FORM 10-KSB/A
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the year ended December 31, 2004

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the transition period from         to

                        Commission File Number 333-100460


                                CN Bancorp, Inc.
                 (Name of small business issuer in its charter)

             Maryland                                  52-1954386
             --------                                  ----------
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                  Identification No.)

                    7401 Ritchie Highway
                    Glen Burnie, Maryland                 21061
             ---------------------------------           ------
        (Address of principal executive offices)        (Zip Code)

                     Issuer's telephone number: 410-760-7000

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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 90 days. Yes X No __

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A. [x]

Issuer's revenues for its fiscal year ended December 31, 2004 were $6,664,480.

The aggregate market value of the common stock held by non-affiliates of the
registrant, i.e., persons other than directors and executive officers of the
registrant, is $14,045,130 as of February 28, 2005 based on a stock price of
$13.70 per share, the last reported trade price of the common stock as of
February 28, 2005.

The Registrant had 1,396,157 shares of Common Stock outstanding as of February
28, 2005.

     Transitional Small Business Disclosure Format.       YES: ( )   NO:  (X)



                                       1
<PAGE>


This 10-KSB/A is filed to include the audited financial statements of the
Company for the year ended December 31, 2004. As a result of unintentional
miscommunications between the Company and its independent registered public
accounting firm, the Company's Annual Report on Form 10-KSB was inadvertently
filed on EDGAR on March 15, 2005, before the independent registered public
accounting firm had competed its audit procedures and issued its final report
with respect to the financial statements for the year ended December 31, 2004
and consent with respect to the incorporation by reference of that report into
previously filed registration statements. No material change has been made in
this Form 10-KSB/A from the version filed on March 15, 2005. Completion of the
independent registered public accounting firm's audit procedures did not result
in any change to the audited financial statements of the Company.

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2004, ARE INCORPORATED BY REFERENCE INTO PART II OF THIS FORM 10-KSB/A.

                           FORWARD-LOOKING STATEMENTS


         The Company makes forward-looking statements in filings with the
Securities and Exchange Commission (including this Annual Report on Form
10-KSB/A and exhibits thereto) that are subject to risks and uncertainties.
These forward-looking statements include: statements of goals, intentions, and
expectations; estimates of risks and of future costs and benefits; assessments
of probable loan losses, market risk, and off-balance sheet arrangements; and
statements of the ability to achieve financial and other goals. These
forward-looking statements are subject to significant uncertainties because they
are based upon or are affected by: management's estimates and projections of
future interest rates and other economic conditions; future laws and
regulations; and a variety of other matters which, by their nature, are subject
to significant uncertainties. Because of these uncertainties, the Company's
actual future results may differ materially from those indicated. In addition,
the Company's past results of operations do not necessarily indicate its future
results.


                                     PART I

Item 1. Description of Business

         General
         -------

         CN Bancorp, Inc. was incorporated under the laws of the State of
Maryland on January 22, 1996, primarily to own all of the outstanding shares of
capital stock of a proposed national bank to be named County National Bank.

         The organizers of CN Bancorp, Inc. and County National Bank, most of
whom are still directors and/or officers today, formed CN Bancorp, Inc. and
County National Bank to fill what they believed was a need for a new community
bank in Anne Arundel County, Maryland dedicated to providing excellent customer
service and high quality banking products to the local community

         To raise the capital necessary to organize County National Bank, CN
Bancorp, Inc. conducted a private placement offering of its common stock. The
private placement closed in December 1996, with CN Bancorp, Inc. selling all
860,000 shares that were offered, and raised gross offering proceeds of
$8,600,000. County National Bank opened for business on December 19, 1996 from
its Pasadena, Maryland location.

         County National Bank serves individuals and small to medium sized
businesses in Anne Arundel County, Maryland, with a specific focus in central
and northern Anne Arundel County. County National Bank offers a wide range of
deposit accounts and commercial and consumer loans, tax deferred accounts, safe
deposit boxes, and other services to its customers. County National Bank also
offers, starting in 2004, brokerage and insurance services to its customers
through an affiliation with a broker/dealer. Telephone and online banking is
available 24 hours a day.




                                       2
<PAGE>




     County National Bank's mission statement is to:

     o    Provide the highest quality products and personalized services to meet
          the financial needs of our community and customers; and

     o    Provide sound  management to maximize our leadership  position,  never
          losing sight of the well being of our  neighbors,  friends,  employees
          and stockholders.

         In August 2001, the Federal Reserve Board approved CN Bancorp, Inc.'s
election as a financial holding company. This means that, subject to Federal
Reserve Board regulations, CN Bancorp, Inc. may engage in certain non-banking
activities that are "financial in nature." For example, financial holding
companies may engage in or provide insurance underwriting and agency services,
investment advisory services and merchant banking and underwriting services, and
may deal or make a market in securities. We will consider business opportunities
outside of commercial banking if a favorable opportunity is presented.

Bank Location and Market Area
-----------------------------

         County National Bank serves its customers from branches located in the
Glen Burnie, Pasadena, Odenton and Millersville (new in 2004) areas of Anne
Arundel County, Maryland and an additional ATM in Glen Burnie.

         Central and northern Anne Arundel County continues to grow both in
commerce and population. BWI Airport, located in northern Anne Arundel County,
is a fast growing airport and among the thirty busiest in North America.
Businesses have expanded and new business enterprises are opening to take
advantage of needed aviation related ancillary and support services. The local
economy is dominated by small to mid-size enterprises but also enjoys larger
employers such as Northrup Gruman. The county's economy is associated with
industry and commerce. There are over 5,000 business establishments in the
central and northern Anne Arundel County market areas. Industries include high
technology, communication, distribution and computer support services.
Environmental related technology, regional data centers and the sciences are a
growing segment of the commerce. The housing market remains steady with strong
demand in new housing as well as in the resale of homes in established
neighborhoods.

Loan Portfolio
--------------

         County National Bank offers a broad range of loans, including
commercial loans, real estate loans, consumer loans and residential mortgage and
home equity loans. Commercial business and commercial real estate loans for
owner-occupied properties are County National Bank's primary loan products.

         The goal of County National Bank's lending program is to meet the
credit needs of our client base while using sound credit principles to protect
the quality of our assets. Our business and credit strategy are relationship
driven, and County National Bank strives to provide a reliable source of credit,
a variety of credit alternatives and personalized advice.

         At December 31, 2004 County National Bank had a legal lending limit of
approximately $1.7 million to any one borrower, which constitutes approximately
15% of County National Bank's unimpaired capital and surplus. We participate
with other lenders and CN Bancorp, Inc. in loans that exceed County National
Bank's lending limits. We do not believe that loan participations purchased by
County National Bank necessarily pose any greater risk of loss than loans that
County National Bank originates.

         The following is a description of the types of loans in our loan
portfolio and the anticipated risks associated with each type of loan:

     o    Commercial  loans for business  purposes  including  working  capital,
          equipment purchases, lines of credit, letters of credit and government
          contract financing.

                  Unlike residential mortgage loans, which generally are made on
         the basis of the borrower's ability to repay using his or her
         employment and other income and which are secured by real property
         which can be valued easily, commercial business loans are riskier and
         typically are made on the basis of the borrower's ability to make
         repayment from the cash flow of the borrower's business. As a result,
         the availability of funds for the repayment of commercial business
         loans depends substantially on the success




                                       3
<PAGE>

         of the business itself. Further, the collateral securing the loans may
         depreciate over time, may be difficult to appraise and may fluctuate in
         value based on the success of the business.

     o    Real estate loans,  including land development and  construction  loan
          financing, primarily for owner-occupied premises.

                  Commercial real estate loans usually are larger and present
         more risk than do residential mortgage loans. Because payments on loans
         secured by commercial real estate depend on the successful operation or
         management of the properties that secure the loans, repayment can be
         affected significantly by downturns in the real estate market or in the
         economy.

                  Construction loans generally involve a higher degree of credit
         risk than residential mortgage loans. Risk of loss on a construction
         loan depends largely upon the accuracy of the initial estimate of the
         property's value at completion of construction or development compared
         with the estimated cost of construction and, in the case of
         owner-occupied premises, the success of the owner's business. If the
         estimate of value proves to be inaccurate, the value of the project
         when completed could be insufficient to ensure full repayment of the
         loan.

     o    Consumer  loans  including  automobile and personal  loans,  including
          personal lines of credit.

                  Consumer loans may present greater credit risk than
         residential mortgage loans because many consumer loans are unsecured or
         are secured by rapidly depreciating assets such as automobiles.
         Repossessed collateral for a defaulted consumer loan may not provide an
         adequate source of repayment of the outstanding loan balance because of
         the greater likelihood of damage, loss or depreciation. Consumer loan
         collections depend on the borrower's continuing financial stability. If
         a borrower suffers personal financial difficulties, the loan may not be
         repaid. Also, various federal and state laws, including bankruptcy and
         insolvency laws, may limit the amount we can recover on such loans.

     o    Residential mortgage loans, including first and second mortgage loans
          and home equity loans secured by single-family owner-occupied
          residences.

                  We require private mortgage insurance for loans in excess of
         90% of a property's value but we generally do not make loans with
         loan-to-value ratios in excess of 80%. Generally, our residential
         mortgage loans are "ARM" loans and we do not make 30-year fixed rate
         mortgage loans. We retain and service our residential mortgage loans.

         Loans secured by real estate comprise the majority of the loan
         portfolio. The majority of the borrowers reside, work and/or conduct
         business in CN Bancorp, Inc.'s primary market area of Anne Arundel
         County, Maryland.

         The table below presents loans by major categories as of the dates
indicated.

<TABLE>
<CAPTION>

<S>                                                         <C>             <C>           <C>           <C>

                                                                      LOANS AS OF:
                                                                       December 31,
                                                        2004             %            2003            %
                                                 -------------------  ---------  ---------------   --------
        (In thousands)
        Real estate -construction                           $ 5,998         7%            3,088         4%
        Residential real estate                              21,646        27%           20,999        30%
        Commercial real estate                               28,987        37%           23,625        33%
        Commercial-other                                     18,923        24%           18,954        27%
        Installment and other                                 4,101         5%            4,197         6%
                                                 -------------------  ---------  ---------------   --------
                                                             79,655       100%           70,863       100%
                                                                      =========                    ========

        Unearned loan fees and costs, net                        40                          16
        Allowance for loan and lease losses                    (800)                       (720)
                                                 -------------------             ---------------
                                                            $78,895                      70,159
                                                 ===================             ===============

</TABLE>



                                       4
<PAGE>

<TABLE>
<CAPTION>

<S>                                                 <C>                  <C>                   <C>             <C>

         The table below sets forth the maturity distributions of the loan
receivable portfolio as of December 31, 2004.

                                                                LOAN MATURITIES AS OF DECEMBER 31, 2004

                                                 1 year                                After
                                                Or less           1-5 years            5 years            Total
                                             ---------------   ----------------    ---------------    ---------------
        (In thousands)
        Maturity of Loans Receivable:
        Real estate - construction                  $ 4,577              1,350                 71              5,998
        Residential real estate                       1,564              5,196             14,886             21,646
        Commercial real estate                        2,360              6,241             20,386             28,987
        Commercial - other                            4,668              6,738              7,517             18,923
        Installment and other                         1,152              1,389              1,560              4,101
                                             ---------------   ----------------    ---------------    ---------------
           Total loans receivable                   $14,321             20,914             44,420             79,655
                                             ===============   ================    ===============    ===============

        (In thousands)
        Fixed interest rates                                           $ 7,380              2,514              9,894
        Floating and adjustable interest
        rates                                                           13,534             41,906             55,440
                                                               ----------------    ---------------    ---------------
           Total loans receivable                                      $20,914             44,420             65,334
                                                               ================    ===============    ===============

</TABLE>


        The real estate construction maturities include the permanent loan
period, if applicable.

