
                                                           -------------    ------------
          TOTAL STOCKHOLDERS' EQUITY                          10,486,540      10,117,736
                                                           -------------    ------------

          TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                            $100,719,473    $101,224,415
                                                           =============    ============

</TABLE>



                              4
<PAGE>
<PAGE>
              CECIL BANCORP, INC. AND SUBSIDIARIES
              ------------------------------------
   CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
   ----------------------------------------------------------
<TABLE>
<CAPTION>
                                     Quarter Ended June 30,     Six Months Ended June 30,
                                    ------------------------    --------------------------
                                       1999          1998          1999            1998
                                    ----------    ----------    ----------      ----------
<S>                                 <C>           <C>           <C>            <C>
INTEREST INCOME                                      (1)                           (1)
   Loans receivable                 $1,644,863    $1,654,058    $3,278,199     $3,223,681
   Mortgage-backed securities           33,413        60,048        79,702        125,882
   Investment securities                95,807       156,184       195,307        289,466
   Other interest-earning assets        84,735        77,107       168,599        153,024
                                    ----------    ----------    ----------     ----------
      Total interest income          1,858,818     1,947,397     3,721,807      3,792,053
                                    ----------    ----------    ----------     ----------

INTEREST EXPENSE
   Interest expense on deposits        900,874       993,398     1,843,195      1,974,270
   Borrowing                            30,612        33,504        61,235         64,528
                                    ----------    ----------    ----------     ----------
      Total interest expense           931,486     1,026,902     1,904,430      2,038,798
                                    ----------    ----------    ----------     ----------

      Net interest income              927,332       920,495    1,817,377       1,753,255
   Provision for loan losses            22,500        22,500       45,000          45,000
                                    ----------    ----------    ---------      ----------
      Net interest income after
         provision for loan losses     904,832       897,995    1,772,377       1,708,255
                                    ----------    ----------    ---------      ----------

NONINTEREST INCOME
   Loan service charges                 10,743        15,967       24,617          32,135
   Dividends on FHLB stock              12,457        11,920       25,078          23,762
   Gain on sale of loans                23,971        20,641       23,971          33,526
   Unrealized loss on loans
      held for sale                    (47,773)                   (47,773)
   Commission income                    37,069        16,929       51,011          39,513
   Checking account fees                47,633        35,898       85,034          72,411
   Other                                 2,077        26,578        1,106          43,878
                                    ----------    ----------    ---------      ----------
      Total noninterest income          86,177       127,933      163,044         245,225
                                    ----------    ----------    ---------      ----------
NONINTEREST EXPENSE
   Compensation and benefits           365,512       347,327      717,534         692,922
   Occupancy                            33,910        35,662       69,062          71,095
   Equipment and data processing
      expense                           82,847        59,573      160,321         122,563
   SAIF deposit insurance premium       21,365        20,891       42,718          41,676
   Merger expense                                     51,136                       51,136
   Other                               198,882       179,582      369,663         338,072
                                    ----------    ----------    ---------      ----------
      Total noninterest expense        702,516       694,171    1,359,298       1,317,464
                                    ----------    ----------    ---------      ----------
      Income before income taxes       288,493       331,757      576,123         636,016
                                    ----------    ----------    ---------      ----------
INCOME TAXES
  Current                              122,924       133,881      268,376         256,195
  Deferred                             (21,188)        2,905      (54,450)        (18,594)
                                    ----------    ----------    ---------      ----------
      Total income taxes               101,736       136,786      213,926         237,601
                                    ----------    ----------   ----------      ----------
NET INCOME                          $  186,757    $  194,971   $  362,197      $  398,415
                                    ==========    ==========   ==========      ==========
<FN>
(1)  Restated due to pooling of interest transaction completed September 30, 1998
</FN>
</TABLE>


                                  5



<PAGE>
<PAGE>

                CECIL BANCORP, INC. AND SUBSIDIARIES
                ------------------------------------
     CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
     ----------------------------------------------------------
                            (Continued)

<TABLE>
<CAPTION>
                                     Quarter Ended June 30,     Six Months Ended June 30,
                                    ------------------------    --------------------------
                                       1999          1998          1999            1998
                                    ----------    ----------    ----------      ----------
<S>                                 <C>           <C>           <C>            <C>
                                                     (1)                            (1)
NET INCOME                           $  186,757   $  194,971     $  362,197     $  398,415

OTHER COMPREHENSIVE LOSS
   Unrealized losses on investment
      securities, net of deferred
      taxes                              (4,853)      (5,588)      (20,322)       (11,023)
                                     ----------   ----------     ---------      ---------

