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, 2001

     [_]  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)

              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

     1,560,550  shares of common stock,  par value $0.01 per share,  were issued
and outstanding as of April 30, 2001.

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


<PAGE>

                         PART I - FINANCIAL INFORMATION

     Consolidated Balance Sheet at March 31, 2001 and September 30, 2000

     Consolidated Statements of Income for the Three Months Ended March 31, 2001
          and 2000 and the Six Months Ended March 31, 2001 and 2000

     Consolidated Statements of Changes in Equity for the Six Months Ended March
          31, 2001

     Consolidated  Statements of  Comprehensive  Operations for the Three Months
          Ended March 31, 2001 and 2000 and the Six Months  Ended March 31, 2001
          and 2000

     Consolidated  Statements  of Cash Flows for the Six Months  Ended March 31,
          2001 and 2000

     Notes to Consolidated Financial Statements

     Management's Discussion and Analysis of Results of Operations and Financial
          Condition


                           PART II - OTHER INFORMATION

     Item 1: Legal Proceedings

     Item 2: Changes in Securities and Use of Proceeds

     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,
                                                                                 2001                 2000
                                                                           --------------------------------------
                                                                              (unaudited)            (unaudited)
Assets
<S>                                                                          <C>                   <C>
Cash and cash equivalents                                                    $  3,051,707          $  2,834,538
Investments and mortgage-backed securities:
     Available-for-sale:
         Investments (cost of $30,795,768 and
           $27,429,604 at March 31, 2001 and
           September 30, 2000, respectively)                                   30,648,879            24,772,470
         Mortgage-backed securities (cost of
           $97,927,780 and $110,102,612 at
           March 31, 2001 and September 30,
           2000, respectively)                                                 98,172,237           105,965,236
     Held-to-maturity:
         Investments (fair value of
           $878,179 and $1,141,000 at
           March 31, 2001 and September 30,
           2000, respectively)                                                    878,179             1,141,000
         Mortgage-backed securities (fair
           value of $3,605,258 and $3,493,114
           at March 31, 2001 and September 30,
           2000, respectively)                                                  3,644,533             3,874,486
     Held for trading                                                             400,000                  --
Loans receivable                                                               66,979,523            78,307,565
Repossessed assets                                                                   --                  22,246
Premises, furniture and equipment, net                                          4,164,886             3,600,824
Accrued interest receivable:
     Loans and mortgage-backed securities                                         578,852               560,940
     Investments and other property                                               511,873               925,279
Prepaid assets                                                                    508,055               351,971
Prepaid income tax and tax refunds
   receivable                                                                        --                  43,600
Deferred tax asset                                                                552,658               566,355
Other                                                                           1,139,745             1,101,479
                                                                             ------------          ------------
Total assets                                                                 $211,231,127          $224,067,989
                                                                             ============          ============
</TABLE>

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                            March 31,               September 30,
                                                                              2001                      2000
                                                                         --------------            --------------
                                                                           (unaudited)               (unaudited)
Liabilities and stockholders' equity
Liabilities:
<S>                                                                       <C>                      <C>
     Deposit accounts                                                     $ 132,685,045            $ 147,730,669
     Federal Home Loan Bank advances                                         35,000,000               35,000,000
     Other borrowings                                                           325,041                2,755,000
     Advances from borrowers for taxes
        and insurance                                                            44,945                   60,727
     Accrued income taxes payable                                             3,519,469                  838,707
     Accounts payable - securities                                                 --                  4,785,938
     Accounts payable                                                              --                     21,837
     Accrued expenses                                                           882,324                  655,789
     Accrued interest payable                                                   951,402                  860,231
     Other                                                                       87,803                   63,576
                                                                          -------------            -------------
Total liabilities                                                           173,496,029              192,772,474
                                                                          -------------            -------------