         Loan and Asset Quality
         ----------------------

         County National Bank has written loan policies that require that
certain underwriting, documentation and credit analysis standards be met for
approval and funding of loans. Management and third party reviewers periodically
review adherence to the policies. Exceptions to the policies, when made, are
documented, justified and approved by management and/or the Board of Directors.
Lending authority (secured and unsecured) is assigned to individual officers,
the loan committee, the executive committee and the full board of directors of
County National Bank under the loan policies.

         Delinquent loans, and the level thereof, are reviewed monthly and
presented to the board of directors of County National Bank. A listing of loans
classified less than "pass" according to the loan policy is presented to the
audit/compliance committee of the board of directors at least quarterly.
Generally, loans that have payments ninety days or more past due are placed on
non-accrual status unless there is a reasonable expectation of the timely
collection of all amounts past due. Payments on non-accrual loans are allocated
to principal and interest according to the original loan terms unless collection
of all amounts due under the loan agreement is in doubt, in which case
collections are applied to principal loan balances.

         CN Bancorp, Inc. had no foreclosed real estate owned or other assets
acquired through foreclosure, deeds in lieu of foreclosure or repossession at
December 31, 2004 or December 31, 2003.

         At December 31, 2004 CN Bancorp has two loans on non-accrual status
which are in process of collection with carrying values totaling $51,027: (1) an
impaired secured commercial loan in the amount of $1,000; and (2) a secured
residential real estate loan in the amount of $50,027. The amount of the
specific allowance for loan loss for these loans is $6,000 at December 31, 2004.
Unrecognized interest on the loans at December 31, 2004 is approximately $4,000.
CN Bancorp is not committed to lend funds to debtors whose loans are on
non-accrual status or are considered impaired.

         At December 31, 2003 CN Bancorp had five loans on non-accrual status
with carrying values totaling $110,931. The amount of the specific allowance for
loan loss on these loans was $16,000 at December 31, 2003. Unrecognized interest
on the loans at December 31, 2003 was $5,981.



                                       5
<PAGE>


Securities Portfolio
--------------------

         CN Bancorp, Inc.'s portfolio is composed primarily of interest-earning
bills, notes and bonds and mortgage-backed securities issued by the United
States government and its direct and sponsored agencies. The portfolio provides
a source of liquidity, collateral for repurchase agreements and public funds as
well as being a means of diversifying CN Bancorp, Inc.'s earning asset
portfolio. While CN Bancorp, Inc. generally intends to hold its investment
portfolio assets until maturity, a significant portion of the portfolio is
classified as available for sale. Securities so classified are accounted for at
fair value with the unrealized appreciation and depreciation reported as a
separate component of stockholders' equity, net of income tax effects.
Securities classified in the held to maturity category are accounted for at
amortized cost. CN Bancorp, Inc. invests in securities for the yield they
produce and not to profit from trading the securities. There are no trading
securities in the portfolio.

         The table below presents the composition and carrying amounts of
securities in the portfolio as of December 31, 2004 and December 31, 2003.

                                     SECURITIES

                                           December 31,        December 31,
                                               2004                2003
                                         ------------------  ------------------
       (In thousands)
       Available for sale securities:
          Mortgage-backed securities
                                                   $ 4,690               2,514
          U.S Government agencies                   21,524              14,992
                                         ------------------  ------------------
                                                    26,214              17,506
                                         ------------------  ------------------
       Held to maturity securities:
          Mortgage-backed securities                 5,343               2,688
          U.S Government agencies
                                                     5,016               5,521
                                         ------------------  ------------------

                                                    10,359               8,209
                                         ------------------  ------------------
       Equity securities                               738                 642
                                         ------------------  ------------------
         Total securities                          $37,311              26,357
                                         ==================  ==================


         The tables below show the maturities and average weighted yields for
the securities portfolio at December 31, 2004. The majority of the
mortgage-backed securities have final maturity dates of less than seven years.

<TABLE>
<CAPTION>

<S>                                        <C>        <C>         <C>        <C>

                             MATURITIES and WEIGHTED AVERAGE YIELDS on SECURITIES
                                       As of December 31, 2004

                                                               After one but within
                                        Within one year             five years             Unspecified
                                        Amount      Yield         Amount     Yield        Amount     Yield
                                     -----------------------   ----------------------  ---------------------
    (In thousands)
    Amortized cost basis:
       U.S. Government agencies            $4,009     2.36%       22,683     3.13%             --

       Mortgage-backed securities              --                     --                   10,103    3.53%
       Equity securities                       --                     --                      738    3.70%
                                     -----------------------   ----------------------  ---------------------
           Total securities                $4,009     2.36%       22,683     3.13%         10,841    3.53%
                                     =======================   ======================  =====================

    Carrying Value:
       U.S. Government agencies            $3,997                 22,547                       --
       Mortgage-backed securities              --                     --                    9,968
       Equity securities                       --                     --                      738
                                     -------------             -------------           -------------
           Total securities                $3,997                 22,547                   10,706
                                     =============             =============           =============

</TABLE>



                                       6
<PAGE>

Deposits
--------

         County National Bank offers a wide range of interest bearing and
non-interest bearing deposit accounts, including commercial and retail checking
accounts, money market accounts, tax deferred accounts, interest bearing
statement savings accounts and certificates of deposit with fixed and variable
rates and a range of maturity date options. We pay competitive interest rates on
time and savings deposits.

         The average balances and average rates paid on deposits during the
years ended December 31, 2004 and 2003 are shown in the tables below. All
deposits are domestic deposits.

                       AVERAGE DEPOSITS BY MAJOR CLASSIFICATION

                            December 31, 2004          December 31, 2003
                         ------------------------    -----------------------
                              Average    Average          Average    Average
                              Balance     Rate            Balance     Rate
                         -------------  ---------    -------------  ---------
(In thousands)
Interest bearing:
  Demand deposits            $ 13,325      0.46%           12,197     0.49%
  Savings accounts             33,290      1.00%           24,273     0.91%
  Time deposits                34,705      2.40%           32,786     2.89%

Non-interest bearing:
  Demand deposits              31,833                      26,166
                         ------------------------    -----------------------
     Total                   $113,153      1.10%           95,422     1.29%
                         ========================    =======================

         The table below shows the maturities and amounts of time certificates
(there are no other time deposits) issued in denomination of $100,000 or more at
December 31, 2004 and 2003.

                                                        DEPOSIT MATURITIES
                                                           December 31,
                                                    2004               2003
                                                 ------------       -----------
    (In thousands)
    Three months or less                             $ 4,613             3,873
    Over three but within six months
                                                       2,456             3,436
    Over six but within twelve months                    543             1,629
    Over twelve months
                                                       6,798             3,749
                                                 ------------       -----------
       Total                                         $14,410            12,687
                                                 ============       ===========

Other Borrowed Funds
--------------------

         CN Bancorp, Inc. enters into sales of securities under agreements to
repurchase the same securities with customers, which mature from one day to
thirty days from the transaction date. These transactions are accounted for as
borrowings and are secured by notes and bonds in the investment portfolio.

         The table below sets forth information regarding borrowing from
repurchase agreements during the years ended December 31, 2004 and 2003.

                                            December 31,         December 31,
                                                2004                 2003
                                            ----------------  ------------------

(In thousands)
Total outstanding at period-end                $ 523                  1,453
Average interest rate at period-end             0.75%                 0.75%
Average balance during the period              $2,161                 2,696
Average interest rate during the period         0.75%                 0.75%
Maximum balance during the period              $3,160                 3,711



                                       7
<PAGE>


         CN Bancorp, Inc. had no long-term debt during 2004 or 2003.

Other Banking and Financial Services
-------------------------------------

         We offer commercial customers cash management services such as sweep
accounts, account reconciliation and wire transfers of funds. Additionally, we
make available telephone banking, ATM/debit cards, safe deposit boxes,
after-hours deposit services, travelers' checks, direct deposit of payroll and
ACH origination for automated transactions for various accounts.

         In addition, we offer our customers the ability to access information
about their accounts and view information about County National Bank's services
and products on County National Bank's website, www.countynational.com. Online
banking permits customers to pay bills, transfers of funds among accounts,
download information to financial software packages, and send e-mail to County
National Bank personnel.

         Securities brokerage and insurance products are offered to customers
through an affiliation with a broker/dealer being in mid-2004.

         County National Bank will consider offering additional banking products
and services as warranted by customer demand. We believe that our data
processing capability, provided through a third party vendor, will be adequate
to support the introduction of new products and services.

Competition
-----------

         Deregulation of financial institutions and acquisitions of banks across
state lines has resulted in widespread changes in the financial services
industry. In our market areas in Anne Arundel County, Maryland, we face strong
competition from large banks headquartered within and outside of Maryland. In
addition, we compete with other community banks, savings and loan associations,
credit unions, mortgage companies, finance companies and others providing
financial services. Many of our competitors can finance extensive advertising
campaigns, maintain extensive branch networks and technology investments, and
offer services that we cannot or will not offer. Also, larger institutions have
substantially higher lending limits than that of County National Bank. Some of
our competitors have other advantages, such as tax exemption in the case of
credit unions, and lesser regulation in the case of mortgage companies and
finance companies.

Employees
---------

         County National Bank had 42 full time employees and 7 part time
employees as of December 31, 2004.

Supervision and Regulation
--------------------------

         Both CN Bancorp, Inc. and County National Bank are subject to extensive
state and federal banking regulations that impose restrictions on and provide
for general regulatory oversight of our operations. These laws are generally
intended to protect depositors and not stockholders. The following references to
the laws and regulations under which CN Bancorp, Inc. and County National Bank
are regulated are brief summaries, and are qualified in their entirety by
reference to such laws and regulations. We cannot predict the nature or the
extent of the effect on our business and earnings that new federal or state
legislation may have in the future.

         Federal Bank Holding Company Regulation
         ---------------------------------------

         CN Bancorp, Inc. is a bank holding company under the Bank Holding
Company Act of 1956, as amended. As such, CN Bancorp, Inc. is subject to
regulation and examination by the Federal Reserve Board, and is required to file
periodic reports and any additional information that the Federal Reserve Board
may require. The Bank Holding Company Act generally prohibits a bank holding
company from engaging in activities other than banking, managing or controlling
banks or other permissible subsidiaries and acquiring or retaining direct or
indirect control of any company engaged in any activities closely related to
banking or managing or controlling banks.

         On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act ("GLBA"). Effective March 11, 2000, pursuant to authority
granted under the GLBA, a bank holding company may elect to become a financial
holding company and thereby engage in a broader range of financial and other
activities than are permissible for traditional bank holding companies. In order
to qualify for the election, all of the depository


                                       8
<PAGE>


institution subsidiaries of the bank holding company must be well capitalized
and well managed, as defined by regulation, and all of its depository
institution subsidiaries must have achieved a rating of satisfactory or better
with respect to meeting community credit needs.

