SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB

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

      For the quarterly period ended June 30, 2000

[  ]  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 executive office)                           (Zip Code)



                                  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, 2000

$0.01 par value common stock                              618,992  shares
----------------------------                            --------------------
Class                                                        Outstanding

<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, 2000 and  December 31, 1999         3-4

                  Consolidated Condensed Statements of Income and
                  Comprehensive Income for Three Months Ended
                        June 30, 2000 and 1999                             5-6


                  Consolidated Condensed Statements of Cash Flows for
                  Three Months Ended June 30, 2000 and June 30, 1999       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

           Signature                                                        22
<PAGE>


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

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

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

                                                         June 30,   December 31,
                                                          2000          1999
                                                       -----------  ------------
                                                       (Unaudited)

<S>                                                  <C>            <C>
Cash                                                 $    856,347   $  2,466,580
Cash - Interest bearing                                 4,889,742      3,515,501
Federal funds sold                                                        50,000
Investment securities
     Securities held-to-maturity, at cost               4,504,405      5,479,757
     Securities available-for-sale at estimated
        market value                                    1,279,689      1,328,199
Mortgage-backed securities
     Securities held-to-maturity, at cost                 941,145      1,071,123
     Securities available-for-sale at estimated
        market value                                    1,514,744      1,853,793
Loans receivable, net                                 103,429,279     92,098,839
Real estate owned                                         379,056        371,178
Office properties, equipment and leasehold
     improvements at cost, less accumulated
     depreciation and amortization                      2,205,133      2,008,791
Stock in Federal Home Loan Bank of
     Atlanta - at cost                                    815,000        657,800
Accrued interest receivable                               727,628        618,702
Mortgage servicing rights                                  92,905         98,575
Prepaid expenses                                          187,514        145,243
Deferred taxes                                            313,937        257,337
Goodwill, less accumulated amortization                 2,604,495      2,745,278
Other assets                                                6,555        157,159
                                                     ------------   ------------

          TOTAL ASSETS                               $124,747,574   $114,923,855
                                                     ============   ============
</TABLE>


                                       3
<PAGE>


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

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>

                                                           June 30,       December 31,
                                                             2000             1999
                                                         ------------      ----------
                                                         (Unaudited)
<S>                                                    <C>              <C>
LIABILITIES
     Savings deposits                                  $  96,466,633    $ 101,217,544
     Advance payments by borrowers for
          property taxes and insurance                     1,413,478          777,509
     Employee stock ownership debt                           192,540          192,540
     Other liabilities                                       536,322          529,802
     Advances from Federal Home Loan Bank
          of Atlanta                                      15,050,000        1,500,000
                                                       -------------    -------------

          TOTAL LIABILITIES                              113,658,973      104,217,395
                                                       -------------    -------------
COMMITMENTS

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value
          Authorized:  4,000,000 shares
          Issued and outstanding: 618,992 shares
              at June 30, 2000 and 615,742 shares at
              December 31, 1999                                6,190            6,158
     Additional paid in capital                            4,961,931        4,898,025
     Employee stock ownership debt                          (192,540)        (192,540)
     Deferred compensation - Management
          Recognition Plan                                   (22,565)         (45,383)
     Retained earnings, substantially
          restricted                                       6,361,738        6,063,589
     Accumulated other comprehensive income                  (26,153)         (23,389)
                                                       -------------    -------------
          TOTAL STOCKHOLDERS' EQUITY                      11,088,601       10,706,460
                                                       -------------    -------------

          TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                     $ 124,747,574    $ 114,923,855
                                                       =============    =============
</TABLE>


                                       4
<PAGE>

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

           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
           ----------------------------------------------------------

<TABLE>
<CAPTION>

                                            Quarter Ended June 30,    Six Months Ended June 30,
                                           ------------------------   -------------------------
                                              2000          1999         2000           1999
                                           ----------    ----------   ----------     -------
                                           (Unaudited)   (Unaudited)  (Unaudited)    (Unaudited)
<S>                                        <C>           <C>          <C>            <C>
INTEREST INCOME
     Loans receivable                      $2,092,410    $1,644,863   $4,062,659     $3,278,199
     Mortgage-backed securities                39,636        33,413       84,293         79,702
     Investment securities                     95,572        95,807      191,148        195,307
     Other interest-earning assets             67,544        84,735      129,176        168,599
                                           ----------    ----------   ----------     ----------
          Total interest income             2,295,162     1,858,818    4,467,276      3,721,807
                                           ----------    ----------   ----------     ----------

