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
                  June 30, 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.

                                     636,871
                                     -------


                                     Page 1
<PAGE>

                       CECIL BANCORP INC. AND SUBSIDIARIES

                                    CONTENTS

                                                                            PAGE
                                                                            ----

PART I.               FINANCIAL INFORMATION

           ITEM 1.    Financial Statements (unaudited)

                      Consolidated Statements of Financial Condition -
                      June 30, 2002 and December 31, 2001                      3

                      Consolidated Statements of Income and Comprehensive
                      Income for the Six and Three Months Ended June 30,
                      2002 and 2001                                          4-5

                      Consolidated Statements of Cash Flows
                      for Six Months Ended June 30, 2002 and 2001            6-7

                      Notes to Consolidated Financial Statements               8

           ITEM 2.    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                  10-17

PART II. OTHER INFORMATION                                                    18

SIGNATURES                                                                    19


                                     Page 2
<PAGE>

                      CECIL BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       JUNE 30, 2002 AND DECEMBER 31, 2001



<TABLE>
<CAPTION>
                                                                   June 30,      December 31,
                                                                     2002             2001
                                                                -------------    -------------
                                                                 (Unaudited)
<S>                                                             <C>              <C>
ASSETS
Cash and due from banks                                         $   2,468,056    $   2,466,940
Interest bearing deposits with banks                                3,598,674        3,079,302
Investment securities:
   Securities held-to-maturity (fair value of $2,495,315
     in 2002 and $3,055,783 in 2001)                                2,495,448        3,049,364
   Securities available-for-sale at fair value                      8,400,394       10,767,803
Loans receivable                                                  100,785,990      101,719,306
   Less: Allowance for loan losses                                   (498,322)        (325,815)
                                                                -------------    -------------

       Loans receivable, net                                      100,287,668      101,393,491
Property and equipment - net                                        2,242,098        2,319,960
Real estate owned                                                       8,576                0
Stock in Federal Home Loan Bank of Atlanta - at cost                  955,000          955,000
Accrued interest receivable                                           575,810          655,019
Goodwill and other intangible assets                                2,182,144        2,254,261
Other assets                                                          531,497          556,901
                                                                -------------    -------------
       TOTAL ASSETS                                             $ 123,745,365    $ 127,498,041
                                                                =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Savings deposits                                             $ 100,464,545    $ 104,035,106
   Advance payments by borrowers for property
     taxes and insurance                                            1,117,029          651,732
   Employee stock ownership plan debt                                 115,524          115,524
   Other liabilities                                                  388,180          498,368
   Advances from Federal Home Loan Bank of Atlanta                  9,000,000       10,000,000
                                                                -------------    -------------
       Total liabilities                                          111,085,278      115,300,730
                                                                -------------    -------------

STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; authorized 4,000,000 shares,
     issued and outstanding 636,871 shares in
     2002 and 633,108 in 2001                                           6,369            6,331
   Additional paid in capital                                       5,318,209        5,266,908
   Employee stock ownership plan debt                                (115,524)        (115,524)
   Deferred compensation - Management Recognition Plan                (17,483)         (17,483)
   Retained earnings                                                7,450,812        7,059,549
   Accumulated other comprehensive income, net                         17,704           (2,470)
                                                                -------------    -------------
       Total stockholders' equity                                  12,660,088       12,197,311
                                                                -------------    -------------
       TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY                                                   $ 123,745,365    $ 127,498,041
                                                                =============    =============
</TABLE>


See accompanying notes.

                                     Page 3
<PAGE>

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



<TABLE>
<CAPTION>
                                   Three Months Ended June 30,    Six Months Ended June 30,
                                        2002         2001            2002           2001
                                     ----------   ----------      ----------   ----------
                                    (Unaudited)   (Unaudited)     (Unaudited)  (Unaudited)
<S>                                  <C>          <C>             <C>          <C>
INTEREST INCOME:
  Loans receivable                   $2,004,880   $2,184,304      $3,994,968   $4,448,778
  Investment securities                 116,663       86,751         238,774      203,667
  Dividends on FHLB stock                13,541       14,358          28,585       32,288
  Other interest-earning assets           9,980       69,013          19,155       97,195
                                     ----------   ----------      ----------   ----------
Total interest income                 2,145,064    2,354,426       4,281,482    4,781,928
                                     ----------   ----------      ----------   ----------

