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 March 31, 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 of Incorporation                I.R.S. Employer Identification

                1735 Wilson Road, Newberry, South Carolina 29108
                     (Address of Principal Executive Office)

                                 (803) 321-3200
                (Issuer's Telephone Number, Including Area Code)

                                       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) or 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 May 3, 2004.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

Consolidated Balance Sheets at March 31, 2004 and September 30, 2003 (unaudited)

Consolidated Statements of Income for the Three Months and Six Months Ended
March 31, 2004 and 2003 (unaudited)

Consolidated Statements of Comprehensive Operations for the Three Months and Six
Months Ended March 31, 2004 and 2003 (unaudited)

Consolidated Statements of Changes in Stockholders' Equity for the Six Months
Ended March 31, 2004 (unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended March 31, 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>

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>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          March 31,        September 30,
                                                            2004                2003
                                                        ------------       -------------
                                                         (unaudited)        (unaudited)
<S>                                                     <C>                 <C>
Assets
Cash and cash equivalents                               $  7,223,152        $  2,653,640
Investments and mortgage-backed securities:
      Available-for-sale:
           Investments (cost of $109,656,830 and
             $143,998,688 at March 31, 2004 and
             September 30, 2003, respectively)           106,331,326         141,851,562
           Mortgage-backed securities (cost of
             $26,715,120 and $19,117,095 at
             March 31, 2004 and September 30,
             2003, respectively)                          24,000,523          18,908,681
      Held-to-maturity:
           Investments (fair value of $2,226,810
             and $50,000 at March 31, 2004 and
             September 30, 2003, respectively)             2,050,000              50,000
           Mortgage-backed securities (fair
             value of $1,183,135 and $1,368,324
             at March 31, 2004 and September 30,
             2003 respectively)                            1,160,645           1,355,226
Loans receivable                                          55,136,420          58,371,056
Premises, furniture and equipment, net                     3,063,832           3,179,428
Accrued interest receivable:
      Loans and mortgage-backed securities                   340,198             346,945
      Investments and other property                         637,530             690,454
Prepaid assets                                               259,287             408,299
Prepaid income taxes and taxes receivable                    775,292             518,585
Deferred tax asset                                           619,240             936,622
Other                                                      5,451,940           5,782,861
                                                        ------------        ------------
Total assets                                            $207,049,385        $235,053,359
                                                        ============        ============
</TABLE>


                                       4
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                     Consolidated Balance Sheets (continued)

<TABLE>
<CAPTION>
                                                                March 31,           September 30,
                                                                   2004                  2003
                                                              -------------         -------------
                                                               (unaudited)           (unaudited)
<S>                                                           <C>                   <C>
Liabilities and stockholders' equity
Liabilities:
      Deposit accounts                                        $ 139,984,057         $ 143,429,056
      Federal Home Loan Bank advances                            35,000,000            55,000,000
      Advances from borrowers for taxes
         and insurance                                               32,194                62,316
      Federal funds purchased                                            --             2,613,022
      Accrued income taxes payable                                   12,894               317,382
      Accrued expenses                                              642,320               748,729
      Accrued interest payable                                      173,746               234,581
      Other                                                         102,194                90,502
                                                              -------------         -------------
Total liabilities                                               175,947,405           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 March 31,2004 and
         September 30, 2003                                          15,605                15,605
      Additional paid-in capital                                 15,136,730            15,022,479
      Retained earnings, substantially restricted                32,625,609            31,446,192
      Accumulated other comprehensive income (loss)              (4,324,519)           (1,470,979)
      Treasury stock (434,569 shares at March 31,
      2004 and September 30, 2003)                              (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              (1,076,679)           (1,102,884)
                                                              -------------         -------------
Total stockholders' equity                                       31,101,980            32,557,771
                                                              -------------         -------------
Total liabilities and stockholders' equity                    $ 207,049,385         $ 235,053,359
                                                              =============         =============
</TABLE>