INTEREST EXPENSE
     Interest expense on deposits           1,036,101       900,874    2,061,048      1,843,195
     Borrowing                                148,203        30,612      196,510         61,235
                                           ----------    ----------   ----------     ----------
          Total interest expense            1,184,304       931,486    2,257,558      1,904,430
                                           ----------     ---------   ----------     ----------

          Net interest income               1,110,858       927,332    2,209,718      1,817,377
     Provision for loan losses                 81,500        22,500      137,000         45,000
                                           ----------    ----------   ----------     ----------
          Net interest income after
              provision for loan losses     1,029,358       904,832    2,072,718      1,772,377
                                           ----------     ---------   ----------     ----------

NONINTEREST INCOME
     Loan service charges                      19,612        10,743       38,329         24,617
     Dividends on FHLB stock                   15,769        12,457       28,619         25,078
     Gain on sale of loans                                   23,971                      23,971
     Unrealized loss on loans
          held for sale                                     (47,773)                    (47,773)
     Commission income                         46,264        37,069       70,595         51,011
     Checking account fees                     72,315        47,633      130,442         85,034
     Other                                     19,552         2,077       39,243          1,106
                                           ----------    ----------   ----------     ----------
          Total noninterest income            173,512        86,177      307,228        163,044
                                           ----------    ----------   ----------     ----------


NONINTEREST EXPENSE
     Compensation and benefits                406,956       351,233      854,842        698,771
     Occupancy                                 44,274        33,910       87,992         69,062
     Equipment and data processing
          expense                             112,131        82,847      215,913        160,321
     SAIF deposit insurance premium            14,736        21,365       29,801         42,718
     Amortization of goodwill                  70,392                    140,783
     Other                                    202,783       198,882      376,766        369,663
                                           ----------    ----------   ----------     ----------
          Total noninterest expense           851,272       688,237    1,706,097      1,340,535
                                           ----------    ----------   ----------     ----------
          Income before income taxes          351,598       302,772      673,849        594,886
                                           ----------    ----------   ----------     ----------

INCOME TAXES
     Current                                  160,463       127,779      310,964        274,756
     Deferred                                 (27,946)      (21,188)     (54,813)       (54,450)
                                           ----------    ----------   ----------     ----------
          Total income taxes                  132,517       106,591      256,151        220,306
                                           ----------    ----------   ----------     ----------
NET INCOME                                 $  219,081    $  196,181   $  417,698     $  374,580
                                           ==========    ==========   ==========     ==========

</TABLE>

                                       5
<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,
                                           ------------------------   -------------------------
                                              2000          1999         2000          1999
                                           ----------    ----------   ----------     ---------
                                           (Unaudited)   (Unaudited)  (Unaudited)    (Unaudited)

<S>                                        <C>             <C>        <C>             <C>
NET INCOME                                 $  219,081    $ 196,181    $  417,698      $  374,580

OTHER COMPREHENSIVE INCOME
     Unrealized gains (losses) on
          investment securities,
          net of deferred taxes                 3,253       (4,853)       (2,764)        (20,322)
                                           ----------    ---------    ----------      ----------

TOTAL COMPREHENSIVE INCOME                 $  222,334    $ 191,328    $  414,934      $  354,258
                                           ==========    =========    ==========      ==========




Earnings per common share and
     common share equivalent               $     0.37   $     0.34    $     0.70      $     0.64
                                           ==========   ==========    ==========      ==========

Earnings per common share -
     assuming full dilution                $     0.36   $     0.33    $     0.69      $     0.63
                                           ==========   ==========    ==========      ==========
</TABLE>