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, 2001 and September 30,
        2000                                                                     15,605                   15,605
     Additional paid-in capital                                              14,564,424               14,554,183
     Retained earnings, substantially restricted                             24,618,750               22,180,461
     Accumulated other comprehensive income (loss)                             (244,490)              (4,216,676)
     Unearned employee stock ownership plan shares                           (1,219,191)              (1,238,058)
                                                                          -------------            -------------
Total stockholders' equity                                                   37,735,098               31,295,515
                                                                          -------------            -------------
Total liabilities and stockholders' equity                                $ 211,231,127            $ 224,067,989
                                                                          =============            =============
</TABLE>

                                       5

<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
                        Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                                         Three Months Ended                 Six Months Ended
                                                                              March 31,                         March 31,
                                                                        2001            2000              2001              2000
                                                                  --------------   --------------    --------------   --------------
                                                                    (unaudited)      (unaudited)       (unaudited)      (unaudited)

Interest income:
<S>                                                                 <C>               <C>               <C>               <C>
     Loans receivable                                               $1,549,746        $1,518,866        $3,210,363        $2,997,050
     Investments                                                     1,123,601           396,807         1,498,616           992,819
     Mortgage-backed and related securities                          1,142,776         1,832,236         3,247,804         3,464,666
     Other interest-earning assets                                      48,213            57,164            97,950           124,707
                                                                    ----------        ----------        ----------        ----------
         Total interest income                                       3,864,336         3,805,073         8,054,733         7,579,242
                                                                    ----------        ----------        ----------        ----------

Interest expense:
     Interest expense on deposit accounts                            1,720,590         1,675,719         3,555,204         3,298,649
     Federal Home Loan Bank advances                                   501,750           532,124         1,003,500         1,026,239
     Other borrowings                                                    1,488            66,538            48,668            92,329
                                                                    ----------        ----------        ----------        ----------

     Total interest expense                                          2,223,828         2,274,381         4,607,372         4,417,217
                                                                    ----------        ----------        ----------        ----------

Net interest income                                                  1,640,508         1,530,692         3,447,361         3,162,025
     Provision for loan losses                                          41,000           105,000            41,000           265,000
                                                                    ----------        ----------        ----------        ----------
     Net interest income after
        provision for loan losses                                    1,599,508         1,425,692         3,406,361         2,897,025
                                                                    ----------        ----------        ----------        ----------

Noninterest income:
     Loan servicing fees                                                 7,784            30,097            22,153            46,938
     Bank service charges                                              194,038           164,199           360,095           336,861
     Gain on sales of securities                                       782,082             9,000           977,169             9,000
     Gain on sale of branch                                          1,828,762              --           1,828,762              --
     Other                                                             232,978            48,480           307,561           100,156
                                                                    ----------        ----------        ----------        ----------
         Total noninterest income                                    3,045,644           251,776         3,495,740           492,955
                                                                    ----------        ----------        ----------        ----------

Noninterest expense:
     Salaries and employee benefits                                    648,563           521,331         1,329,394         1,074,123
     Occupancy                                                          90,716            72,055           175,699           150,511
     Equipment                                                          62,149           105,297           141,192           205,911
     Marketing                                                          30,242            30,899            57,224            79,124
     Other                                                             609,018           417,807         1,134,777           853,048
                                                                    ----------        ----------        ----------        ----------
         Total noninterest expense                                   1,440,688         1,147,389         2,838,286         2,362,717
                                                                    ----------        ----------        ----------        ----------

Income before income taxes                                           3,204,464           530,079         4,063,815         1,027,263
Income taxes                                                         1,292,052           211,807         1,625,526           410,577
                                                                    ----------        ----------        ----------        ----------
Net income                                                          $1,912,412        $  318,272        $2,438,289        $  616,686
                                                                    ==========        ==========        ==========        ==========

Net income per share (basic)                                        $     1.23               N/A        $     1.56               N/A
                                                                    ==========        ==========        ==========        ==========