                                       5
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                    Three Months Ended             Six Months Ended
                                                         March 31,                     March 31,
                                                    2004           2003           2004           2003
                                                 ----------     ----------     ----------     ----------
                                                 (unaudited)    (unaudited)    (unaudited)    (unaudited)
<S>                                              <C>            <C>            <C>            <C>
Interest income:
      Loans receivable                           $  865,876     $  988,838     $1,776,235     $2,079,482
      Investments                                 1,127,473        486,478      2,402,866      1,336,373
      Mortgage-backed and related securities        394,107        732,965      1,123,909      1,458,512
      Other interest-earning assets                  96,446         83,078        203,918        136,867
                                                 ----------     ----------     ----------     ----------
           Total interest income                  2,483,902      2,291,359      5,506,928      5,011,234
                                                 ----------     ----------     ----------     ----------

Interest expense:
      Interest expense on deposit accounts          461,056        757,416        944,025      1,627,997
      Federal Home Loan Bank advances               507,325        509,091      1,061,598      1,014,965
      Other borrowings                               23,845             84         56,677             84
                                                 ----------     ----------     ----------     ----------
      Total interest expense                        992,226      1,266,591      2,062,300      2,643,046
                                                 ----------     ----------     ----------     ----------

Net interest income                               1,491,676      1,024,768      3,444,628      2,368,188
      Provision for loan losses                     185,000        140,000        185,000        140,000
                                                 ----------     ----------     ----------     ----------
      Net interest income after
         provision for loan losses                1,306,676        884,768      3,259,628      2,228,188
                                                 ----------     ----------     ----------     ----------

Noninterest income:
      Gain (loss) on sale of securities, net        505,993      1,447,136        577,084      1,853,829
      Loan servicing fees                               560            895          1,104          2,758
      Bank service charges                          140,981        137,546        276,572        275,637
      Other                                          52,939        105,987        112,622        207,545
                                                 ----------     ----------     ----------     ----------
           Total noninterest income                 700,473      1,691,564        967,382      2,339,769
                                                 ----------     ----------     ----------     ----------

Noninterest expense:
      Compensation and benefits                     945,826        800,720      1,669,242      1,651,474
      Occupancy                                     104,111        110,937        207,555        227,702
      Furniture and equipment                        18,275         19,102         35,855         31,317
      Marketing                                      19,932         24,612         42,791         52,189
      Other                                         390,841        550,501        933,002        896,062
                                                 ----------     ----------     ----------     ----------
           Total noninterest expense              1,478,985      1,505,872      2,888,445      2,858,744
                                                 ----------     ----------     ----------     ----------

Income before income taxes                          528,164      1,070,460      1,338,565      1,709,213
Provision for Income taxes                           69,958        184,879        159,146        257,191
                                                 ----------     ----------     ----------     ----------
Net income                                       $  458,206     $  885,581     $1,179,419     $1,452,022
                                                 ==========     ==========     ==========     ==========

Net income per share (basic)                     $      .46     $      .85     $     1.19     $     1.38
                                                 ==========     ==========     ==========     ==========

Net income per share (diluted)                   $      .43     $      .81     $     1.11     $     1.31
                                                 ==========     ==========     ==========     ==========
</TABLE>


                                       6
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
               Consolidated Statements of Comprehensive Operations

<TABLE>
<CAPTION>
                                                         Three Months Ended                Six Months Ended
                                                             March 31,                         March 31,
                                                      2004             2003             2004             2003
                                                   -----------      -----------      -----------      -----------
                                                   (unaudited)      (unaudited)      (unaudited)      (unaudited)
<S>                                                <C>              <C>              <C>              <C>
Net income                                         $   458,206      $   885,581      $ 1,179,419      $ 1,452,022

Other comprehensive income (loss), net of tax:
      Unrealized (losses) arising during
         the period, net of tax effect of
         $469,770, $121,600, $1,067,948 and
         $550,038 for the three months ended
         months ended March 31, 2004 and
         2003 and the six months ended March
         31, 2004 and 2003, respectively            (1,879,080)        (198,909)      (2,853,540)        (899,727)
                                                   -----------      -----------      -----------      -----------

Comprehensive income (loss)                        $(1,420,874)     $   686,672      $(1,674,121)     $   552,295
                                                   ===========      ===========      ===========      ===========
</TABLE>


