<PAGE> 1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

         X    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         -    EXCHANGE  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

         -    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
              FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                           COMMISSION FILE NO. 0-30483
                                               -------

                           DUTCHFORK BANCSHARES, INC.
                           --------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

        DELAWARE                             57-1094236
        --------                             ----------
        STATE OR OTHER JURISDICTION OF       I.R.S. EMPLOYER IDENTIFICATION NO.
        INCORPORATION OR ORGANIZATION

                1735 WILSON ROAD, NEWBERRY, SOUTH CAROLINA 29108
                ------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (803) 321-3200
                                 --------------
                           (ISSUER'S TELEPHONE NUMBER)

                                       N/A
                    -----------------------------------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

         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
                                                                       ---   ---
         STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE:

         1,125,981 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, WERE
ISSUED AND OUTSTANDING AS OF AUGUST 2, 2004.

       TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES     NO X
                                                                     ---    ---



                                       1
<PAGE> 2


                         PART I - FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS

Consolidated Balance Sheets at June 30, 2004 and September 30, 2003 (unaudited)

Consolidated Statements of Income for the Three Months and Nine Months Ended
June 30, 2004 and 2003 (unaudited)

Consolidated Statements of Comprehensive Operations for the Three Months and
Nine Months Ended June 30, 2004 and 2003 (unaudited)

Consolidated Statements of Changes in Stockholders' Equity for the Nine Months
Ended June 30, 2004 (unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2004
and 2003 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 3: CONTROLS AND PROCEDURES


                           PART II - OTHER INFORMATION

Item 1:   Legal Proceedings

Item 2:   Changes in Securities and Small Business Issuer Purchases of Equity
          Securities

Item 3:   Defaults upon Senior Securities

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

Item 5:   Other Information

Item 6:   Exhibits and Reports on Form 8-K



                                       2

<PAGE> 3


PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


         The financial statements of DutchFork Banchshares, Inc. (the "Company"
or "DutchFork Bancshares") are set forth in the following pages.








                                       3
<PAGE> 4
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                                                                                JUNE 30,           SEPTEMBER 30,
                                                                                  2004                 2003
                                                                           ------------------   -------------------
                                                                               (UNAUDITED)         (UNAUDITED)
<S>                                                                        <C>                    <C>
ASSETS
Cash and cash equivalents                                                  $     2,123,517        $  2,653,640
Investments and mortgage-backed securities:
     Available-for-sale:
         Investments (cost of $109,782,801 and
           $143,998,688 at June 30, 2004 and
           September 30, 2003, respectively)                                   104,046,384         141,901,562
         Mortgage-backed securities (cost of
           $34,661,831 and $19,117,095 at
           June 30, 2004 and September 30,
           2003, respectively)                                                  34,305,724          18,908,681
     Held-to-maturity:
         Mortgage-backed securities (fair
           value of $1,368,324 at September
           30, 2003)                                                                     -           1,355,226
Loans receivable                                                                51,272,162          58,371,056
Premises, furniture and equipment, net                                           2,994,527           3,179,428
Accrued interest receivable:
     Loans and mortgage-backed securities                                          309,583             346,945
     Investments and other property                                                716,310             690,454
Prepaid assets                                                                     187,008             408,299
Prepaid income taxes and taxes receivable                                          764,701             518,585
Deferred tax asset                                                                 619,240             936,622
Other                                                                            5,550,301           5,782,861
                                                                           ---------------        ------------
TOTAL ASSETS                                                               $   202,889,457        $235,053,359
                                                                           ===============        ============
</TABLE>




                                               4
<PAGE> 5
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                                       AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS (CONTINUED)


                                                                               MARCH 31,         SEPTEMBER 30,
                                                                                2004                 2003
                                                                         ------------------  -------------------
                                                                               (UNAUDITED)         (UNAUDITED)
<S>                                                                          <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
     Deposit accounts                                                        $ 135,241,749       $ 143,429,056
     Federal Home Loan Bank advances                                            35,000,000          55,000,000
     Advances from borrowers for taxes
        and insurance                                                               33,635              62,316
     Federal funds purchased                                                       795,000           2,613,022
     Accrued income taxes payable                                                   17,689             317,382
     Accrued expenses                                                              537,005             748,729
     Accrued interest payable                                                      119,939             234,581
     Other                                                                         204,416              90,502
                                                                             -------------       -------------
TOTAL LIABILITIES                                                              171,949,433         202,495,588
                                                                             -------------       -------------

Commitments and contingencies                                                            -                   -
Stockholders' equity:
     Preferred stock, $.01 par value, 500,000 shares
        authorized and unissued                                                          -                   -
     Common stock, $.01 par value,
        4,000,000 shares authorized, 1,560,550 issued
        and outstanding at June 30, 2004 and September
        30, 2003                                                                    15,605              15,605
     Additional paid-in capital                                                 15,214,305          15,022,479
     Retained earnings, substantially restricted                                31,974,348          31,446,192
     Accumulated other comprehensive income (loss)                              (3,926,904)         (1,470,979)
     Treasury stock (434,569 and 432,709 shares at June
        30, 2004 and September 30, 2003, respectively)                         (10,617,620)        (10,543,034)
     Unearned 2001 Stock-Based Incentive Plan shares
        (34,965 and 43,079 shares at March 31, 2004 and
        September 30, 2003, respectively)                                         (657,146)           (809,608)
     Unearned employee stock ownership plan shares                              (1,062,564)         (1,102,884)
                                                                             -------------        ------------
TOTAL STOCKHOLDERS' EQUITY                                                      30,940,024          32,557,771
                                                                             -------------        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $ 202,889,457        $235,053,359
                                                                             =============        ============
</TABLE>