TOTAL COMPREHENSIVE INCOME           $  181,904   $  189,383     $  341,875     $  387,392
                                     ==========   ==========     ==========     ==========


Earnings per common share and
   common share equivalent           $     0.32   $     0.34     $     0.62     $     0.70
                                     ==========   ==========     ==========     ==========

Earnings per common share -
   assuming full dilution            $     0.31   $     0.34     $     0.61     $     0.68
                                     ==========   ==========     ==========     ==========

<FN>

(1)  Restated due to pooling of interest transaction completed September 30, 1998

</FN>
</TABLE>



                               6

<PAGE>
<PAGE>

                CECIL BANCORP, INC. AND SUBSIDIARIES
                ------------------------------------
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                -------------------------------------
<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                                          ------------------------------
                                                              1999              1998
                                                          ------------      ------------
<S>                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                             (1)
   Interest and fees received on loans and
      investments                                        $  3,914,561       $  3,980,140
   Cash paid to suppliers and employees                    (1,424,892)        (1,254,882)
   Proceeds from sale of loans                              1,149,335          1,249,567
   Origination of loans held for sale                      (3,060,300)        (2,125,200)
   Interest paid                                           (1,904,430)        (2,038,798)
   Income taxes paid                                         (409,740)          (456,464)
                                                         ------------       ------------
     NET CASH USED BY OPERATING ACTIVITIES                 (1,735,466)          (645,637)
                                                         ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale and maturities of investment
      securities                                            3,000,000          4,400,000
   Proceeds from maturities of mortgage-backed
      securities                                              909,239            582,698
   Purchases of investment securities                      (4,796,726)        (4,560,089)
      Proceeds from sales of investment securities
      available-for-sale                                    2,784,584
   Loans originated                                       (18,220,598)       (16,498,592)
   Principal collected on loans                            16,160,660         13,385,961
   Purchases of office properties, equipment and
      leasehold improvements                                  (84,265)           (48,381)
   Proceeds from sales of real estate owned                    23,425            331,668
   Purchase of real estate owned                              (90,677)          (146,071)
   Proceeds from sale of stock in Federal Home
      Loan Bank of Atlanta                                     27,700
   Purchase of stock in Federal Home Loan
      Bank of Atlanta                                         (13,200)           (19,600)
                                                         ------------       ------------
      NET CASH USED BY INVESTING ACTIVITIES                  (299,858)        (2,572,406)
                                                         ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase in demand deposits, NOW
      accounts, and savings accounts                       19,972,192         28,242,199
   Proceeds from sales of certificates                      5,728,887          4,018,708
   Payments of maturing certificates of deposits          (28,774,177)       (29,134,370)
   Increase in advance payments by borrowers for
      property taxes and insurance                            616,997            515,358
   Proceeds from issuance of common stock                      83,609             10,800
   Advances from Federal Home Loan Bank of Atlanta          1,750,000            250,000
   Dividends paid                                            (116,921)           (96,427)
                                                         ------------       ------------
      NET CASH (USED) PROVIDED BY FINANCING
        ACTIVITIES                                           (739,413)         3,806,268
                                                         ------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (2,774,737)           588,225

CASH AND CASH EQUIVALENTS
   BEGINNING OF PERIOD                                     10,062,190          4,318,392
                                                         ------------       ------------
   END OF PERIOD                                         $  7,287,453       $  4,906,617
                                                         ============       ============

<FN>

(1)  Restated due to pooling of interest transactions completed September 30, 1998
</FN>
</TABLE>


                              7

<PAGE>
<PAGE>

                CECIL BANCORP, INC. AND SUBSIDIARIES
                ------------------------------------
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                -------------------------------------

                            (Continued)


<TABLE>
<CAPTION>


                                                           Six Months Ended June 30,
                                                         ----------------------------
                                                            1999             1998
                                                         ---------         ---------
<S>                                                      <C>               <C>
RECONCILIATION OF NET INCOME TO NET CASH
       USED BY OPERATING ACTIVITIES

Net Income                                               $  362,197         $  398,415

Adjustments to reconcile net income to
   net cash used by operating
   activities:
     Gain on sale of investments                                                (4,583)
     Depreciation                                            65,643             44,129
     Provision for loan losses                               45,000             45,000
     Amortization of investment security
        premiums                                             11,639                740
     Stock dividends                                        (15,025)           (15,508)
     Increase in accrued interest receivable                (10,458)              (974)
     Increase in deferred taxes                             (54,450)
     (Increase) decrease in mortgage servicing rights        19,752             (7,870)
     (Increase) decrease in prepaid expenses                (42,571)            11,760
     Increase in other assets                              (122,626)              (486)
     Decrease in other liabilities                         (167,645)          (249,583)
     Increase in loans held for sale                     (1,887,163)          (909,159)
     Decrease in deferred tax liability                                        (18,594)
     Distribution from MRP Trust                             60,241             61,076
                                                        -----------        -----------