                                       6
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                 Six Months Ended June 30,
                                                                 2000               1999
                                                             ------------       -----------
                                                              (Unaudited)       (Unaudited)
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Interest and fees received on loans and
          investments                                         $  4,632,725      $  3,914,561
     Cash paid to suppliers and employees                       (1,221,529)       (1,377,575)
     Proceeds from sale of loans                                                   1,149,335
     Origination of loans held for sale                                           (3,060,300)
     Interest paid                                              (2,257,558)       (1,904,430)
     Income taxes paid                                            (408,548)         (409,740)
                                                              ------------      ------------
          NET CASH PROVIDED (USED) BY OPERATING
              ACTIVITIES                                           745,090        (1,688,149)
                                                              ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale and maturities of investment
          securities                                             2,069,217         3,000,000
     Proceeds from maturities of mortgage-backed
          securities                                               455,612           909,239
     Purchases of investment securities                           (997,969)       (4,796,726)
     Proceeds from sales of investment securities
          available-for-sale                                                       2,784,584
     Loans originated                                          (23,020,051)      (18,220,598)
     Principal collected on loans                               11,552,611        16,160,660
     Purchases of office properties, equipment and
          leasehold improvements                                  (273,902)          (84,265)
     Proceeds from sales of real estate owned                       99,684            23,425
     Purchase of real estate owned                                (107,562)          (90,677)
     Proceeds from sale of stock in Federal Home
          Loan Bank of Atlanta                                                        27,700
     Purchase of stock in Federal Home Loan
          Bank of Atlanta                                         (157,200)          (13,200)
                                                              ------------      ------------
          NET CASH USED BY INVESTING ACTIVITIES                (10,379,560)         (299,858)
                                                              ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in demand deposits, NOW
          accounts, and savings accounts                         3,608,518        19,972,192
     Proceeds from sales of certificates                        11,153,402         5,728,887
     Payments of maturing certificates of deposits             (19,512,831)      (28,774,177)
     Increase in advance payments by borrowers for
          property taxes and insurance                             635,969           616,997
     Proceeds from issuance of common stock                         36,000            36,292
     Advances from Federal Home Loan Bank of Atlanta            13,550,000         1,750,000
     Dividends paid                                               (108,046)         (116,921)
     Funding of MRP Trust                                          (14,534)
                                                              ------------      ------------
          NET CASH (USED) PROVIDED BY FINANCING
             ACTIVITIES                                          9,348,478          (786,730)
                                                              ------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         (285,992)       (2,774,737)

CASH AND CASH EQUIVALENTS
     BEGINNING OF PERIOD                                         6,032,081        10,062,190
                                                              ------------      ------------
     END OF PERIOD                                            $  5,746,089      $  7,287,453
                                                              ============      ============

</TABLE>

                                       7
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

                                   (Continued)

<TABLE>
<CAPTION>

                                                              Six Months Ended June 30,
                                                                 2000           1999
                                                              ----------     ----------
                                                              (Unaudited)    (Unaudited)
<S>                                                           <C>              <C>
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
     (USED) BY OPERATING ACTIVITIES

Net Income                                                    $  417,698       $  374,580

Adjustments to  reconcile  net income to net
   cash  provided  (used) by operating
   activities:
          Amortization of goodwill                               140,783
          Depreciation                                            77,559           65,640
          Provision for loan losses                              137,000           45,000
          Amortization of investment security
             premiums (discounts)                                (17,722)          11,639
          Stock dividends                                        (20,801)         (15,025)
          Increase in accrued interest receivable               (108,926)         (10,458)
          Increase in deferred taxes                             (54,812)         (54,450)
          Decrease in mortgage servicing rights                    5,670           19,752
          Increase in prepaid expenses                           (42,271)        (123,617)
          (Increase) decrease in other assets                    150,604           (6,643)
          Increase (decrease) in other liabilities                 6,520         (167,645)
          Increase in loans held for sale                                      (1,887,163)
          Distribution from MRP Trust                             53,788           60,241
                                                              ----------      -----------
                                                                 327,392       (2,062,729)
                                                              ----------      -----------

                                                              $  745,090      ($1,688,149)
                                                              ==========      ===========

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
     Cash dividends paid
          Dividends declared                                  $  119,548       $  116,921
          Issuance of common stock under the
              dividend reinvestment plan                         (11,502)
                                                              ----------      -----------

     Dividends paid                                           $  108,046       $  116,921
                                                              ==========       ==========
</TABLE>

                                       8
<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

                                  JUNE 30, 2000
                                  -------------



(1)    BASIS OF PRESENTATION
       ---------------------
        (1)   In  the  opinion  of  the  Company,  the  accompanying   unaudited
              consolidated    condensed   financial   statements   contain   all
              adjustments  (consisting  of only  normal  recurring  adjustments)
              necessary to present fairly its financial  position as of June 30,
              2000 and the results of its  operations  for the three  months and
              six months ended June 30, 2000 and 1999 and cash flows for the six
              months  ended  June  30,  2000  and  1999.  These  statements  are
              condensed and therefore do not include all of the  information and
              footnotes required by generally accepted accounting principles 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-K for
              the year ended  December 31, 1999.  The results of operations  for
              the six months ended June 30, 2000 are not necessarily  indicative
              of the results to be expected for the full 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 597,238 in 2000
              and  596,489 in 1999.  The  weighted  average  number of shares of
              common stock for computation of diluted  earnings per common share
              was 606,472 in 2000 and 606,105 in 1999.