                                                       5

<PAGE> 6
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF INCOME


                                                    THREE MONTHS ENDED                NINE MONTHS ENDED
                                                        JUNE 30,                           JUNE 30,
                                                 2004              2003             2004               2003
                                            --------------     -------------    -------------    -------------
                                               (UNAUDITED)      (UNAUDITED)       (UNAUDITED)      (UNAUDITED)
<S>                                         <C>                <C>              <C>              <C>
INTEREST INCOME:
     Loans receivable                       $      823,514     $    977,808     $   2,599,749    $   3,057,290
     Investments                                 1,119,175        1,067,875         3,522,041        2,404,248
     Mortgage-backed and related securities          8,890          848,947         1,132,799        2,307,459
     Other interest-earning assets                  83,912           91,474           287,830          228,341
                                            --------------    -------------     -------------    -------------
         Total interest income                   2,035,491        2,986,104         7,542,419        7,997,338
                                            --------------    -------------     -------------    -------------

INTEREST EXPENSE:
     Interest expense on deposit accounts          453,672          631,712         1,397,697        2,259,709
     Federal Home Loan Bank advances               507,325          501,750         1,568,923        1,516,716
     Other borrowings                                3,923               83            60,600              166
                                            --------------    -------------     -------------    -------------
     Total interest expense                        964,920        1,133,545         3,027,220        3,776,591
                                            --------------    -------------     -------------    -------------

NET INTEREST INCOME                              1,070,571        1,852,559         4,515,199        4,220,747
     Provision for loan losses                      21,437           30,000           206,437          170,000
                                            --------------    -------------     -------------    -------------
     Net interest income after
        provision for loan losses                1,049,134        1,822,559         4,308,762        4,050,747
                                            --------------    -------------     -------------    -------------
NONINTEREST INCOME:
     Gain (loss) on sale of securities, net         91,468          458,545           668,552        2,312,374
     Loan servicing fees                               528              746             1,632            3,504
     Bank service charges                          126,301          142,121           402,873          417,758
     Other                                          67,806          113,555           180,428          321,100
                                            --------------    -------------     -------------    -------------
         Total noninterest income                  286,103          714,967         1,253,485        3,054,736
                                            --------------    -------------     -------------    -------------

NONINTEREST EXPENSE:
     Compensation and benefits                     840,046          642,752         2,509,288        2,294,226
     Occupancy                                     105,407          108,443           312,962          336,145
     Furniture and equipment                        15,577           22,916            51,432           54,233
     Marketing                                       8,471           25,052            51,262           77,241
     Other                                       1,101,017          393,617         2,034,019        1,289,679
                                            --------------    -------------     -------------    -------------
         Total noninterest expense               2,070,518        1,192,780         4,958,963        4,051,524
                                            --------------    -------------     -------------    -------------

Income (loss) before income taxes                 (735,281)       1,344,746           603,284        3,053,959
Provision for income taxes                         (84,018)         286,024            75,128          543,215
                                            --------------    -------------     -------------    -------------
NET INCOME (LOSS)                           $     (651,263)   $   1,058,722     $     528,156    $   2,510,744
                                            ==============    =============     =============    =============

NET INCOME (LOSS) PER SHARE (BASIC)         $        (0.65)   $        1.07     $        0.53    $        2.43
                                            ==============    =============     =============    =============

NET INCOME (LOSS) PER SHARE (DILUTED)       $        (0.61)   $        1.01     $        0.50    $        2.30
                                            ==============    =============     =============    =============

</TABLE>



                                                       6

<PAGE> 7
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS




                                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                             JUNE 30,                           JUNE 30,
                                                      2004             2003              2004             2003
                                                 --------------   --------------    --------------   --------------
                                                   (UNAUDITED)       (UNAUDITED)      (UNAUDITED)       (UNAUDITED)

<S>                                             <C>              <C>                <C>              <C>
Net income (loss)                               $   (651,263)    $   1,058,722      $    528,156     $  2,510,744

Other comprehensive income (loss), net of tax:
     Unrealized (losses) arising during
        the period, net of tax effect of
        $(99,404), $155,712, $670,333 and
        $1,305,750 for the three months ended
        months ended June 30, 2004 and
        2003 and the nine months ended June
        30, 2004 and 2003, respectively              397,615        (1,236,148)       (2,455,925)      (2,135,869)
                                                ------------     --------------     -------------    -------------


Comprehensive income (loss)                     $   (253,648)    $    (177,426)     $ (1,927,769)    $    374,875
                                                =============    ==============     =============    ============

</TABLE>





                                                       7


<PAGE> 8
<TABLE>
<CAPTION>

                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                       ACCUMULATED
                                              ADDITIONAL                 OTHER
                       NUMBER OF    COMMON     PAID-IN     RETAINED   COMPREHENSIVE  TREASURY    INCENTIVE             STOCKHOLDERS'
                        SHARES      STOCK      CAPITAL     EARNINGS   INCOME (LOSS)   STOCK        PLAN     ESOP LOAN     EQUITY
                     ------------ ---------- ----------  ----------- -------------  ----------- ---------- ---------- --------------
                                                                       (UNAUDITED)                                     (UNUAUDITED)

<S>                   <C>         <C>       <C>          <C>         <C>          <C>           <C>        <C>          <C>
Balance at September
   30, 2003           1,084,768   $15,605   $15,022,479  $31,446,192 $(1,470,979) $(10,543,034) $(809,608) $(1,102,884) $32,557,771
Net income                                                   528,156                                                        528,156
Release of  6,240 ESOP
   shares                                       210,914                                                         40,320      251,234
Release of Incentive
   Plan shares            8,114                 (19,088)                                          152,462                   133,374
Purchase of treasury
   stock                 (1,860)                                                       (74,586)                             (74,586)
Change in net
   unrealized
   depreciation on
   investments
   available for sale
   (net of deferred and
   current income taxes
   of $670,333)                                                       (2,455,925)                                        (2,455,925)
                     ----------   -------   -----------  ----------- ------------ ------------- ---------  ------------ -----------
Balance at June
   30, 2004           1,091,022   $15,605   $15,214,305  $31,974,348 $(3,926,904) $(10,617,620) $(657,146) $(1,062,564) $30,940,024
                     ==========   =======   ===========  =========== ============ ============= ========== ============ ===========

