1

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


                                   FORM 10-QSB

(Mark one)

[X] Quarterly  report under Section 13 or 15(d) of the  Securities
    Exchange Act of 1934 for the quarterly period ended March 31, 2002

[ ] 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)


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

     1,132,649  shares of common stock,  par value $0.01 per share,  were issued
and outstanding as of May 10, 2002.

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



<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1: Financial Statements

Consolidated Balance Sheets at March 31, 2002 and September 30, 2001 (unaudited)

Consolidated  Statements  of Income for the Three  Months  and Six Months  Ended
March 31, 2002 and 2001 (unaudited)

Consolidated Statements of Changes in Equity for the Three Months and Six Months
Ended March 31, 2002 (unaudited)

Consolidated Statements of Comprehensive Operations for the Three Months and Six
Months Ended March 31, 2002 and 2001 (unaudited)

Consolidated  Statements of Cash Flows for the Three Months and Six Months Ended
March 31, 2002 and 2001 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

Item 2:  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

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

PART I

                                        2

<PAGE>

                             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,
                                                           2002                2001
                                                           ----                ----
                                                       (unaudited)         (unaudited)
<S>                                                   <C>                 <C>
Assets
Cash and cash equivalents                             $ 13,025,330        $  5,065,459
Investments and mortgage-backed securities:
     Available-for-sale:
         Investments (cost of $34,921,609 and
           $49,340,193 at March 31, 2002 and
           September 30, 2001, respectively)            35,286,179          49,560,617
         Mortgage-backed securities (cost of
           $140,176,151 and $111,774,654 at
           March 31, 2002 and September 30,
           2001, respectively)                         138,482,552         111,688,476
     Held-to-maturity:
         Investments (fair value of $50,000 at
           March 31, 2002 and September 30,
           2001, respectively)                              50,000              50,000
         Mortgage-backed securities (fair
           value of $3,061,650 and $3,379,484
           at March 31, 2002 and September 30,
           2001, respectively)                           3,057,391           3,373,893
Loans receivable                                        65,848,499          73,087,925
Premises, furniture and equipment, net                   3,923,942           3,997,932
Accrued interest receivable:
     Loans and mortgage-backed securities                  550,257             555,574
     Investments and other property                        628,267             506,155
Prepaid assets                                             711,719             486,219
Deferred tax asset                                         565,516             710,450
Other                                                      731,607             749,202
                                                      ------------        ------------
Total assets                                          $262,861,259        $249,831,902
                                                      ============        ============

</TABLE>

                                       4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                 March 31,          September 30,
                                                                    2002                 2001
                                                                    ----                 ----
                                                                (unaudited)          (unaudited)
<S>                                                            <C>                   <C>
Liabilities and stockholders' equity
Liabilities:
     Deposit accounts                                          $ 147,991,509         $ 147,257,904
     Federal Home Loan Bank advances                              60,000,000            60,000,000
     Federal funds purchased                                      19,335,000                    --
     Advances from borrowers for taxes
        and insurance                                                 27,671                76,449
     Accrued income taxes payable                                  2,064,218             2,389,519
     Accounts payable - securities                                        --             4,854,687
     Accrued expenses                                                161,712               454,844
     Accrued interest payable                                        325,016               716,440
     Other                                                            21,100                16,237
                                                               -------------         -------------
Total liabilities                                                229,926,226           215,766,080
                                                               -------------         -------------

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, 1,132,649 and
        1,328,628 issued and outstanding at March 31,
        2002 and September 30, 2001, respectively                     15,605                15,605
     Additional paid-in capital                                   14,704,214            14,585,071
     Retained earnings, substantially restricted                  26,732,128            25,602,497
     Accumulated other comprehensive income (loss)                  (788,028)               87,391
     Treasury stock (259,700 and 177,500 shares at
        March 31, 2002 and September 30, 2001,
        respectively)                                             (5,592,040)           (3,851,845)
     Unearned 2001 Stock-Based Incentive Plan shares
        (51,187 and 62,422 shares at March 31, 2002 and
        September 30, 2001, respectively)                           (962,070)           (1,173,175)
     Unearned employee stock ownership plan shares                (1,174,776)           (1,199,722)
                                                               -------------         -------------
Total stockholders' equity                                        32,935,033            34,065,822
                                                               -------------         -------------
Total liabilities and stockholders' equity                     $ 262,861,259         $ 249,831,902
                                                               =============         =============
</TABLE>