         Pursuant to the GLBA, financial holding companies are permitted to
engage in activities that are "financial in nature" or incidental or
complementary thereto and not a substantial risk to the safety and soundness of
the depository institution or the financial system in general, as determined by
the Federal Reserve Board. The GLBA identifies several activities as "financial
in nature," including, among others, insurance underwriting and agency,
investment advisory services, merchant banking and underwriting, and dealing or
making a market in securities. Being designated a financial holding company will
allow insurance companies, securities brokers and other types of financial
companies to affiliate with and/or acquire depository institutions. CN Bancorp,
Inc. became a financial holding company in 2001.

         The status of CN Bancorp, Inc. as a registered bank holding company
under the Bank Holding Company Act and a financial holding company under the
GLBA does not exempt it from certain federal and state laws and regulations
applicable to corporations generally, including, without limitation, certain
provisions of the federal securities laws.

         The Federal Reserve Board must approve, among other things, the
acquisition by a proposed bank holding company of control of more than five
percent (5%) of the voting shares, or substantially all the assets, of any bank,
or the merger or consolidation by a bank holding company with another bank
holding company. Under the Riegle-Neal Act, the restrictions on interstate
acquisitions of banks by bank holding companies were repealed as of September
29, 1995. The effect of the repeal of these restrictions is that, subject to
certain time and deposit base requirements, CN Bancorp, Inc. may acquire a bank
located in Maryland or any other state, and a bank holding company located
outside of Maryland can acquire any Maryland-based bank holding company or bank.

         Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by statute on any extensions of credit to the bank holding
company or any of its subsidiaries, or investments in their stock or other
securities, and on taking such stock or securities as collateral for loans to
any borrower. Further, a bank holding company and any subsidiary bank are
prohibited from engaging in certain tie-in arrangements in connection with the
extension of credit.

         In accordance with Federal Reserve Board policy, CN Bancorp, Inc. is
expected to act as a source of financial strength to County National Bank and to
commit resources to support County National Bank in circumstances in which CN
Bancorp, Inc. might not otherwise do so. The Federal Reserve Board may require a
bank holding company to terminate any activity or relinquish control of a
non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the
Federal Reserve's determination that such activity or control constitutes a
serious risk to the financial soundness or stability of any subsidiary
depository institution of the bank holding company. Further, federal bank
regulatory authorities have additional discretion to require a bank holding
company to divest itself of any bank or non-bank subsidiary if the agency
determines that divestiture may aid the depository institution's financial
condition.

         The Federal Reserve Board imposes risk-based capital measures on bank
holding companies in order to insure their capital adequacy. As a bank holding
company with less than $150,000,000 in assets, CN Bancorp, Inc. is currently
exempt from most of these risk-based capital measures. However, the Federal
Reserve Board still requires that CN Bancorp, Inc. remain adequately capitalized
and have the ability to retire any debt within 25 years from the date it is
incurred.

         CN Bancorp, Inc., as a bank holding company, is subject to dividend
regulations of the Federal Reserve System. In general, a small bank holding
company that has a debt to equity ratio greater than 1:1 is not expected to pay
corporate dividends until such time as its debt to equity ratio declines to 1:1
or less and its bank subsidiary is otherwise well managed, well capitalized and
not under any supervisory order. CN Bancorp, Inc. is a small bank holding
company, and does not have a debt to equity ratio that is greater than 1:1.



                                       9
<PAGE>


         State Bank Holding Company Regulation
         -------------------------------------

         CN Bancorp, Inc. is a Maryland-chartered bank holding company and is
subject to various restrictions on its activities as set forth in Maryland law,
in addition to those restrictions set forth in federal law.

         Under Maryland law, an existing bank holding company that desires to
acquire a Maryland state-chartered bank or trust company, a federally chartered
bank with its main office in Maryland, or a bank holding company that has its
principal place of business in Maryland, must file an application with the
Maryland Commissioner of Financial Regulation. In approving the application, the
Maryland Commissioner of Financial Regulation must consider whether the
acquisition may be detrimental to the safety and soundness of the entity being
acquired or whether the acquisition may result in an undue concentration of
resources or a substantial reduction in competition in Maryland. The Maryland
Commissioner of Financial Regulation may not approve an acquisition if, on
consummation of the transaction, the acquiring company, together with all its
insured depository institution affiliates, would control 30% or more of the
total amount of deposits of insured depository institutions in Maryland. The
Maryland Commissioner of Financial Regulation has authority to adopt by
regulation a procedure to waive this requirement for good cause. In a
transaction for which approval of the Maryland Commissioner of Financial
Regulation is not required due to an exemption under Maryland law, or for which
federal law authorizes the transaction without application to the Maryland
Commissioner of Financial Regulation, the parties to the acquisition must
provide written notice to the Maryland Commissioner of Financial Regulation at
least 15 days before the effective date of the transaction.

         Regulation of Depository Institution
         ------------------------------------

         General

         County National Bank, as a national banking association whose accounts
are insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation up to the maximum legal limits, is subject to regulation,
supervision and regular examinations by the Office of the Comptroller of the
Currency. County National Bank is a member of the Federal Reserve System and, as
such, is subject to certain regulations issued by the Federal Reserve Board.
County National Bank also is subject to applicable banking provisions of
Maryland law insofar as they do not conflict with or are not preempted by
federal law. The regulations of these various agencies govern most aspects of
County National Bank's business, including setting required reserves against
deposits, loans, investments, mergers and acquisitions, borrowing, dividends and
location and number of branch offices.

         Competition among commercial banks, savings and loan associations and
credit unions has increased following enactment of legislation that greatly
expanded the ability of banks and bank holding companies to engage in interstate
banking or acquisition activities. Banks in the Washington,
D.C./Maryland/Virginia area can, subject to limited restrictions, acquire or
merge with a bank in another of the jurisdictions and can branch de novo in any
of the jurisdictions.

         Banking is a business that depends on interest rate differentials. In
general, the differences between the interest paid by a bank on its deposits and
its other borrowings and the interest received by a bank on loans extended to
its customers and securities held in its investment portfolio constitute the
major portion of a bank's earnings. Thus, the earnings and growth of County
National Bank are subject to the influence of economic conditions generally,
both domestic and foreign, and also on the monetary and fiscal policies of the
United States and its agencies, particularly the Federal Reserve Board, which
regulates the supply of money. We cannot predict the nature and timing of
changes in such policies and their impact on County National Bank.

         Branching and Interstate Banking

          Beginning on June 1, 1997, the federal banking agencies were
authorized to approve interstate bank merger transactions without regard to
whether such a transaction is prohibited by the law of any state. Furthermore,
under the Riegle-Neal Act, interstate acquisitions of branches are permitted if
the law of the state in which the branch is located permits such acquisitions.
The Riegle-Neal Act also authorizes the Office of the Comptroller of the
Currency and Federal Deposit Insurance Corporation to approve interstate
branching de novo by national and non-member banks, respectively, but only in
states which specifically allow for such branching.


                                       10
<PAGE>


         The District of Columbia, Maryland and Virginia have all enacted laws
that permit interstate acquisitions of bank branches and permit out-of-state
banks to establish de novo branches.

         USA Patriot Act

          Under the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act, commonly referred to as
the "USA Patriot Act" or the "Patriot Act", financial institutions are subject
to prohibitions against specified financial transactions and account
relationships, as well as enhanced due diligence standards intended to detect,
and prevent, the use of the United States financial system for money laundering
and terrorist financing activities. The Patriot Act requires financial
institutions, including banks, to establish anti-money laundering programs,
including employee training and independent audit requirements, meet minimum
standards specified by the act, follow minimum standards for customer
identification and maintenance of customer identification records, and regularly
compare customer lists against lists of suspected terrorists, terrorist
organizations and money launderers. The costs or other effects of the compliance
burdens imposed by the Patriot Act or future anti-terrorist, homeland security
or anti-money laundering legislation or regulations cannot be predicted with
certainty.

         Capital Adequacy Guidelines

         The Federal Reserve Board, the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation have all adopted
risk-based capital adequacy guidelines by which they assess the adequacy of
capital in examining and supervising banks and bank holding companies and in
analyzing bank regulatory applications. Risk-based capital requirements
determine the adequacy of capital based on the risk inherent in various classes
of assets and off-balance sheet items.

         Since December 31, 1992, national banks have been expected to meet a
minimum ratio of total qualifying capital (the sum of core capital (Tier 1) and
supplementary capital (Tier 2)) to risk-weighted assets (a "Total Risk-Based
Capital Ratio) of 8%. At least half of this amount (4%) should be in the form of
core capital.

         Tier 1 capital for national banks generally consists of the sum of
common stockholders' equity and perpetual preferred stock (subject in the case
of the latter to limitations on the kind and amount of such stock which may be
included as Tier 1 capital), less goodwill, without adjustment in accordance
with Statement of Financial Accounting Standards 115. Tier 2 capital consists of
the following: hybrid capital instruments, perpetual preferred stock which is
not otherwise eligible to be included as Tier 1 capital, term subordinated debt
and intermediate-term preferred stock, and, subject to limitations, general
allowances for loan losses. Assets are adjusted under the risk-based guidelines
to take into account different risk characteristics, with the categories ranging
from 0% (requiring no risk-based capital) for assets such as cash, to 100% for
the bulk of assets which are typically held by a commercial bank, including
certain multi-family residential and commercial real estate loans, commercial
business loans and consumer loans. Residential first mortgage loans on
one-to-four-family residential real estate and certain seasoned multi-family
residential real estate loans, which are not 90 days or more past-due or
non-performing and which have been made in accordance with prudent underwriting
standards, are assigned a 50% level in the risk-weighing system, as are certain
privately issued mortgage-backed securities representing indirect ownership of
such loans. Off-balance sheet items also are adjusted to take into account
certain risk characteristics.

         In addition to the risk-based capital requirements, the Office of the
Comptroller of the Currency and the Federal Deposit Insurance Corporation have
established a minimum 3% Leverage Capital Ratio (Tier 1 capital to total
adjusted assets) requirement for the most highly-rated banks, with an additional
cushion of at least 100 to 200 basis points for all other banks, which
effectively increases the minimum Leverage Capital Ratio for such other banks to
4%-5% or more. Under the applicable regulations, highest-rated banks are those
that the Office of the Comptroller of the Currency and the Federal Deposit
Insurance Corporation determines are not anticipating or experiencing
significant growth and have well diversified risk, including no undue interest
rate risk exposure, excellent asset quality, high liquidity, good earnings and,
in general, those which are considered a strong banking organization. A bank
that has less than the minimum Leverage Capital Ratio requirement must submit to
the applicable regulator for review and approval of a reasonable plan describing
the means and timing by which the bank will achieve its minimum Leverage Capital
Ratio requirement. A bank which fails to file such a plan is deemed to be
operating in an unsafe and unsound manner and could be subject to a
cease-and-desist order.

         The Office of the Comptroller of the Currency's and the Federal Deposit
Insurance Corporation's regulations also provide that any insured depository
institution with a Leverage Capital Ratio less than 2% is



                                       11
<PAGE>


deemed to be operating in an unsafe or unsound condition. Operating in an unsafe
or unsound manner could lead the Federal Deposit Insurance Corporation to
terminate deposit insurance. However, such an institution will not be subject to
an enforcement proceeding solely on account of its capital ratios if it has
entered into and is in compliance with a written agreement with the Office of
the Comptroller of the Currency or the Federal Deposit Insurance Corporation to
increase its Leverage Capital Ratio to such level as the Office of the
Comptroller of the Currency or the Federal Deposit Insurance Corporation deems
appropriate and to take such other action as may be necessary for the
institution to be operated in a safe and sound manner. The capital regulations
also provide, among other things, for the issuance by the Office of the
Comptroller of the Currency or the Federal Deposit Insurance Corporation or
their respective designee(s) of a capital directive, which is a final order
issued to a bank that fails to maintain minimum capital or to restore its
capital to the minimum capital requirement within a specified time period. Such
directive is enforceable in the same manner as a final cease-and-desist order.