</TABLE>



                                                               8

<PAGE> 9
<TABLE>
<CAPTION>



                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                    NINE MONTHS ENDED JUNE 30,
                                                                                     2004                2003
                                                                                --------------      --------------
                                                                                  (UNAUDITED)         (UNAUDITED)
<S>                                                                             <C>                <C>
OPERATING ACTIVITIES
Net income                                                                      $     528,156      $  2,510,744
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
     Depreciation                                                                     209,123           234,401
     Provision for loan losses                                                        206,437              -
     Incentive plan shares issued                                                     152,462              -
     (Gain) loss on sales of investments and mortgage-
         backed securities                                                           (668,552)       (2,312,374)
     Net (gain) loss on sales on loans                                                263,244           (67,848)
     Increase (decrease) in deferred loan origination fees                               -              (20,202)
     Amortization of premiums (discounts) on investments,
        mortgage-backed securities and loans                                        1,164,945           360,724
     Decrease (increase) in accrued interest receivable                                11,506          (128,976)
     Decrease (increase) in prepaid and other assets                                  226,516        (5,410,552)
     Decrease (increase) in deferred tax asset                                        317,382           550,040
     Increase (decrease) in accrued interest payable                                 (114,642)         (215,040)
     Increase (decrease) in accounts payable and accrued
       expenses                                                                      (211,724)             -
     Increase (decrease) in other liabilities                                      (1,803,522)          629,709
     Origination of loans held for sale                                            (2,116,850)       (9,108,430)
     Proceeds from sales of trading securities                                          -            10,000,000
     Purchases of trading securities                                                    -           (10,000,000)
                                                                                  ------------      ------------
Net cash provided (used) by operating activities                                   (1,835,519)      (12,977,804)
                                                                                  ------------      ------------

</TABLE>


                                               9



<PAGE> 10
<TABLE>
<CAPTION>



                                   DUTCHFORK BANCSHARES, INC.
                                        AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                    NINE MONTHS ENDED JUNE 30,
                                                                                     2004              2003
                                                                                ---------------   --------------
                                                                                  (UNAUDITED)       (UNAUDITED)
<S>                                                                              <C>               <C>
INVESTING ACTIVITIES
Principal payments on mortgage-backed securities                                    7,601,648        48,516,374
Purchases of available-for-sale securities                                        (45,613,657)     (210,618,909)
Purchases of investments held to maturity                                          (2,000,000)       24,000,000
Proceeds from sales of held to maturity securities                                  2,857,915             -
Proceeds from sales of available-for-sale securities                               57,019,868       142,219,035
Net (increase) decrease in loans receivable                                         7,440,013         2,920,636
Proceeds from sales of loans                                                        1,287,269         8,933,296
Purchases of premises, furniture and equipment                                        (24,222)          (43,732)
                                                                                 -------------     -------------
Net cash provided (used) by investing activities                                   28,568,834        15,926,700
                                                                                 -------------     -------------

FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts                                        (8,187,307)       (3,455,106)
Payments on Federal Home Loan Bank advances                                       (20,000,000)            -
Proceeds from other borrowings                                                     40,440,000             -
Repayments of other borrowings                                                    (39,645,000)            -
Release of ESOP shares                                                                 40,320             -
Repayment of ESOP loan                                                                   -               36,635
Purchase of treasury stock                                                            117,230        (2,737,699)
Unallocated incentive plan                                                               -              152,462
Increase (decrease) in advances from borrowers for
   taxes and insurance                                                                (28,681)          (10,453)
                                                                                 -------------     -------------
Net cash provided by financing activities                                         (27,263,438)       (6,014,161)
                                                                                 -------------     -------------
Net increase (decrease) in cash and cash equivalents                                 (530,123)       (3,065,265)
Cash and cash equivalents at beginning of year                                      2,653,640        21,130,629
                                                                                 -------------     -------------
Cash and cash equivalents at end of year                                         $  2,123,517      $ 18,065,364
                                                                                 =============     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid (received) during the year for:
      Interest                                                                   $  4,023,790      $  6,322,261
      Taxes                                                                      $   (667,412)     $    690,994

</TABLE>


                                               10

<PAGE> 11


                           DUTCHFORK BANCSHARES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
NOTE 1 - ORGANIZATION
         ------------

         DutchFork  Bancshares,  Inc. (the "Company") was incorporated under the
laws of  Delaware  in  February  2000 for the  purpose of serving as the holding
company of Newberry  Federal Savings Bank ("Newberry  Federal" or the "Bank") as
part of the Bank's conversion from the mutual to stock form of organization. The
conversion,  completed  on July 5, 2000,  resulted  in the  Company  issuing an
aggregate of 1,560,550  shares of its common stock, par value $.01 per share, at
a price of $10 per share.  Prior to the conversion,  the Company had not engaged
in any material operations and had no assets or income. The Company is a savings
and loan  holding  company  and  subject to  regulation  by the Office of Thrift
Supervision and the Securities and Exchange Commission.

NOTE 2 - ACCOUNTING PRINCIPLES
         ---------------------

         The accompanying  unaudited  consolidated  financial  statements of the
Company have been  prepared in accordance  with  generally  accepted  accounting
principles for interim financial information and with instruction to Form 10-QSB
and of Regulation S-B. Accordingly,  the financial statements do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  (consisting only of a normal recurring nature) considered necessary
for a fair  presentation  have been included.  Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the current fiscal year.



                                       11

<PAGE> 12


NOTE 3 - EARNINGS PER SHARE
         ------------------

         The following reconciles the numerator and denominator of the basic and
diluted earnings per share computation:
<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                NINE MONTHS ENDED
                                                               JUNE 30,                           JUNE 30,
                                                 -------------------------------    -------------------------------
                                                      2004             2003              2004             2003
                                                 --------------   --------------    --------------   --------------
         <S>                                      <C>              <C>               <C>              <C>
         Basic EPS computation:
            Numerator                             $ (651,263)      $ 1,058,722       $  528,156       $ 2,510,744
                                                  -----------      -----------       ----------       -----------

         Denominator                                 997,378           993,815          992,026         1,034,414
                                                  ----------       -----------       ----------       -----------

         Basic EPS                                $    (0.65)      $      1.07       $     0.53       $      2.43
                                                  ===========      ===========       ==========       ===========

         Diluted EPS computation:
            Numerator                             $ (651,263)      $ 1,058,722       $  528,156       $ 2,510,744
                                                  -----------      -----------       ----------       -----------
         Denominator:
            Common shares outstanding                997,378           993,815          992,026         1,034,414
         Dilutive securities:
            Stock options - treasury stock
               method                                 58,375            47,858           58,464            43,842
            Incentive plan - treasury stock
               method                                  9,342            11,487           11,780            12,347
                                                  -----------      ------------      -----------      ------------
                                                   1,065,095         1,053,160        1,062,270         1,090,063
                                                  -------------    ------------      -----------      ------------
                                                  $    (0.61)      $      1.01       $     0.50       $      2.30
                                                  ===========      ============      ===========      ============
</TABLE>

         The average  market  price used in  calculating  the assumed  number of
shares  issued for the three months and nine months ended June 30, 2004 and 2003
was $38.72 and $31.12, $38.80 and $28.95 per share, respectively.