Net income per share (diluted)                                      $     1.23               N/A        $     1.56               N/A
                                                                    ==========        ==========        ==========        ==========
</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,
                                                                 2001             2000             2001             2000
                                                            ------------      ------------     ------------      -----------
<S>                                                           <C>              <C>              <C>              <C>
Net income                                                    $1,912,412       $  318,272       $2,438,289       $  616,686

Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) arising during
        the period, net of tax effect of $588,160,
        $171,122, $2,429,927 and for the $(361,380)
        for the three months ended March 31, 2001
        and 2000 and the six months ended March
        31, 2001 and 2000, respectively                           65,638          964,679        3,972,186         (805,398)
                                                              ----------       ----------       ----------       ----------

Comprehensive income (loss)                                   $1,978,050       $1,282,951       $6,410,475       $ (188,712)
                                                              ==========       ==========       ==========       ==========
</TABLE>

                                       7

<PAGE>

                           DutchFork Bancshares, Inc.
                                and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
                         Six Months Ended March 31, 2001

<TABLE>
<CAPTION>


                                            Number of                        Additional            Retained
                                             Shares        Common Stock    Paid-in Capital         Earnings
                                          -----------      ------------    ---------------       -------------
<S>                                         <C>            <C>             <C>                   <C>
Balance at September 30, 2000               1,560,550      $     15,605    $    14,554,183       $  22,180,461
      Net income                                                                                     2,438,289
      Release of 887 ESOP shares                                                    10,241
      Change in net unrealized
         depreciation on investments
         available for sale (net of
         deferred and current income
         taxes of $2,429,927)
                                          -----------      -----------     ---------------       -------------
Balance at March 31, 2001                   1,560,550      $    15,605     $    14,564,424       $  24,618,750
                                          ===========      ===========     ===============       =============

<CAPTION>

                                                                   Accumulated
                                              Employee Stock          Other              Total
                                                 Ownership         Comprehensive      Stockholders'
                                                 Plan Loan         Income (Loss)         Equity
                                              --------------      --------------      -------------
<S>                                           <C>                 <C>                 <C>
Balance at September 30, 2000                 $  (1,238,058)      $  (4,216,676)      $  31,295,515
      Net income                                                                          2,438,289
      Release of 887 ESOP shares                     18,867                                  29,108
      Change in net unrealized
         depreciation on investments
         available for sale (net of
         deferred and current income
         taxes of $2,429,927)                                         3,972,186           3,972,186
                                              --------------      --------------      --------------
Balance at March 31, 2001                     $  (1,219,191)      $    (244,490)       $ 37,735,098
                                              ==============      ==============       ============
</TABLE>


                                       8

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Six Months Ended March 31,
                                                                                   2001                 2000
                                                                               --------------      --------------
                                                                                (unaudited)         (unaudited)

Operating Activities
<S>                                                                            <C>                  <C>
Net income                                                                     $  2,438,289         $    616,686
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
     Depreciation                                                                   118,816              112,557
     Provision for losses                                                            41,000              265,000
     (Gain) loss on sales of investments and mortgage-
         backed securities                                                         (957,019)              (9,000)
     Net (gain) loss on sales on loans                                              (35,000)                --
     (Gain) on sale of branch                                                    (1,828,762)                --
     Increase (decrease) in deferred loan origination fees                            2,132                2,147
     Proceeds from sales of investments held for trading                          5,600,000                 --
     Purchases of investments held for trading                                   (6,000,000)                --
     Amortization of premiums (discounts) on investments,
        mortgage-backed securities and loans                                       (513,994)            (356,480)
     Decrease (increase) in accrued interest receivable                             395,494              250,588
     Decrease (increase) in prepaid and other assets                               (150,750)            (175,733)
     Decrease (increase) in deferred tax asset                                       15,696                6,024
     Increase (decrease) in accrued interest payable                                 91,171              113,051
     Increase (decrease) in accounts payable - securities                              --              4,557,813
     Increase (decrease) in accounts payable and accrued
         expenses                                                                (4,853,022)          12,609,284
     Increase (decrease) in other liabilities                                       510,408              (96,743)
     Origination of loans held for sale                                                --                (47,357)
     Proceeds from sales of loans held for sale                                        --                578,727
                                                                               ------------         ------------
Net cash provided (used) by operating activities                                 (5,125,541)          18,426,564
                                                                               ------------         ------------
</TABLE>