         Prompt Corrective Action

         Each federal banking agency is required to implement a system of prompt
corrective action for institutions that it regulates. Under applicable
regulations, a bank will be deemed to be: (i) "well capitalized" if it has a
Total Risk-Based Capital Ratio of 10% or more, a Tier 1 Risk-Based Capital Ratio
of 6% or more, a Leverage Capital Ratio of 5% or more and is not subject to any
written capital order or directive; (ii) "adequately capitalized" if it has a
Total Risk-Based Capital Ratio of 8% or more, a Tier 1 Risk-Based Capital Ratio
of 4% or more and a Leverage Capital Ratio of 4% or more (3% under certain
circumstances); (iii) "undercapitalized" if it has a Total Risk-Based Capital
Ratio that is less than 8%, a Tier 1 Risk-Based Capital Ratio that is less than
4% or a Leverage Capital Ratio that is less than 4% (3.3% under certain
circumstances); (iv) "significantly undercapitalized" if it has a Total
Risk-Based Capital Ratio that is less than 6%, a Tier 1 Risk-Based Capital Ratio
that is less than 3% or a Leverage Capital Ratio that is less than 3%; and (v)
"critically undercapitalized" if it has a ratio of tangible equity to total
assets that is equal to or less than 2%.

         County National Bank is classified as well capitalized by its primary
regulator in its latest report.

         An institution generally must file a written capital restoration plan
which meets specified requirements with an appropriate federal banking agency
within 45 days of the date the institution receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically
undercapitalized. The federal banking agency must provide the institution with
written notice of approval or disapproval within 60 days after receiving the
capital restoration plan, subject to extensions by the applicable agency.

         An institution required to submit a capital restoration plan must
concurrently submit a performance guaranty by each company that controls the
institution. Such guaranty is limited to the lesser of (i) an amount equal to 5%
of the institution's total assets at the time the institution was notified or
deemed to have notice that it was undercapitalized or (ii) the amount necessary
at such time to restore the relevant capital measures of the institution to the
levels required for the institution to be classified as adequately capitalized.
Such a guaranty expires after the federal banking agency notifies the
institution that it has remained adequately capitalized for each of four
consecutive calendar quarters. An institution which fails to submit a written
capital restoration plan within the requisite period, including any required
performance guaranty, or fails in any material respect to implement a capital
restoration plan, is subject to the restrictions in Section 38 of the Federal
Deposit Insurance Act which are applicable to significantly undercapitalized
institutions.

         A critically undercapitalized institution will be placed in
conservatorship or receivership within 90 days unless the Federal Deposit
Insurance Corporation formally determines that forbearance from such action
would better protect the deposit insurance fund. Unless the Federal Deposit
Insurance Corporation or other appropriate federal banking regulatory agency
makes specific further findings and certifies that the institution is viable and
is not expected to fail, an institution that remains critically undercapitalized
on average during the four calendar quarters after the date it becomes
critically undercapitalized must be placed in receivership.

         Immediately upon becoming undercapitalized, an institution becomes
subject to statutory provisions which (i) restrict payment of capital
distributions and management fees; (ii) require that the appropriate federal
banking agency monitor the condition of the institution and its efforts to
restore its capital; (iii) require submission of a capital restoration plan;
(iv) restrict the growth of the institution's assets and (v) require prior
approval of certain expansion proposals. The appropriate federal banking agency
for an undercapitalized institution also may take any number of discretionary
supervisory actions if the agency determines that any of these actions is
necessary to resolve


                                       12
<PAGE>


the problems of the institution at the least possible long-term cost to the
deposit insurance fund, subject in certain cases to specified procedures. These
discretionary supervisory actions include requiring the institution to raise
additional capital, restricting transactions with affiliates, requiring
divestiture of the institution or the sale of the institution to a willing
purchaser, and any other supervisory action that the agency deems appropriate.
Significantly undercapitalized and critically undercapitalized institutions are
subject to these and additional mandatory and permissive supervisory actions.

         Regulatory Enforcement Authority

         The Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA") included substantial enhancement to the enforcement powers
available to federal banking regulators. This enforcement authority included,
among other things, the ability to assess civil money penalties, to issue
cease-and-desist or removal orders and to initiate injunctive actions against
banking organizations and institution-affiliated parties, as defined in FIRREA.
In general, these enforcement actions may be initiated for violations of laws
and regulations and unsafe or unsound practices. Other actions or inactions may
provide the basis for enforcement action, including misleading or untimely
reports filed with regulatory authorities. FIRREA significantly increased the
amount of and grounds for civil money penalties and requires, except under
certain circumstances, public disclosure of final enforcement actions by the
federal banking agencies.

         Deposit Insurance

         The Federal Deposit Insurance Corporation has adopted a risk-based
deposit insurance assessment system. The Federal Deposit Insurance Corporation
assigns an institution to one of three capital categories based on the
institution's financial information, as of the reporting period ending seven
months before the assessment period, consisting of (i) well capitalized, (ii)
adequately capitalized or (iii) undercapitalized, and one of three supervisory
subcategories within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation provided to the
Federal Deposit Insurance Corporation by the institution's primary federal
regulator and information that the Federal Deposit Insurance Corporation
determines to be relevant to the institution's financial condition and the risk
posed to the deposit insurance funds. An institution's assessment rate depends
on the capital category and supervisory subcategory to which it is assigned.

         Assessment rates for BIF insured deposits currently range from 0 basis
points to 27 basis points. County National Bank has been assigned to a capital
and supervisory subcategory that has an assessment rate of 0%. The Federal
Deposit Insurance Corporation is authorized to raise the assessment rates in
certain circumstances, including to maintain or achieve a designated reserve
ratio for BIF deposits. The Federal Deposit Insurance Corporation has exercised
its authority to raise rates in the past and may raise insurance premiums in the
future. If such action is taken by the Federal Deposit Insurance Corporation, it
could have an adverse effect on the earnings of CN Bancorp, Inc.

         Under the Federal Deposit Insurance Act, insurance of deposits may be
terminated by the Federal Deposit Insurance Corporation upon a finding that the
institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the Federal Deposit Insurance
Corporation.

         Transactions with Affiliates and Insiders

         County National Bank is subject to the provisions of Section 23A and
23B of the Federal Reserve Act and Federal Reserve Regulation W of the Federal
Reserve Bank which place limits on the amount of loans or extensions of credit
to affiliates (as defined in the Federal Reserve Act), investments in or certain
other transactions with affiliates and on the amount of advances to third
parties collateralized by the securities or obligations of affiliates. The law
and regulation limit the aggregate amount of transactions with any individual
affiliate to ten percent (10%) of the capital and surplus of County National
Bank and also limit the aggregate amount of transactions with all affiliates to
twenty percent (20%) of capital and surplus. Loans and certain other extensions
of credit to affiliates are required to be secured by collateral in an amount
and of a type described in the regulation, and the purchase of low quality
assets from affiliates is generally prohibited. The law and Regulation W also,
among other things, prohibit an institution from engaging in certain
transactions with certain affiliates (as defined in the Federal Reserve Act)
unless the transactions are on terms substantially the same, or at least as
favorable to such institution and/or its subsidiaries, as those prevailing at
the time for comparable transactions with non-affiliated entities. In the
absence of comparable


                                       13
<PAGE>


transactions, such transactions may only occur under terms and circumstances,
including credit standards, that in good faith would be offered to or would
apply to non-affiliated companies.

         County National Bank is subject to the restrictions contained in
Section 22(h) of the Federal Reserve Act and the Federal Reserve Board's
Regulation O thereunder on loans to executive officers, directors and principal
stockholders. Under Section 22(h), loans to a director, an executive officer or
a greater-than-10% stockholder of a bank as well as certain affiliated interests
of any of the foregoing may not exceed, together with all other outstanding
loans to such person and affiliated interests, the loans-to-one-borrower limit
applicable to national banks (generally 15% of the institution's unimpaired
capital and surplus), and all loans to all such persons in the aggregate may not
exceed the institution's unimpaired capital and unimpaired surplus. Regulation O
also prohibits the making of loans in an amount greater than $25,000 or 5% of
capital and surplus but in any event not over $500,000, to directors, executive
officers and greater-than-10% stockholders of a bank, and their respective
affiliates, unless such loans are approved in advance by a majority of the board
of directors of the bank with any "interested" director not participating in the
voting. Furthermore, Regulation O requires that loans to directors, executive
officers and principal stockholders of a bank be made on terms substantially the
same as those that are offered in comparable transactions to unrelated third
parties unless the loans are made pursuant to a benefit or compensation program
that is widely available to all employees of the bank and does not give
preference to insiders over other employees. Regulation O also prohibits a
depository institution from paying overdrafts over $1,000 of any of its
executive officers or directors unless they are paid pursuant to written
pre-authorized extension of credit or transfer of funds plans.

         All of County National Bank's loans to its and CN Bancorp, Inc.'s
executive officers, directors and greater-than-10% stockholders, and affiliated
interests of such persons, comply with the requirements of Regulation W and
22(h) of the Federal Reserve Act and Regulation O.

         Loans to One Borrower

         County National Bank is subject to the statutory and regulatory limits
on the extension of credit to one borrower. Generally, the maximum amount of
total outstanding loans that a national bank may have to any one borrower at any
one time is 15% of the bank's unimpaired capital and surplus. A national bank
may lend an additional 10% on top of the 15% if the amount that exceeds 15% of
the bank's unimpaired capital and surplus is fully secured by readily marketable
collateral.

         Liquidity

         County National Bank is subject to the reserve requirements of Federal
Reserve Board Regulation D, which applies to all depository institutions. As of
December 21, 2004, amounts in transaction accounts above $7,000,000 and under
$47,600,000 must have reserves held against them in the ratio of three percent
(3%) of the amount. Amounts above $47,600,000 require reserves of $1,263,000
plus 10% of the amount in excess of $47,600,000.

         Dividends

         The principal sources of CN Bancorp's revenues are dividends received
from its subsidiary bank and interest income it earns on the investment of the
funds received through common stock sales. The amount of dividends that may be
paid by County National Bank to CN Bancorp, Inc. depends on its earnings and
capital position and is limited by statute, regulations and policies. As a
national bank, County National Bank may not pay dividends from its paid-in
surplus. All dividends must be paid out of undivided profits then on hand, after
deducting expenses, including provisions for loan losses and bad debts. In
addition, a national bank is prohibited from declaring a dividend on its shares
of common stock until its surplus equals its stated capital, unless there has
been transferred to surplus no less than one-tenth of the bank's net profits for
the preceding two consecutive half-year periods (in the case of an annual
dividend). The approval of the Office of the Comptroller of the Currency is
required if the total of all dividends declared by a national bank in any
calendar year exceeds the total of its net profits for that year combined with
its retained net profits for the preceding two years, less any required
transfers to surplus. In addition, County National Bank may not pay a dividend
if, after paying the dividend, it would be undercapitalized.