NOTE 4 - AGREEMENT AND PLAN OF MERGER
         ----------------------------

         On April 12, 2004,  the Company  entered into and Agreement and Plan of
Merger with First Community  Corporation ("First Community") the holding company
for First Community  Bank,  N.A. The Agreement  provides among other things that
DutchFork will merge with and into First  Community with First  Community as the
surviving entity.  Immediately following the merger, Newberry Federal will merge
with and into First Community  Bank,  N.A., with First Community Bank N.A. being
the surviving entity.

         Pursuant to the Agreement,  each share of DutchFork common stock issued
and  outstanding  immediately  before  the  Effective  Date (as  defined  in the
Agreement)  will be  converted  into the right to receive at the election of the
holder  either (i) $42.75 in cash,  without  interest or (ii) 1.78125  shares of
First Community common stock,  subject to the allocation and election procedures
set forth in the Agreement.


                                       12

<PAGE> 13


         Consummation  of the merger is subject to the  satisfaction  of certain
conditions,  including approval of the Agreement by the respective  stockholders
of DutchFork and of First Community and approval by the  appropriate  regulatory
agencies.

NOTE 5 - RECLASSIFICATION OF HELD-TO-MATURITY SECURITIES
         -----------------------------------------------

         The Company sold $2,857,915 of mortgage-backed securities designated as
held-to-maturity   before   maturity   date.   Due  to   this,   the   remaining
mortgage-backed    securities    totaling    $212,268   were   reclassified   as
available-for-sale.






                                       13


<PAGE> 14



         ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements
--------------------------

         This quarterly  report  contains  forward-looking  statements  that are
based on assumptions and describe future plans,  strategies and  expectations of
DutchFork  Bancshares and its wholly owned subsidiary,  Newberry Federal.  These
forward  looking  statements  are  generally  identified  by use  of  the  works
"believe", "expect", "intend", "anticipate",  "estimate",  "project", or similar
expressions.  DutchFork  Bancshares  and Newberry  Federal's  ability to predict
results  or the  actual  effect  of future  plans or  strategies  is  inherently
uncertain.  Factors which could have a material adverse effect on the operations
of DutchFork  Bancshares and Newberry Federal  include,  but are not limited to,
changes in interest rates, general economic  conditions,  legislative/regulatory
changes, monetary and fiscal policies of the U.S. Reserve Board, the quality and
composition  of the loan or  investment  portfolios,  demand for loan  products,
deposits  flow,   competition,   demand  for  financial  services  in  DutchFork
Bancshares' and Newberry Federal's market area and accounting principles.  These
risks and  uncertainties  should be  considered in  evaluating  forward  looking
statements and undue reliance should not be placed on such statements. Except as
required by law or  regulation,  the Company  disclaims any obligation to update
such forward-looking financial statements.

Operating Strategy
------------------

         DutchFork Bancshares' wholly owned subsidiary,  Newberry Federal, is an
independent community-oriented savings bank, delivering quality customer service
and offering a wide range of deposit and loan products to its customers. Because
of weak loan demand in Newberry  Federal's  primary market area,  management has
maintained a substantial investment in investment securities and mortgage-backed
securities classified as available-for-sale.  Management's objective in managing
the  securities  portfolio  is to maintain a portfolio of high  quality,  highly
liquid investments with competitive  returns in order to maximize current income
without compromising credit quality.


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2004 AND SEPTEMBER 30, 2003:

         Total  assets  decreased  by  $32.2  million  from  $235.1  million  at
September 30, 2003 to $202.9  million at June 30, 2004.  Assets  declined due to
the  repayment  of $20 million in Federal  Home Loan Bank  advances  and an $8.2
million  decrease in deposit  accounts.  The  decrease is  reflected  in a $23.8
million decrease in investments and mortgage-backed securities along with a $7.0
million decrease in loans  receivable.  The decrease in loans receivable was due
to a sale of a $3.1  million loan that the Company sold in order to more closely
conform its loan portfolio with the loan portfolio of First Community Bank.

         At June 30,  2004,  the Bank  did not  have  any  investments  held for
trading.  Depending on market  volatility  and the elements of supply and demand
certain  investments  are purchased  with the  expressed  intent of selling them
prior to their stated maturity and are placed in a trading  account.  Prevailing
market conditions and risk exposure determine when this procedure is followed.



                                       14

<PAGE> 15


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2004 AND SEPTEMBER 30, 2003
(CONTINUED):

         Loans receivable at June 30, 2004 and September 30, 2003 were as
follows:

<TABLE>
<CAPTION>

                                                                    MARCH 31,        SEPTEMBER 30,
                                                                      2004               2003
                                                                  ------------      --------------
         <S>                                                      <C>                <C>
         Commercial real estate                                   $ 8,038,954        $  10,966,123
         Commercial - other                                         7,713,581            8,719,151
         Real estate construction                                     821,000              811,000
         Residential mortgage - 1-4 family                         23,291,108           25,192,999
         Second mortgage loans, home equity
           loans and lines of credit                                5,470,830            5,671,360
         Multi-family                                                 757,227              812,001
         Consumer loans                                             5,995,786            7,064,593
                                                                  -----------         ------------
                                                                   52,088,486           59,237,227
                                                                  -----------         ------------

         Less:
              Allowance for loan losses                               477,589              400,892
              Loans in process                                        338,500              464,996
              Deferred loan origination fees, net                         235                  283
                                                                  -----------         ------------
                                                                      816,324              866,171
                                                                  -----------         ------------
         Loans receivable, net                                    $51,272,162         $ 58,371,056
                                                                  ===========         ============
</TABLE>

         Loans  receivable  declined by $7,024,000  during the nine months ended
June 30,  2004 due to loan  pay-offs  and the sale of a loan of $3.1  million as
discussed earlier.