                                                         (2,097,663)        (1,044,052)
                                                        -----------        -----------
                                                        $(1,735,466)       $  (645,637)
                                                        ===========        ===========

<FN>
(1)  Restated due to pooling of interest transactions completed September 30, 1998
</FN>
</TABLE>



                               8

<PAGE>
<PAGE>

               CECIL BANCORP, INC. AND SUBSIDIARIES
               ------------------------------------
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
      ------------------------------------------------------
                          JUNE 30, 1999
                          -------------


(1)  Basis of Presentation
     ---------------------

     The accompanying unaudited financial statements have been
     prepared in accordance with instructions for Form 10-QSB
     and therefore, do not include all disclosures necessary for
     a complete presentation of the statements of condition,
     statements of operations and statements of cash flows in
     conformity with GAAP.  However, all adjustments which are
     in the opinion of  management necessary for the fair
     presentation of the interim financial statements have been
     included. The results of operations for the six months
     ended June 30, 1999 are not necessarily indicative of the
     results that may be expected for the entire year.

(2)  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.  The weighted average
     number of shares of common stock outstanding was 584,456
     and 568,173 in 1999 and 1998, respectively.  The weighted
     average number of shares of common stock for computation of
     diluted earnings per common share was 595,875 and 582,150,
     respectively.

(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 inclu-
     sive.  The review was performed in accordance with stan-
     dards 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 include any
     material adjustments or disclosures proposed by Simon,
     Master & Sidlow, P.A. as a result of their review.



                                 9

<PAGE>
<PAGE>
                 CECIL BANCORP, INC. AND SUBSIDIARIES
    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS


               BUSINESS OF THE COMPANY AND THE BANK

CECIL BANCORP, INC.

     Cecil Bancorp, Inc.(the "Company") was incorporated under
the laws of the State of Maryland in July 1994 at the direction
of the Board of Directors of Cecil Federal Savings Bank ("Cecil
Federal") for the purpose of serving as a savings institution
holding company of Cecil Federal upon the acquisition of all of
the capital stock issued by Cecil Federal in its conversion from
mutual to stock form (the "Conversion").  Substantially all of
the Company's assets consists of the outstanding capital stock
of Cecil Federal.  On September 30, 1998, the Company completed
its acquisition of Columbian Bank, a Federal Savings Bank
("Columbian") through the exchange of 1.7021 shares of Company
Common Stock for each outstanding shares of Columbian Common
Stock in a transaction valued at approximately $2.8 million.
The Company holds all of the stock of Cecil Federal and
Columbian and operates them as two separate savings
institutions.  Together, Cecil Federal and Columbian are
referred to herein as the "Banks".  The Company's principal
business is the business of Cecil Federal and its wholly owned
subsidiaries, and of Columbian. Therefore, most of the
discussion in this Annual Report relates to the business of the
Banks rather than the business of the Company.

CECIL FEDERAL SAVINGS BANK

     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.  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 Federal
Deposit Insurance Corporation ("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 County, 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, con-
struction 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 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.

     Cecil Federal's main office is located at 127 North Street,
Elkton, Maryland and its phone number is (410) 398-1650.
                               10

<PAGE>
<PAGE>

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


PROPOSED TRANSACTIONS:

     On June 7, 1999, Cecil Federal Savings Bank, a wholly owned
subsidiary of Cecil Bancorp, Inc. reached an agreement with
Susquehanna Bank ("Susquehanna"), a subsidiary of Susquehanna
Bancshares, Inc., to acquire Susquehanna's two branch offices
located in Elkton, Maryland.

     Under the terms of the agreement with Susquehanna, Cecil
Federal will assume deposits of Susquehanna's two branch offices
and certain other assets, subject to regulatory approval and
certain other conditions.  The deposits of these branch offices
totaled approximately $23.5 million at May 31, 1999.  The
transaction is expected to be completed in the Fall of 1999.