                                       7
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                         Additional                         Other
                             Number of       Common       Paid-in          Retained     Comprehensive
                              Shares         Stock        Capital          Earnings     Income (Loss)
                            ----------      -------     -----------      -----------     -----------
                                                                                          (unaudited)
<S>                          <C>            <C>         <C>              <C>             <C>
Balance at September
   30, 2003                  1,084,768      $15,605     $15,022,479      $31,446,192     $(1,470,979)
Net income                                                                 1,179,417
Release of 4,160 ESOP
   shares                                                   133,339
Release of Incentive
   Plan shares                   8,114                      (19,088)
Purchase of treasury
   stock                        (1,860)
Change in net
   unrealized
   depreciation on
   investments
   available for sale
   (net of deferred and
   current income taxes
   of $1,067,948)                                                                         (2,853,540)
                            ----------      -------     -----------      -----------     -----------
Balance at March
   31, 2004                  1,091,022      $15,605     $15,136,730      $32,625,609     $(4,324,519)
                            ==========      =======     ===========      ===========     ===========

<CAPTION>
                             Treasury         Incentive                       Stockholders'
                               Stock            Plan          ESOP Loan          equity
                            ------------      ---------      -----------      ------------
                                                                               (unaudited)
<S>                         <C>               <C>            <C>              <C>
Balance at September
   30, 2003                 $(10,543,034)     $(809,608)     $(1,102,884)     $ 32,557,771
Net income                                                                       1,179,417
Release of  4,160 ESOP
   shares                                                         26,205           159,544
Release of Incentive
   Plan shares                                  152,462                            133,374
Purchase of treasury
   stock                         (74,586)                                          (74,586)
Change in net
   unrealized
   depreciation on
   investments
   available for sale
   (net of deferred and
   current income taxes
   of $1,067,948)                                                               (2,853,540)
                            ------------      ---------      -----------      ------------
Balance at March
   31, 2004                 $(10,617,620)     $(657,146)     $(1,076,679)     $ 30,101,980
                            ============      =========      ===========      ============
</TABLE>


                                       8
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                  Six Months Ended March 31,
                                                                    2004              2003
                                                                ------------      ------------
                                                                 (unaudited)       (unaudited)
<S>                                                             <C>               <C>
Operating Activities
Net income                                                      $  1,179,417      $  1,452,022
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
      Depreciation                                                   139,818           158,115
      Provision for loan losses                                      185,000                --
      Incentive plan shares issued                                   152,462                --
      (Gain) loss on sales of investments and mortgage-
           backed securities                                        (577,084)       (1,853,829)
      Net (gain) loss on sales on loans                               (3,906)          (48,201)
      Increase (decrease) in deferred loan origination fees               --           (19,074)
      Amortization of premiums (discounts) on investments,
         mortgage-backed securities and loans                        120,927           (14,004)
      Decrease (increase) in accrued interest receivable              59,671            23,736
      Decrease (increase) in prepaid and other assets                223,226        (4,858,567)
      Decrease (increase) in deferred tax asset                      317,382           550,040
      Increase (decrease) in accrued interest payable                (60,835)          100,699
      Increase (decrease) in accounts payable and accrued
        expenses                                                    (106,409)               --
      Increase (decrease) in other liabilities                    (1,811,135)           52,061
      Origination of loans held for sale                            (721,950)       (5,666,750)
      Proceeds from sales of trading securities                           --         6,500,000
      Purchases of trading securities                                     --       (10,000,000)
      Proceeds from sale of loans held for sale                      157,456         5,501,869
                                                                ------------      ------------
Net cash provided (used) by operating activities                    (745,960)       (8,121,883)
                                                                ------------      ------------
</TABLE>


                                       9
<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                Consolidated Statements of Cash Flows (continued)