                                       5

<PAGE>


                                                      DutchFork Bancshares, Inc.
                                                  and Subsidiaries
                                          Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                         Three Months Ended                 Six Months Ended
                                                              March 31,                          March 31,
                                                       2002              2001             2002             2001
                                                       ----              ----             ----             ----
                                                   (unaudited)       (unaudited)       (unaudited)      (unaudited)
<S>                                                <C>               <C>               <C>               <C>
Interest income:
     Loans receivable                              $1,313,764        $1,549,746        $2,652,924        $3,210,363
     Investments                                      546,237         1,123,601         1,219,408         1,498,616
     Mortgage-backed and related securities         1,465,706         1,142,776         2,765,925         3,247,804
     Other interest-earning assets                     84,358            48,213           192,343            97,950
                                                   ----------        ----------        ----------        ----------
         Total interest income                      3,410,065         3,864,336         6,830,600         8,054,733
                                                   ----------        ----------        ----------        ----------

Interest expense:
     Interest expense on deposit accounts           1,033,031         1,720,590         2,355,530         3,555,204
     Federal Home  Loan  Bank advances                653,833           501,750         1,292,120         1,003,500
     Other borrowings                                     154             1,488             3,661            48,668
                                                   ----------        ----------        ----------        ----------
            Total interest expense                  1,687,018         2,223,828         3,651,311         4,607,372
                                                   ----------        ----------        ----------        ----------

Net interest income                                 1,723,047         1,640,508         3,179,289         3,447,361
     Provision for loan losses                             --            41,000                --            41,000
                                                   ----------        ----------        ----------        ----------
     Net interest income after
        provision for loan losses                   1,723,047         1,599,508         3,179,289         3,406,361
                                                   ----------        ----------        ----------        ----------

Noninterest income:
     Loan servicing fees                                1,582             7,784             3,757            22,153
     Bank service charges                             132,903           194,038           261,647           360,095
     Gain on sales of securities                       79,875           782,082           631,609           977,169
     Gain on sale of branch                                --         1,828,762                --         1,828,762
     Other                                             75,215           232,978           240,603           307,561
                                                   ----------        ----------        ----------        ----------
         Total noninterest income                     289,575         3,045,644         1,137,616         3,495,740
                                                   ----------        ----------        ----------        ----------

Noninterest expense:
     Salaries and employee benefits                   618,719           648,563         1,214,549         1,329,394
     Occupancy                                        116,152            90,716           237,157           175,699
     Equipment                                         17,440            62,149            33,132           141,192
     Marketing                                         28,273            30,242            60,258            57,224
     Other                                            536,893           609,018         1,050,014         1,134,777
                                                   ----------        ----------        ----------        ----------
         Total noninterest expense                  1,317,477         1,440,688         2,595,110         2,838,286
                                                   ----------        ----------        ----------        ----------

Income before income taxes                            695,145         3,204,464         1,721,795         4,063,815
Income taxes                                          237,861         1,292,052           592,164         1,625,526
                                                   ----------        ----------        ----------        ----------
Net income                                         $  457,284        $1,912,412        $1,129,631        $2,438,289
                                                   ==========        ==========        ==========        ==========
Net income per share (basic)                       $      .40        $     1.23        $      .99        $     1.56
                                                   ==========        ==========        ==========        ==========
Net income per share (diluted)                     $      .39        $     1.23        $      .96        $     1.56
                                                   ==========        ==========        ==========        ==========

</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,
                                                         2002                2001             2002                  2001
                                                         ----                ----             ----                  ----
                                                      (unaudited)        (unaudited)       (unaudited)          (unaudited)

<S>                                                   <C>                 <C>                <C>                 <C>
Net income                                            $   457,284         $ 1,912,412        $ 1,129,631         $ 2,438,289

Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) arising during
        the period, net of tax effect of
        $135,532, $(588,160), $416,283 and
        $(2,429,927) for the three
        months ended March 31, 2002 and
        2001 and the six months ended March
        31, 2002 and 2001, respectively                  (213,237)            974,679           (875,419)          3,972,186
                                                      -----------         -----------        -----------         -----------