COLUMBIAN BANK, A FEDERAL SAVINGS BANK

     Columbian was originally chartered by the State of Maryland
in 1893.  In October 1985, Columbian became a member of the FHLB
System and obtained federal insurance of its deposits.  In
January 1989, Columbian converted to a federally insured, state
chartered capital stock institution through the sale and
issuance of 69,140 shares of common stock.  On September 26,
1990, Columbian changed its name to Columbian Bank, A Federal
Savings Bank and became a federally chartered stock savings
bank.  Columbian's deposits are also insured by the SAIF of the
FDIC, and it is a member of the FHLB of Atlanta.

     Columbian's primary business is the origination of mortgage
loans secured by single-family residential real estate located
primarily in Harford County, Maryland, with funds obtained
through the attraction of deposits, primarily certificate
accounts with terms of 60 months or less and savings accounts.
To a lesser extent, Columbian also makes loans on commercial and
multi-family real estate, construction loans on one- to
four-family residences, home equity loans and land loans.
Columbian purchases mortgage-backed securities and invests in
other liquid investment securities when warranted by the level
of excess funds.

     Columbian's office is located at 303-307 St. John Street,
Havre de Grace, Maryland, and its phone number is (410)
939-2313.


GENERAL

     Cecil Federal's primary business is the origination of
mortgage loans secured by single-family residential real estate
located primarily in Cecil County, 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.  Although consumer loans provide Cecil
Federal with additional interest income, they also involve
greater risk.  Cecil Federal purchases mortgage-backed
securities and invests in other liquid investment securities
when warranted by the level of excess funds.  Cecil Federal's
revenues are derived principally from interest earned on loans
and, to a lesser extent, from interest earned on investments and
mortgage-backed securities.

       The principal business of Columbian is the acceptance of
savings deposits from

                               11
<PAGE>
<PAGE>

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


the general public and the origination of conventional mortgage
loans for the purpose of financing or refinancing one to four
family dwellings.  Its income is derived largely from interest
and fees in connection with its lending activities.  Its
principal expenses are interest paid on savings deposits and
non-interest expenses.  Columbian's operations are conducted
through its office located at 303-307 St. John Street, Havre de
Grace, Maryland.

     The Banks' operations are influenced by general economic
conditions and by policies of financial institution regulatory
agencies, including the OTS and the FDIC.

     The Banks' cost of funds are influenced by interest rates
on competing investments and general market interest rates.
Lending activities are affected by the demand for financing of
real estate and other types of loans, which in turn is affected
by the interest rates at which such financing may be offered.

     The Banks' net interest income is dependent primarily upon
the difference or spread between the average yield earned on
loans, investments and mortgage-backed securities and the
average rate paid on deposits and borrowings (if any), as well
as the relative amounts of such assets and liabilities.  The
Banks, like other thrift institutions, are subject to interest
rate risk to the degree that its interest-bearing liabilities
mature or reprice at different times, or on a different basis,
than its interest-earning assets.


FINANCIAL SERVICES
------------------

     On September 1, 1997, Cecil Financial Services, a service
corporation of Cecil Federal Savings Bank, began offering a full
range of brokerage and investment services in all our branches,
through a partnership with UVEST Investment Services.

     With this expansion, Cecil Federal will now offer maximum
convenience in servicing customer needs.  Mr. Roger L. Owens,
CLU, has been hired as investment representative.  He will seek
to provide comprehensive investment products tailored to meet
current and future individual financial needs.

     Cecil Financial, Inc. has partnered in this venture with
UVEST Investment Services, a registered broker-dealer and member
of both the National Association of Securities Dealers (NASD)
and the Securities Investment Protection Corporation (SIPC).
Headquartered in Charlotte, NC, UVEST has been providing
bank-based investment services throughout the Southeast since
1982.


YEAR 2000 READINESS DISCLOSURE

     As the Year 2000 approaches, there is growing concern that
many computers and computer systems could malfunction.  Finan-
cial institutions, as with many other industries, could be faced
with errors in their account processing, payment systems, ATM
systems, security systems, or virtually any system  controlled
by a computer.

     The cause is rooted in the programming of the date field
within computer systems and software.  For many years, computer
systems were designed to record only the last two digits of the
year in the date field in order to save costly data storage
space.  This programming concept works well while we are still
in the 1900's. This concept does not work well for the Year
2000, as that year could be read by a computer to mean 1900.
                               12

<PAGE>
<PAGE>

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


     Bank regulators and computer system experts are emphasizing
systems and software products be implemented and tested for Year
2000 readiness.  This task is a monumental undertaking for all
parties involved from vendor service providers, computer systems
manufacturers, software providers, and finally the Banks.  Cecil
Federal and Columbian are preparing for the millennium.