INTEREST EXPENSE:
  Interest expense on deposits          706,768    1,069,260       1,501,282    2,137,611
  Borrowing                             106,698      140,063         214,862      377,230
                                     ----------   ----------      ----------   ----------
Total interest expense                  813,466    1,209,323       1,716,144    2,514,841
                                     ----------   ----------      ----------   ----------
      Net interest income             1,331,598    1,145,103       2,565,338    2,267,087

  Provision for loan losses             195,000       31,500         352,000       63,000
                                     ----------   ----------      ----------   ----------
      Net interest income after
         provision for loan losses    1,136,598    1,113,603       2,213,338    2,204,087
                                     ----------   ----------      ----------   ----------
NONINTEREST INCOME:
  Checking account fees                  70,871       66,665         139,293      143,974
  ATM fees                               27,540       32,251          51,506       47,198
  Commission income                      24,550       12,806          28,020       34,103
  Gain on sale of OREO                        0            0         106,996            0
  Other                                  20,410        2,345          34,727       41,651
                                     ----------   ----------      ----------   ----------
      Total noninterest income          143,371      114,067         360,542      266,926
                                     ----------   ----------      ----------   ----------
NONINTEREST EXPENSE:
  Compensation and benefits             431,410      449,333         853,889      879,672
  Occupancy                              54,046       54,624         109,892      116,591
  Equipment and data processing
      expense                           115,090      112,218         225,912      222,402
  SAIF deposit insurance premium         14,444       20,146          29,054       40,543
  Amortization of intangible assets           0       70,391               0      140,783
  Other                                 284,990      226,598         515,696      467,106
                                     ----------   ----------      ----------   ----------
  Total noninterest expense             899,980      933,310       1,734,443    1,867,097
                                     ----------   ----------      ----------   ----------
INCOME BEFORE INCOME TAXES              379,989      294,358         839,437      603,916
                                     ----------   ----------      ----------   ----------
INCOME TAX EXPENSE                      136,905      115,856         323,413      230,090
                                     ----------   ----------      ----------   ----------
NET INCOME                           $  243,084   $  178,502      $  516,024   $  373,824
                                     ==========   ==========      ==========   ==========

</TABLE>


(continued)


                                     Page 4
<PAGE>

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

                                   (Continued)


<TABLE>
<CAPTION>
                               Three Months Ended June 30,   Six Months Ended June 30,
                                    2002         2001            2002        2001
                                 ---------    ---------       ---------   ---------
                                (Unaudited)  (Unaudited)      (Unaudited) (Unaudited)
<S>                              <C>          <C>             <C>         <C>
NET INCOME                       $ 243,084    $ 178,502       $ 516,024   $ 373,824

OTHER COMPREHENSIVE INCOME
  Unrealized gains (losses) on
      investment securities,
      net of deferred taxes        (14,189)     (27,978)         17,704      52,886
                                 ---------    ---------       ---------   ---------
TOTAL COMPREHENSIVE INCOME       $ 228,895    $ 150,524       $ 533,728   $ 426,710
                                 =========    =========       =========   =========

Earnings per common share and
  common share equivalent        $    0.39    $    0.29       $    0.83   $    0.61
                                 =========    =========       =========   =========

Earnings per common share -
  assuming full dilution         $    0.38    $    0.28       $    0.82   $    0.60
                                 =========    =========       =========   =========
</TABLE>



See accompanying notes.