                                       14
<PAGE>




         Community Reinvestment Act

         The Community Reinvestment Act ("CRA") requires that, in connection
with examinations of financial institutions within their respective
jurisdictions, the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency or the Office of
Thrift Supervision shall evaluate the record of the financial institutions in
meeting the credit needs of their local communities, including low and moderate
income neighborhoods, consistent with the safe and sound operation of those
institutions. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. An
institution's CRA activities are considered in, among other things, evaluating
mergers, acquisitions and applications to open a branch or facility, as well as
determining whether the institution will be permitted to exercise certain of the
powers allowed by the GLBA. The CRA also requires all institutions to make
public disclosure of their CRA ratings. County National Bank was last examined
for CRA compliance as of March 2004 and received a CRA rating of "Satisfactory."


Item 2. Description of Properties

         The executive offices of CN Bancorp, Inc. and County National Bank are
located at 7401 Ritchie Highway, Glen Burnie, Maryland 21061. The following sets
forth certain information regarding the offices of CN Bancorp, Inc. and County
National Bank.

         Glen Burnie, Maryland

         Since July 1997, County National Bank has leased three contiguous
parcels from Tate Properties, L.L.C.: (1) 0.38 acres of land at 7405 Ritchie
Highway, Glen Burnie, Maryland on which we constructed a 2,922 square foot
branch building; (2) 0.725 acres of land with a 8,811 square foot building at
7401-7403 Ritchie Highway, Glen Burnie, Maryland which we use for our
administrative offices; and (3) a 1,290 square foot house on a 0.26 acre lot
currently subleased to unrelated tenants for $1,000 per month.

         The landlord is an entity owned by the family of Creston G. Tate, a
stockholder and director of CN Bancorp, Inc. and a director of County National
Bank. The initial term of the lease expired in May, 2001 and County National
Bank is in the first five-year renewal period of the lease with a monthly rent
payment of $11,821 at December 31, 2004. The monthly rent increases annually
based on increases in the consumer price index for the Washington Baltimore
area. The lease contains two additional five-year renewal options and contains
an option for the bank to purchase the parcels from January 1, 2015 until May 1,
2016 at their appraised value. The bank is responsible for payment of real
estate taxes, insurance, utilities and maintenance for the parcels.

         Pasadena, Maryland

         County National Bank leases 0.68 acres of land containing a 1,500
square foot building at 4001 Mountain Road, Pasadena, Maryland from an
unaffiliated party for use as a bank branch. The initial term of the lease
expired in September, 2001 and County National Bank is in the first five-year
renewal period of the lease with a monthly rent payment of $1,450 per month. The
monthly rent increases annually based on increases in the consumer price index
for the Washington Baltimore area. The lease contains four additional five-year
renewal options, a right of first refusal in the event of the sale of the
property and an option for the bank to purchase the property for its appraised
value from January 1, 2026 until May 30, 2026. The bank is responsible for
payment of real estate taxes, insurance, utilities and maintenance for the
property.

         Odenton, Maryland

         County National Bank acquired a 1.1 acre lot at 8759 Piney Orchard
Parkway, Odenton, Maryland on which we built a 2,116 square foot bank branch.
The branch was opened in June 1999. This property is lien free. As part of the
land purchase, the seller agreed to a covenant prohibiting the operation of
another banking institution in the shopping center in which our branch is
located.


                                       15
<PAGE>


         Millersville, Maryland

         County National Bank leases a building site on Veterans Highway,
Millersville, Maryland on which it built a new branch office. The owner/landlord
of the site is an entity owned by the family of Creston G. Tate, a stockholder
and director of CN Bancorp, Inc. and a director of County National Bank. The
lease is for a five year term beginning in June 2003 but is renewable for seven
additional five year terms at the option of the Bank. The monthly rent payment
at December 31, 2004 is $5,091. The monthly rent increases annually based on
increases in the consumer price index for the Washington Baltimore area. The
branch was opened for business in January 2004.

         Linthicum, Maryland

         In February 2003, County National Bank leased, effective January 1,
2003, the buildings and real property located at 504 and 506 Camp Meade Road,
Linthicum, Maryland primarily for use as a future branch site. The lease has an
initial term of five years with four options to renew for five years each. The
monthly rent increases annually based upon increases in the consumer price index
for the Washington Baltimore area. The monthly rent amount at December 31, 2004
is $3,925. County National Bank has sublet one of the buildings for five years
at $2,800 per month. The subtenant has one, five year renewal option but the
rent amount for the renewal period would be negotiated at the renewal.

Item 3. Legal Proceedings

         CN Bancorp, Inc. is not involved in any pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business.

Item 4. Submission of Matters to a Vote of Security Holders

         None

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

         Securities Authorized for Issuance Under Equity Compensation Plans. The
following table sets forth information regarding outstanding options and other
rights to purchase common stock granted under the Company's compensation plans
as of December 31, 2004:

<TABLE>
<CAPTION>

<S>                 <C>                        <C>               <C>                   <C>
Equity Compensation Plan Information

                                                                              Number of securities
                                      Number of securities                    remaining available
                                        to be issued upon   Weighted average  for future issuance
                                           exercise of     exercise price of     under equity
                                           outstanding        outstanding     compensation plans
                                        options, warrants  options, warrants (excluding securities
Plan category                              and rights          and rights    reflected in column (a)
----------------------------------------------------------------------------------------------------
                                                (a)               (b)                   (c)
Equity compensation plans approved
by security holders (1)                        51,000            $14.20                196,315
Equity compensation plans not
approved by security holders (2)                   --                --                 50,000
                                     ---------------------------------------------------------------
                Total                          51,000            $14.20                246,315
                                               ------
                                     ===============================================================
</TABLE>


(1)  Consists of the Company's Stock Option Plan and the Employee Stock Purchase
     Plan.
(2)  Consists of the Company's Director Stock Purchase Plan.

         For additional information on the above plans, see Note 8 to the
consolidated financial statements.



                                       16
<PAGE>


         The other information contained under the section captioned "Common
Stock and Dividends" in CN Bancorp, Inc.'s Annual Report to Stockholders for the
year ended December 31, 2004 (the "Annual Report") filed as Exhibit 13 hereto is
incorporated herein by reference.

Item 6. Management's Discussion and Analysis

         The information contained under the section captioned "Management's
Discussion and Analysis" in the Annual Report is incorporated herein by
reference.

Item 7. Financial Statements

         The information required by this item is incorporated by reference to
the Annual Report.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

         On January 2, 2004, Anderson Associates, LLP (Anderson) announced that
it was joining with Beard Miller Company LLP (Beard Miller) to become the
Baltimore, Maryland office of Beard Miller. As a result of the merger, Anderson
resigned as independent auditors of the Company. Anderson served as the
Company's independent accountants to audit the Company's consolidated financial
statements as of and for the years ended December 31, 2002 and 2001. Anderson's
reports on the consolidated financial statements of the Company did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.

         During the Company's years ended December 31, 2002 and 2001 and the
subsequent interim period from December 31, 2002 through January 2, 2004, there
were no disagreements with Anderson on any matters of accounting principles or
practices, financial statement disclosures or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Anderson, would have
caused Anderson to make reference to the subject matter of the disagreement in
their report on the financial statement for such years.

         On January 2, 2004, the Audit Committee of the Company engaged Beard
Miller as its successor independent audit firm. The Company had not consulted
with, or had any dealings with, Beard Miller personnel prior to the merger of
Anderson and Beard Miller.

Item 8A. Controls and Procedures

         CN Bancorp, Inc.'s management, under the supervision and with the
participation of its Chief Executive Officer and the Chief Financial Officer,
evaluated as of the last day of the period covered by this report, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures, as defined in Rule 15d-15 under the Securities Exchange Act of
1934. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
adequate. There were no significant changes in the Company's internal controls
over financial reporting (as defined in Rule 15d-15 under the Securities Act of
1934) during the year ended December 31, 2004, that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act


                                       17
<PAGE>
<TABLE>

<S>                                 <C>

         CN Bancorp, Inc.'s directors and executive officers and County National
Bank's directors and executive officers are as follows:

     Name                          Age                                 Position
     ----                          ---                                 --------

Jan W. Clark                        68       Chairman of the Board of Directors, and President and Chief Executive
                                             Officer of CN Bancorp, Inc.; Director, President and Chief Executive
                                             Officer of County National Bank
John E. DeGrange, Sr.               61       Vice Chairman of the Board of Directors of CN Bancorp, Inc.; Vice
                                             Chairman of the Board of Directors of County National Bank
Carl L. Hein, Jr.                   77       Director and Treasurer of CN Bancorp, Inc.;
                                             Director and Treasurer of County National Bank
Creston G. Tate                     77       Director of CN Bancorp, Inc.; Director of County National Bank
John G. Warner                      62       Director and Executive Vice President of CN Bancorp, Inc.; Director and
                                             Executive Vice President of County National Bank
Gerald V. McDonald                  69       Director of CN Bancorp, Inc.; Chairman of the Board of Directors of
                                             County National Bank
F. Paul Dorr, Jr.                   64       Director of County National Bank
Robert P. Musselman, Sr.            64       Director of County National Bank
Daljit Singh Sawhney                62       Director of County National Bank
LeRoy C. Taylor                     70       Director of County National Bank
K. Patricia Wellford                63       Director of County National Bank
Michael T. Storm                    54       Chief Financial Officer of CN Bancorp, Inc.; Senior Vice President and
                                             Chief Financial Officer of County National Bank
Michael L. Derr                     54       Vice President, County National Bank

</TABLE>


Messrs. McDonald and Clark's terms as directors of CN Bancorp, Inc. expire at
the 2005 annual meeting of stockholders of CN Bancorp, Inc.

Messrs. Hein and Warner's terms as directors of CN Bancorp, Inc. expire at the
2006 annual meeting of stockholders of CN Bancorp, Inc.

Messrs. DeGrange and Tate's terms as directors of CN Bancorp, Inc. expire at the
2007 annual meeting of stockholders of CN Bancorp, Inc.

Jan W. Clark is the chairman of the board of directors and president and chief
executive officer of CN Bancorp, Inc., and he is a director and president and
chief executive officer of County National Bank. He has held these positions
since 1996, with the exception of his position as chairman, which he assumed in
May 2000. Mr. Clark was the former president and chief executive officer of
another bank located in Glen Burnie, Maryland, having served in that capacity
from 1991 to March 1995. Mr. Clark was a director of that bank and its holding
company from 1988-1995, where he served on various board of directors'
committees. Mr. Clark also served as a director of North Arundel Savings Bank,
FSB from 1975 to 1988. Prior to 1991, Mr. Clark was a principal of the
accounting firm of Clark and Anderson, of which he was one of the founders. He
has been a certified public accountant since 1969.

John E. DeGrange, Sr. has been a director of CN Bancorp, Inc. and of County
National Bank since 1996. He became vice chairman of the board of directors of
County National Bank in May 1999 and vice chairman of the board of directors of
CN Bancorp, Inc., in May 2000. Mr. DeGrange was the president of DeGrange Lumber
Company, Inc. from 1962 until November 1995, and from 1965 until 1996 he was an
officer of The DeGrange Company, a company formed to hold real estate for
DeGrange Lumber Company, Inc. Mr. DeGrange was a director of a local bank from
1984 to 1995 as well as the treasurer of that bank's holding company from 1993
to 1995. Since 1996, Mr. DeGrange has been a self-employed painting contractor.

Carl L. Hein, Jr. is a director and the treasurer of CN Bancorp, Inc. and a
director and the treasurer of County National Bank. He has served in those
capacities since 1996. Mr. Hein is currently the president of Hein Bros, Inc.
and has served in that capacity for over 20 years. Hein Bros, Inc. is a third
generation business located in Glen Burnie, Maryland and is a major supplier of
heating fuel to retail and commercial customers. The company provides
maintenance service for heating and air conditioning systems in addition to its
fuel and heating and oil sales.