         Non-accrual loans totaled $80,271 at June 30, 2004 compared to $550,000
at September 30, 2003.  When a loan becomes 90 days past due, it is converted to
non-accrual  status.  The Bank had no loans past 90 days or more still  accruing
interest at June 30, 2004 and September 30, 2003.   Loans  receivable  that were
troubled debt  restructurings  totaled $423,595 at June 30, 2004 and $193,000 at
September 30, 2003.  Interest  income that would have been recorded for the nine
months  ended June 30, 2004,  had  nonaccruing  loans been current  according to
their  original  terms,  amounted to  approximately  $45,886.  The Bank included
income on such  loans of $29,092 in total  interest  income for the nine  months
ended June 30, 2004.   There are no loans  which are not  discussed  above where
known  information about possible credit problems of borrowers causes management
to have  serious  doubts as to the ability of such  borrowers to comply with the
present loan repayment terms.

         Other assets at June 30, 2004 and September 30, 2003 include $5,496,000
and  $5,340,000,  respectively  of  cash  surrender  value  of  Bank-owned  life
insurance on directors, officers and employees.




                                       15


<PAGE> 16


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2004 AND SEPTEMBER 30, 2003
(CONTINUED):

         At June 30, 2004, total equity was $30.9 million,  after a $3.0 million
unrealized loss, net of taxes, on the investment and mortgage-backed  securities
portfolios classified as available-for-sale.  This compares with total equity at
September 30, 2003 of $32.6 million,  including a $1.5 million  unrealized loss,
net of  taxes,  on the  investment  and  mortgage-backed  securities  portfolios
classified  as  available-for-sale.  During the nine months ended June 30, 2004,
the market values of investments  and  mortgage-backed  securities  decreased by
$3,126,000,   and  after  the  tax  effect  of  $670,000,  equity  decreased  by
$2,456,0000 from this decrease in market values.

         Due to the size of the Bank's investment portfolio,  extreme volatility
in the rate environment  requires  extensive  restructuring when call options by
issuers are exercised and  prepayments  reach new highs.  These two  occurrences
heavily  impact  cash  flows and  reinvestment  opportunities.  In an attempt to
manage  current  and  future   interest  rate  spreads,   investments   must  be
restructured when rate changes occur in rapid and possibly sustained periods. It
is essential to control  liquidity  while  preserving  investment  value.  This,
however, complicates the prediction of future income capabilities due to the low
rates of return afforded from investment opportunities.


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND
JUNE 30, 2003:

Net Income (Loss)
-----------------

         There was a net (loss) of $651,000  for the three months ended June 30,
2004 compared to a profit of $1,059,000 for the same period in 2003. The decline
was a result of a $773,000 decline in net interest  income,  after the provision
for  loan  losses.  In  addition,  non-interest  income  decreased  by  $429,000
primarily  due  to  a  decrease  in  the  gain  on  sale  of  securities,  while
non-interest  expense  increased by  $878,000,  largely due to $429,000 in costs
associated  with the  proposed  merger,  and a loss of $307,000 on the sale of a
$3.1 million  loan that the Company  sold in order to more  closely  conform its
loan portfolio with the loan portfolio of First Community Bank.

Net Interest Income
-------------------

         Net interest  income  increased  from $1.9 million for the three months
ended June 30, 2003 to $1.1  million  for the  same  period in 2004.  This was a
result of a $951,000 decrease in total interest income and a $169,000 decline in
total interest expense.

         Total interest income declined due to a $7.2 million decline in average
interest  earning assets,  and a 175 basis point decrease in average yield.  The
decrease  in the yield from 5.97% for the three  months  ended June 30,  2003 to
4.22% for the three months ended June 30, 2004 was  primarily due to a decreased
yield on mortgage-backed securities.

         Total  interest  expense  decreased  due to a $8.5  million  decline in
average interest-bearing liabilities, along with a 27 basis point decline in the
average interest rate paid.




                                       16

<PAGE> 17


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND
JUNE 30, 2003 (CONTINUED):

Provision for Loan Losses
-------------------------

         The  provision for loan losses for the three months ended June 30, 2004
and 2003 was  $21,000  compared  to  $30,000  for the same  period in 2003.  The
allowance was carefully  evaluated and  determined to be adequate at its current
level based upon current market trends.  The Bank  evaluated  individual  larger
loans (those in excess of $500,000) for impairment  and determined  that none of
these loans were impaired.  The changes in  concentration  of loans between June
30,  2004  and  September  30,  2003  were  relatively  insignificant.  Although
management  uses the  best  information  available,  future  adjustments  to the
allowance may be necessary due to changes in economic, operating, regulatory and
other  conditions  that may be beyond the Company's  control.  While the Company
maintains its  allowance for loan losses at a level which it considers  adequate
to  provide  for  estimated  losses,  there  can be no  assurance  that  further
additions  will not be made to the  allowance  for loan  losses and that  actual
losses will not exceed estimated losses.

         The table on page 23 presents an analysis on the Bank's allowance for
loan losses.

Non-Interest Income
-------------------

         Non-interest  income decreased by $429,000,  primarily as a result of a
decrease of $367,000 in gains on the sale of securities  and a decrease in other
income of $46,000 primarily due to a decrease in loan fees and gains on the sale
of loans due to the lower volume of mortgage loans.

Non-Interest Expense
--------------------

         Non-interest  expense increased by $877,000 due to $429,000 in expenses
related to the merger with First Community Corporation and a loss of $307,000 on
the sale of a $3.1  million  loan that the Company sold in order to more closely
conform its loan portfolio with the loan portfolio of First Community Bank.