                                     Page 5
<PAGE>


                      CECIL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 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                                             $   516,024    $   373,824
     Depreciation and amortization                              152,578        246,986
     Provision for loan losses                                  352,000         63,000
     Gain on sale of OREO                                      (106,996)            --
     Deferred income taxes                                         (387)            --
     Reinvested dividends                                            --        (18,686)
     Net changes in:
       Accrued interest receivable and other assets             158,177         63,528
       Other liabilities                                       (110,189)      (135,092)
                                                            -----------    -----------
          Net cash provided by operating activities             961,207        593,560
                                                            -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of investment securities available-for-sale     (2,936,491)    (2,750,000)
   Purchases of investment securities held to maturity       (2,490,070)            --
   Proceeds from sales, maturities, calls and principal
     payments of investment securities available-for-sale     5,334,716      2,257,940
   Proceeds from sales, maturities, calls and principal
     payments of investment securities held to maturity       3,000,000             --
   Purchase of stock in Federal Home Loan Bank                       --        (50,000)
Net decrease in loans                                           681,391        910,133
Proceeds from sales of real estate owned                        170,852        254,994
Purchases of property and equipment - net                       (22,431)        (4,786)
                                                            -----------    -----------
          Net cash provided by investing activities           3,737,967        618,281
                                                            -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net decrease in deposits                                  (3,570,561)     4,958,729
Increase in advance payments by borrowers for
     property taxes and insurance                               465,297        594,041
Proceeds from issuance of common stock                           53,649        113,249
   Net decrease in short-term borrowings                     (1,000,000)    (3,250,000)
Payments of cash dividends                                     (127,071)      (125,351)
                                                            -----------    -----------
          Net cash used by financing activities              (4,178,686)     2,290,668
                                                            -----------    -----------
INCREASE IN CASH AND
   CASH EQUIVALENTS                                             520,488      3,502,509

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                        5,546,242      3,880,606
                                                            -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 6,066,730    $ 7,383,115
                                                            ===========    ===========
</TABLE>



                                     Page 6
<PAGE>

                      CECIL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

Supplemental disclosures of cash flow information:
   Cash paid for income taxes                        $  347,500   $  128,000
   Cash paid for interest                             1,720,423    2,510,164

See accompanying notes


                                     Page 7
<PAGE>

                      CECIL BANCORP, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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 June 30, 2002 and the results of its operations and cash
    flows for the three and six months ended June 30, 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 and
    six months ended June 30, 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.

    4. NEW ACCOUNTING PRONOUNCEMENTS

               On January 1, 2002, the Company adopted Statement of Financial
    Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS No.
    142 provides that goodwill shall not be amortized but should be tested for
    impairment on an annual basis, using criteria prescribed in the statement.
    If the carrying amount of goodwill exceeds its implied fair value, as
    recalculated, an impairment loss equal to the excess shall be recognized.
    Recognized intangible assets other than goodwill should be amortized over
    their useful lives and reviewed for impairment in accordance with SFAS No.
    121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of " (superseded by SFAS No. 144, which substantially
    carries over the applicable provisions of SFAS No. 121).

               The Company's intangible assets at June 30, 2002 are classified
    as "intangible assets other than goodwill" and primarily represent the
    unamortized intangible related to the Company's acquisitions of branch
    offices from


                                     Page 8
<PAGE>

    another bank. At June 30, 2002, the carrying amount of this intangible was
    $2.0 million, and is being amortized on a straight line basis over ten years
    in accordance with SFAS No. 72, "Accounting for Certain Acquisitions of
    Banking or Thrift Institutions," which was not superseded by SFAS No. 142.

         On May 10, 2002, the Financial Accounting Standards Board issued an
exposure draft titled "Acquisition of Certain Financial Institutions", which
amends certain provisions of SFAS No. 72. If adopted, the proposal will remove
acquisitions of financial institutions from the scope of SFAS No. 72 and will
require that such acquisitions be accounted for in accordance with SFAS No. 141,
"Business Combinations." If the acquisition meets the definition of a business
combination, it shall be accounted for by the purchase method in accordance with
the provisions of SFAS No. 141. Any goodwill that results will be accounted for
in accordance with the provisions of SFAS No. 142. If the acquisition does not
meet the definition of a business combination, the cost of the assets acquired
shall be allocated to the individual assets acquired and liabilities assumed
based on their relative fair values and shall not give rise to goodwill. In
addition, this proposed statement would amend SFAS No. 144 to include in its
scope long-term customer-relationship intangible assets of financial
institutions such as depositor - and borrower - relationship intangible assets
and credit-cardholder intangible assets. Consequently, those intangible assets
would be subject to the same undiscounted cash flow recoverability tests and
impairment loss recognition and measurement provisions that SFAS No. 144
requires for long-term tangible assets and other finite-lived intangible assets
that are held and used.