                                       9

<PAGE>


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

<TABLE>
<CAPTION>
                                                                   Six Months Ended March 31,
                                                                      2001              2000
                                                               ------------------------------------
                                                                   (unaudited)       (unaudited)

Investing Activities
<S>                                                                <C>                 <C>
Principal payments on mortgage-backed securities                   8,798,776           6,311,532
Decrease in deposits and accrued interest due to sale
   of branch                                                     (13,295,590)               --
Purchases of available-for-sale securities                       (80,955,473)        (35,170,698)
Proceeds from sales of available-for-sale securities              82,483,865           5,208,085
Net (increase) decrease in loans receivable                          684,910          (1,401,006)
Proceeds from sales of repossessed assets                             22,246                --
Proceeds from sales of branch assets                               1,772,346                --
Proceeds from sales of loans                                      10,635,000                --
Purchases of premises, furniture and equipment                      (626,462)            (25,721)
                                                                ------------        ------------
Net cash provided (used) by investing activities                   9,519,618         (25,077,808)
                                                                ------------        ------------

Financing Activities
Net  increase (decrease) in deposit accounts                      (1,750,034)         14,163,119
Proceeds from Federal Home Loan Bank advances                           --            12,600,000
Payments on Federal Home Loan Bank advances and
   other borrowings                                                     --           (30,010,000)
Proceeds from other borrowings                                    18,325,041          17,905,000
Repayments of other borrowings                                   (20,755,000)         (5,975,000)
Repayment of ESOP loan                                                18,867                --
Increase (decrease) in advances from borrowers for
   taxes and insurance                                               (15,782)            (21,491)
                                                                ------------        ------------
Net cash provided by financing activities                         (4,176,908)          8,661,628
                                                                ------------        ------------
Net increase (decrease) in cash and cash equivalents                 217,169           2,010,384
Cash and cash equivalents at beginning of year                     2,834,538           3,256,053
                                                                ------------        ------------
Cash and cash equivalents at end of year                        $  3,051,707        $  5,266,437
                                                                ============        ============

Supplemental Disclosures of Cash Flow Information:

Cash paid (received) during the year for:
      Interest                                                  $  2,132,657        $  2,161,330
      Taxes                                                     $  2,021,880        $ (1,564,659)
</TABLE>

                                       10

<PAGE>

                           DutchFork Bancshares, Inc.
                          Notes to Financial Statements
                                 March 31, 2001

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  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
of a normal recurring nature) considered  necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 2001 are
not  necessarily  indicative of the results that may be expected for the current
fiscal year.

Note 3 - Earnings Per Share

     Earnings per share for the three months and six months ended March 31, 2001
were calculated based upon 1,560,550 shares  outstanding  during the period.  No
earnings  per share  amounts  have been  presented  for the three months and six
months ended March 31, 2000, since no shares were outstanding during the periods
presented.

Note 4 - Sale of Branch

     The Company  sold its Chapin  branch on  February  9, 2001.  The branch had
deposits of $13,171,607, plus accrued interest of $123,983. The Company paid the
acquirer  the  total of the  above  liabilities,  less the  value of the  assets
transferred and the premium on the deposits. A gain of $1,828,762 was recognized
during the three months ended March 31, 2001 for the premium on the deposits and
on the sale of the branch-related assets.

     To generate funds for the deposit liability, the Company sold approximately
$10,600,000 in loans and recognized a gain of approximately $35,000.

