SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2004
                        Commission File Number 333-100460

                                CN BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

               Maryland                                      52-1954386
   (State or other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)


                     7401 Ritchie Highway, Glen Burnie 21061
                    (Address of principal executive offices)

                                 (410) 760-7000
                (Issuer's telephone number, including area code)

     Check whether the issuer: (1) filed all reports required to be filed by
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
 reports), and (2) has been subject to such filing requirements for the past 90
                                     days.

                                (1) YES _X_ NO __

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

         At October 31, 2004, the issuer had 1,362,460 shares of Common Stock
outstanding.

         Transitional Small Business Disclosure Format

                                  YES __ NO _X_





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<S>                                                                  <C>                    <C>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         CN BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
              December 31, 2003 and September 30, 2004 (Unaudited)


                                                                      (Unaudited)
                                                                      September 30,       December 31,
                                                                         2004                2003
                                                                     -------------      -------------
ASSETS

Cash and due from banks                                              $   3,122,490          4,163,586
Federal funds sold                                                      19,639,071          6,782,093
Interest bearing deposits                                                4,343,355          2,862,991
Investment securities - available for sale                              24,625,560         17,505,600
Investment securities - held to maturity                                 7,468,676          8,208,601
Other securities                                                           767,100            641,500
Loans receivable, net of allowance for loan losses of $794,100
    at September 30, 2004 and $720,000 at December 31, 2003             77,143,644         70,158,853
Accrued interest receivable on loans and securities                        472,549            459,700
Property, equipment and leasehold improvements, net                      4,262,473          4,052,534
Deferred income taxes                                                      158,113            112,489
Cash surrender value of life insurance                                   1,327,343          1,293,665
Prepaid expenses and other assets                                          164,434            196,693
                                                                     -------------      -------------
             Total Assets                                            $ 143,494,808        116,438,305
                                                                     =============      =============

LIABILITIES

Deposits                                                             $ 123,055,324         99,309,796
Securities sold under agreements to repurchase                           3,014,748          1,452,972
Official checks                                                          1,552,566          1,210,862
Dividends payable                                                           54,423             37,942
Accounts payable and accrued expenses                                      435,187            290,311

                                                                     -------------      -------------
             Total Liabilities                                         128,112,248        102,301,883
                                                                     -------------      -------------


STOCKHOLDERS' EQUITY
Preferred stock - $.01 par value; authorized 5,000,000 shares
    None issued or outstanding                                                --                 --
Common stock - $10 par value; authorized 5,000,000 shares
   Issued and outstanding: 1,360,572 shares at September 30,
       2004 and 1,264,745 at December 31, 2003                          13,605,723         12,647,450
Additional paid in capital                                                 905,411            705,730
Retained earnings                                                          938,208            781,891
Accumulated other comprehensive income (loss):
      Unrealized gains (losses) on securities available for sale           (66,782)
                                                                                                1,351
                                                                     -------------      -------------

             Total Stockholders' Equity                                 15,382,560         14,136,422
                                                                     -------------      -------------

            Total Liabilities and Stockholders' Equity               $ 143,494,808        116,438,305
                                                                     =============      =============

</TABLE>


The accompanying notes are integral to these financial statements.




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

                         CN BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Nine and Three Months ended September 30, 2004 and 2003 (Unaudited)


                                                       Nine Months Ended               Three Months Ended
                                                         September 30,                    September 30,
                                                    2004              2003            2004           2003
                                                 -----------      -----------     -----------     -----------
Interest income:
   Interest and fees on loans                    $ 3,332,302        3,055,483       1,160,336       1,006,019
   Federal funds sold                                109,990           94,364          55,068          18,736
   Interest bearing deposits                          47,788           23,800          17,436          10,638
   Securities                                        661,140          509,175         226,473         179,726
                                                 -----------      -----------     -----------     -----------
                                                   4,151,220        3,682,822       1,459,313       1,215,119
                                                 -----------      -----------     -----------     -----------
Interest expense:
   Certificates of deposit, $100,000 or more         212,864          217,676          80,777          69,612
   Other deposits                                    628,288          737,558         237,786         206,040
   Note payable                                         --              2,563            --              --
   Repurchase agreements                              12,466           14,107           4,659           5,952
                                                 -----------      -----------     -----------     -----------
                                                     853,618          971,904         323,222         281,604
                                                 -----------      -----------     -----------     -----------