         Existing unidentifiable intangible assets, as that term is defined in
SFAS No. 72, previously recognized under the provisions of SAS No. 72 shall
continue to be amortized (consistent with the existing clarifying provisions of
Emerging Issues Task Force Topic D-100) unless:

         The transaction in which the intangible asset arose met the definition
of a business combination, and Intangible assets acquired in the transaction
were recognized apart from the unidentifiable intangible asset and those
intangible assets were accounted for separately from the unidentifiable
intangible asset after the date of acquisition.

         Management does not believe these criteria have been met and intends to
continue amortizing the intangible over ten years, subject to periodic review of
its useful life.

         In June 2001, the FASB issued SFAS No, 143, "{Accounting for Asset
Retirement Obligations" ("Statement 143"), which addresses financial accounting
and reporting for legal obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. Statement 143 is
effective for fiscal years beginning after June 15, 2002. This Statement is not
expected to have a material impact on the Company's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets" ("Statement 144") which supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("Statement 121") and the accounting and reporting
provisions of APB No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business. While Statement 144 retains many of the fundamental provisions of
Statement 121, it establishes a single accounting model for long-lived assets to
be disposed of by sale, and resolves certain implementation issues not
previously addressed by Statement 121. Statement 144 is effective for fiscal
years beginning after December 15, 2001. This Statement did not have a material
impact on the Company's financial statements.


                                     Page 9
<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 possible 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


                                    Page 10
<PAGE>

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 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 June 30, 2002 and December 31, 2001
------------------------------------------------------------------------


         The Company's assets decreased by $3,752,676, or 3.0% to $123,745,365
at June 30, 2002 from $127,498,041 at December 31, 2001 primarily as a result of
decreases in investment securities and loans receivable. Cash and due from banks
increased by $1,116 to $2,468,056 at June 30, 2002 from $2,466,940 at December
31, 2001. Interest-bearing deposits increased by $519,372, or 16.9% to
$3,598,674 at June 30, 2002 from $3,079,302 at December 31, 2001. Investment
securities held to maturity decreased $553,916, or 18.2%, to $2,495,448 at June
30, 2002 from $3,049,364 at December 31, 2001. Investment securities available
for sale decreased $2,367,409 or 22.0%, to $8,400,394 at June 30, 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 remainder of the Company's interest earning assets, primarily
invested for liquidity, increased due to decreased loan demand. The loans
receivable portfolio, net of the allowance for loan losses, decreased by
$1,105,823, or 1.1% to $100,287,668 at June 30, 2002 from $101,393,491 at
December 31, 2001. 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 5.25%. Real estate owned increased by
$8,576 due to the classification of a single-family residential property. There
was no other real estate owned property at December 31, 2001. Other assets
decreased $25,404 or 4.6% to $531,497 at June 30, 2002 from $556,901 at December
31, 2001. Goodwill and other intangible assets decreased 72,117 or 3.2%,
primarily due to a change in the accounting for intangible assets, ie, goodwill.

         The Company's liabilities decreased $4,215,452, or 3.7% to $111,085,278
at June 30, 2002 from $115,300,730 at December 31, 2001. Savings deposits
decreased $3,570,561, or 3.4% to $100,464,545 at June 30, 2002 from $104,035,106
at December 31, 2001. During the six months ended June 30, 2002, the Company's
savings deposits decreased due to conservative pricing strategies on deposits.
Advances from the Federal Home Loan Bank of Atlanta decreased by $1,000,000, or
10.0% to $9,000,000 at June 30, 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 $465,297, or 71.4% to $1,117,029 at June 30, 2002
from $651,732 at December 31, 2001. Other liabilities decreased $164,558, or
33.0% to $333,810 at June 30, 2002 from $498,368 at December 31, 2001.