<TABLE>
<CAPTION>
                                                            Six Months Ended March 31,
                                                              2004               2003
                                                         -------------      -------------
                                                          (unaudited)         (unaudited)
<S>                                                      <C>                <C>
Investing Activities
Principal payments on mortgage-backed securities             5,747,237         45,006,812
Loan proceeds                                                       --          6,419,265
Purchases of available-for-sale securities                 (21,668,893)      (178,721,743)
Purchases of investments held to maturity                   (2,000,000)                --
Proceeds from sales of available-for-sale securities        43,052,575        116,130,026
Net (increase) decrease in loans receivable                  3,618,036          2,973,518
Purchases of premises, furniture and equipment                 (24,222)           (43,732)
                                                         -------------      -------------
Net cash provided (used) by investing activities            28,724,733         (8,235,854)
                                                         -------------      -------------

Financing Activities
Net increase (decrease) in deposit accounts                 (3,444,999)           561,248
Proceeds from Federal Home Loan Bank advances              (20,000,000)                --
Proceeds from other borrowings                              32,340,000                 --
Repayments of other borrowings                             (32,340,000)                --
Release of ESOP shares                                          26,205                 --
Repayment of ESOP loan                                              --             24,133
Purchase of treasury stock                                      39,655         (2,589,368)
Unallocated incentive plan                                          --            152,462
Increase (decrease) in advances from borrowers for
   taxes and insurance                                         (30,122)           (14,983)
                                                         -------------      -------------
Net cash provided by financing activities                  (23,409,261)        (1,866,508)
                                                         -------------      -------------
Net increase (decrease) in cash and cash equivalents         4,569,512        (18,224,245)
Cash and cash equivalents at beginning of year               2,653,640         21,130,629
                                                         -------------      -------------
Cash and cash equivalents at end of year                 $   7,223,152      $   2,906,384
                                                         =============      =============

Supplemental Disclosures of Cash Flow Information:

Cash paid (received) during the year for:
       Interest                                          $   2,765,185      $   4,539,257
       Taxes                                             $    (667,412)     $     120,956
</TABLE>


                                       10
<PAGE>

                           DutchFork Bancshares, Inc.
                          Notes to Financial Statements
                                 March 31, 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>

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              Six Months Ended
                                                     March 31,                      March 31,
                                             -------------------------     -------------------------
                                                2004           2003           2004           2003
                                             ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
      Basic EPS computation:
         Numerator                           $  458,206     $  885,581     $1,179,419     $1,452,022
                                             -------------------------------------------------------

      Denominator                               991,793      1,037,245        989,365      1,054,744
                                             ----------     ----------     ----------     ----------

      Basic EPS                              $     0.46     $     0.85     $     1.19     $     1.38
                                             ==========     ==========     ==========     ==========

      Diluted EPS computation:
         Numerator                           $  458,206     $  885,581     $1,179,419     $1,452,022
                                             -------------------------------------------------------
      Denominator:
         Common shares outstanding              991,793      1,037,245        989,365      1,054,744
      Dilutive securities:
         Stock options - treasury stock
            method                               57,891         44,777         58,519         42,110
         Incentive plan - treasury stock
            method                               11,517         12,595         12,678         12,585
                                             ----------     ----------     ----------     ----------
                                              1,061,201      1,094,617      1,060,562      1,109,439
                                             ----------     ----------     ----------     ----------
                                             $     0.43     $     0.81     $     1.11     $     1.31
                                             ==========     ==========     ==========     ==========
</TABLE>

            The average market price used in calculating the assumed number of
shares issued for the three months and six months ended March 31, 2004 and 2003
was $38.29 and $29.17, $38.85 and $27.87 per share, respectively.

Note 4 - Subsequent Event

      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.

      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.


                                       12
<PAGE>

      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 March 31, 2004 and September 30, 2003:

      Total assets decreased by $28.1 million from $235.1 million at September
30, 2003 to $207.0 million at March 31, 2004. During the six months ended March
31, 2004, the Bank repaid $20.0 million of Federal Home Loan Bank advances and
$2.6 million of federal funds purchased. In addition, deposit account balances
declined by $3.4 million during the six month period. The repayment of these
balances resulted in a decrease in investments. Investments declined $35.5
million and mortgage backed securities increased by $6.9 million.

      At March 31, 2003, 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.