                                       11

<PAGE>

                           DutchFork Bancshares, Inc.
                    Notes to Financial Statements (continued)
                                 March 31, 2001

Note 5 - Loan Servicing Sold

     During  the  three  months   ended  March  31,   2001,   the  Company  sold
approximately $16,000,000 of loan servicing at a gain of approximately $150,185.

Note 6 - Stock Options and Awards

     During the three  months ended March 31,  2001,  stock  options for 109,240
shares at an exercise  price of $16.4375 per share were granted to directors and
executive officers. These options vest over five years.

     During the three months ended March 31, 2001,  43,696  shares of restricted
stock  were  awarded  to  executive   officers  and  directors  under  the  2001
Stock-Based  Incentive Plan.  These shares vest at the rate of 20% per year over
five years.  The cost of  purchasing  the shares will be expensed as  additional
compensation over the periods the shares vest.

                                       12

<PAGE>

     Item 2. Forward Looking Statements

     This  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 words  "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,
deposit  flow,  competition,  demand for  financial  services  in and  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.

                                       13

<PAGE>


Comparison of Financial Condition at March 31, 2001 and September 30, 2000:

     Total assets  decreased by $12.8  million from $224.1  million at September
30, 2000 to $211.2 million at March 31, 2001,  primarily as a result of an $11.3
million  decrease in loans  receivable.  The  decrease in loans  receivable  was
primarily due to the sale of approximately $10.6 million in loans.

     At March 31,  2001,  total equity was $37.7  million,  after a $0.2 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, 2000 of $31.3 million,  after a $4.2 million  unrealized loss, net
of taxes, on the investment and mortgage-backed securities portfolios classified
as available-for-sale.

     At March 31, 2001, the Company had trading  securities with a fair value of
$400,000. Unrealized gains and losses on trading account securities are included
immediately in other income.

     During  the  six  months  ended  March  31,  2001,  the  market  values  of
investments and mortgage-backed  securities  increased by $6,402,000,  and after
the tax effect of $2,430,000,  equity increased by $3,972,000 from this increase
in market values.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2001 and
March 31, 2000:

Net Income

     Net  income  for the  three  months  ended  March  31,  2001  increased  by
$1,594,000  to  $1,912,000  when compared to the same period for the prior year.
Net interest income, after the provision for loan losses, increased by $174,000,
and non-interest income increased by $2,794,000,  with these increases in income
being partially  offset by an increase in non-interest  expense and income taxes
of  $1,907,000.  The  increase in  non-interest  income was  partially  due to a
$1,829,000 gain on the sale of the branch.

Net Interest Income

     Net interest income  increased from $1.4 million for the three months ended
March 31, 2000 to $1.6 million for the same period in 2001.

Provision for Loan Losses

     The provision for loan losses for the three months ended March 31, 2001 was
$41,000,  compared to $105,000 for the same period in 2000.  The  allowance  was
carefully  evaluated  and  determined  to be adequate at its current level based
upon  current  market  trends.  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.

                                       14

<PAGE>

Non-Interest Income

     Non-interest  income  increased  by  $2,794,000,  primarily  as a result of
$782,000 in gains on the sale of  securities,  and the gain of $1,829,000 on the
branch sale.

Non-Interest Expense

     Non-interest expense increased from $1.1 million for the three months ended
March 31, 2000 to $1.4 million for the three  months  ended March 31, 2001.  The
increase was  primarily a result of increases  in  compensation  and benefits of
$127,000,  expenses  relating to  conversion  and costs related to interest rate
caps and  floors.  The cost of the  interest  rate  caps and  floors  are due to
efforts to limit exposure to the changing interest rate environment.

Provision for Income Taxes

     Income tax  increased by  $1,080,000  due to the increase in income  before
income taxes.