                                    Page 11
<PAGE>



         The Company's stockholders' equity increased by $462,777, or 3.8% to
$12,660,088 at June 30, 2002 from $12,197,311 at December 31, 2001. The increase
was the result of an increase in retained earnings of $391,263, or 5.5% to
$7,450,812 at June 30, 2002 from $7,059,549 at December 31, 2001, and an
increase in accumulated other comprehensive income. Accumulated other
comprehensive income, consisting of unrealized gains or losses on investment
securities available for sale, increased $20,174 to $17,704 at June 30, 2002
from $(2,470) at December 31, 2001. The Company paid its regular dividend of
$.10 per share for the quarter ended June 30, 2002.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2002: Net income for the three month period ended
June 30, 2002 increased $64,582 or 36.2% to $243,084 as compared to net income
for the same period in 2001 of $178,502. The annualized return on average assets
and annualized return on average equity were 0.76% and 7.68% respectively, for
the three-month period ended June 30, 2002. This compares to an annualized
return on average assets and annualized return on average equity of 0.58% and
6.06% respectively, for the same period in 2001.


         Net interest income, the Bank's primary source of income, increased
16.3%, or $186,495 for the three months ended June 30, 2002, over the same
period in 2001. The weighted average yield on interest earning assets decreased
from 8.20% for the three months ended June 30, 2001 to 7.34% for the three
months ended June 30, 2002. The weighted average rate paid on interest bearing
liabilities decreased from 4.33% for the three months ended June 30, 2001 to
3.15% for the three months ended June 30, 2002.

         Interest on loans receivable decreased by $179,424 or 8.2%, from
$2,184,304 for the three months ended June 30, 2001 to $2,004,880 for the three
months ended June 30, 2002. The decrease is attributable to a decrease in the
average balance outstanding and the weighted-average yield. The average balance
outstanding decreased by $1,914,514 from $102,082,166 for the three months ended
June 30, 2001 to $100,167,652 for the three months ending June 30, 2002. The
weighted-average yield decreased from 8.56% for the three months ended June 30,
2001 to 8.01% for the three months ended June 30, 2002.

         Interest on investment securities increased $29,912 or 34.5% from
$86,751 for the three months ended June 30, 2001 to $116,663 for the three
months ended June 30, 2002. The average outstanding balance increased $3,910,055
for the three months ended June 30, 2002 over the three months ended June 30,
2001. The weighted-average yield decreased from 5.28% for the three months ended
June 30, 2001 to 3.97% for the three months ended June 30, 2002.

         Interest on other interest earning assets decreased $59,033, or 85.5%
from $69,013 for the three months ended June 30, 2001 to $9,980 for the three
months ended June 30, 2002. The effects of a $153,532 increase in the average
outstanding balance for the three months ended June 30, 2002 over the three
months ended June 30, 2001, were offset by an decrease in the weighted-average
yield, from 5.34% for the three months ended June 30, 2001 to 0.98% for the
three months ended June 30, 2002. Other investments primarily are short-term
liquidity accounts with variable rates.

         Interest on deposits decreased $362,492 or 33.9% from $1,069,260 for
the three months ended June 30, 2001 to $706,768 for the three months ended June
30, 2002. The average balance outstanding increased $512,932, or 0.5% from
$100,414,435 for the three months ended June 30, 2001 to $100,927,367 for the
three months ended June 30, 2002. The weighted-average rate paid on deposits
decreased from 4.24% for the three months ended June 30, 2001 to 2.99% for the
three months ended June 30, 2002. Interest expense paid on borrowings decreased
$33,365, or 23.8% from $140,063 for the three months ended June 30, 2001 to
$106,698 for the three months ended June 30, 2002. The average balance
outstanding decreased $1,000,000 for the period noted above. The weighted
average yield decreased from 5.60% for the three months ended June 30, 2001 to
4.74% for the three months ended June 30, 2002.

         Noninterest income increased 25.7%, up $29,304 for the three months
ended June 30, 2002, over the same period in 2001. Checking account fees
increased $4,206, or 6.3%. Commission income increased $11,744 or 91.7% from
$12,806 for the three months ended June 30, 2001 to $24,550 for the three months
ended June 30, 2002. The



                                    Page 12
<PAGE>

increase is attributable to increased brokerage and investment product sales
through the Bank's service corporation, Cecil Financial Services. Other income
increased $18,065 or 770.3% from $2,345 to $20,410 for the period noted.