Comprehensive income                                  $   244,047         $ 2,887,091        $   254,212         $ 6,410,475
                                                      ===========         ===========        ===========         ===========


</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        Treasury
                                 Shares           Stock           Capital           Earnings       Income (Loss)         Stock
                                 ------           -----           -------           --------       -------------         -----
                                                                                                    (unaudited)
<S>                             <C>             <C>            <C>                <C>               <C>              <C>
Balance at September
   30, 2001                     1,320,628       $ 15,605       $ 14,585,071       $ 25,602,497      $   87,391       $ (3,851,845)
Net income                                                                           1,129,631
Release of  9,668 ESOP
   shares                                                           145,573
Issuance of 11,235
  shares in a 2001
  incentive plan                   11,235                           (26,430)
Purchase of treasury
   stock                          (82,200)                                                                             (1,740,195)
Change in net
   unrealized
   depreciation on
   investments
   available for sale
   (net of deferred and
   current income taxes
   of $461,283)                                                                                       (875,419)
                                ---------       --------       ------------       ------------      ----------       ------------
Balance at March
   31, 2002                     1,249,663       $ 15,605       $ 14,704,214       $ 26,732,128      $ (788,028)      $ (5,592,040)
                                =========       ========       ============       ============      ==========       ============


<CAPTION>

                                  Incentive                           Stockholders'
                                    Plan              ESOP Loan           equity
                                    ----              ---------           ------
                                                                       (unuaudited)
<S>                             <C>                <C>                <C>
Balance at September
   30, 2001                     $ (1,173,175)      $ (1,199,722)      $ 34,065,822
Net income                                                               1,129,631
Release of  9,668 ESOP
   shares                                                24,946            170,519
Issuance of 11,235
  shares in a 2001
  incentive plan                     211,105                               184,675
Purchase of treasury
   stock                                                                (1,740,195)
Change in net
   unrealized
   depreciation on
   investments
   available for sale
   (net of deferred and
   current income taxes
   of $461,283)                                                           (875,419)
                                ------------       ------------       ------------
Balance at March
   31, 2002                     $   (962,070)      $ (1,174,776)      $ 32,935,033
                                ============       ============       ============

</TABLE>


                                       8

<PAGE>


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

<TABLE>
<CAPTION>
                                                                        Six Months Ended March 31,
                                                                        2002                 2001
                                                                        ----                 ----
                                                                    (unaudited)          (unaudited)
<S>                                                                 <C>                   <C>
Operating Activities
Net income                                                          $ 1,129,631           $ 2,438,289
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
     Depreciation                                                       173,173               118,816
     Provision for losses                                                    --                41,000
     (Gain) loss on sales of investments and mortgage-
         backed securities                                             (631,609)             (957,019)
     Net (gain) loss on sales on loans                                  (59,195)              (35,000)
     (Gain) on sale of branch                                                --            (1,828,762)
     Increase (decrease) in deferred loan origination fees               (1,100)                2,132
     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                           (255,947)             (513,994)
     Decrease (increase) in accrued interest receivable                (116,795)              395,494
     Decrease (increase) in prepaid and other assets                   (207,905)             (150,750)
     Decrease (increase) in deferred tax asset                          370,531                15,696
     Increase (decrease) in accrued interest payable                   (391,424)               91,171
     Increase (decrease) in accounts payable and accrued
         expenses                                                    (4,606,804)           (4,853,022)
     Increase (decrease) in other liabilities                          (535,702)              510,408
                                                                     ----------            ----------
Net cash provided (used) by operating activities                     (5,133,146)           (5,125,541)
                                                                     ----------            ----------

</TABLE>

                                       9


<PAGE>

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


<TABLE>
<CAPTION>
                                                                     Six Months Ended March 31,
                                                                    2002                    2001
                                                                    ----                    ----
                                                                (unaudited)             (unaudited)
<S>                                                               <C>                      <C>
Investing Activities
Principal payments on mortgage-backed securities                  26,857,631               8,798,776
Decrease in deposits and accrued interest due to sale
   of branch                                                              --             (13,295,590)
Purchases of available-for-sale securities                      (107,317,717)            (80,955,473)
Proceeds from sales of available-for-sale securities              67,717,739              82,483,865
Net (increase) decrease in loans receivable                        5,335,446                 684,910
Proceeds from sales of repossessed assets                                 --                  22,246
Proceeds from sales of branch assets                                      --               1,772,346
Proceeds from sales of loans                                       1,964,275              10,635,000
Purchases of premises, furniture and equipment                       (99,183)               (626,462)
                                                               -------------           -------------
Net cash provided (used) by investing activities                  (5,541,809)              9,519,618
                                                               -------------           -------------