Provision for Income Taxes
--------------------------

         Income  taxes for the  quarter  ended  June 30, 2004 were a benefit  of
$84,000 due to the loss for the quarter.



                                       17


<PAGE> 18


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND JUNE
30, 2003:

Net Income
----------

         Net income for the nine months  ended June 30, 2004  decreased  by $2.0
million to $528,000  when  compared  to the same period for the prior year.  Net
interest income, after the provision for loan losses, increased by $758,000, and
non-interest  income  decreased by $1.8  million.  The decrease in  non-interest
income was  primarily  due to a $1.6  million  decrease  in gains on the sale of
securities  during the period ended June 30, 2004 and a $68,000 decrease in loan
origination  fees and a $40,000  decrease in gains on the sale of securities due
to the significantly lower volume of mortgage loans closed.

Net Interest Income
-------------------

         Net  interest  income  increased  from $4.2 million for the nine months
ended June 30, 2003 to $4.5  million  for the same period in 2004.  This was the
result of a $749,000 decrease in total interest expense which was only partially
offset by a $455,000 decrease in total interest income.

         Total interest  income  declined due to a 37 basis point decline in the
average yield,  which was partially offset by a $2.6 million increase in average
interest-earning assets. Total interest expense declined due to a 54 basis point
decrease in the average rate on interest-bearing liabilities.

Provision for Loan Losses
-------------------------

         The  provision  for loan losses for the nine months ended June 30, 2004
was  $206,000,  compared to $170,000 for the same period in 2003.  The allowance
was carefully evaluated and determined to be adequate at its current level based
upon current market trends. The Bank evaluated individual larger loans (those in
excess of $500,000) for impairment and determined  that none of these loans were
impaired.



                                       18

<PAGE> 19


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND JUNE
30, 2003 (CONTINUED):


Non-Interest Income
-------------------

         Non-interest income decreased by $1.8 million, primarily as a result of
a $1.6  million  decrease in gains on the sale of  securities  and a decrease in
loan origination fees and the gain on the sale of loans of $113,000,  due to the
lower volume of mortgage loans  originated.  Securities in the period ended June
30, 2003 were sold as part of a restructuring  plan designed to protect the Bank
from potential volatility due to the Iraq war.

Non-Interest Expense
--------------------

         Non-interest  expense  increased  from $4.1 million for the nine months
ended June 30, 2003 to $5.0 million for the nine months ended June 30, 2004. The
increase was  primarily  due to $429,000 in costs  associated  with the proposed
merger,  and a loss of  $307,000  on the sale of a $3.1  million  loan  that the
Company sold in order to more closely  conform its loan  portfolio with the loan
portfolio of First Community Bank.

Provision for Income Taxes
--------------------------

         Income tax  decreased by $468,000 from the $543,000 for the nine months
ended June 30, 2003.  The  decrease was due to a decline in income  before taxes
and an overall lower effective rate on the lower income due to the impact of the
dividend exclusion on preferred stocks.



                                       19

<PAGE> 20


Liquidity and Capital Resources
-------------------------------

         Management  believes that the Company's  liquidity  remains adequate to
meet  operating,  investment  and  loan  funding  requirements.  Cash  and  cash
equivalents, along with investments and mortgage-backed securities available for
sale, represented 69.1% of assets at June 30, 2004.

         Liquidity  management is both a daily and long-term  responsibility  of
management.  The Company  adjusts its  investments  in liquid  assets based upon
management's  assessment of expected loan demand, expected deposit flows, yields
available  on  interest-earning  deposits  and  investment  securities  and  the
objectives of its asset/liability  management program.  Excess liquid assets are
invested  generally  in  interest-earning   overnight   deposits  and  short-and
intermediate-term  U.S.  Government and agency  obligations and  mortgage-backed
securities.  If the Company  requires  funds beyond its ability to generate them
internally, it has additional borrowing capacity with the Federal Home Loan Bank
of Atlanta.

         The  desired  level of  liquidity  for the  Company  is  determined  by
management in conjunction with the  Asset/Liability  Committees of the Bank. The
level  of  liquidity  is  based  on  management's  strategic  direction  for the
Company's commitments to make loans and the Committees' assessment of the Bank's
ability to generate funds. Historically,  sources of liquidity have included net
deposits to savings  accounts,  amortization  and prepayments of loans,  Federal
Home Loan Bank advances,  reverse repurchase  agreements and sales of securities
and loans held for sale.

         The Bank is subject to various regulatory capital  requirements imposed
by the  Office  of  Thrift  Supervision.  At June  30,  2004,  the  Bank  was in
compliance with all applicable capital requirements.

         The Bank's actual capital amounts and ratios are presented in the
following table:

<TABLE>
<CAPTION>
                                                                                                  TO BE WELL
                                                                                                  CAPITALIZED
                                                                            MINIMUM               FOR PROMPT
                                                                          FOR CAPITAL             CORRECTIVE
                                                                           ADEQUACY                 ACTION
                                                  ACTUAL                   PURPOSES               PROVISIONS
                                            --------------------      ------------------      ------------------
                                            RATIO        AMOUNT       RATIO       AMOUNT      RATIO       AMOUNT
                                            -----       --------      -----       ------      -----       ------
                                                                    (dollars in thousands)
<S>                                        <C>          <C>           <C>       <C>          <C>        <C>
June 30, 2004:
  Tangible capital                         16.14%       $ 33,694      2.00%     $  4,176        N/A          N/A
  Core capital                             16.14%       $ 33,694      4.00%     $  8,351      5.00%     $ 10,439
  Risk-based capital                       20.67%       $ 33,976      8.00%     $ 13,148     10.00%     $ 16,436

</TABLE>




                                                       20

<PAGE> 21
<TABLE>
<CAPTION>

                                   DUTCHFORK BANCSHARES, INC.
                       YIELDS ON AVERAGE INTEREST EARNING ASSETS AND RATES
                             ON AVERAGE INTEREST BEARING LIABILITIES
                                         (IN THOUSANDS)