                                       13
<PAGE>

      Loans receivable at March 31, 2004 and September 30, 2003 were as follows:

                                                    March 31,     September 30,
                                                      2004             2003
                                                   -----------    -------------
      Commercial real estate                       $11,069,187     $10,966,123
      Commercial - other                             7,903,569       8,719,151
      Real estate construction                         751,000         811,000
      Residential mortgage - 1-4 family             23,500,948      25,192,999
      Second mortgage loans, home equity
        loans and lines of credit                    5,265,908       5,671,360
      Multi-family                                     775,725         812,001
      Consumer loans                                 6,684,176       7,064,593
                                                   -----------     -----------
                                                    55,950,513      59,237,227
                                                   -----------     -----------

      Less:
           Allowance for loan losses                   395,496         400,892
           Loans in process                            418,347         464,996
           Deferred loan origination fees, net             250             283
                                                   -----------     -----------
                                                       814,093         866,171
                                                   -----------     -----------
      Loans receivable, net                        $55,136,420     $58,371,056
                                                   ===========     ===========

      Loans receivable declined by $3,235,000 during the six months ended March
31, 2004 due to loan pay-offs largely due to the declining interest rate
environment.

      Non-accrual loans totaled $481,163 at March 31, 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 March 31, 2004 and September 30, 2003. Loans receivable that were
troubled debt restructurings totaled $457,759 at March 31, 2004 and $193,000 at
September 30, 2003. Interest income that would have been recorded for the six
months ended March 31, 2004, had nonaccruing loans been current according to
their original terms, amounted to approximately $42,850. The Bank included
income on such loans of $26,755 in total interest income for the six months
ended March 31, 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 March 31, 2004 include $5,444,000 and $5,340,000,
respectively of cash surrender value of Bank-owned life insurance on directors,
officers and employees.

      At March 31, 2004, total equity was $31.1 million, after a $4.3 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 gain,
net of taxes, on the investment and mortgage-backed securities portfolios
classified as available-for-sale. During the six months ended March 31, 2004,
the market values of investments and mortgage-backed securities decreased by
$3,921,448, and after the tax effect of $1,067,948, equity decreased by
$2,853,540 from this decrease in market values.


                                       14
<PAGE>

Comparison of Operating Results for the Three Months Ended March 31, 2004 and
March 31, 2003:

Net Income

      Net income for the three months ended March 31, 2003 decreased by $427,000
to $458,000 when compared to the same period for the prior year. Net interest
income, after the provision for loan losses, increased by $422,000, and
non-interest income decreased by $991,000. The decrease in non-interest income
was primarily due to a decrease of $941,000 gain on the sale of securities.

Net Interest Income

      Net interest income increased from $1.0 million for the three months ended
March 31, 2003 to $1.5 million for the same period in 2004. This was a result of
a $193,000 increase in total interest income and a $274,000 decrease in total
interest expense.

      Total interest income increased by $193,000 primarily due to a 0.37%
increase in the average yield. Average interest-earning assets remained
relatively constant.

      Total interest expense decreased due to a $274,000 due to a 0.56% decrease
in the average interest rate paid, and a $3.1 million decrease in average
interest-bearing liabilities.

Provision for Loan Losses

      The provision for loan losses for the three months ended March 31, 2004
was $185,000, compared to $140,000 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 December 31, 2003 and
March 31, 2004 were relatively insignificant, though the overall portfolio did
decline by approximately $1,968,000. The addition to the allowance for the
quarter ended March 31, 2004 was needed to offset charge-offs for the quarter.
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 22 presents an analysis on the Bank's allowance for loan
losses.


                                       15
<PAGE>

Non-Interest Income

      Non-interest income decreased by $991,000, primarily as a result of a
decrease of $941,000, in gains on the sale of securities. Securities were sold
during the three months ended March 31, 2003 as part of a restructuring plan
designed to protect the Bank from the volatility in the rate environment.

Non-Interest Expense

      Non-interest expense decreased from $1,506,000 for the three months ended
March 31, 2003 to $1,479,000 for the three months ended March 31, 2004. The
decrease was primarily a result of a decrease in other expenses in the period
ended March 31, 2004, which was partially offset by an increase in compensation
and benefits.