Financing Activities
Net  increase (decrease) in deposit accounts                         733,605              (1,750,034)
Proceeds from other borrowings                                    29,275,000              18,325,041
Repayments of other borrowings                                    (9,940,000)            (20,755,000)
Release of ESOP shares                                               107,399                      --
Repayment of ESOP loan                                                63,120                  18,867
Purchase of treasury stock                                        (1,740,195)                     --
Unallocated incentive plan                                           184,675                      --
Increase (decrease) in advances from borrowers for
   taxes and insurance                                               (48,778)                (15,782)
                                                               -------------           -------------
Net cash provided by financing activities                         18,634,826              (4,176,908)
                                                               -------------           -------------
Net increase (decrease) in cash and cash equivalents               7,957,871                 217,169
Cash and cash equivalents at beginning of year                     5,065,459               2,834,538
                                                               -------------           -------------
Cash and cash equivalents at end of year                       $  13,025,330           $   3,051,707
                                                               =============           =============

Supplemental Disclosures of Cash Flow Information:

Cash paid (received) during the year for:
      Interest                                                 $   3,692,767           $   3,428,438
      Taxes                                                    $   2,180,025           $   2,021,880

</TABLE>


                                       10
<PAGE>

                           DutchFork Bancshares, Inc.
                          Notes to Financial Statements
                                 March 31, 2002
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,
                                             ---------------------------------------------------------------
                                                 2002             2001              2002             2001
                                                 ----             ----              ----             ----
     <S>                                     <C>              <C>               <C>              <C>
     Basic EPS computation:
        Numerator                            $   457,284      $ 1,912,412       $ 1,129,631      $ 2,438,289

     Denominator                               1,126,638        1,554,807         1,139,973        1,563,006
                                             -----------      -----------       -----------      -----------
     Basic EPS                               $      0.40      $      1.23       $      0.99      $      1.56
                                             ===========      ===========       ===========      ===========
     Diluted EPS computation:
        Numerator                            $   457,284      $ 1,912,412       $ 1,129,631      $ 2,438,289

     Denominator:
        Common shares outstanding              1,126,638        1,554,807         1,139,973        1,563,006
     Dilutive securities:
        Stock options - treasury stock
           method                                 27,248               (1)           25,018               (1)
        Incentive plan - treasury stock
           method                                 14,553               (1)           11,863               (1)
                                             -----------      -----------       -----------      -----------
                                               1,168,439        1,554,807         1,176,854        1,563,006
                                             -----------      -----------       -----------      -----------
                                             $      0.39      $      1.23       $      0.96      $      1.56
                                             ===========      ===========       ===========      ===========
</TABLE>

     The average market price used in  calculating  the assumed number of shares
issued for the three  months and six months  ended March 31, 2002 was $21.32 per
share.

(1) Dilutive securities were insignificant.

                                       12

<PAGE>

     Item 2. Management's Discussion and Analysis or Plan of Operation

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

     This  prospectus  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, 2002 and September 30, 2001:

     Total assets  increased by $13.1  million from $249.8  million at September
30, 2001 to $262.9 million at March 31, 2002.

     At March 31,  2002,  total  equity  was  $32.9  million,  after a  $800,000
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, 2001 of $34.1 million,  including a $100,000  unrealized gain, net
of taxes, on the investment and mortgage-backed securities portfolios classified
as available-for-sale. The decline in total equity resulted from the purchase of
$1.7  million  in  treasury  stock and an  increase  in the  unrealized  loss on
investments of $900,000.

     During  the  six  months  ended  March  31,  2002,  the  market  values  of
investments and mortgage-backed  securities decreased by $1.3 million, and after
the tax effect of $461,283,  equity  decreased by $875,419 from this decrease in
market values.