     The Banks have prepared an action plan to begin evaluating
our systems and software products. The Banks plan consists of
the following:

Problem Awareness:  The Banks are aware of the problems that
-----------------   could potentially arise with the year 2000
problem.  The Banks have analyzed what systems and software need
to be reviewed.

Assessment Phase:  The Banks have made contacts with all its
----------------   third party vendors to assess exposure to
problems. These include those that provide Account & Item
Processing; System Hardware Setup and ATM Software; General
Ledger Software; ATM Transaction Processing; the ATM Service
Provider; ATM Software; Financial Reporting Software; Fed-Line
Software; On-Line Bank Service Software; Loan Sales Software;
Loan Documentation Software; HMDA/Geocoding Software; Payroll
Processing; Computer Hardware; Spreadsheet Software; and Word
Processing Software.

     Vendors have been proactive in their response to the Year
2000 problem.  The Banks' vendors have in place or will have in
place procedures to minimize risks associated with the  of the
Year 2000 problem by December 31, 1998.

Renovation Phase:  Initial steps have been completed to assure
----------------   compliance with the Year 2000 problem.   A
new front-end processing system has been installed in the third
quarter of 1998 at Cecil Federal, and was installed at Columbian
prior to January 31, 1999.  This system is already Year 2000
compliant.  This system replaces the Banks' previous teller
systems which were not compliant.

Validation Phase:  The Banks will validate any decision making
----------------   by thoroughly assessing the systems compati-
bility with the Year 2000 issues.  Validations will be recorded
and presented to the Board of Directors.  The target date for
the validation phase is March 31, 1999.  The Banks will share
testing information with each other to minimize the amount of
testing on the same systems.  Software and system testing will
be done on an ongoing basis through the end of March 1999.

Implementation Phase:  The Banks will monitor the implementation
--------------------   of the Year 2000 assessment and report
results to the Board of Directors.  The Banks will continue to
stress with their vendors the importance of this project.  The
Banks will keep in continual contact with its vendors until a
final solution and implementation has been completed.  All plans
are to be completed as outlined above.  The implementation phase
has been completed.  All major systems and software have been
tested, upgraded, and implemented.

Contingency Plan:  The Banks have prepared a contingency plan
----------------   that allows for the manual processing of
transactions and reporting.  The plan designates the training
and implementation of the manual operation in a worst case
scenario.  The Contingency Plan is being updated in conjunction
with our Disaster Recovery Plan.  The Contingency Plan has been
updated and testing of the plan will take place in the during
the third and fourth quarters of 1999.  The employees will be
trained in the handling of manual processes during the fourth
quarter of 1999.

<PAGE>
Customer Awareness: The Banks feel that customer awareness is
------------------ key to the Year 2000 efforts.  The Banks have
been following the program set down by the association, Americas
Community Bankers.  This program is a comprehensive plan on
informing the



                                13

<PAGE>
<PAGE>
                CECIL BANCORP, INC. AND SUBSIDIARIES
    Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

banks customers about Year 2000 issues, plans, and programs.
The Banks have implemented an ongoing program of information
that is being sent to customers on a regular basis.  In
addition, the Banks have a developed an employee training
program that makes the employees aware of many Year 2000 issues
and how to respond to customer inquiries as to the Banks' plans
for Year 2000 compliance.

     The Banks have also undertaken an effort to reach all
business customers via mail to explain how the Year 2000 issue
affects their business.  All businesses need to be aware of the
Year 2000 issue and make attempts to correct any possible
problems.

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.   Since
July 1, 1995, the Bank has originated fixed rate mortgages for
sale in the secondary market.

     Management intends to continue to concentrate on main-
taining 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, 1999 and December
31, 1998.

     The Company's total assets at June 30, 1999 decreased
$627,568 or 0.6% to $100,719,473 from $101,224,415 at December
31, 1998.  The decrease was primarily the result of a decrease
in interest-bearing cash, investments held for sale, and loans-
held-for-sale.  Total liabilities decreased $873,746 or 1.0% to
$90,233,933 at June 30, 1999 from $91,106,679 at December 31,
1998.  This decrease was primarily the result of a decrease in
savings deposits.  Stockholder's equity increased $368,804
or 3.6%.