             Net interest income                   3,297,602        2,710,918       1,136,091         933,515

Provision for loan losses                            118,339           95,811          41,005          34,274
            Net interest income after
                                                 -----------      -----------     -----------     -----------
              provision for loan losses            3,179,263        2,615,107       1,095,086         899,241
                                                 -----------      -----------     -----------     -----------

Other income:
   Fees and service charges from
      depository accounts                            586,180          512,306         208,174         175,712
   Gain (loss) on sales of securities                   (306)          43,652             319              29
   Cash surrender value of life
       insurance increase                             33,678           43,880          11,343          13,224
   Other income                                       76,906           69,434          29,387          28,559
                                                 -----------      -----------     -----------     -----------
                                                     696,458          669,272         249,223         217,524
                                                 -----------      -----------     -----------     -----------
Operating expenses:
   Compensation and related expenses               1,720,214        1,466,595         593,259         510,116
   Occupancy expense                                 303,308          251,931         107,785          93,218
   Depreciation and amortization                     308,681          252,763         103,582          86,126
   Consulting expense                                 62,308           55,874          20,124          14,194
   Data processes expense                            141,066          124,927          47,008          41,236
   Director fees                                      54,550           57,800          16,900          19,150
   Marketing expense                                  99,350           65,203          24,206          28,285
   Equipment maintenance costs                        86,901           71,135          30,809          26,145
   Stationery and office supplies                     70,227           61,359          22,337          22,959
   Other operating expenses                          454,142          425,003         160,106         138,696
                                                 -----------      -----------     -----------     -----------
                                                   3,300,747        2,832,590       1,126,116         980,125
                                                 -----------      -----------     -----------     -----------
Income before income taxes                           574,974          451,789         218,193         136,640
Income tax expense                                   187,883          136,244          72,606          40,245
                                                 -----------      -----------     -----------     -----------
NET INCOME                                       $   387,091          315,545         145,587          96,395
                                                 ===========      ===========     ===========     ===========

Basic earnings per share                         $       .29      $       .34     $       .11     $       .10
                                                 ===========      ===========     ===========     ===========
Diluted earnings per share                       $       .26      $       .27     $       .10     $       .08
                                                 ===========      ===========     ===========     ===========
Dividends declared                               $       .17      $       .09     $       .04     $       .03
                                                 ===========      ===========     ===========     ===========


The accompanying notes are integral to these financial statements.

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

                                CN BANCORP, INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
   For the Nine and Three Months ended September 30, 2004 and 2003 (Unaudited)


                                                          Nine Months Ended             Three Months Ended
                                                            September 30,                  September 30,
                                                         2004           2003           2004           2003
                                                      ---------      ---------      ---------      ---------
   Net income                                         $ 387,091        315,545        145,587         96,395
   Change in unrealized gains and
     (losses) on securities available for sale         (103,538)         7,473        259,930        (62,787)
     Tax effect                                          35,203         (1,896)       (88,364)        21,992
                                                      ---------      ---------      ---------      ---------
            Net                                         (68,335)         5,577        171,566        (40,795)
                                                      ---------      ---------      ---------      ---------

  Reclassification adjustment for (gains)
    losses included in net income                           306        (43,652)          (319)           (29)
    Tax effect                                             (104)        14,861             96             10
                                                      ---------      ---------      ---------      ---------
            Net                                             202        (28,791)          (223)           (19)
                                                      ---------      ---------      ---------      ---------

                                                      ---------      ---------      ---------      ---------
        Total comprehensive income                    $ 318,958        292,331        316,930         55,581
                                                      =========      =========      =========      =========


</TABLE>







The accompanying notes are integral to these financial statements.



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

                         CN BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
        For the Nine Months ended September 30, 2004 and 2003 (Unaudited)

                                                                                                      Accumulated
                                                                   Additional                            Other
                                                    Common           Paid in          Retained       Comprehensive
                                                     Stock           Capital          Earnings       Income (Loss)         Total
                                                ------------      ------------      ------------     ------------      ------------

Balance December 31, 2002                       $  8,600,000           (99,521)          441,150           53,595         8,995,224