                                            THREE MONTHS ENDED JUNE 30,            THREE MONTHS ENDED JUNE 30,
                                                      2004                                   2003
                                          AVERAGE                YIELD/          AVERAGE                YIELD/
                                          BALANCE   INTEREST      RATE           BALANCE   INTEREST      RATE
                                          -------   --------      ----           -------   --------      ----
<S>                                     <C>         <C>           <C>          <C>          <C>           <C>
Interest earning assets:
     Loans receivable (1)               $  53,257   $    824       6.19%       $  59,266    $   978       6.60%
     Interest-bearing deposits (2)          2,363          2       0.34%             376          8       8.51%
     Investment securities (3)            100,397      1,111       4.43%          91,344      1,043       4.57%
     Mortgage-backed securities            30,209          9       0.12%          39,899        848       8.50%
     Federal funds sold                     3,673          8       0.87%           9,058         25       1.10%
     Other                                  2,867         81      11.30%             -           84         -
                                        ---------   --------     -------       ---------    --------     -----
Total interest earning assets             192,766      2,035       4.22%         199,943      2,986       5.97%
Non-interest earning assets                12,779                                 15,703
                                        ---------                              ---------
Total assets                            $ 205,545                              $ 215,646
                                        =========                              =========

Interest bearing liabilities:
     Deposit accounts                     139,250        454        1.30%        148,572        632       1.70%
     Federal Home Loan Bank
        advances                           35,000        507        5.79%         35,000        501       5.73%
     Other borrowings                         802          3        1.50%            -           -          -
                                        ---------   --------     -------       ---------    --------     -----
Total interest bearing liabilities        175,052        964        2.20%        183,572      1,133       2.47%
Non-interest bearing liabilities               68                                  6,207
                                        ---------                              ---------
     Total liabilities                    175,120                                189,779
Total equity                               30,425                                 25,867
                                        ---------                              ---------
     Total liabilities and equity       $ 205,545                              $ 215,646
                                        =========                              =========

Net interest spread (4)                             $  1,071        2.02%                   $ 1,853       3.50%
Net interest margin as a percentage
   of interest-earning assets (5)                                   2.22%                                 3.71%

----------------------------
(1) Balances are net of deferred loan origination costs, undisbursed proceeds of construction loans in process, and include
    nonaccrual loans.
(2) Includes mortgage-backed securities available-for-sale and held-to-maturity.
(3) Includes investment securities available-for-sale and held-to-maturity.
(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the
    weighted average cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income as a percentage of average interest-earning assets.

</TABLE>


                                                       21

<PAGE> 22
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                       YIELDS ON AVERAGE INTEREST EARNING ASSETS AND RATES
                             ON AVERAGE INTEREST BEARING LIABILITIES
                                         (IN THOUSANDS)


                                             NINE MONTHS ENDED JUNE 30,             NINE MONTHS ENDED JUNE 30,
                                                      2004                                    2003
                                          AVERAGE                YIELD/          AVERAGE                YIELD/
                                          BALANCE   INTEREST      RATE           BALANCE   INTEREST      RATE
                                          -------   --------      ----           -------   --------      ----
<S>                                     <C>         <C>           <C>          <C>          <C>           <C>
Interest earning assets:
     Loans receivable (1)               $  55,742   $  2,600       6.22%       $  59,805    $ 3,057       6.82%
     Interest-bearing deposits (2)          2,490         37       1.98%           1,318         17       1.72%
     Investment securities (3)            106,662      3,510       4.39%          78,468      2,289       3.89%
     Mortgage-backed securities            34,506      1,133       4.38%          50,045      2,307       6.15%
     Federal funds sold                     1,751         12       0.91%          12,019        115       1.28%
     Other                                  3,109        250      10.72%             -          212         -
                                        ---------   --------   ---------       ---------    -------      ------
Total interest earning assets             204,260      7,542       4.92%         201,655      7,997       5.29%
Non-interest earning assets                14,530                                 17,783
                                        ---------                              ---------
Total assets                            $ 218,790                              $ 219,438
                                        =========                              =========

Interest bearing liabilities:
     Deposit accounts                     141,080      1,398       1.32%         151,129      2,260       1.99%
     Federal Home Loan Bank
        advances                           39,659      1,569       5.27%          35,000      1,516       5.78%
     Other borrowings                       5,707         60       1.40%            -            -          -
                                        ---------   --------   ---------       ---------    -------      ------
Total interest bearing liabilities        186,446      3,027       2.16%         186,129      3,776       2.70%
Non-interest bearing liabilities              885                                  4,117
                                        ---------                              ---------
     Total liabilities                    187,331                                190,246
Total equity                               31,459                                 29,192
                                        ---------                              ---------
     Total liabilities and equity       $ 218,790                              $ 219,438
                                        =========                              =========

Net interest spread (4)                             $  4,515       2.76%                    $ 4,221       2.58%
Net interest margin as a percentage
   of interest-earning assets (5)                                  2.95%                                  2.79%


------------------------------
(1)  Balances are net of deferred loan origination costs, undisbursed proceeds of construction loans in process, and include
     nonaccrual loans.
(2)  Includes mortgage-backed securities available-for-sale and held-to-maturity.
(3)  Includes investment securities available-for-sale and held-to-maturity.
(4)  Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the
     weighted average cost of interest-bearing liabilities.
(5)  Net interest margin represents net interest income as a percentage of average interest-earning assets.