     Cash increased $1,703,438 or 62.5% to $4,428,868 at June
30, 1999 from $2,725,430 at December 31, 1998.  Interest-bearing
cash decreased $4,428,175 or 71.3% to $1,783,585 at June 30,
1999 from $6,211,760 at December 31, 1998.  The decreases in
cash were primarily due to a decrease in deposits and increase
in loans receivable.
                              14


<PAGE>
<PAGE>

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


     Loans receivable increased $4,078,347 or 5.5% to
$78,624,259 at June 30, 1999 from $74,545,912 at December 31,
1998.  The increase in loans receivable was a result of
increased loan originations.  The loans-held-for sale portfolio
decreased $176,246 or 7.0% to $2,338,905 at June 30, 1999 from
$2,515,151 at December 31, 1998.  The decrease was a result of a
large loan sale during the quarter.  Loans held-for-sale will
continue to be sold to fund portfolio needs.  Real estate owned
increased $67,252 or 35.89% to $254,994 at June 30, 1999 from
$187,742 at December 31, 1998.

     Total savings deposits decreased $3,073,098 or 3.5% to
$84,601,704 at June 30, 1999 from $87,674,802 at December 31,
1998.  Decreases are attributable to conservative pricing of
deposit rates.  Escrows held for the payments of taxes and
insurances increased $616,997 or 75.1% to $1,438,622 at June 30,
1999 from $821,625 at December 31, 1998.  Increases are
attributable to changes in the calculation of reserves on
mortgage escrow accounts.  Advances from the Federal Home Loan
Bank of Atlanta increased $1,750,000 or 100.0% to $3,500,000 at
June 30, 1999 from $1,750,000 at December 31, 1998.  Increases
were due to general funding needs.

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

Three Months Ended June 30, 1999   Net income for the three
--------------------------------   month period ended June
30, 1999 decreased $8,214 or 4.2% to $186,757 as compared to net
income for the same period in 1998 of $194,971. The annualized
return on average assets and annualized return on average equity
were 0.74% and 7.17% respectively, for the three-month period
ended June 30, 1999. This compares to an annualized return on
average assets and annualized return on average equity of 0.80%
and 7.95% respectively, for the same period in 1998.

     Net interest income, the Company's primary source of
income, increased 0.7%, or $6,837 for the three months ended
June 30, 1999, over the same period in 1998.  The weighted
average yield on interest earning assets decreased from 8.37%
for the three months ended June 30, 1998 to 7.88% for the three
months ended June 30, 1999.  The weighted average rate paid on
interest bearing liabilities decreased from 4.71% for the three
months ended June 30, 1998 to 4.18% for the three months ended
June 30, 1999.

     Interest on loans receivable decreased by $9,195 or 0.6%,
from $1,654,058 for the three months ended June 30, 1998 to
$1,644,863 for the three months ended June 30, 1999.  The
decrease is attributable to an decrease in the average weighted
yield which was offset by an increase in the average balance
outstanding.  The weighted average yield decreased from 8.64%
for the three months ended June 30, 1998 to 8.14% for the three
months ended June 30, 1999.

     Interest on mortgage backed securities decreased $26,635 or
44.4%, from $60,048 for the three months ended June 30, 1998 to
$33,413 for the three months ended June 30, 1999.  The decrease
was the result of an decrease in the average outstanding
balance.  Interest on investment securities decreased $60,377 or
38.7% from $156,184 for the three months ended June 30, 1998 to
$95,807 for the three months ended June 30, 1999.  The average
outstanding balance decreased $1,669,008 for the three months
ended June 30, 1999 over the three months ended June 30, 1998.
The weighted average yield decreased from 6.75% for the three
months ended June 30, 1998 to 5.05% for the three months ended
June 30, 1999.



                               15
<PAGE>
<PAGE>

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


     Interest on other interest earning assets increased $7,628,
or 9.9% from $77,107 for the three months ended June 30, 1998 to
$84,735 for the three months ended June 30, 1999.  The average
outstanding balance increased slightly, which was offset by
a slight decrease in the average yield.

     Interest on savings deposits decreased $92,524 or 9.3% from
$993,398 for the three months ended June 30, 1998 to $900,874
for the three months ended June 30, 1999.  The average balance
outstanding increased $1,618,582 for the period noted above.
The weighted average rate paid on deposits decreased from 4.73%
for the three months ended June 30, 1998 to 4.21% for the three
months ended June 30, 1999.  Interest expense paid on borrowings
decreased $2,892, or 8.6% from $33,504 for the three months
ended June 30, 1998 to $30,612 for the three months ended June
30, 1999.

     Noninterest income decreased 32.6%, down $41,756 for the
three months ended June 30, 1999, over the same period in 1998.
Loan servicing fees decreased 32.7%, down $5,224 for the three
months ended June 30, 1999 over the same period in 1998.  There
was an increase in gains on the sale of loans for the three
months ended June 30, 1999 of $3,330 over the same period in
1998.  This increase was attributable to the Banks' decision to
continually sell loans on the secondary market during 1999 to
fund portfolio needs.  Checking account fees increased $11,735,
or 32.7%  Increases in this area can be primarily attributable
to increased service charges, as a result of increased charges
on demand deposits, and the activity of three ATM machines,
which are primarily used by non-customers.