                                       9
<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 consist
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 report
relates to the business of the Banks rather than the business of the Company.

     The company  provides  shareholders  of record of at least 50 shares of the
Company's  common stock with a way to reinvest,  at no cost, all or a portion of
their regular cash dividends and to invest  optional cash  payments,  subject to
minimum and maximum purchase limitations, in additional shares of Company Common
Stock.  A  Registration  Statement and Prospectus on Form S-3 was filed on April
19, 2000 with the Securities  and Exchange  Commission  which  describes in more
detail the terms of the plan.

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,   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.

     On  September  27,  1999,  Cecil  Federal  Savings  Bank,  a  wholly  owned
subsidiary of Cecil Bancorp,  Inc. closed an agreement with Susquehanna  Bank, a
subsidiary of  Susquehanna  Bancshares,  Inc.,  and acquired  Susquehanna's  two
branch  offices  located in Elkton,  Maryland.  This  acquisition  represents  a
continuation of the growth of our


                                       10
<PAGE>

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

existing branch  network,  and is expected to benefit Cecil Federal's net income
in future periods.  We look forward to offering the services of Cecil Federal to
the  customers  of these  branches  and  welcome  them as well as  Susquehanna's
employees to the Cecil Federal  family.  Under the terms of the agreement  Cecil
Federal assumed deposits of  Susquehanna's  two branch offices and certain other
assets.  The deposits of these branch offices totaled $22.2 million at September
27, 1999. The  transaction  resulted in the  acquisition of the 200 North Street
office, which was subsequently closed and the assumption of the lease of the Big
Elk Mall office.

         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 Financial Services also has an agreement with the Winstead Agency
to offer a variety of property and casualty and automobile insurance products to
the customers of Cecil Federal and Columbian.  In addition,  the Winstead Agency
will be  leasing  an  office  in  Columbian's  new  Route  40  office  upon  its
completion.

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

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,


                                       11
<PAGE>


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

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

     Since September 1997, Cecil Financial  Services,  a service  corporation of
Cecil Federal Savings Bank, has offered a full range of brokerage and investment
services in all branches,  through a partnership with UVEST Investment Services.
Mr. Roger L. Owens, CLU, serves as investment representative.  Through UVEST, he
provides  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.

         Cecil Financial Services also has an agreement with the Winstead Agency
to offer a variety of property and casualty and automobile insurance products to
the customers of Cecil Federal and Columbian.  In addition,  the Winstead Agency
will be  leasing  an  office  in  Columbian's  new  Route  40  office  upon  its
completion.

                                       12
<PAGE>

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

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 or 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 also
offers an  adjustable  rate product  which remains fixed for the first ten years
and then converts to a one-year adjustable.  Since 1995, Cecil Federal has, from
time to time,  originated fixed rate mortgages for sale in the secondary market.
Presently, the Banks are not originating loans for sale in the secondary market,
but  are  retaining  them in  portfolio.  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.

FINANCIAL CONDITION
-------------------

Comparison of financial condition at June 30, 2000 and December 31, 1999.

     The Company's total assets at June 30, 2000 increased $9,823,719 or 8.5% to
$124,747,574  from $114,923,855 at December 31, 1999. The increase was primarily
the result of an  increase  in loans  receivable.  Total  liabilities  increased
$9,441,578  or 9.1% to  $113,658,973  at June  30,  2000  from  $104,217,395  at
December  31,  1999.  This  increase  was  primarily  the  result  of  increased
borrowings  from the Federal  Home Loan Bank of Atlanta to offset the decline in
savings  deposits and increased  loan volumes.  Stockholder's  equity  increased
$382,141 or 3.6%.