                                       18
<PAGE>


Creston G. Tate has been a director of CN Bancorp, Inc. and of County National
Bank since 1996. Mr. Tate is the president and chief executive officer of Tate
Chrysler Plymouth (Glen Burnie); Tate Dodge, Inc.; Tate Dodge, Chrysler
Plymouth; Tate Chrysler Plymouth of Frederick, Inc.; and Tate Chevrolet, Geo,
BMW, Inc., and has served in those capacities for over 35 years.

John G. Warner has served as executive vice president of CN Bancorp, Inc. and
County National Bank and as a director of CN Bancorp, Inc. and of County
National Bank since 1996. From 1991 until 1996, Mr. Warner was a consultant in
the construction industry. From 1990 to 1991, Mr. Warner was president of First
Federal Savings Bank of Annapolis. From 1989 to 1990, Mr. Warner was a senior
vice president in the lending division of First Annapolis Savings Bank. Prior to
those positions, Mr. Warner served in management capacities for over 25 years
with several commercial banks, including Maryland National Bank and State
National Bank of which he was the president.

Gerald V. McDonald has been a director of CN Bancorp, Inc. since 2001. He has
served as a director of County National Bank since 1997 and presently serves as
Chairman of the Board. Mr. McDonald owned and served as the president of
Chesapeake Optical Company, a manufacturer of prescription lenses, from 1967
until he sold the company in 2002. He currently has consulting arrangements with
the company. Since 1978, Mr. McDonald also has been the president of Ferguson
Test Kits, a manufacturer of drug test kits. He is also a general partner of
Chesapeake Group Enterprises and Miles Center Associates.

F. Paul Dorr, Jr. has been a director of County National Bank since 1999. Since
1958, Mr. Dorr has owned, and served as the president of, F.P. Dorr & Sons,
Inc., an automotive service company located in Crownsville, Maryland. Mr. Dorr
was a director of a local bank from 1986 to 1995.

Robert P. Musselman, Sr. has been a director of County National Bank since 1996.
Mr. Musselman currently is the president of Musselman's Dodge, Inc. and has
served in that capacity for over five years. Mr. Musselman owns a number of
businesses in the Anne Arundel County area including Musselman's Dodge, Inc.,
Robert Musselman's Body Shop, Inc., Modern Builders Plus, Drum Point Associates,
Trigroup, LLC and Terrie's Auto Sales. Mr. Musselman was a director of a saving
bank from 1986 to 1989.

Dr. Daljit Singh Sawhney has been a director of County National Bank since 1996.
Dr. Sawhney currently practices medicine in Glen Burnie, Maryland and is
president of Sawhney-Khandelival, P.A. Dr. Sawhney has served in this capacity
since 1975. Dr. Sawhney received his medical training at the Amritson Medical
College in Punjab, India and served his internship at Harbor Hospital Center in
Baltimore. Dr. Sawhney also is executive vice president of Sawhney Neurology,
P.A. and president of Crain Towers, Inc., a real estate concern.

LeRoy C. Taylor has been a director of County National Bank since 1996, and has
served as chairman of the bank's audit committee since 1996. Since 1975, Mr.
Taylor has been a certified public accountant in private practice in Baltimore
and Glen Burnie, Maryland. Mr. Taylor is a member of the Maryland Association of
Certified Public Accountants and was a director of the North Anne Arundel County
Chamber of Commerce in 1985.

K. Patricia Wellford has been a director of County National Bank since 1996.
Mrs. Wellford was a director of a local bank from 1990 to 1995. Mrs. Wellford
serves as a director of the Odenton Heritage Society, the Hospice of the
Chesapeake, the Odenton Health Association and as an advisory director of the
Greater Odenton Improvement Association. From 1994 to 1998, Ms. Wellford served
as an administrative aide to a Maryland state delegate. She has been retired
since 1998.

Michael T. Storm has been the senior vice president and chief financial officer
of County National Bank since 1998 and chief financial officer of CN Bancorp
since 2001. Prior to joining County National Bank, he was a self-employed
banking consultant during 1997. He was the executive vice president and chief
financial officer of Annapolis National Bank from 1990-1997.

Michael L. Derr joined County National Bank in May 2001 as a vice president.
From 1999 until 2001, he served as senior vice president and chief operating
officer of Harbor Capital National Bank in Rockville, Maryland. Prior to joining
the organizing efforts of Harbor Capital National Bank, Mr. Derr was president
of MLD Consulting, Inc., a bank consulting company, which he founded in 1998.
Mr. Derr previously served as assistant vice president and



                                       19
<PAGE>

vice president of operations at a local bank from 1989 to 1998. From 1972 to
1989, Mr. Derr held various positions, including vice president of operations,
at another banking institution.

         The directors of CN Bancorp, Inc. are divided into three classes, with
each class containing one-third of the total number of directors, as near as is
possible. Each director serves for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which such director was
elected. Pursuant to the charter of CN Bancorp, Inc., the term of office of one
of the three classes of directors expires each year. The officers of CN Bancorp,
Inc. are elected annually by the board of directors following the annual meeting
of stockholders and serve for terms of one year or until their successors are
duly elected and qualified except where a longer term is expressly provided in
an employment contract duly authorized and approved by the board of directors of
CN Bancorp, Inc.

         Directors of County National Bank are elected annually by CN Bancorp,
Inc., its sole stockholder.

         The Board of Directors of the Company has determined that the Company
does not currently have an "audit committee financial expert," as defined under
the rules of the Securities and Exchange Commission, serving on its Audit
Committee. The Company believes that all of the members of the Audit Committee
are qualified to serve on the committee and have the experience and knowledge to
perform the duties required of the committee. The Company does not have any
independent directors who would qualify as an audit committee financial expert,
as defined. The Company believes that it has been, and may continue to be,
impractical to recruit such a director unless and until the Company is
significantly larger.

         The Company had adopted a Code of Ethics that applied to the chief
executive officer, principal financial officer and principal accounting
officer/controller of the Company and its banking subsidiary. The Code of Ethics
was revised in 2004 to include all officers and employees of CN Bancorp, Inc.
and subsidiaries.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

         Not Applicable. CN Bancorp, Inc.'s officers, directors and 10% or
greater stockholders are not required to file reports required pursuant to
Section 16(a) of the Exchange Act.

Item 10. Executive Compensation

         The following table summarizes the compensation paid to the president
and chief executive officer of CN Bancorp, Inc. and County National Bank, and to
each other executive officer whose salary and bonus exceeded $100,000 for the
years ended December 31, 2004 and 2003. Compensation is paid by County National
Bank, and no additional compensation is paid by CN Bancorp, Inc.

<TABLE>
<CAPTION>

<S>                                       <C>       <C>        <C>          <C>                 <C>             <C>

                           Summary Compensation Table
                                                                          Vested         Securities
                                                  Annual Compensation   Interest         Underlying
               Name and                           -------------------       in            Option            Other Annual
          Principal Position              Year      Salary     Bonus       SERP          Awards(2)         Compensation(1)
          ------------------              ----      ------     -----       ----          ---------         ---------------

Jan W. Clark                              2004      $176,865   $5,000       $32,059             6,500           $12,402
President and CEO,                        2003      $163,692     -          $20,320        -                    $10,800
 CN Bancorp, Inc. and                     2002      $158,493     -          $10,234        -                     $9,545
 County National Bank

John G. Warner                            2004      $162,885   $5,000       $23,110             6,500           $11,736
Executive Vice President,                 2003      $152,807     -          $15,726        -                    $10,332
 CN Bancorp, Inc.                         2002      $142,789     -           $7,544        -                     $9,091
Executive Vice President and COO,
 County National Bank


                                       20
<PAGE>


                                                                          Vested         Securities
                                                  Annual Compensation   Interest         Underlying
               Name and                           -------------------       in            Option            Other Annual
          Principal Position              Year      Salary     Bonus       SERP          Awards(2)         Compensation(1)
          ------------------              ----      ------     -----       ----          ---------         ---------------

Michael T. Storm                          2004      $121,537   $5,000        $6,181             6,800            $9,158
Chief Financial Officer,                  2003      $114,288     -           $6,940        -                     $6,829
 CN Bancorp, Inc.                         2002      $105,683     -           -             -                     $1,586
Senior Vice President and CFO
 County National Bank

Michael L. Derr                           2004      $104,122   $5,000        -                  6,700            $2,452
Vice President
County National Bank

</TABLE>



(1)  Amounts include car allowances, life insurance premiums and contributions
     to benefit plans.
(2)  Represents number of common shares underlying options awarded and accepted
     under the Employee Stock Purchase Plan (ESPP) and the Stock Option Plan
     (SOP) of CN Bancorp, Inc.: J Clark - 6,500 shares under the SOP; J. Warner
     - 6,500 shares under the SOP; M. Storm - 300 shares under the ESPP and
     6,500 shares under the SOP; M. Derr - 200 shares under the ESPP and 6,500
     shares under the SOP.

Employment Agreements
---------------------

         Jan W. Clark and John G. Warner each have an employment agreement with
County National Bank. Both agreements are dated December 19, 1996. Each
agreement was for an initial term of two years, and each agreement automatically
renews for additional two year terms provided that neither party to the
agreement notifies the other of his or its desire to terminate the agreement at
least thirty days prior to the expiration of the then current term. Each
agreement provides for an annual salary, subject to annual merit increases, and
for an annual bonus if established by the board of directors at its discretion.
The agreement terminates upon the employee's death or disability, or for certain
events constituting cause as described in the agreement. If County National Bank
terminates employment without cause, the employee is entitled to receive his
salary and employee benefits for a period of 24 months following the
termination, plus any attorney's fees he incurs to enforce his rights under the
agreement.

Supplemental Executive Retirement Plan
--------------------------------------

      In June 2002, County National Bank purchased bank owned life insurance,
referred to as BOLI, as an investment and as a means of funding retirement
benefits for certain key executives. These policies, of which County National
Bank is the sole beneficiary, and are owned by County National Bank, have been
paid for in their entirety and are intended to generate income to satisfy its
obligations under Supplemental Executive Retirement Plan and Consulting
Agreements (SERPs) entered into by County National Bank with the executives.
County National Bank has entered into the SERPs as part of its effort to attract
and retain qualified executives.

      County National Bank has entered into SERPs with Jan W. Clark, John G.
Warner, Michael T. Storm and Michael L. Derr. Under the SERPs, County National
Bank has agreed to pay certain benefits to each executive upon his retirement,
which is defined in the SERPs as 65 years of age, voluntary resignation,
involuntary termination or death. While the executive is employed, County
National Bank maintains a pre-retirement account as a liability account on its
books for the benefit of the executive. The pre-retirement account is increased
or decreased each year by the "Index Retirement Benefit" for the year until the
executive's termination of employment, death or retirement.

      Through December 31, 2003, the SERPs defined the Index Retirement Benefit
as the excess, if any, of earnings on a life insurance policy or policies
purchased (or deemed purchased) by County National Bank over County National
Bank's cost of funds for purchasing (or its deemed purchase) the policy or
policies. Beginning January 1, 2004 the cost of funds factor was eliminated from
the Index Retirement Benefit equation. Also eliminated were passive
post-retirement benefits to the executives. The Agreements now contain personal
services/consulting provisions whereby payments, other than payments of the
pre-retirement accounts, depend upon services to be rendered by the executives
after retirement.