Nine months ended September 30,2003:
   Net income                                                                            315,545                            315,545
   Net change in unrealized gains and
     losses on securities available for sale                                                              (23,214)          (23,214)
   Proceeds from sale of common stock,
     net of offering costs of $350,025             1,383,150           272,392                                            1,655,542
   Dividends ($.09 per share)                                                            (86,745)                           (86,745)
                                                ------------      ------------      ------------     ------------      ------------
Balance September 30, 2003                      $  9,983,150           172,871           669,950           30,381        10,856,352
                                                ============      ============      ============     ============      ============



Balance December 31, 2003                       $ 12,647,450           705,730           781,891            1,351        14,136,422

Nine months ended September 30,2004:
  Net income                                                                             387,091                            387,091
  Net change in unrealized gains and
     losses on securities available for sale                                                              (68,133)          (68,133)
  Proceeds from warrant exercises                    918,000           183,600                                            1,101,600
  Sale of common stock under the
     Dividend Reinvestment and Stock
     Purchase Plan                                    34,473            14,927                                               49,400
  Sale of common stock under the
     Employee Stock Purchase Plan                      5,800             1,154                                                6,954
  Dividends ($.17 per share)                                                            (230,774)                          (230,774)
                                                ------------      ------------      ------------     ------------      ------------
Balance September 30, 2004                      $ 13,605,723           905,411           938,208          (66,782)       15,382,560
                                                ============      ============      ============     ============      ============

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The accompanying notes are integral to these financial statements.



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<S>                                                                <C>                    <C>


                         CN BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months ended September 30, 2004 and 2003
                                   (Unaudited)

                                                                       For the Nine Months Ended
                                                                             September 30,
                                                                   ------------------------------
                                                                       2004               2003
                                                                   ------------      ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                         $    387,091           315,545
Adjustments to reconcile net income to net cash
  provided by operations:
  Depreciation and amortization of property,
      equipment and leasehold improvements                              308,681           252,763
  Loss (gain) on sales of securities                                        306           (43,652)
  Increase in accrued interest receivable                               (12,849)          (66,186)
  Deferred income taxes                                                 (10,525)           (3,354)
  Provision for loan losses                                             118,339            95,811
  Decrease in other assets                                               32,259           261,426
  Increase in other liabilities                                         144,876            34,302
  Increase in cash surrender value of life insurance                    (33,678)          (43,880)
  Amortization of premium/discount and other                             30,754            32,645
                                                                   ------------      ------------
Net cash provided by operating activities                               965,254           835,420
                                                                   ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                                (7,103,130)       (3,604,328)
Investment in interest bearing deposits                              (1,480,364)         (930,010)
Investment in securities - available for sale                       (15,887,642)      (17,018,844)
Investment in securities - held to maturity                            (248,148)       (5,045,002)
Investment in other securities                                         (125,600)         (145,300)
Principal proceeds from redemption of securities                      3,630,838         8,598,276
Proceeds from sales of available for sale securities                  5,990,625         9,027,756
Purchase of property, equipment and leasehold
   Improvements                                                        (518,620)         (676,933)
                                                                   ------------      ------------
Net cash used by investing activities                               (15,742,041)       (9,794,385)
                                                                   ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits including interest credited                 23,745,528           729,308
Net increase in securities sold under agreements to repurchase        1,561,776         2,532,786
Increase in official checks                                             341,704           364,308
Note payable repayment                                                     --            (250,000)
Sales of common stock, net of offering costs                             56,354         1,655,542
Proceeds from warrant exercises                                       1,101,600              --
Dividends paid                                                         (214,293)          (86,745)
                                                                   ------------      ------------
Net cash provided by financing activities                            26,592,669         4,945,199
                                                                   ------------      ------------

</TABLE>





The accompanying notes are integral to these financial statements.



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<S>                                                     <C>              <C>



                         CN BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
              For the Nine Months ended September 30, 2004 and 2003
                                   (Unaudited)

                                                         For the Nine Months Ended
                                                               September 30,
                                                        ---------------------------
                                                            2004            2003
                                                        -----------     -----------

Net increase (decrease) in cash                         $11,815,882      (4,013,766)
Cash at beginning of period                              10,945,679      16,122,469

                                                        -----------     -----------
Cash at end of period                                   $22,761,561      12,108,703
                                                        ===========     ===========


Cash and cash equivalents consist of:
     Cash and due from banks                            $ 3,122,490       3,013,263
     Federal funds sold                                  19,639,071       9,095,440
                                                        -----------     -----------
                                                        $22,761,561      12,108,703
                                                        ===========     ===========


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on deposits and repurchase agreements     $   848,801         995,815
                                                        ===========     ===========

Income taxes paid                                       $   186,300         173,383
                                                        ===========     ===========

</TABLE>





The accompanying notes are integral to these financial statements.