Provision for Income Taxes

      Income tax decreased by $115,000 for the three months ended March 31, 2004
when compared with the same period for the prior year due to the decline in
income and due to the lower effective rate since the dividend exclusion on
preferred stocks was a greater portion of income before income taxes.

Comparison of Operating Results for the Six Months Ended March 31, 2004 and
March 31, 2003:

Net Income

      Net income for the six months ended March 31, 2004 decreased by $273,000
to $1.2 million when compared to the same period for the prior year. Net
interest income, after the provision for loan losses, increased by $1,031,000,
and non-interest income decreased by $1.4 million. The decrease in non-interest
income was primarily due to a $1.3 million decrease in the gain on the sale of
securities during the period ended March 31, 2004.

Net Interest Income

      Net interest income increased from $2.4 million for the six months ended
March 31, 2003 to $3.4 million for the same period in 2004. This was a result of
a $496,000 increase in total interest income and a $581,000 decrease in total
interest expense.

      Total interest income increased due to a $7.5 million increase in average
interest earning assets, along with a .29% increase in the average yield.

      Total interest expense decreased by $581,000 due to a .67% decrease in the
average interest rate paid which was only partially offset by a $4.5 million
increase in average interest bearing liabilities.


                                       16
<PAGE>

Provision for Loan Losses

      The provision for loan losses for the six months ended March 31, 2004 was
$185,000, compared to $140,000 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 addition to the allowance for the six months ended March 31, 2004
was needed to offset the charge-offs for the six months ended March 31, 2004 and
to increase the allowance to the approximate level at the beginning of the
period. 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.

Non-Interest Income

      Non-interest income decreased by $1.4 million, primarily as a result of a
decrease of $1.3 million in gains on the sale of securities. Securities were
sold during the six months ended March 31, 2004 as part of a restructuring plan
designed to protect the Bank from the volatility in the rate environment.

Non-Interest Expense

      Non-interest expense increased by $30,000 for the six months ended March
31, 2004 with no significant changes from category to category for the same
period for the prior year.

Provision for Income Taxes

      Income tax decreased by $98,000 for the six month period ended March 31,
2004 when compared with the similar period for the prior year due to the decline
in income before income taxes and due to the lower effective rate since the
dividend exclusion on preferred stocks was a greater portion of income before
income taxes.


                                       17
<PAGE>

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 and
held for trading, represented 60.95% of assets at March 31, 2003.

      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 March 31, 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>
March 31, 2004:
  Tangible capital       15.82%     $33,745      2.00%     $ 4,266       N/A          N/A
  Core capital           15.82%     $33,745      4.00%     $ 8,532      5.00%     $10,666
  Risk-based capital     19.43%     $34,020      8.00%     $14,008     10.00%     $17,510
</TABLE>


                                       18
<PAGE>

                           DutchFork Bancshares, Inc.
               Yields on Average Interest Earning Assets and Rates
                     On Average Interest Bearing Liabilities
                                 (In Thousands)

<TABLE>
<CAPTION>
                                           Three Months Ended March 31,         Three Months Ended March 31,
                                                        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)               $ 56,525     $    866      6.13%     $ 58,915     $    989      6.71%
      Interest-bearing deposits (2)         2,592           15      2.31%          305            4      5.25%
      Investment securities (3)           103,742        1,125      4.34%       83,151          454      2.18%
      Mortgage-backed securities           32,330          394      4.87%       44,514          733      6.59%
      Federal funds sold                    1,437            3       .84%       11,713           34      1.16%
      Other                                 2,877           81     11.40%           --           77        --
                                         --------     --------     -----      --------     --------     -----
Total interest earning assets             199,503        2,484      4.98%      198,598        2,291      4.61%
Non-interest earning assets                15,031                               21,452
                                         --------                             --------
Total assets                             $214,534                             $220,050
                                         ========                             ========