         Noninterest expense decreased 3.6%, up $33,330 for the three months
ended June 30, 2002, over the same period in 2001. Compensation and benefits
decreased 4.0% for the three months ended June 30, 2002 over the same period in
2001. Occupancy expense and Equipment and data processing expenses remained
stable during the period. The SAIF deposit premium decreased $5,702 or 28.3% for
the three months ended June 30, 2002 over the same period in 2001. Other
expenses increased $58,392, or 25.8% to $284,990 for the three months ended June
30, 2002 from $226,598 for the three months ended June 30, 2001. Amortization of
intangible assets decreased $70,391, or 100% due to a change in the accounting
for intangible assets, ie, goodwill. This increase is a direct result of a
charge of $48,798 for a loss pending to TriState Armored Services bankruptcy
case. See Contingencies for further explanation.

         Income tax expense for the three-month period ended June 30, 2002 and
2001 was $136,905 and $115,856, respectively, which equates to effective rates
of 36.0% and 39.4% respectively.

Six Months Ended June 30, 2002: Net income for the six-month period ended June
30, 2002 increased $142,200 or 38.0% to $516,024, compared to net income of
$373,824 for the same period in 2001. The annualized return on average assets
and annualized return on average equity were 0.82% and 8.14% respectively, for
the six-month period ended June 30, 2002. This compares to an annualized return
on average assets and annualized return on average equity of 0.61% and 6.41%
respectively, for the same period in 2001.


         Net interest income, the Bank's primary source of income, increased
13.2% up $298,251 for the six months ended June 30, 2002, over the same period
in 2001. The weighted-average yield on interest earning assets decreased from
8.36% for the six months ended June 30, 2001 to 7.29% for the six months ended
June 30, 2002. The weighted average rate paid on interest bearing liabilities
increased from 4.55% for the six months ended June 30, 2001 to 3.30% for the six
months ended June 30, 2002.

         Interest on loans receivable decreased by $453,810 or 10.2%, from
$4,448,778 for the six months ended June 30, 2001 to $3,994,968 for the six
months ended June 30, 2002. The average balance outstanding decreased $1,961,620
or 1.9% from $102,585,327 to $100,623,707 for the period noted above. The
weighted-average yield decreased from 8.67% for the six months ended June 30,
2001 to 7.94% for the six months ended June 30, 2002.

         Interest on investment securities increased $35,107 or 17.2% from
$203,667 for the six months ended June 30, 2001 to $238,774 for the six months
ended June 30, 2002. The average outstanding balance increased $5,216,778 for
the six months ended June 30, 2002 from the six months ended June 30, 2001. The
weighted-average yield decreased from 6.00% for the six months ended June 30,
2001 to 3.69% for the six months ended June 30, 2002. Interest on other interest
earning assets decreased $78,040, or 80.3%, from $97,195 for the six months
ended June 30, 2001 to $19,155 for the same period in 2001. The average
outstanding balance decreased $199,462, or 6.4%, from $3,109,560 for the six
months ended June 30, 2001 to $2,910,098 for the six months ended June 30, 2002.
The weighted-average yield decreased from 4.43% for the six months ended June
30, 2001 to 1.32% for the six months ended June 30, 2002.

         Interest on deposits decreased $636,329, or 29.8% from $2,137,611 for
the six months ended June 30, 2001 to $1,501,282 for the six months ended June
30, 2002. The average balance outstanding increased $2,077,349 for the period
noted above. The weighted-average rate paid on deposits decreased from 4.32% for
the six months ended June 30, 2001 to 3.16% for the six months ended June 30,
2002. Interest expense paid on borrowings decreased $162,368, or 43.0% from
$377,230 for the six months ended June 30, 2001 to $214,862 for the six months
ended June 30, 2002. The average balance outstanding decreased $1,260,311 or
11.8% from $10,691,250 for the six months ended June 30, 2001 to $9,430,939 for
the six months ended June 30, 2002. The weighted average cost of funds decreased
from 7.06% for the six months ended June 30, 2001 to 4.56% for the six months
ended June 30, 2002.

         Noninterest income increased $93,616 or 35.1% to $360,542 for the six
months ended June 30, 2002 from $266,926 for the same period in 2001. Checking
account fees remained stable for the period noted above. Commission income
decreased $6,083, or 17.8% for the six months ended June 30, 2002 over the same
period in


                                    Page 13
<PAGE>

2001. The decrease was the result of decreased sales of insurance and
investments products. Other income increased $100,072 or 240.3% for the period
noted. The increase was attributable to gains on the sale of real estate during
the first quarter of the year.