        In June 2002, County National Bank purchased six life insurance policies
for an aggregate one-time


                                       21
<PAGE>

premium of $1,200,000. County National Bank intends to hold the policies until
the death of the named insured officers. However, County National Bank can
liquidate the policies for their cash surrender value but to do so would subject
County National Bank to income taxes on the total earnings on the policies,
which taxes have not been accrued.

      The following table describes the current death benefit payable to County
National Bank upon the death of the four executives as of December 31, 2004:

                  Name                              Death Benefit
                  ----                              -------------
                  Jan W. Clark      -                  $1,166,613
                  John G. Warner    -                  $  931,908
                  Michael T. Storm  -                         N/A
                  Michael L. Derr   -                  $  523,908

        Pursuant to the Executive Agreements, if the executive is continuously
employed from the effective date of the SERP (June 3, 2002) to retirement age,
the executive is entitled to receive the balance in his pre-retirement account
in 120 equal monthly installments commencing 30 days following retirement. In
addition, County National Bank will pay the executive for personal services each
year (and partial year) subsequent to the executive's retirement until the
executive's death if rendered in accordance with the Agreement.

      If the executive dies while there is a balance in the executive's
pre-retirement account, County National Bank will pay the balance in a lump sum
to the executive's designated beneficiary. If the executive voluntarily resigns
or is terminated with less than five years of service without cause prior to
retirement, the executive has no rights to the balance in his pre-retirement
account. If the executive voluntarily resigns or is terminated with five or more
years of service without cause prior to retirement, the executive is entitled to
receive 100% of the balance in his pre-retirement account either over 120 equal
payments commencing 30 days after the executive reaches retirement age or as may
otherwise be determined by County National Bank's board of directors. From the
time of termination of employment to the date the executive reaches retirement
age, the balance in the executive's pre-retirement account earns interest at the
same interest rate as that paid by County National Bank on its retail statement
savings accounts.

      If the executive is terminated for cause (as defined in the SERP), the
executive forfeits all rights under the SERP. If the executive is terminated
without cause or voluntarily resigns after a change of control (as defined in
the SERP) of CN Bancorp, Inc. or County National Bank, the executive is entitled
to benefits following retirement age as if the executive had been continuously
employed from the effective date of the SERP to retirement age, and the
executive remains eligible for the death benefits described above.

      The SERPs are unfunded and the rights of the named executives to the
benefits under the SERP are that of a general creditor of County National Bank.

Employer Benefit Plans
----------------------

         All directors, officers and employees of County National Bank are
eligible to participate in County National Bank's loan program pursuant to which
such persons are eligible to receive loans from County National Bank at 100
basis points (one percent) below the prevailing market rate for equivalent
loans, subject to satisfaction with County National Bank's underwriting
standards for such loans.

         County National Bank currently provides health care benefits, including
medical, disability and group life insurance, subject to certain deductibles and
copayments, for its full time employees.

         County National Bank maintains a 401(k) profit sharing plan for
employees who meet the eligibility requirements set forth in the plan. Pursuant
to the plan, County National Bank may make a discretionary matching contribution
and/or a discretionary profit sharing contribution to the plan. All such
contributions must comply with the federal pension laws non-discrimination
requirements and the terms of the plan. In determining whether to make a
discretionary contribution, County National Bank's board of directors evaluates
County National Bank's current and future prospects and management's desire to
reward and retain employees and attract new employees. County National Bank may
also make discretionary contributions so as to comply with the federal pension
laws.



                                       22
<PAGE>



Director Compensation
---------------------

         CN Bancorp Inc. does not currently pay any fees to its directors.

         County National Bank does not currently pay any fees to inside
directors. An inside director is a director who is also an employee of the bank.
At the present time there are two inside directors, Jan W. Clark and John G.
Warner.

         Outside directors of County National Bank are paid $500 per month ($600
per month starting in 2005) for meetings attended. Outside directors who are
members of the executive committee of the board of directors receive an
additional $100 per month ($300 per month starting in 2005). Outside directors
who are members of the loan committee and perform appraisal review services
receive an additional $250 per month regardless of the number of reviews
performed. Outside directors receive $50 for any other committee meeting
attended.

Director Emeritus
-----------------

         Henry L. Hein serves as a director emeritus to CN Bancorp, Inc. and
County National Bank. As a director emeritus, Mr. Hein is invited to attend all
board meetings and to participate in board discussions, but is not entitled to
vote on any matter submitted to a board. Mr. Hein had served on these boards of
directors since 1996, and he retired in May 2002. Mr. Hein receives the same
fees for attendance at meetings of the board of directors and committees thereof
as do outside directors of County National Bank.

Employee Stock Purchase Plan
----------------------------

         The stockholders of CN Bancorp, Inc. approved the Employee Stock
Purchase Plan in May 2004. 50,000 shares of CN Bancorp, Inc.'s common stock is
reserved under this plan for employees to buy such shares in amounts determined
by the Board of Directors. The purchase price under this plan is eighty-five
percent of the "fair market value" of the common stock at the date of grant of
the right to purchase shares, or at the date of exercise of the right, whichever
is lower. Employees (including officers) must meet certain minimum weekly work
hours and be employed by CN Bancorp, Inc. or subsidiaries for a least a year to
be eligible under this plan. During 2004, 2,685 shares of common stock were sold
to employees under this plan for $11.99 per share.

Stock Option Plan
-----------------

         The stockholders of CN Bancorp, Inc. approved the Stock Option Plan in
May 2004. The Stock Option Plan provides for discretionary awards of options to
purchase up to an aggregate of 200,000 shares of CN Bancorp, Inc. common stock
to officers and key employees of the Company and subsidiaries as determined by a
committee of directors at the fair market value of the common stock on the date
of grant. The term of the options can extend to ten years. The options granted
to employees may be incentive stock options, which are intended to be eligible
for favorable tax treatment to the employee, and options to employees or
directors may be nonqualified stock options. On December 7, 2004, the Company
granted immediately vested incentive stock options to purchase 51,000 shares of
its common stock to certain officers and employees under this plan at the fair
value of the stock on the date of grant for a period of ten years. All of the
options' exercise price is $14.20 per share and the options expire on December
7, 2014.

Director Stock Purchase Plan
----------------------------

         The Board of Directors of CN Bancorp, Inc. approved the Director Stock
Purchase Plan in 2004. The purpose of this plan is to encourage directors to
acquire shares in the Company. 50,000 shares of CN Bancorp, Inc.'s common stock
is reserved under this plan for directors to buy such shares in amounts
determined by the Board of Directors. The purchase price under this plan is the
"fair market value" of the common stock at the date of grant. The exercise date
on the awarded grants may not be later than twelve months after the date of
grants. No shares were purchased during 2004 under this plan and there are no
outstanding options to purchase common shares at December 31, 2004.




                                       23
<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         The following table sets forth the beneficial ownership of CN Bancorp,
Inc.'s common stock as of February 28, 2005 by (i) persons believed by CN
Bancorp, Inc. to beneficially own more than five percent (5%) of the common
stock; (ii) CN Bancorp, Inc.'s and County National Bank's directors and
executive officers; and (iii) all directors and executive officers of CN
Bancorp, Inc. as a group. Unless otherwise noted below, we believe that each
person named in the table has or will have the sole voting and sole investment
power with respect to each of the securities reported as owned by such person.

<TABLE>
<CAPTION>

<S>          <C>                                    <C>          <C>          <C>           <C>            <C>

                                                                                        Total Number
                                                              Warrants to  Options to        of
                                                                Purchase    Purchase       Shares      Percentage
               Name and Address                   Shares of      Common      Common     Beneficially       of
            of Beneficial Owner(1)              Common Stock    Stock (c)    Stock (d)     Owned(a)    Ownership(b)
--------------------------------------------------------------------------------------------------------------------

Jan W. Clark (2)                                    12,606       13,400       6,500         32,506         2.31%
John E. DeGrange, Sr. (3)                           20,000       45,000           -         65,000         4.54%
Michael L. Derr (4)                                  1,200            -       6,500          7,700         0.55%
Carl L. Hein, Jr. (5)                               26,500       25,000           -         51,500         3.65%
Gerald V. McDonald (6)                              42,673            -           -         42,673         3.08%
Robert P. Musselman, Sr.                           106,000       35,500           -        141,500         9.88%
Daljit S. and Pavanjit Sawhney                      50,000       50,000           -        100,000         6.96%
Michael T. Storm (7)                                   805            -       6,500          7,305         0.52%
Creston G. Tate                                    100,000      100,000           -        200,000        13.45%
John G. Warner (8)                                  11,181       12,031       6,500         29,712         2.11%
Directors and Officers as a Group (10 people)      370,965      280,931      26,000        677,896        39.80%

</TABLE>


         (a) The total number of shares beneficially owned includes shares of
common stock owned by the named persons as of the date noted above, shares of
common stock subject to warrants and shares of common stock subject to options
held by the named persons that are exercisable as of, or within 60 days of, said
date.

         (b) The shares of common stock subject to warrants and options are
deemed outstanding for the purpose of computing the percentage ownership of the
person holding the warrants, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.

          (c) In June 1997, CN Bancorp, Inc. issued warrants to purchase a total
of 343,431 shares of common stock at $10.00 per share. Warrants to purchase
323,431 and 313,391 shares of common stock are outstanding at December 31, 2004
and February 28, 2005 respectively. The warrants became exercisable in March
1998 and will expire in March 2006.

         (d) In December 2004, CN Bancorp, Inc. issued options to purchase
common stock at $14.20 per share to certain officers and employees under the
Stock Option Plan. The options are fully vested, immediately exercisable and
expire in December, 2014.

(1) Unless otherwise indicated, the address of each person listed in the
foregoing table is the address of CN Bancorp, Inc.

(2) Mr. Clark has sole investment power with respect to 2,622 shares and 13,400
shares issuable upon exercise of warrants and 6,500 shares issuable under
options, and shares investment and voting power with his wife with respect to
9,984 shares.

(3) Mr. DeGrange has sole investment and voting power with respect to 8,100
shares and shares investment and voting power with his wife with respect to
1,900 shares. Includes 10,000 shares owned by DeGrange Lumber Company, Inc and
45,000 shares issuable upon exercise of warrants owned by DeGrange Family
Partnership.



                                       24
<PAGE>


(4) Mr. Derr has sole investment power with respect to 1,000 shares and 6,500
shares issuable under options and shares investment and voting power with his
wife as to 200 shares.

(5) Mr. Hein has sole investment and voting power with respect to 14,050 shares
and 25,000 shares issuable upon exercise of warrants. He is the personal
representative for the estate of his deceased wife that controls 12,450 shares.

(6) Mr. McDonald has sole investment power with respect to 20,173 shares and
shares investment and voting power with his wife with respect to 22,500 shares.

(7) Mr. Storm has sole investment power with respect to 6,500 shares issuable
under options and shares investment and voting power with his wife as to all
other shares.

(8) Mr. Warner has sole investment and voting power with respect to 8,461
shares, 12,031 shares issuable upon exercise of warrants and 6.500 shares
issuable under options. He shares investment and voting power with wife with
respect to 70 shares and his mother with respect to 2,650 shares.