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                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying unaudited consolidated financial statements of CN Bancorp, Inc.
(the Company) have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all the information and footnotes required for complete financial
statements. In the opinion of management, all adjustments and reclassifications
that are normal and recurring in nature and are considered necessary for fair
presentation have been included. Operating results for the nine month period
ended September 30, 2004 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2004. These unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2003.

The unaudited consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, County National Bank. All intercompany
accounts and transactions have been eliminated in the accompanying unaudited
consolidated financial statements.

Certain prior year amounts have been reclassified to conform to the current
year's method of presentation. These reclassifications had no effect on
previously reported results of operations or retained earnings.

Note B - Business

The Company was incorporated in January 1996 under the laws of the State of
Maryland to serve as a bank holding company and formed County National Bank (the
Bank) as a wholly owned subsidiary. The Company is registered as a bank holding
company and the Bank is chartered as a national bank. The Bank opened on
December 19, 1996. The Company (as a bank holding company) and the Bank (as a
nationally chartered bank) are subject to government supervision, regulations
and control.

The Bank's primary business activity is the solicitation and acceptance of
deposits from within its market area and the use of such funds in loans and
investments. The Bank is subject to competition from other financial
institutions and financial service companies.

Note C - Cash and Cash Equivalents

Cash and cash equivalents in the statement of cash flows include cash on hand,
non-interest bearing amounts due from correspondent banks and the Federal
Reserve and Federal funds sold.

Note D - Regulatory Capital Requirements

The Bank meets the three regulatory capital requirements to be a "well
capitalized" bank, as defined, at December 31, 2003 and September 30, 2004. See
"Capital Adequacy" in Item 2 below.

Note E - Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted
average shares of common stock outstanding during the period. Diluted earnings
per share are calculated by including the average dilutive common stock
equivalents outstanding during the period. Dilutive common stock equivalents
shares consist of warrants and options, calculated using the treasury stock
method.

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

                                               Nine Months Ended             Three Months Ended
                                                 September 30:                  September 30:
                                             2004            2003          2004            2003
                                          ------------    ------------  ------------    ------------
Weighted average shares outstanding        1,356,179        932,037      1,359,449        998,315
Common stock equivalents                     108,238        254,858        108,948        254,858
Average common shares and equivalents      1,464,417      1,186,895      1,468,397      1,253,173
Net income                                $  387,091     $  315,545     $  145,587     $   96,395
Basic earnings per share                  $      .29     $      .34     $      .11     $      .10
Diluted earnings per share                $      .26     $      .27     $      .10     $      .08

</TABLE>




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Note E - Stock Options

         In September 2004, the Company granted options to purchase 15,850
shares of its common stock to employees under its Employee Stock Purchase Plan
(Plan), which options expire on December 14, 2004. Under the Plan, each employee
must accept his or her granted option, otherwise, his or her option is
terminated. Common stock can be purchased under the option at the lower of 85%
of fair market value of the common stock on the date of the option grant or 85%
of the fair market value of the stock on the exercise date of the option.
Options representing 3,785 shares were accepted including 580 shares which were
acquired under the options in September 2004. Options representing 12,065 shares
were terminated.

         In September 2004, the Company granted options to purchase 12,000
shares of its common stock to directors of the Company and its subsidiary under
its Directors Stock Purchase Plan (Director Plan), which options expire on
December 14, 2004. Under the Plan, each director must accept his or her granted
option, otherwise, his or her option is terminated. Common stock can be
purchased under the option at the fair market value of the common stock on the
date of the option grant. No options were accepted thus all the options were
terminated in October 2004.