Interest bearing liabilities:
Deposits:
      Deposit accounts                   $142,787          461      1.29%     $151,202          758      2.00%
      Federal Home Loan Bank
          advances                         35,000          507      5.81%       35,000          509      5.82%
      Other borrowings                      5,322           24      1.80%           --           --        --
                                         --------     --------                --------     --------     -----
Total interest bearing
         liabilities                      183,109          992      2.16%      186,202        1,267      2.72%
Non-interest bearing liabilities              487                                2,636
                                         --------                             --------
      Total liabilities                   183,596                              188,838
Total retained earnings                    30,938                               31,212
                                         --------                             --------
      Total liabilities and retained
        earnings                         $214,534                             $220,050
                                         ========                             ========

Net interest spread (4)                               $  1,492      2.82%                  $  1,024      1.89%
Net interest margin as a percentage
   of interest-earning assets (5)                                   2.99%                                2.06%
</TABLE>

----------
      (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.


                                       19
<PAGE>

                           DutchFork Bancshares, Inc.
               Yields on Average Interest Earning Assets and Rates
                     On Average Interest Bearing Liabilities
                                 (In Thousands)

<TABLE>
<CAPTION>
                                             Six Months Ended March 31,           Six Months Ended March 31,
                                                        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)               $ 56,984     $  1,776      6.23%     $ 60,074     $  2,079      6.92%
      Interest-bearing deposits (2)         2,553           35      2.74%        1,789            9      1.01%
      Investment securities (3)           109,794        2,399      4.37%       72,031        1,246      3.45%
      Mortgage-backed securities           36,655        1,124      6.13%       55,118        1,459      5.29%
      Federal funds sold                      790            4      1.01%       13,500           90      3.95%
      Other                                 3,231          169     10.46%           --          128        --
                                         --------     --------     -----      --------     --------     -----
Total interest earning assets             210,007        5,507      5.24%      202,512        5,011      4.94%
Non-interest earning assets                15,406                               18,823
                                         --------                             --------
Total assets                             $225,413                             $221,335
                                         ========                             ========

Interest bearing liabilities:
Deposits:
      Deposit accounts                   $141,517          944      1.33%     $152,158        1,628      2.13%
      Federal Home Loan Bank
        advances                           41,989        1,062      5.06%       35,000        1,015      5.82%
      Other borrowings                      8,159           57      1.39%           --           --        --%
                                         --------     --------     -----      --------     --------     -----
Total interest bearing
         liabilities                      191,665        2,063      2.15%      187,158        2,643      2.82%
Non-interest bearing liabilities            2,233                                1,568
                                         --------                             --------
      Total liabilities                   193,898                              188,726
Total retained earnings                    31,515                               32,609
                                         --------                             --------
      Total liabilities and retained
        earnings                         $225,413                             $221,335
                                         ========                             ========

Net interest spread (4)                               $  3,444      3.10%                  $  2,368      2.12%
Net interest margin as a percentage
   of interest-earning assets (5)                                   3.28%                                2.33%
</TABLE>

----------
      (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.


                                       20
<PAGE>

                           DutchFork Bancshares, Inc.
                      Analysis of Allowance for Loan Losses

<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,     Six Months Ended March 31,
                                                    ----------------------------     --------------------------
                                                         2004          2003              2004          2003
                                                       --------      --------          --------      --------
<S>                                                    <C>           <C>               <C>           <C>
Allowance for loan losses, beginning of period         $371,234      $318,054          $400,892      $424,322

Charged-off loans:
      One- to four-family real estate
      Multi-family
      Commercial real estate
      Construction
      Land
      Commercial                                        141,242                         141,242        41,222
      Consumer                                           40,356        14,676            74,020        95,781
                                                       --------      --------          --------      --------
           Total charged-off loans                      181,598        14,676           215,262       137,003
                                                       --------      --------          --------      --------

Recoveries on loans previously charged off:
      One- to four-family real estate
      Multi-family
      Commercial real estate
      Construction
      Land
      Commercial
      Consumer                                           20,860        12,910            24,866        28,969
                                                       --------      --------          --------      --------
           Total recoveries                              20,860        12,910            24,866        28,969
                                                       --------      --------          --------      --------