         Noninterest expense increased $132,654 or 7.1% to $1,734,443 for the
six-month period ended June 30, 2002 from $1,867,097 for the six months ended
June 30, 2001. Compensation and benefits decreased 2.9% or $25,783 for the six
months ended June 30, 2002 over the same period in 2001. Occupancy expense
decreased $6,699 or 5.7% to $109,892 for the six months ended June 30, 2002 from
$116,591 for the six months ended June 30, 2001. Equipment and data processing
expenses remained stable for the six months ended June 30, 2002 over the same
period in 2001. The SAIF deposit premium decreased $11,489 or 28.3% for the six
months ended June 30, 2002 over the same period in 2001. Amortization of
intangible assets decreased by $140,783 or 100% due to a change in the
accounting for intangible assets, ie, goodwill. Other expenses increased $48,590
or 10.4% for the six months ended June 30, 2002 over the same period in 2001.
This increase is a direct result of a charge of $48,798 for a loss pending to
TriState Armored Services bankruptcy case. See Contingencies for further
explanation.

         Income tax expense for the six-month period ended June 30, 2002 and
2001 was $323,413 and $230,090, which equates to effective rates of 38.5% and
38.1% 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>
                                                                   June 30,                      December 31.
                                                                     2002                            2001
                                                            --------------------             -------------------
                                                              Amount        %                 Amount         %
                                                            ---------     ------             --------     ------
                                                                            (Dollars in thousands)
<S>                                                         <C>           <C>               <C>           <C>
Type of Loan
------------
Real estate loans:
  Construction loans .....................................  $   6,281       6.23%            $  6,496       6.39%
  One- to four-family residential and home equity ........     65,619      65.11               69,347      68.17
  Multi-family residential................................      2,743       2.72                1,854       1.82
  Land....................................................      2,131       2.12                2,626       2.58
  Commercial..............................................      9,747       9.67                8,593       8.45

Commercial business loans.................................      6,956       6.90                5,831       5.73

Consumer loans:
  Automobile loans........................................      1,771       1.76                2,204       2.17
  Education loans.........................................         25       0.02                   30       0.03
  Savings account loans...................................        743       0.74                  759       0.75
  Personal loans..........................................      4,770       4.73                3,979       3.91
                                                            ---------     ------             --------     ------
      Subtotal loans......................................    100,786     100.00%             101,719     100.00%
                                                                          ======                          ======
Less: Loan loss reserve...................................        498                             326
                                                            ---------                        --------
     Total loans..........................................  $ 100,288                        $101,393
                                                            =========                        ========
</TABLE>


                                    Page 14
<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 June 30, 2002:

                                            June 30,    December 31,
                                              2002           2001
                                              ----           ----
                                           (Dollars in thousands)
Nonperforming loans:
  Real Estate Mortgage                        $477          $460
  Consumer and other                            79           230
                                              ----          ----
         Total Nonperforming Loans             556           690
Assets acquired in settlement of loans:
  Real estate held for development and sale
  Real estate held for investment and sale
  Repossessed assets                             9             0
                                              ----          ----
Total Nonperforming Assets                    $565          $690
                                              ====          ====

Nonperforming Loans to Total Loans            0.55%         0.68%

Nonperforming Assets to Total Assets          0.46%         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 15
<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 six 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
June 30, 2002 was $498,000, (0.49% of total loans), an increase of $172,000
(52.8%) from the $326,000 allowance (0.32% of loans) at December 31, 2001. The
allowance for loan losses has increased as a result of management's analysis of
deteriorating economic conditions and the increase in commercial loans as a
percentage of total loans. Annualized charge offs for the first six months of
2002 were 0.35% of average loans, up from the 0.28% of average loans recorded
for the year 2001. Total nonperforming loans at June 30, 2002 were $556,000,
down $134,000 (19.4%) from December 31, 2001. However, a significantly larger
amount of nonperforming loans at June 30, 2002 consisted of real estate loans,
which generally have the lowest loss rates. At June 30, 2002, nonperforming
consumer and other loans, which generally have higher loss rates, were $79,000,
down $151,000 (65.6%) from December 31, 2001. At June 30, 2002, one-to-four
family residential and home equity loans, which generally are assigned the
lowest credit risk factors, comprise 65.11 % 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 six months of
2002 was $352,000, up $289,000, or 458.7%, from the first six months of 2002.