         The Company has adopted the disclosure-only provisions of SFAS No.123
"Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure", but applies Accounting
Principal Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees"
and related interpretations in accounting for its Plans. No compensation expense
related to the Plans was recorded in 2004 or 2003. If the Company had elected to
recognize compensation cost based on fair value at the grant acceptance dates
for the option awards under the Plans consistent with the method prescribed by
SFAS No. 123, net income and earnings per share would have changed to the pro
forma amounts as set forth below:

<TABLE>
<CAPTION>

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

                                                  Nine Months Ended             Three Months Ended
                                                    September 30,                  September 30,
                                                 2004           2003           2004           2003
                                             -----------     ----------     ----------     ---------

Net income, as reported                      $   387,091        315,545        145,587        96,395

Less pro forma stock- based compensation
   expenses determined under fair value
   method, net of related taxes                    5,431           --            5,431          --
                                             -----------     ----------     ----------     ---------
Pro forma net income                             381,660        315,545        140,156        96,395
                                             ===========     ==========     ==========     =========

Net income per share:
   Basic - as reported                       $       .29            .34            .11           .10
   Basic - pro forma                                 .28            .34            .10           .10
   Diluted - as reported                             .26            .27            .10           .08
   Diluted - pro forma                               .26            .27            .10           .08


</TABLE>



Note F - Impact of Recent Accounting Pronouncements

         In March 2004, the Emerging Issues Task Force ratified Issue No. 03-1,
"The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" (EITF 03-01). EITF 03-01 provides guidance on the recognition and
measurement of other-than-temporary impairments of debt and equity investments
and requires certain disclosures related to unrealized losses. The effective
date of certain provisions of EITF 03-01 has been delayed and such provisions
are being reviewed by the Financial Accounting Standards Board; however, other
provisions, generally related to disclosure matters, are effective for reporting
periods beginning after June 15, 2004. We do not anticipate that the adoption of
EIFT 03-01 will have a material impact on the Company's consolidated financial
statements.





                                       9
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

         The following discussion and analysis of the financial condition and
results of operations of CN Bancorp, Inc. should be read in conjunction with CN
Bancorp, Inc.'s audited consolidated financial statements, including the related
footnotes.

CRITICAL ACCOUNTING POLICIES

         CN Bancorp, Inc.'s consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States
and follow general practices within the industry in which it operates.
Application of these principles requires management to make estimates,
assumptions and judgments that affect the amounts reported in the financial
statements and accompanying notes. These estimates, assumptions and judgments
are based on information available as of the date of the financial statements;
accordingly, as this information changes, the financial statements could reflect
different estimates, assumptions and judgments. Certain policies inherently have
a greater reliance on the use of estimates, assumptions and judgments and as
such have a greater possibility of producing results that could be materially
different than originally reported. Estimates, assumptions and judgments are
necessary when assets and liabilities are required to be recorded at fair value,
when a decline in the value of an asset not carried on the financial statements
at fair value warrants an impairment write-down or valuation reserve to be
established, or when an asset or liability is recorded contingent upon a future
event. Carrying assets and liabilities at fair value inherently results in more
financial statement volatility. The fair values and the information used to
record valuation adjustments for certain assets and liabilities are based either
on quoted market prices or are provided by other third-party sources, when
available.

         The most significant accounting policies followed by CN Bancorp, Inc.
are presented in Note 1 to the annual audited consolidated financial statements.
These policies, along with the disclosures presented in the other financial
statement notes and in this discussion, provide information on how significant
assets and liabilities are valued in the financial statements and how those
values are determined. Based on the valuation techniques used and the
sensitivity of financial statement amounts to the methods, assumptions and
estimates underlying those amounts, management has identified the determination
of the allowance for loan losses as the accounting area that requires the most
subjective or complex judgments, and as such could be most subject to revision
as new information becomes available.

         CN Bancorp, Inc. believes it has developed appropriate policies and
procedures for assessing the adequacy of the allowance for loan losses,
recognizing that this process requires a number of assumptions and estimates
with respect to its loan portfolio. CN Bancorp, Inc.'s assessments may be
affected in future periods by changes in economic conditions, the impact of
regulatory examinations and the discovery of information with respect to
borrowers that is not known to management at the time of the issuance of the
consolidated financial statements.

         The Company has adopted the disclosure-only provisions of SFAS No.123
"Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for
Stock-Based Compensation - Transition and Disclosure", but applies Accounting
Principal Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees"
and related interpretations in accounting for its stock option and stock
purchase plans. The Company does not expect to expense the fair market value of
stock options until required by generally accepted accounting principles in the
United States of America.

FINANCIAL CONDITION

         Total assets increased $27,056,503 (23.2%) to $143,494,808 at September
30, 2004 from $116,438,305 at December 31, 2003. Increases in loans, federal
funds and securities comprised the majority of the increase in total assets. The
increase in assets was primarily funded by increases in liabilities of
$25,810,365 (25.2%) and the proceeds from the exercise of stock warrants in the
amount of $1,101,600. The increase in liabilities was primarily attributable to
the increase in deposits including an $8.9 million deposit received on September
24, 2004 from an existing commercial account holder.