     Cash  decreased  $1,610,233  or 65.3% to  $856,347  at June 30,  2000  from
$2,466,580 at December 31, 1999.  Interest-bearing  cash increased $1,374,241 or
39.1% to $4,889,742 at June 30, 2000 from  $3,515,501 at December 31, 1999.  The
net decrease in cash was primarily due to a decrease in deposits and increase in
loans receivable.

     Investments held to maturity  decreased  $975,352 or 17.8% to $4,504,405 at
June 30, 2000 from  $5,479,757 at December 31, 1999.  Investments  available for
sale decreased $48,510 or 3.7% to $1,279,689 at June 30, 2000 from $1,328,199 at
December  31,  1999.  Mortgage  backed  securities  held to  maturity  decreased
$129,978 or 12.1% to $941,145 at June 30, 2000 from  $1,071,123  at December 31,
1999. Mortgage backed securities  available for sale decreased $339,049 or 18.3%
to $1,514,744 at June 30, 2000 from $1,853,793 at December 31, 1999. Investments
have been  decreasing as a result of investing  excess cash in loans  receivable
rather than investment securities.

     Loans receivable increased $11,330,441 or 12.3% to $103,429,279 at June 30,
2000 from $92,098,838 at December 31, 1999. The increase in loans receivable was
a result of

                                       13
<PAGE>

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



increased loan originations.

         Total savings deposits  decreased  $4,750,911 or 4.7% to $96,466,633 at
June 30, 2000 from $101,217,544 at December 31, 1999. Decreases are attributable
to conservative pricing of deposit rates. Escrows held for the payments of taxes
and insurances  increased  $635,969 or 81.8% to $1,413,478 at June 30, 2000 from
$777,509 at December  31, 1999.  Increases  are  attributable  to changes in the
calculation of reserves on mortgage escrow  accounts.  Advances from the Federal
Home Loan Bank of Atlanta increased $13,550,000 or 903.3% to $15,050,000 at June
30, 2000 from  $1,500,000  at December 31, 1999.  Increases  were due to general
funding needs.

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

Three  Months  Ended June 30, 2000 Net income for the three month  period  ended
----------------------------------
June 30, 2000  increased  $22,900 or 11.7% to $219,081 as compared to net income
for the same period in 1999 of $196,181. The annualized return on average assets
and annualized return on average equity were 0.71% and 7.97%  respectively,  for
the  three-month  period ended June 30,  2000.  This  compares to an  annualized
return on average  assets and  annualized  return on average equity of 0.74% and
7.28% respectively, for the same period in 1999.

Net interest  income,  the Bank's primary source of income,  increased 19.8%, or
$183,526 for the three months ended June 30, 2000, over the same period in 1999.
The weighted  average yield on interest  earning assets increased from 7.89% for
the three  months  ended June 30, 1999 to 7.95% for the three  months ended June
30,  2000.  The  weighted  average  rate paid on  interest  bearing  liabilities
decreased  from 4.26% for the three  months ended June 30, 1999 to 4.21% for the
three months ended June 30, 2000.

Interest on loans receivable increased by $447,547 or 27.2%, from $1,644,863 for
the three  months ended June 30, 1999 to  $2,092,410  for the three months ended
June 30,  2000.  The  increase  is  attributable  to an  increase in the average
balance  outstanding.  The weighted  average yield  increased from 8.14% for the
three  months  ended June 30, 1999 to 8.17% for the three  months ended June 30,
2000.

Interest on mortgage backed  securities  increased $6,223 or 18.6%, from $33,413
for the three  months  ended June 30, 1999 to $39,636 for the three months ended
June 30,  2000.  The  increase  is  attributable  to an  increase in the average
balance  outstanding.  Interest on investment  securities decreased $235 or 0.2%
from  $95,807 for the three  months ended June 30, 1999 to $95,572 for the three
months ended June 30, 2000. The average outstanding balance decreased $2,262,714
for the three  months  ended June 30, 2000 over the three  months ended June 30,
1999. The weighted average yield increased from 5.05% for the three months ended
June 30, 1999 to 5.70% for the three months ended June 30, 2000.

Interest on other  interest  earning  assets  decreased  $17,191,  or 20.3% from
$84,735 for the three months ended June 30, 1999 to $67,544 for the three months
ended June 30, 2000. The average  outstanding  balance increased  $1,749,677 for
the three  months ended June 30, 2000 over the three months ended June 30, 1999.
The weighted  average yield decreased from 8.62% for the three months ended June
30, 1999 to 6.28% for the three


                                       14
<PAGE>


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

months ended June 30, 2000. The average outstanding balance increased, which was
offset by a decrease in the average yield.