Item 12. Certain Relationships and Related Transactions

Warrants
--------

         On June 16, 1997, CN Bancorp, Inc. issued and sold to Jan W. Clark, a
family general partnership controlled by John E. DeGrange, Sr., Carl L. Hein,
Henry L. Hein, Robert P. Musselman, Sr., Shirley S. Palmer, Daljit Singh
Sawhney, Creston G. Tate, LeRoy C. Taylor, John G. Warner and K. Patricia
Wellford, for $0.01 each, a warrant to purchase one share of CN Bancorp, Inc.
common stock for each share purchased by such persons in CN Bancorp, Inc.'s
private placement offering in 1996. As a result, CN Bancorp, Inc. issued
warrants to purchase a total of 343,431 shares to these persons. The warrants
are exercisable at $10.00 per share, which was the price at which shares were
offered in the private placement offering. The warrants became exercisable in
March 1998, and will expire in March 2006. Warrants representing 20,000 shares
were exercised in 2004 (323,431 shares under warrant outstanding at December 31,
2004).

         Each of the named individuals, other than Ms. Palmer, is a current or
former director of CN Bancorp, Inc. and/or County National Bank. Ms. Palmer
previously was the assistant secretary of CN Bancorp, Inc. and is currently its
secretary. Each of the named individuals was an organizer of County National
Bank.

         CN Bancorp, Inc. provided each common stockholder of record on December
31, 1998 a dividend consisting of a warrant to acquire additional common stock.
The warrants were issued on January 4, 1999. Each share of stock owned entitled
the stockholder to a warrant to acquire an additional share of common stock for
$12.00 per share. As a result, warrants to purchase a total of 860,000 shares
were issued. The warrants were exercisable on or after January 5, 2000 and
expired on January 5, 2004. Warrant-holders acquired 358,230 shares of common
stock under these warrants prior to their expiration.

Dividend Reinvestment and Stock Purchase Plan
---------------------------------------------

         In April 2004, the Board of Directors approved the Company's Dividend
Reinvestment and Stock Purchase Plan (DRIP) which authorizes up to 200,000
shares of common stock for use under the DRIP. Under the DRIP, the shareholder
may receive dividends paid on the common stock of the Company that they own in
additional shares of common stock of the Company. Shareholders are also allowed
to purchase additional shares of common stock on the dividend payment dates up
to a maximum value of $5,000. The shares are sold under this plan at the fair
market value of the stock on the dividend declaration date. During 2004, 5,335
shares of common stock were issued under the DRIP.

Stock Options
-------------

         In May 2004, the shareholders approved the Company's Employee Stock
Purchase Plan (ESPP) authorizing up to 50,000 shares of common stock for use
under the ESPP. Under the ESPP, the Company may



                                       25
<PAGE>

award options to employees to purchase common at the purchase price for the
shares of the lower of 85% of fair market value of the common stock on the date
of the option grant or on the exercise date of the option. During 2004, 2,685
shares were purchased by employees under the ESPP. There are no outstanding
options to purchase common shares at December 31, 2004 under the ESPP.

         In April 2004, the Board of Directors approved the Company's Directors
Stock Purchase Plan (DSPP) authorizing up to 50,000 shares of common stock for
use under the DSPP. Under the DSPP, the Company may award options to directors
to purchase common stock at fair market value as of the date of the option
grant. No shares were purchased during 2004 under the DSPP and there are no
outstanding options to purchase common shares at December 31, 2004.

         In May 2004, the shareholders approved the Company's Stock Option Plan
(SOP) authorizing up to 200,000 shares of common stock for use under SOP. Under
the SOP, the Company may award options to designated officers and employees to
purchase common stock at the minimum purchase price of fair market value of the
common stock on the date of the option grant. The options have a maximum term of
ten years. The Board of Directors determines the vesting, term and purchase
price for each option granted within the parameters of the SOP. On December 7,
2004, the Company granted immediately vested options to purchase 51,000 shares
of its common stock to certain officers and employees under the SOP at the fair
value of the stock on the date of grant for a period of ten years. All of the
options' exercise price is $14.20 per share and the options expire on December
7, 2014.

Lease
-----

         We lease space for our administrative offices and for County National
Bank's Glen Burnie branch and Millersville branch from entities controlled by
Creston G. Tate, a director of CN Bancorp, Inc. and County National Bank. The
terms of the leases are described in Item 2 - "Description of Properties". We
believe that the lease terms are at least as favorable as those that could be
obtained from an unrelated third party.

Banking Transactions
--------------------

         Our directors and officers and the business and professional
organizations with which they are associated have and will continue to have
banking transactions, including deposit accounts, loans and loan participations,
with County National Bank in the ordinary course of business. Any loans and loan
commitments are made in accordance with all applicable laws. Loans to directors
and officers must comply with County National Bank's lending policies and
statutory lending limits, and directors with a personal interest in any loan
application are excluded from considering any such loan application.

         In 2003, County National Bank sold loan participations to family
members of Gerald V. McDonald, a director of the Company and the Chairman of the
Board of County National Bank, on a non-recourse basis. Under these
transactions, the family members acquired undivided percentage interests in
specific loans held by County National Bank. The participations were sold under
the same terms and conditions as loan participations sold to non-related
entities. The total amount of the loan participations sold in 2003 was
$2,058,741 (none in 2004). The total loan participation amount outstanding at
December 31, 2004 was $744,434.

Item 13.  Exhibits


         *3.1     Amended Articles of Incorporation of CN Bancorp, Inc.
         *3.2     Amended and Restated Bylaws of CN Bancorp, Inc.
         *4.1     Rights of Holders of Common Stock (as contained in the Amended
                  Articles of Incorporation included herein as Exhibit 3.1)
         *4.2     Form of Common Stock Certificate
         *4.3     Form of Warrant Exercisable for $10.00 per Share
         *4.4     Form of Warrant Exercisable for $12.00 per Share
         +*10.1   Employment Agreement between County National Bank and Jan W.
                  Clark dated December 19, 1996
         +*10.2   Employment Agreement between County National Bank and John G.
                  Warner dated December 19, 1996



                                       26
<PAGE>

         *10.7    Ground Lease Agreement dated July 1, 1996 between Tate Dodge,
                  Inc. and County National Bank
         *10.8    First Amendment to Ground Lease Agreement dated July 1, 1997
                  among Tate Dodge, Inc., Tate Properties, L.L.C. and County
                  National Bank
         *10.9    Ground Lease Agreement dated September 16, 1996 between Grace
                  Anna Muhl and County National Bank
         **       10.10 Lease dated January 1, 2003 between Ara A. and Mary Lou
                  Ayanian and County National Bank
         +10.11   Amended and Restated Executive Supplemental Retirement Plan
                  and Consulting Agreement between County National Bank and Jan
                  W. Clark dated June 18, 2002
         +10.12   Amended and Restated Executive Supplemental Retirement Plan
                  and Consulting Agreement between County National Bank and John
                  G. Warner dated June 18, 2002
         +10.13   Amended and Restated Executive Supplemental Retirement Plan
                  and Consulting Agreement between County National Bank and
                  Michael L. Derr dated June 18, 2002
         +10.14   Amended and Restated Executive Supplemental Retirement Plan
                  and Consulting Agreement between County National Bank and
                  Michael T. Storm dated June 18, 2002
         ***10.15 Ground Lease Agreement between Tate Veterans Highway, LLC and
                  County National Bank 13 2004 Annual Report to Stockholders
         ++       14 Code of Ethics (revised)
         *21.1    Subsidiaries of CN Bancorp, Inc.
         23.1     Consent of Beard Miller Company LLP
         31.1     Rule 13a-14(a) /15d-14(a) Certification - CEO
         31.2     Rule 13a-14(a) /15d-14(a) Certification - CFO
         32.1     Certification of Periodic Financial Report pursuant to 18
                  U.S.C. Section 1350 - CEO
         32.2     Certification of Periodic Financial Report pursuant to 18
                  U.S.C. Section 1350 - CFO

         The exhibits which are denominated with an asterisk (*) were previously
filed by CN Bancorp, Inc. as a part of, and are hereby incorporated by reference
from, CN Bancorp, Inc.'s Registration Statement on Form SB-2, as amended, under
the Securities Act of 1933, Registration Number 333-100460 and, as to exhibit
denominated with a double asterisk (**) was filed as part of, and is hereby
incorporated by reference from, CN Bancorp, Inc.'s 2002 Form 10KSB, as to
exhibits denominated with a triple asterisk (***) was filed as part of, and is
hereby incorporated by reference from, CN Bancorp, Inc.'s 2003 Form 10KSB, and
as to the Exhibit denominated with a double "++"was filed as part of, and is
hereby incorporated by reference from, CN Bancorp, Inc's Form 8-K filed on June
28, 2004. Exhibits denominated with a "+" are compensatory plans or
arrangements.


Item 14.  Principal Accountant Fees and Services

         In January 2004 the Company engaged Beard Miller Company LLP (Beard
Miller) as its independent accountant. Prior to that time, the Company had
engaged Anderson Associates, LLP as its principal accountant for 2003 and prior
years until it merged with Beard Miller in January 2004. The Company had no
relationship with Beard Miller prior to January 2004. All services from Beard
Miller and Anderson Associates LLP were pre-authorized and requested by the
Audit Committee of the Company prior to the services being performed. Below is a
schedule of fees by related service for Beard Miller and Anderson Associates,
LLP during 2004 and 2003.

<TABLE>
<CAPTION>

<S>                            <C>            <C>

                               2004           2003                     Comments
                               ----           ----                     --------

    Audit fees                 $27,500        $18,450           Audit services and reviews of SEC filings
    Audit-Related fees              --             --
    Tax fees                     1,700          1,300           Preparation of income and related tax returns
    All Other fees                  --             --
                            -----------    -----------
                               $29,200        $19,750
                            ===========    ===========

</TABLE>


         The Audit Committee is required to approve all audit and non-audit
services, if any, provided by Beard Miller prior to such services being
rendered. Non-audit services can only be provided by the Company's independent
accountant to the extent permitted by law. There were no services provided by
Beard Miller pursuant to the de minimus exception to the pre-approval
requirement contained in the rules of the Securities and Exchange Commission.


                                       27
<PAGE>



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    CN Bancorp, Inc.


Date : March 21, 2005                      By:     /s/ Jan W. Clark
                                                  ---------------------
                                                  Jan W. Clark
                                                  President and Chief Executive
                                                  Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>

<S>                                                                                                    <C> <C>

        Name                                    Position                                              Date
        ----                                    --------                                              ----

 /s/Jan W. Clark                        Chairman of the Board of Directors,                      March 21, 2005
--------------------------              President, Chief Executive Officer,
Jan W. Clark                            (Principal Executive Officer)


 /s/ Michael T. Storm                   Chief Financial Officer (Principal Financial and         March 21, 2005
------------------------------          Accounting Officer)
 Michael T. Storm


/s/ John E. DeGrange, Sr                Vice Chairman of the Board of Directors                  March 21, 2005
------------------------
John E. DeGrange, Sr.


 /s/ Carl L. Hein, Jr.                  Treasurer and Director                                   March 21, 2005
----------------------
Carl L. Hein, Jr.


 /s/ Creston G. Tate                    Director                                                 March 21, 2005
--------------------
Creston G. Tate



/s/ John G. Warner                      Executive Vice President and Director                    March 21, 2005
-------------------
John G. Warner



/s/Gerald V. McDonald                   Director                                                 March 21, 2005
---------------------
Gerald V. McDonald


</TABLE>


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

         Subsequent to the date of this filing, CN Bancorp, Inc. intends to
provide proxy materials to its security holders in connection with its annual
meeting of security holders. A copy of such proxy materials will be furnished to
the Securities and Exchange Commission for its information and CN Bancorp, Inc.
understands that such materials will not be considered to be filed or subject to
the liabilities of Section 18 of the Exchange Act.




                                       28
<PAGE>