         The loan portfolio comprises the majority of CN Bancorp, Inc.'s earning
assets. Loans receivable (net of the allowance for loan losses, unearned fees
and origination costs) increased by $6,984,791 (10.0%)



                                       10
<PAGE>



to $77,143,644 at September 30, 2004 from $70,158,853 at December 31, 2003. This
increase  was  attributable  to the  increase in  commercial  real estate  loans
($8,331,263).   Loans   receivable,   net   comprised   53.8%  of  total  assets
($143,494,808) at September 30, 2004 and 60.3% of total assets ($116,438,305) as
of December 31, 2003.

         The allowance for loan losses was $794,100 (1.02% of loans) at
September 30, 2004 and $720,000 (1.02% of loans) at December 31, 2003. At
September 30, 2004, non- accrual loans (one commercial loan and one residential
real estate loan) totaled $76,027 (.10% of total loans and .05% of assets) as
compared to $110,931 (.16% of total loans and .10% of assets) at December 31,
2003. The allowance for loan losses was 1044.74% of non-performing loans at
September 30, 2004 (648.65% at December 31, 2003). There were no loans past due
ninety days and still accruing interest at September 30, 2004 or December 31,
2003.

         Loans receivable, net is comprised of the following:

                                      September 30,      December 31,
                                          2004             2003
                                      ------------------------------
Real estate -construction             $  3,138,871         3,087,734
Residential real estate                 20,493,630        20,998,556
Commercial real estate                  31,956,790        23,625,527
Commercial-other                        18,323,498        18,953,973
Installment and other                    4,009,320         4,196,873
                                      ------------      ------------
                                        77,922,109        70,862,663
Unearned loan fees and costs, net           15,635            16,190
                                      ------------      ------------
                                        77,937,744        70,878,853
Allowance for loan losses                 (794,100)         (720,000)
                                      ------------      ------------
                                      $ 77,143,644        70,158,853
                                      ============      ============



         The securities portfolio at September 30, 2004 amounted to $32,861,336,
an increase of $6,505,635, or 24.7% from the amount at December 31, 2003 as
funds obtained through deposit increases and exercise of warrants, and not
invested in loans, were invested in securities. Available for sale investment
securities increased to $24,625,560 at September 30, 2004 from $17,505,600 at
December 31, 2003. Held to maturity securities decreased to $7,468,676 at
September 30, 2004 from $8,208,601 at December 31, 2003. The carrying amount of
available for sale securities includes a net unrealized loss of $101,185 at
September 30, 2004 (reflected as unrealized losses of $66,782 in stockholders'
equity after deferred taxes) as compared to a net unrealized gain of $2,047
($1,351 after deferred taxes) as of December 31, 2003. The unrealized losses
were created by the rising market interest rates during 2004.
Management believes that these unrealized losses are not "other-than-temporary."

         Deposits are the major source of funds for lending and investment
activities. Deposits increased $23,745,528 (23.9%) to $123,055,324 at September
30, 2004 from $99,309,796 at December 31, 2003. Non-interest bearing deposits
increased $1,610,317 or 5.9%, savings deposits increased $14,444,420 or 51.2%,
interest bearing demand deposits increased $2,028,776 or 17.2% and certificates
of deposit increased $5,662,015 or 17.4% during the nine months ended September
30, 2004. Certificates of deposit in amounts of $100,000 and over totaled
$15,6613870 at September 30, 2004 and $12,687,150 at December 31, 2003.
Approximately $7 million of the increase in total deposits was attributable to a
new branch that opened in January 2004 located in Millersville, Maryland.
Included in the September 30, 2004 savings deposits is a $6 million escrow
account and a savings account which received a deposit of $8.9 million in late
September 2004. It is anticipated that funds in the escrow account will be
withdrawn from the account in October or November 2004.