     Noninterest expense increased 1.2%, up $8,345 for the three
months ended June 30, 1999, over the same period in 1998.
Compensation and benefits increased 5.2% for the three months
ended June 30, 1999 over the same period in 1998, which is a
result of general merit increases plus one additional employee
and costs of benefits.  Equipment and data processing expenses
increased 39.1% for the three months ended June 30, 1999 over
the same period in 1998 as a result of the Company's year 2000
compliance plan.  The SAIF deposit premium remained stable for
the three months ended June 30, 1999 over the same period in
1998.  Other expenses increased by 10.7% for the three months
ended June 30, 1999 over the same period in 1998, 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, 1999 and 1998 was $101,736 and $136,786, respectively, which
equates to effective rates of 35.3% and 41.2% respectively.

Six Months Ended June 30, 1999  Net income for the six-month
------------------------------  period ended June 30, 1999
decreased $36,218 or 9.1% to $362,197, compared to net income of
$398,415 for the same period in 1998.  The annualized return on
average assets and annualized return on average equity were
0.72% and 7.03% respectively, for the six-month period ended
June 30, 1999.  This compares to an annualized return on average
assets and annualized return on average equity of 0.82% and
8.19% respectively, for the same period in 1998.

     Net interest income, the Company=s primary source of
income, increased 3.8% up $64,122 for the six months ended June
30, 1999, over the same period in 1998.  The weighted average
yield on interest earning assets increased from 8.26% for the
six months ended June 30, 1998 to 7.89% for the six months ended
June 30, 1999.  The



                               16
<PAGE>
<PAGE>
               CECIL BANCORP, INC. AND SUBSIDIARIES
   Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

weighted average rate paid on interest bearing liabilities
decreased from 4.72% for the six months ended June 30, 1998 to
4.26% for the six months ended June 30, 1999.

     Interest on loans receivable increased by $54,518 or 1.7%,
from $3,223,681 for the six months ended June 30, 1998 to
$3,278,199 for the six months ended June 30, 1999.  The average
balance outstanding increased $5,134,822.  The weighted average
yield decreased from 8.59% for the six months ended June 30,
1998 to 8.18% for the six months ended June 30, 1999.

     Interest on mortgage backed securities decreased $46,180 or
36.7%, from $125,882 for the six months ended June 30, 1998 to
$79,702 for the six months ended June 30, 1999.  The average
outstanding balance decreased $1,544,926 for the six months
ended June 30, 1999 from the same period ended 1998, with the
weighted average yield increasing from 6.61% for the six months
ended June 30, 1998 to 7.04% for the six months ended June 30,
1999.

     Interest on other interest earning assets increased
$15,575, or 10.2%, from $153,024 for the six months ended June
30, 1998 to $168,599 for the same period in 1998. The weighted
average yield increased from 7.92% for the six months ended June
30, 1996 to 7.96% for the six months ended June 30, 1999. The
average outstanding balance increased $374,701 from $3,863,135
for the six months ended June 30, 1998 to $4,237,836 for the six
months ended June 30, 1999.

     Interest on savings deposits decreased $131,075, or 6.6%
from $1,974,270 for the six months ended June 30, 1998 to
$1,834,195 for the six months ended June 30, 1999.  The average
balance outstanding increased $2,887,886 for the period noted
above.  The weighted average rate paid on deposits decreased
from 4.74% for the six months ended June 30, 1998 to 4.27% for
the six months ended June 30, 1999.  Interest expense paid
on borrowings decreased $3,293, or 5.1% from $64,528 for the six
months ended June 30, 1998 to $61,235 for the six months ended
June 30, 1999.  Decreases are attributable to decreases in the
weighted average cost of funds, which were offset by a slight
increase in the average balance outstanding.

     Noninterest income decreased $82,181 or 33.5% to $163,044
for the six months ended June 30, 1999 from $245,225 for the
same period in 1998.  Gain on sale of loans was down $9,555 or
28.5% for the six months ended June 30, 1999 over the same
period in 1998, as a result of fewer sales of fixed rate loans
in the secondary market.  Commission income increased $11,498,
or 29.1% for the six months ended June 30, 1999 over the same
period in 1998.  The increase was the result of increased sales
of insurance and investments products.  Other fees decreased
97.5% down $42,772 for the six months ended June 30, 1999 over
the same period in 1998.  Decreases were primarily attributable
to the increase in expenses to other real estate owned
properties and the amortization of mortgage servicing rights.