Interest on savings deposits  increased  $135,227 or 15.0% from $900,874 for the
three months ended June 30, 1999 to  $1,036,101  for the three months ended June
30, 2000. The average balance outstanding  increased  $12,693,078 for the period
noted above. The weighted average rate paid on deposits increased from 4.21% for
the three  months  ended June 30, 1999 to 4.22% for the three  months ended June
30, 2000. Interest expense paid on borrowings increased $117,591, or 384.1% from
$30,612  for the three  months  ended June 30,  1999 to  $148,203  for the three
months  ended  June  30,  2000.  The  average  balance   outstanding   increased
$10,691,684  for the period noted above.  The weighted  average yield  decreased
from 5.07% for the three  months  ended  June 30,  1999 from 4.52% for the three
months ended June 30, 2000.

Noninterest  income increased 101.3%, up $87,335 for the three months ended June
30, 1999, over the same period in 1999. Loan servicing fees increased  82.6%, up
$8,869 for the three  months  ended June 30,  2000 over the same period in 1999.
Checking account fees increased $24,682,  or 51.8% 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.  Commission  income  increased $9,195 or 24.8%
from  $37,069 for the three  months ended June 30, 1999 to $46,264 for the three
months ended June 30, 2000. The increase is attributable  to increased  security
and insurance  products  sales  through the Bank's  service  corporation,  Cecil
Financial  Services.  Other  income  increased  $17,475 or 841.4% for the period
noted.

Noninterest expense increased 23.7%, up $163,035 for the three months ended June
30, 2000,  over the same period in 1999.  Compensation  and  benefits  increased
15.9% for the three months ended June 30, 2000 over the same period in 1999. The
increase can be attributed to the hiring of six  additional  employees  from the
Susquehanna Bancshares branch acquisitions,  annual salary increases and medical
premium increases.  Occupancy expense increased $10,364, or 30.6% to $44,274 for
the three  months  ended June 30, 2000 from  $33,910 for the three  months ended
June 30,  1999.  The  increase  is  associated  with the lease  expense  for the
additional Big Elk Mall branch location  acquired from  Susquehanna  Bancshares.
Equipment  and data  processing  expenses  increased  35.3% for the three months
ended June 30, 2000 over the same period in 1999 as the result of the  Company's
acquisition of the two Susquehanna Bancshares branches. The SAIF deposit premium
decreased $6,629 or 31.0% for the three months ended June 30, 2000 over the same
period in 1999.  Non-interest  expense was also increased by the amortization of
goodwill associated with the purchase of the two Susquehanna Bancshares branches
in the  amount of  $70,392.  Other  expenses  remained  stable  between  the two
periods.

Income tax expense for the  three-month  period ended June 30, 2000 and 1999 was
$132,517 and $106,591,  respectively,  which equates to effective rates of 37.7%
and 35.2% respectively.

Six Months  Ended June 30, 2000 Net income for the  six-month  period ended June
-------------------------------
30,  2000  increased  $43,118 or 11.5% to  $417,698,  compared  to net income of
$374,580 for the same period in 1999.  The  annualized  return on average assets
and annualized return on average equity were 0.69% and 7.65%  respectively,  for
the six-month period ended June 30, 2000. This compares to an annualized  return
on average  assets and  annualized  return on average  equity of 0.74% and 7.28%
respectively, for the same period in 1999.


                                       15
<PAGE>

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

Net interest  income,  the Bank's primary source of income,  increased  21.6% up
$392,341 for the six months  ended June 30, 2000,  over the same period in 1999.
The weighted  average yield on interest  earning assets decreased from 7.89% for
the six months  ended June 30,  1999 to 7.87% for the six months  ended June 30,
2000. The weighted average rate paid on interest bearing  liabilities  decreased
from  4.26% for the six months  ended June 30,  1999 to 4.14% for the six months
ended June 30, 2000.

Interest on loans receivable increased by $784,460 or 23.9%, from $3,278,199 for
the six months ended June 30, 1999 to  $4,062,659  for the six months ended June
30, 2000. The average balance outstanding  increased  $19,622,290.  The weighted
average  yield  decreased  from 8.18% for the six months  ended June 30, 1999 to
8.14% for the six months ended June 30, 2000.