                                       13


<PAGE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 2002 and
March 31, 2001:

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

     Net income for the three  months  ended  March 31, 2002  decreased  by $1.5
million to $457,000  when  compared  to the same period for the prior year.  Net
interest income, after the provision for loan losses, increased by $124,000, and
non-interest  income  decreased by $2.8  million.  The decrease in  non-interest
income was  primarily  due to a $1.8 million gain on the sale of a branch during
the  period  ended  March  31,  2001,  and a  decrease  in the  gain  on sale of
securities  of  $702,000.  Excluding  the effect of the sale of the branch,  net
income  decreased  $321,000 from the quarter ended March 31, 2001 to the quarter
ended March 31, 2002.

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

     Net interest income  increased from $1.6 million for the three months ended
March 31, 2001 to $1.7 million for the same period in 2002.

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

     The provision for loan losses for the three months ended March 31, 2002 was
$0,  compared to $41,000  for the same period in 2001 due to lower  charge-offs.
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.

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

     Non-interest  income decreased by $2.8 million,  primarily as a result of a
decrease of $702,000  in gains on the sale of  securities,  and the gain of $1.8
million on the branch sale in the same period for the prior year.

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

     Non-interest expense decreased from $1.4 million for the three months ended
March 31, 2001 to $1.3 million for the three  months  ended March 31, 2002.  The
decrease was  primarily a result of expenses  relating to a new data  processing
system conversion in the period ended March 31, 2001.

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

     Income tax  decreased by $1.0 million due to the decrease in income  before
income taxes.


                                       14


<PAGE>

Comparison  of  Operating  Results  for the Six Months  Ended March 31, 2002 and
March 31, 2001:

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

     Net  income for the six  months  ended  March 31,  2002  decreased  by $1.3
million to $1.1 million when compared to the same period for the prior year. Net
interest income, after the provision for loan losses, decreased by $227,000, and
non-interest  income  decreased  by $2.4  million,  with these  decreases  being
partially offset by a decrease in income taxes of $1.0 million.  The decrease in
non-interest  income was  primarily  due to a $1.8 million gain on the sale of a
branch during the period ended March 31, 2001 and a decrease in the gain on sale
of securities of $346,000 during the period ended March 31, 2002.  Excluding the
effect of the sale of the branch,  net income  decreased  $150,000  from the six
months ended March 31, 2001 to the six months ended March 31, 2002.

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

     Net interest  income  decreased  from $3.4 million for the six months ended
March 31, 2001 to $3.2 million for the same period in 2002.

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

     The  provision  for loan losses for the six months ended March 31, 2002 was
$0,  compared to $41,000  for the same period in 2001 due to lower  charge-offs.
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.

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

     Non-interest  income decreased by $2.4 million,  primarily as a result of a
decrease of $346,000  in gains on the sale of  securities,  and the gain of $1.8
million on the branch sale in the period ended March 31, 2001.

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

     Non-interest  expense  decreased from $2.8 million for the six months ended
March 31, 2001 to $2.6  million for the six months  ended  March 31,  2002.  The
decrease was  primarily a result of expenses  relating to a new data  processing
system conversion in 2001.

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

     Income tax  decreased by $1.0 million due to the decrease in income  before
income taxes.

                                       15


<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
represented 71.1% of assets at March 31, 2002.

     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, 2002, 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,
                                                            2002                                     2001
                                              Average                    Yield/        Average                          Yield/
                                              Balance        Interest     Rate         Balance        Interest           Rate
                                              -------        --------     ----         -------        --------           ----
     <S>                                      <C>              <C>        <C>          <C>            <C>               <C>
     Interest earning assets:
          Loans receivable                    $ 66,593         $1,257     7.55%        $ 68,058       $  1,550          9.11%
          Interest-bearing deposits                746              5     2.68%             854             12          5.62%
          Investment securities                 36,993            614     4.97%          23,570            612         10.39%
          Mortgage-backed securities           128,432          1,466     4.57%         106,116          1,643          6.19%
          Federal funds sold                       203             20     1.70%           4,047             11          1.09%
          Other                                     --             --       --            2,885             37          5.13%
                                              --------       --------     ----         --------       --------         ------
     Total interest earning assets             232,967          3,362     5.77%         205,530          3,865          7.52%
     Non-interest earning assets                16,174                                    6,908
                                              --------                                 --------
     Total assets                             $249,141                                 $212,438
                                              ========                                 ========