Comparison  of  Operating  Results  for the Six Months  Ended March 31, 2001 and
March 31, 2000:

Net Income

     Net income for the six months ended March 31, 2001  increased by $1,822,000
to $2,438,000  when compared to the same period for the prior year. Net interest
income,  after  the  provision  for loan  losses,  increased  by  $509,000,  and
non-interest  income  increased by  $3,003,000,  with these  increases in income
being partially  offset by an increase in non-interest  expense and income taxes
of  $1,215,000.  The  increase in  non-interest  income was  partially  due to a
$1,829,000 gain on the sale of the branch.

Net Interest Income

     Net interest  income  increased  from $3.1 million for the six months ended
March 31, 2000 to $3.4 million for the same period in 2001.

Provision for Loan Losses

     The  provision  for loan losses for the six months ended March 31, 2001 was
$41,000,  compared to $265,000 for the same period in 2000.  The  allowance  was
carefully  evaluated  and  determined  to be adequate at its current level based
upon  current  market  trends.  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.

                                       15

<PAGE>


Non-Interest Income

     Non-interest  income  increased  by  $3,003,000,  primarily  as a result of
$977,000 in gains on the sale of  securities,  and the gain of $1,829,000 on the
branch sale.

Non-Interest Expense

     Non-interest  expense  increased from $2.4 million for the six months ended
March 31, 2000 to $2.8  million for the six months  ended  March 31,  2001.  The
increase was  primarily a result of increases  in  compensation  and benefits of
$255,000,  expenses  relating to  conversion  and costs related to interest rate
caps and  floors.  The cost of the  interest  rate  caps and  floors  are due to
efforts to limit exposure to the changing interest rate environment.

Provision for Income Taxes

     Income tax  increased by  $1,215,000  due to the increase in income  before
income taxes.

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 62.4% of assets at March 31, 2001.

     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, 2001, the Bank was in compliance
with all applicable capital requirements.

                                       16

<PAGE>


                          Newberry Federal Savings Bank
               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,
                                                     2001                                   2000
                                       ----------------------------------      ---------------------------------
                                         Average                  Yield/        Average                  Yield/
                                         Balance    Interest       Rate         Balance     Interest      Rate
                                       ----------   ---------    --------      ---------    --------     -------
<S>                                    <C>           <C>            <C>        <C>          <C>            <C>
Interest earning assets:
     Loans receivable                  $   68,058   $  1,550        9.11%      $  75,868    $ 1,519        8.01%
     Interest-bearing deposits                854         12        5.62%          1,540         22        5.71%
     Investment securities                 23,570        612       10.39%         20,566        375        7.29%
     Mortgage-backed securities           106,116      1,643        6.19%        106,756      1,832        6.86%
     Federal funds sold                     4,047         11        1.09%              -          -           -
     Other                                  2,885         37        5.13%          2,914         57        7.82%
                                       ----------   ---------    --------      ---------    -------      -------
Total interest earning assets             205,530      3,865        7.52%        207,644      3,805        7.33%
Non-interest earning assets                 6,908                                 12,472
                                       ----------                              ---------
Total assets                           $  212,438                              $ 220,116
                                       ==========                              =========

Interest bearing liabilities:
Deposits:
     Passbook accounts                 $   14,956                              $  17,451
     NOW and Money Market
        accounts                           27,527                                 29,101
     Certificates of deposit               93,920                                103,754
                                       ----------                              ---------
         Total deposits                   136,403      1,721        5.05%        150,306      1,676        4.46%

Federal Home Loan Bank
   advances                                35,000        502        5.74%         36,093        532        5.90%
Other borrowings                              108          1        3.70%         13,782         67        1.94%
                                       -----------  ---------    --------      ---------    -------      -------
     Total interest bearing
        liabilities                       171,511      2,224        5.19%        200,181      2,275        4.55%
Non-interest bearing liabilities            5,469                                  3,507
                                       ----------                              ---------
     Total liabilities                    176,980                                203,688
Total equity                               35,458                                 16,428
                                       ----------                              ---------
     Total liabilities and equity      $  212,438                              $ 220,116
                                       ==========                              =========