Interest on mortgage backed  securities  increased  $4,591 or 5.8%, from $79,702
for the six months  ended June 30, 1999 to $84,293 for the six months ended June
30, 2000. The average  outstanding balance increased $407,341 for the six months
ended June 30, 2000 from the same period ended 1999,  with the weighted  average
yield  decreasing from 7.04% for the six months ended June 30, 1999 to 6.31% for
the six months ended June 30, 2000. Interest on investment  securities decreased
$4,159 or 2.1% from  $195,307 for the six months ended June 30, 1999 to $191,148
for the six  months  ended  June  30,  2000.  The  average  outstanding  balance
decreased  $2,239,560 for the six months ended June 30, 2000 over the six months
ended June 30, 1999. The weighted average yield increased from 5.11% for the six
months ended June 30, 1999 to 5.66% for the six months ended June 30, 2000.

Interest on other interest  earning assets  decreased  $39,423,  or 23.4%,  from
$168,599  for the six months ended June 30, 1999 to $129,176 for the same period
in 1999.  The weighted  average  yield  decreased  from 7.96% for the six months
ended June 30, 1999 to 6.31% for the six months ended June 30, 2000. The average
outstanding  balance  increased  $1,323,341  from  $4,237,836 for the six months
ended June 30, 1999 to $5,561,177 for the six months ended June 30, 2000.

Interest on savings deposits  increased  $217,853,  or 11.8% from $1,834,195 for
the six months ended June 30, 1999 to  $2,061,048  for the six months ended June
30, 2000. The average balance outstanding  increased  $12,813,504 for the period
noted above. The weighted average rate paid on deposits decreased from 4.27% for
the six months  ended June 30,  1999 to 4.16% for the six months  ended June 30,
2000.  Interest expense paid on borrowings  increased  $135,275,  or 220.9% from
$61,235 for the six months  ended June 30,  1999 to $196,510  for the six months
ended June 30, 2000.  Increases  are  attributable  to decreases in the weighted
average cost of funds from 5.55% for the six months ended June 30, 1999 to 4.30%
for the six months ended June 30, 2000,  which were offset by an increase in the
average  balance  outstanding  from $2,208,333 for the six months ended June 30,
1999 to $9,140,824 for the six months ended June 30, 2000.

Noninterest  income  increased  $144,184 or 88.4% to $307,228 for the six months
ended June 30, 2000 from  $163,044 for the same period in 1999.  Loan  servicing
fees increased 55.7%, up $13,712 for the six months ended June 30, 2000 over the
same  period  in 1999.  Checking  account  fees  increased  $45,408,  or  53.4%.
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.  Commission
income increased  $19,584,  or 38.4% for the six months ended June 30, 2000 over
the same period in 1999. The increase was the result of increased


                                       16
<PAGE>



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

sales of insurance and investments  products.  Other income increased $38,137 or
3448.2% for the period noted.

Noninterest  expense increased $365,562 or 27.3% to $1,706,097 for the six-month
period  ended June 30, 2000 from  $1,340,535  for the six months  ended June 30,
1999.  Compensation and benefits  increased 22.3% or $156,071 for the six months
ended June 30, 2000 over the same period in 1999. The increase can be attributed
to the hiring of six additional employees from the Susquehanna Bancshares branch
acquisitions,  annual salary increases and medical premium increases.  Occupancy
expense increased $18,930, or 27.4% to $87,992 for the six months ended June 30,
2000 from  $69,062  for the six months  ended June 30,  1999.  The  increase  is
associated  with the  lease  expense  for the  additional  Big Elk  Mall  branch
location  acquired from  Susquehanna  Bancshares.  Equipment and data processing
expenses  increased  34.7% for the six months  ended June 30, 2000 over the same
period in 1999 as the result of the Company's acquisition of the two Susquehanna
Bancshares branches.  The SAIF deposit premium decreased 12,917 or 30.2% for the
six  months  ended  June 30,  2000 over the same  period  in 1999.  Non-interest
expense was also increased by the  amortization of goodwill  associated with the
purchase of the two Susquehanna  Bancshares  branches in the amount of $140,783.
Other expenses remained stable between the two periods.