     Noninterest expense increased $41,834 or 3.2% to $1,359,298
for the six-month period ended June 30, 1999 from $1,317,464 for
the six months ended June 30, 1998.  The SAIF deposit premium
remained stable for the six months ended June 30, 1999, compared
to the same period in 1998.  Other expenses increased 10.7%, up
$19,300 for the six-month period ended June 30, 1999, over the
same period in 1998.  The increase was attributable to an
increase in audit and accounting fees, loan expenses, postage,
mortgage loans held for sale valuation allowances, and mortgage
servicing rights valuation allowance.
                                17

<PAGE>
<PAGE>

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


     Income tax expense for the six-month period ended June 30,
1999 and 1998 was $213,926 and $237,601 which equates to effec-
tive rates of 37.1% and 37.4% respectively.

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, con-
sisting 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,
1999:

<TABLE>
<CAPTION>
                                                     1999                 1998
                                                  -----------          -----------
<S>                                               <C>                  <C>
Nonperforming loans:

Residential mortgage                              $  821,136           $  933,380
Consumer and other                                   128,147               26,850


Assets acquired in settlement of loans:
Real estate held for development and sale
Real estate held for investment and sale
Repossessed assets                                  254,994              359,970
                                                 ----------           ----------
Total Nonperforming Assets                       $1,204,277           $1,320,200
                                                 ==========           ==========

</TABLE>

     Residential mortgages classified consisted of 17 loans with
balances ranging from $5,000 to $165,000.  Classified consumer
loans consisted of 12 loans with balances ranging from $1,000 to
$71,000 as of June 30, 1999.

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



                                18

<PAGE>
<PAGE>

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


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 Banks'   The Office of Thrift Supervision ("OTS"), which is
---------    both Banks' principle 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, 1999:

<TABLE>
<CAPTION>

CECIL FEDERAL SAVINGS BANK

                                  Tangible           Core          Risk Based
-----------------------------------------------------------------------------
<S>                                <C>              <C>              <C>
Available capital                  $8,233           $8,233           $8,466
Required capital                    1,079            2,878            3,721
                                   ------           ------           ------
Excess                             $7,154           $5,355           $4,745
                                   ======           ======           ======


Available capital                   11.44%           11.44%           18.20%
Required capital                     1.50%            4.00%            8.00%
                                   ------           ------           ------
Excess                               9.94%            7.44%           10.20%
                                   ======           ======           ======



COLUMBIAN BANK, F.S.B.


                                  Tangible           Core          Risk Based
-----------------------------------------------------------------------------
Available capital                  $2,191           $2,191           $2,294
Required capital                      431            1,148            1,168
                                   ------           ------           ------
Excess                             $1,760           $1,043           $1,126
                                   ======           ======           ======


Available capital                   7.63%            7.63%            15.71%
Required capital                    1.50%            4.00%             8.00%
                                   ------           ------           ------
Excess                              6.13%            3.63%             7.71%
                                   ======           ======           ======
</TABLE>



                                19

<PAGE>
<PAGE>

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


     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 insti-
tutions, 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, 1999, the Banks' capital levels were sufficient
to qualify it as a well capitalized institution, the most
favorable category, allowing the Banks' to pay lower deposit
insurance premiums.



                               20

<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

             On April 21, 1999, the Registrant held its Annual
             Meeting of Stockholders.  Information regarding
             this meeting was previously reported in the
             Form 10-QSB for the quarter ended March 31, 1999.

    Item 5.  Other Information -
              Not Applicable

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

            (a)  Exhibits
                 Exhibit 27 - Financial Data Schedule

            (b)  Reports on Form 8-K

                 On June 10, 1999, the Company filed a Form 8-K
                 announcing, under "Item 5. Other Events," that
                 its Cecil Federal Subsidiary had reached
                 agreement with Susquehanna Bank for Cecil
                 Federal to acquire Susquehanna Bank's two
                 branch offices located in Elkton, Maryland.
                 These branches had total deposits of $23.5
                 million at May 31, 1999.  The transaction,
                 which is subject to regulatory approval and the
                 satisfaction of certain other conditions is
                 expected to close in the Fall of 1999.



                               21

<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 hereunto duly authorized.



                                   CECIL BANCORP, INC.



Date:   August 10, 1999         By:  /s/  Mary Beyer Halsey
        ---------------              -------------------------
                                     Mary Beyer Halsey
                                     President
                                     Chief Executive Officer