</TABLE>




                                                       22
<PAGE> 23
<TABLE>
<CAPTION>


                                   DUTCHFORK BANCSHARES, INC.
                              ANALYSIS OF ALLOWANCE FOR LOAN LOSSES


                                                       THREE MONTHS ENDED JUNE 30,        NINE MONTHS ENDED JUNE 30,
                                                       ----------------------------      ---------------------------
                                                          2004              2003              2004          2003
                                                       ----------       -----------      -----------     -----------
<S>                                                    <C>               <C>              <C>             <C>
Allowance for loan losses, beginning of period         $ 395,496         $ 456,288        $ 400,892       $ 424,322

Charged-off loans:
     One- to four-family real estate
     Multi-family
     Commercial real estate
     Construction
     Land
     Commercial                                                                             141,242          41,222
     Consumer                                             48,784           164,702          122,804         260,483
                                                       ---------         ---------        ---------       ---------
         Total charged-off loans                          48,784           164,702          264,046         301,705
                                                       ---------         ---------        ---------       ---------

Recoveries on loans previously charged off:
     One- to four-family real estate
     Multi-family
     Commercial real estate
     Construction
     Land
     Commercial                                           97,825                             97,825
     Consumer                                             11,615            72,231           36,481         101,200
                                                       ---------         ---------        ---------       ---------
         Total recoveries                                109,440            72,231          134,306         101,200
                                                       ---------         ---------        ---------       ---------

Net loans charged-off (recovered)                        (60,656)           92,471          129,740         200,505
                                                       ----------        ---------        ---------       ---------
Provision for loan losses                                 21,437            30,000          206,437         170,000
                                                       ---------         ---------        ---------       ---------

Allowance for loan losses, end of period               $ 477,589         $ 393,817        $ 477,589       $ 393,817
                                                       =========         =========        =========       =========

Net loans charged-off to average interest-earning
   loans                                                  (0.11%)            0.16%            0.23%           0.34%

Allowance for loan losses to total loans                   0.92%             0.65%            0.92%           0.65%

Allowance for loan losses to nonperforming loans
   and troubled debt restructurings                       94.78%            66.19%           94.78%          66.19%

Net loans charged-off to allowance for loan losses       (12.70%)           23.48%           27.17%          50.91%

Recoveries to charge-offs                                224.34%            43.86%           50.86%          33.54%

</TABLE>


                                                       23

<PAGE> 24


ITEM 3.  CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and procedures. The Company maintains
     ----------------------------------------------------
     controls and procedures designed to ensure that information  required to be
     disclosed  in the  reports  that the  Company  files or  submits  under the
     Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
     reported  within the time  periods  specified in the rules and forms of the
     Securities and Exchange  Commission.  Based upon their  evaluation of those
     controls and procedures performed within 90 days of the filing date of this
     report,  the chief executive officer and the chief financial officer of the
     Company  concluded  that the Company's  disclosure  controls and procedures
     were effective.

(b)  Changes  in  internal controls. The Company made no significant changes  in
     ------------------------------
     its internal controls or in other factors that could  significantly  affect
     these  controls  subsequent to the date of the evaluation of those controls
     by the chief executive officer and the chief financial officer.





                                       24

<PAGE> 25


PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no material legal proceedings to which the Company or any of its
subsidiaries is a party or which any of their property is the subject.

ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
         SECURITIES

<TABLE>
<CAPTION>

                                                                                                           (d)
                                                                                                   Maximum number (or
                               (a)                 (b)                      (c)                   approximate dollar value
                         Total number of     Average price    Total number of shares (or units)   of shares (or units) that
                        shares (or units)    paid per share   purchased as part of publicly         may yet be purchased
                           purchased           (or unit)      announced plans or programs        under the plans or programs
                           -------------       ---------      ---------------------------        ---------------------------
<S>                            <C>                <C>                     <C>                               <C>
Period
------
Apr 1,2004
 through Apr 30,
  2004                         ---                ---                     ---                               ---

May 1,2004
 through May 31,
 2004                          ---                ---                     ---                               ---

Jun 1,2004
 through Jun
 30, 2004                      ---                ---                     ---                               ---

Total                          ---                ---                     ---                               ---

</TABLE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE

ITEM 5.  OTHER INFORMATION

     NONE




                                       25

<PAGE> 26

<TABLE>
<CAPTION>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      <S>   <C>      <C>
      (a)   Exhibits
             3.1     Certificate of incorporation of DutchFork Bancshares, Inc.(1)
             3.2     Bylaws of DutchFork Bancshares, Inc. (1)
             4.0     Specimen Stock Certificate of DutchFork Bancshares, Inc. (1)
             10.1    Newberry Federal Savings Bank Employment Agreement with J. Thomas Johnson (2)
             10.2    Newberry Federal Savings Bank Employment Agreement with Steve P. Sligh (2)
             10.3    DutchFork Bancshares, Inc. Employment Agreement with J. Thomas Johnson (2)
             10.4    DutchFork Bancshares, Inc. Employment Agreement with Steve P. Sligh (2)
             10.5    Newberry Federal Savings Bank Employee Severance Compensation Plan (2)
             10.6    Adoption Agreement for Employees' Savings & Profit Sharing Plan & Trust (1)
             10.7    DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3)
             10.8    Newberry Federal Savings Bank Director Deferred Compensation Plan (4)
             31.1    Rule 13a-14(a)/15d-14(a) Certification (President and Chief Executive Officer)
             31.2    Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)
             32.0    Section 1350 Certifications
</TABLE>

      (b) Reports on Form 8-K

          The Company furnished a Current Report on Form 8-K on May 10, 2004
          announcing its financial results for the quarter ended March 31, 2004.

          The Company filed a Current Report on Form 8-K on April 14, 2004
          announcing that it entered into an Agreement and Plan of Merger with
          First Community Corporation.










<TABLE>
<CAPTION>
        --------------------------
        <S>    <C>
        (1)    Incorporated herein by reference from the Exhibits to Form SB-2, Registration Statement
               and amendments thereto, initially filed on March 8, 2000, Registration No. 333-31986.
        (2)    Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-KSB for the
               fiscal year ended September 30, 2000.
        (3)    Incorporated herein by reference from the Definitive Proxy Statement for the 2001 Annual Meeting of
               Stockholders.
        (4)    Incorporated herein by reference from the Exhibits to Form S-8 Registration Statement, filed on
               August 23, 2001, Registration No. 333-68214.
</TABLE>




                                                   26

<PAGE> 27


         SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


         DUTCHFORK BANCSHARES, INC.
         --------------------------
                (Registrant)



         Date: August 13, 2004

                                           /s/ J. Thomas Johnson
                                           ---------------------
                                           J. Thomas Johnson
                                           President and Chief Executive Officer





                                           /s/ Steve P. Sligh
                                           ------------------
                                           Steve P. Sligh
                                           Executive Vice President and Chief
                                           Financial Officer





                                       27