Income tax expense  for the  six-month  period  ended June 30, 2000 and 1999 was
$256,151  and  $220,306  which  equates  to  effective  rates of 38.0% and 37.0%
respectively.




                                       17
<PAGE>

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



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

Management  reviews  and  identifies  all loans  and  investments  that  require
designation as nonperforming  assets.  These assets include: (i) loans accounted
for on a  nonaccrual  basis,  consisting  of all loans 90 or more days past due;
(ii) troubled  debt  restructuring;  and (iii) assets  acquired in settlement of
loans.  The  following  table sets forth  certain  information  with  respect to
nonperforming assets at June 30, 2000:
<TABLE>
<CAPTION>

                                                 2000                 1999
                                              -----------         --------
Nonperforming loans:

<S>                                          <C>                  <C>
Residential mortgage                         $  836,228           $  821,136
Consumer and other                              264,041              128,147


Assets acquired in settlement of loans:
Real estate held for development and sale
Real estate held for investment and sale
Repossessed assets                              379,056              254,994
                                            -----------           ----------
Total Nonperforming Assets                   $1,479,325           $1,204,277
                                            ===========           ==========
</TABLE>


Residential  mortgages  classified  consisted of 14 loans with balances  ranging
from $5,000 to $148,000.  Classified  consumer loans  consisted of 19 loans with
balances ranging from $1,000 to $31,000 as of June 30, 2000.

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>



                      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 the  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, 2000:

CECIL FEDERAL SAVINGS BANK
<TABLE>
<CAPTION>

                                  Tangible           Core          Risk Based
-----------------------------------------------------------------------------
<S>                                <C>              <C>              <C>
Available capital                  $6,259           $6,259           $6,502
Required capital                    1,390            3,708            5,316
                                   ------           ------           ------
Excess                             $4,869           $2,551           $1,186
                                   ======           ======           ======


Available capital                   6.75%            6.75%             9.79%
Required capital                    1.50%            4.00%             8.00%
                                  -------          -------          --------
Excess                              5.25%            2.75%             1.79%
                                  =======          =======           =======

<CAPTION>
COLUMBIAN BANK, F.S.B.


                                  Tangible           Core          Risk Based
-----------------------------------------------------------------------------
<S>                                <C>              <C>              <C>
Available capital                  $2,191           $2,191           $2,327
Required capital                      433            1,181            1,299
                                   ------           ------           ------
Excess                             $1,748           $1,010           $1,028
                                   ======           ======           ======


Available capital                   7.42%            7.42%            14.33%
Required capital                    1.50%            4.00%             8.00%
                                  -------           ------           -------
Excess                              5.92%            3.42%             6.33%
                                  =======           ======           =======
</TABLE>


                                       19
<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  institutions,  thus  introducing  the concept of risk  adjusted
premiums.  This act has the  effect  of  requiring  weaker  banks to pay  higher
insurance  premiums while  allowing  healthier , well  capitalized  banks to pay
lower premiums.  The following table summarizes the five capital  categories and
the minimum capital requirements for each of the three capital requirements:

<TABLE>
<CAPTION>

                                  Tangible           Core          Risk-Based
-----------------------------------------------------------------------------
<S>                                 <C>              <C>             <C>
Well capitalized                    5+%              6+%             10+%
Adequately capitalized            4%-4.99%         4%-5.99%        8%-9.99%
Undercapitalized                  3%-3.99%         3%-3.99%        6%-7.99%
Significantly undercapitalized    2%-2.99%         2%-2.99%        0%-5.99%
Critically undercapitalized       0%-1.99%           -               -
-----------------------------------------------------------------------------
</TABLE>

On June 30, 2000, 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:                                               PAGE
                                                                          ----

         Item 1.  Legal Proceedings -
                               Not Applicable

         Item 2.  Changes in Securities -
                               Not Applicable

         Item 3.  Defaults Upon Senior Securities -
                               Not Applicable

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

         Item 5.  Other Information -
                               Not Applicable

         Item 6.  Exhibits and Reports on Form 8-K -
                               No  reports  on Form 8-K were  filed  during  the
                               three months ended June 30, 2000




                                       21
<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 7, 2000                 By: /s/  Mary Beyer Halsey
     ------------------------------           ------------------------
                                              Mary Beyer Halsey
                                              President
                                              Chief Executive Officer


                                       22