     Interest bearing liabilities:
     Deposits:
          Passbook accounts                   $ 16,167                                 $ 14,956
          NOW and Money Market
             accounts                           30,913                                   27,527
          Certificates of deposit               99,805                                   93,920
                                              --------                                 --------
              Total deposits                   146,885          1,033     2.81%         136,403          1,721          5.05%
     Federal Home Loan Bank
        advances                                60,000            654     4.36%          35,000            502          5.74%
     Other borrowings                            6,912              1     0.06%             108              1          3.70%
                                              --------       --------     ----         --------       --------         ------
          Total interest bearing
             liabilities                       213,797          1,688     3.16%         171,511          2,224          5.19%
     Non-interest bearing liabilities            3,116                                    5,469
                                              --------                                 --------
          Total liabilities                    216,913                                  176,980
     Total equity                               32,228                                   35,458
                                              --------                                 --------
          Total liabilities and equity        $249,141                                 $212,438
                                              ========                                 ========

     Net interest spread                                     $  1,674     2.64%                       $  1,641          2.34%
     Net interest margin as a percentage
        of interest-earning assets                                        2.89%                                         3.19%

</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,
                                                            2002                                     2001
                                              Average                    Yield/        Average                          Yield/
                                              Balance        Interest     Rate         Balance        Interest           Rate
                                              -------        --------     ----         -------        --------           ----
     <S>                                      <C>              <C>        <C>          <C>            <C>               <C>
     Interest earning assets:
          Loans receivable                     $70,574         $2,597     7.36%        $ 73,384      $  3,210            8.75%
          Interest-bearing deposits                793             11     2.77%             831            24            5.78%
          Investment securities                 40,552          1,245     6.14%          22,341           976            8.74%
          Mortgage-backed securities           122,753          2,766     4.51%         109,899         3,748            6.82%
          Federal funds sold                       782             63     1.75%           2,380            22            1.85%
          Other                                  2,022            102    10.09%           2,879            75            5.21%
                                              --------          -----    -----         --------         -----            ----
     Total interest earning assets             237,476          6,784     5.71%         211,714         8,055            7.61%
     Non-interest earning assets                12,680                                    7,768
                                              --------                                 --------
     Total assets                             $250,156                                 $219,482
                                              ========                                 ========

     Interest bearing liabilities:
     Deposits:
          Passbook accounts                   $ 15,556                                 $ 15,380
          NOW and Money Market
             accounts                           30,381                                   29,320
          Certificates of deposit              102,085                                   96,729
                                              --------                                 --------
              Total deposits                   148,022          2,356     3.18%         141,429         3,556            5.03%
     Federal Home Loan Bank
        advances                                60,000          1,292     4.31%          35,000         1,004            5.74%
     Other borrowings                            4,398              4     0.18%           3,783            48            2.54%
                                              --------       --------     ----         --------       -------            ----
          Total interest bearing
             liabilities                       212,420          3,652     3.44%         180,212         4,608            5.11%
     Non-interest bearing liabilities            5,204                                    5,260
                                              --------                                 --------
          Total liabilities                    217,624                                  185,472
     Total equity                               32,532                                   34,010
                                              --------                                 --------
          Total liabilities and equity        $250,156                                 $219,482
                                              ========                                 ========

     Net interest spread                                     $  3,132     2.29%                      $  3,447            2.50%
     Net interest margin as a percentage
        of interest-earning assets                                        2.64%                                          3.26%

</TABLE>
                                                               PART II
                                       18


<PAGE>

                                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

     NONE

Item 3.  Defaults upon Senior Securities

     NONE

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

     On February 6, 2002,  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. Robert E. Livingston, III            1,043,655                    60,841
Steve P. Sligh                           1,043,930                    60,566

     The Directors whose terms continued and the years their terms expire are as
follows: 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
    Auditor                        1,099,380            2,484               2,632

</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 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)

(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.
(4)  Incorporated herein by reference from the Exhibits to Form S-8 Registration
     Statement, filed on August 23, 2001, Registration No. 333-68214.

                                       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, 2002

                                        /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