A summary of activity in the allowance is shown below.


                                            Six Months Ended    12 Months Ended
                                              June 30, 2002    December 31, 2001
                                              -------------    -----------------
                                                       (In thousands)

Balance at beginning of period ...................  $ 326            $ 419
                                                    -----            -----

Loans charged-off:
  Residential real estate mortgage loans .........     --               55
  Commercial .....................................     31               68
  Consumer .......................................    161              214
                                                    -----            -----
Total charge-offs ................................    192              337
                                                    -----            -----
Recoveries:
  Residential real estate mortgage loans .........     --               --
  Commercial .....................................     --               --
  Consumer .......................................     12               55
                                                    -----            -----
Total recoveries .................................     12               55
                                                    -----            -----
Net loans charged-off ............................    180              282
                                                    -----            -----
Provision for loan losses ........................    352              189
                                                    -----            -----
Balance at end of period .........................  $ 498            $ 326
                                                    =====            =====
Net charge-offs to average loans
  outstanding during the period (annualized) .....   0.35%            0.28%
Allowance for loan losses to loans ...............   0.49%            0.32%
Allowance for loan losses to nonperforming loans..  89.57%           47.25%



                                    Page 16
<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
                                      June 30,           %                     December 31,         %
                                        2002          Deposits                     2001          Deposits
                                      --------        --------                    -------        --------
                                                              (Dollars in thousands)
<S>                                  <C>               <C>                       <C>              <C>
Regular checking.................    $   6,541           6.49%                   $   7,188           6.91%
NOW accounts.....................       10,253          10.17                        8,675           8.34
Passbook.........................       11,684          11.58                       10,798          10.38
Statement savings................        4,149           4.11                        3,870           3.72
Money market.....................        4,203           4.17                        3,875           3.72
Christmas and Vacation club......          225           0.22                           87           0.08
Certificates of Deposit..........       45,234          45.25                       51,789          49.78
IRA Certificates of Deposit......        9,335           9.25                        9,583           9.21
Money Market Certificates........        8,841           8.76                        8,170           7.86
                                     ---------         ------                    ---------         ------
                                     $ 100,465         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 June 30,
2002, the Bank exceeded all applicable capital requirements, having a total risk
based capital ratio of 12.28%, a tier 1 risk-based capital ratio of 8.59%, and a
tangible capital ratio of 8.59%. As of June 30, 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
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. Since that time,
the Company intends has vigorously pursued recovery through appropriate
channels. On July 15, 2002, the Bankruptcy Court approved the settlement
agreement for the trustee to follow. The agreement provides that the Bank will
receive $21,202 of its total loss of $70,000. The Bank has recognized the
resulting loss of $48,798 this quarter, by a charge to other non-interest
expense.


                                    Page 17
<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


The Annual Meeting of Stockholders of Cecil Bancorp, Inc. was held on May 15,
2002, at 9:00a.m. at the Bentleys Restaurant, Elkton, Maryland, for the purpose
of electing three members of the board of directors. Proxies for the meeting
were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934
and there was no solicitation in opposition to management's solicitations.

All of management's nominees for directors as listed in the proxy statement were
elected with the following vote:

                                 Shares                Shares
                                  Voted     Shares      Not
                                  "For"   "Withheld"   Voted
                                 ------   ----------   ------
To serve for a one-year term:
Howard B. Tome                    385,066    44,033   205,456

To serve for a three-year term:
Donald F. Angert                  427,561     1,538   205,456
Robert L. Johnson                 418,456    10,643   205,456
Doris P. Scott                    397,355    31,744   205,456


         Item 5.  Other Information -
                              Not Applicable

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

                   Exhibits


                           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 June 30, 2002


                                    Page 18
<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:      November 5, 2003             By: /s/  Mary Beyer Halsey
                                        --------------------------
                                        Mary Beyer Halsey
                                        President and Chief Executive Officer



                                    Page 19