Net interest-earning assets                          $ 1,641        2.34%                   $ 1,530        2.78%
Net interest margin as a percentage
   of interest-earning assets                                       3.19%                                  2.95%
</TABLE>

                                       17

<PAGE>


                          Newberry Federal Savings Bank
               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,
                                                      2001                                   2000
                                          Average                 Yield/        Average                   Yield/
                                          Balance    Interest      Rate         Balance     Interest       Rate
                                       -----------  ---------    --------      ---------    --------     -------
<S>                                    <C>             <C>          <C>        <C>          <C>            <C>
Interest earning assets:
     Loans receivable                  $   73,384   $  3,210        8.75%      $  75,407    $ 2,997        7.95%
     Interest-bearing deposits                831         24        5.78%          1,796         90       10.02%
     Investment securities                 22,341        976        8.74%         20,434        970        9.49%
     Mortgage-backed securities           109,899      3,748        6.82%        105,866      3,464        6.54%
     Federal funds sold                     2,380         22        1.85%              -          -           -
     Other                                  2,879         75        5.21%          2,856         58        4.06%
                                       -----------  ---------    --------      ---------    -------      -------
Total interest earning assets             211,714      8,055        7.61%        206,359      7,579        7.35%
Non-interest earning assets                 7,768                                 11,740
                                       ----------                              ---------
Total assets                           $  219,482                              $ 218,099
                                       ==========                              =========

Interest bearing liabilities:
Deposits:
     Passbook accounts                 $   15,380                              $  17,471
     NOW and Money Market
        accounts                           29,320                                 28,647
     Certificates of deposit               96,729                                103,491
                                       ----------                              ---------
         Total deposits                   141,429      3,556        5.03%        149,609      3,298        4.41%
Federal Home Loan Bank
   advances                                35,000      1,004        5.74%         35,583      1,026        5.77%
Other borrowings                            3,783         48        2.54%          9,099         94        2.07%
                                       -----------  ---------    --------      ---------    -------      -------
     Total interest bearing
        liabilities                       180,212      4,608        5.11%        194,291      4,418        4.55%
Non-interest bearing liabilities            5,260                                  7,209
                                       ----------                              ---------
     Total liabilities                    185,472                                201,500
Total equity                               34,010                                 16,599
                                       ----------                              ---------
     Total liabilities and equity      $  219,482                              $ 218,099
                                       ==========                              =========


Net interest-earning assets                          $ 3,447        2.50%                   $ 3,161        2.80%
Net interest margin as a percentage
   of interest-earning assets                                       3.26%                                  3.06%
</TABLE>

                                       18

<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 Use of Proceeds

     NONE

Item 3.  Defaults upon Senior Securities

     NONE

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

     On February 8, 2001,  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
                                    ---------------           ---------------
Keitt Purcell                          1,437,652                  5,518
Dr. James E. Wiseman, Jr.              1,432,835                 10,335

     The Directors whose terms continued and the years their terms expire are as
follows: Dr. Robert E. Livingston,  III (2002), Steve P. Sligh (2002), J. Thomas
Johnson (2003) and Dr. Robert W. Owen (2003).

<TABLE>
<CAPTION>
                                Number of Votes       Number of Votes       Number of Votes
                                     FOR                 AGAINST               ABSTAIN
                                ---------------       ---------------       ---------------
<S>                               <C>                     <C>                      <C>
2.  Ratification of Clifton D.
    Bodiford, CPA as the
    Company's Independent
    Auditors                      1,345,462               95,050                   2,058
</TABLE>

Item 5.  Other Information

     NONE

                                       19

<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     Newberry   Federal   Savings   Bank   Supplemental   Executive
                  Retirement Plan (2)
         10.7     Adoption  Agreement for  Employees'  Savings & Profit  Sharing
                  Plan & Trust (1)
         10.8     DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3)

(b)      Reports on Form 8-K

         NONE

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

(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.

                                       20

<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 15, 2001             By: J. Thomas Johnson

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




                                        By: Steve P. Sligh

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