Net loans charged-off                                   160,738         1,766           190,396       108,034
                                                       --------      --------          --------      --------
Provision for loan losses                               185,000       140,000           185,000       140,000
                                                       --------      --------          --------      --------

Allowance for loan losses, end of period               $395,496      $456,288          $395,496      $456,288
                                                       ========      ========          ========      ========

Net loans charged-off to average interest-earning
   loans                                                   0.32%         0.00%             0.38%         0.18%

Allowance for loan losses to total loans                   0.71%         0.77%             0.71%         0.77%

Allowance for loan losses to nonperforming loans
   and troubled debt restructurings                       68.54%        43.60%            68.54%        43.60%

Net loans charged-off to allowance for loan losses        45.92%         0.38%            48.14%        23.77%

Recoveries to charge-offs                                 11.49%        87.36%            11.55%        21.14%
</TABLE>


                                       21
<PAGE>

Item 3. Controls and Procedures

      The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based upon their evaluation, the principal executive officer and
principal financial officer concluded that, as of the end of the period covered
by this report, the Company's disclosure controls and procedures were effective
for the purpose of ensuring that the information required to be disclosed in the
reports that the Company files or submits under the Exchange Act with the
Securities and Exchange Commission (the "SEC") (1) is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and (2) is accumulated and communicated to the Company's management,
including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure. In
addition, based on that evaluation, no change in the Company's internal control
over financial reporting occurred during the three months ended March 31, 2004
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                       22
<PAGE>

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
Jan 1,2004
 through Jan 31,
 2004                            --                 --                          --                               --

Feb 1,2004
 through Feb 29,
 2004                            --                 --                          --                               --

March 1,2004
 through March
 31, 2004                        --                 --                          --                               --

Total                            --                 --                          --                               --
</TABLE>

      (1)   In January 2003, the Company announced a repurchase program under
            which it would repurchase up to $5,000,000 of the Company's common
            stock. The repurchase program expired in January 2004 without the
            full amount being repurchased.

Item 3. Defaults upon Senior Securities

      NONE

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

      On February 5, 2004, the Company held its annual meeting of stockholders
for the purpose of the election of Directors to three-year terms and the
ratification of Clifton D. Bodiford, CPA as the Company's independent auditors.
The number of votes cast at the meeting as to each matter to be acted upon was
as follows:

      Election of Directors         Number of Votes        Number of Votes
      ---------------------               FOR                  WITHHELD
                                    ---------------        ---------------

      Dr. James Wiseman                 872,093                 30,296

      The Directors whose terms continued and the years their terms expire are
as follows: Steve P. Sligh (2005), Dr. Robert Livingston (2005) and Dr. James
Wiseman (2004).


                                       23
<PAGE>

                               Number of Votes  Number of Votes  Number of Votes
                                     FOR            AGAINST          ABSTAIN
                               ---------------  ---------------  ---------------
2. Ratification of Clifton D.
   Bodiford, CPA as the
   Company's Independent
   Auditor                         899,926           1,800             663

Item 5. Other Information

      NONE


                                       24
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

      (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)

            10.9  Form of Newberry Federal Savings Bank Split Dollar Agreement
                  (5)

            10.10 Newberry Federal Savings Bank Salary Continuation Agreement
                  with J. Thomas Johnson (5)

            10.11 Newberry Federal Savings Bank Salary Continuation Agreement
                  with Steve P. Sligh (5)

            10.12 DutchFork Bancshares, Inc. Noncompetition Agreement with J.
                  Thomas Johnson (5)

            10.13 DutchFork Bancshares, Inc. Noncompetition Agreement with Steve
                  P. Sligh (5)

            10.14 Form of Newberry Federal Savings Bank Director Retirement
                  Agreement (5)

            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

      (b)   Reports on Form 8-K

            The Company furnished a Current Report on Form 8-K on February 2,
            2004 announcing its financial results for the three months ended
            December 31, 2003. The press release was included as an exhibit to
            the Form 8-K.

----------
      (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.

      (5)   Incorporated herein by reference from the Exhibits to the Annual
            Report on Form 10-KSB for the fiscal year ended September 30, 2003.


                                       25
<PAGE>

      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: May 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


                                       26