                                       11
<PAGE>



     Deposits are comprised of the following:

                                              September 30,      December 31,
                                                  2004             2003
                                          ----------------------------------

     Non-interest bearing deposits              $28,708,096      27,097,779
     Savings deposits                            42,325,936      27,881,516
     Interest bearing demand deposits            13,812,086      11,783,310
     Certificates of deposit                     38,209,206      32,547,191
                                          ----------------------------------
                                               $123,055,324      99,309,796
                                          ==================================


         Total stockholders' equity was $15,382,560 at September 30, 2004
representing an increase of $1,246,138 from December 31, 2003. The increase from
December 31, 2003 was attributable to earnings of $387,091, proceeds from the
exercise of warrants of $1,101,600, proceeds from the sales of common stock
under the Dividend Reinvestment and Stock Purchase Plan and the Employee Stock
Purchase Plan of $56,354, less unrealized losses on available for sale
investment securities, net of taxes, of $68,133 and dividends of $230,774 ($0.17
per share). Dividends included a special $.05 per share dividend declared and
paid during the first quarter of 2004.

         At September 30, 2004, we continued to exceed all regulatory capital
requirements to be considered a "well capitalized" financial institution under
federal regulations.

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2004 and 2003
---------------------------------------------

Net income

         Net income for the nine months ended September 30, 2004 was $387,091 or
$.29 per share ($.26 per share fully diluted), an increase of $71,546, or 22.7%,
from $315.545 or $.34 per share ($.27 per share fully diluted) during the nine
months ended September 30, 2003. Net interest income increased by 21.6% during
the first nine months of 2004 versus the first nine months of 2003 while
operating expenses increased by 16.5% during the same period. Net income was
adversely affected during the first nine months of 2004 as compared to the first
nine months of 2003 because of the following:

     1.   County  National  Bank  opened a new  branch in January  2004  causing
          additional expenses (employee compensation,  rent, asset depreciation,
          etc) during 2004 versus 2003.

     2.   In connection  with the opening of the new branch,  marketing  efforts
          were increased with accompanying additional expenses.

     3.   During the first nine months of 2003,  CN Bancorp,  Inc.  had gains on
          sales of  securities  in the amount of $43,652.  During the first nine
          months of 2004, securities sales resulted in a loss of $306.

         During the last quarter of 2003 and the first quarter of 2004, warrants
to purchase CN Bancorp, Inc. common stock were exercised increasing the average
outstanding shares of common stock to 1,356,179 in the first nine months of 2004
from 932,037 in the first nine months of 2003. CN Bancorp, Inc. has not yet
fully invested the additional capital from the common stock sales in loans
resulting in a decrease in earnings per share to $0.29 ($0.26 fully diluted) in
the first nine months of 2004 from $0.34 ($0.27 fully diluted) in the first nine
months of 2003.

Net Interest Income and Net Interest Margin

         Net interest income is the amount by which interest earned on assets
exceeds the interest paid on interest-bearing liabilities. CN Bancorp, Inc.'s
principal interest earning assets are loans to businesses and individuals.
Interest-bearing liabilities consist primarily of savings accounts, money market
accounts and certificates of deposit. Generally, changes in net interest income
are measured by net interest rate spread and net interest margin. Net interest
rate spread is equal to the difference between the average rate earned




                                       12
<PAGE>


on interest earning assets and the average rate incurred on interest-bearing
liabilities. Net interest margin represents the difference between interest
income (including net loan fees earned) and interest expense calculated as a
percentage of earning assets.

         Total interest income increased by $468,398 or 12.7% to $4,151,220 for
the nine months ended September 30, 2004 as compared to the first nine months of
2003. This increase in interest income was primarily attributable to the
increase in interest earning assets during 2004. The increase from earning
assets was partially offset by a decline in yields on the earning assets. The
low interest rate environment has resulted in reduced yields on loans and
security investments. There were some increases in market interest rates during
the second and third quarters as the Federal Reserve raised short term rates.
Average interest earning assets increased by approximately $19,764,000 or 20.0%
to $118,401,000 in the first nine months of 2004 as compared to $98,637,000 in
the first nine months of 2003 and the yield on the interest earning assets
declined to 4.67% in the first nine months of 2004 from 4.98% in the first nine
months of 2003.

         Interest expense decreased by $118,286 or 12.2% to $853,618 for the
nine months ended September 30, 2004 as compared to $971,904 during the first
nine months of 2003. This decrease was primarily attributable to reduced market
interest rates, particularly their effect on certificates of deposits that
re-priced during the first half of 2004. The reduction in interest expense from
reduced interest rates was offset in part by interest costs resulting from an
increase in average interest bearing liabilities during the nine months ended
September 30, 2004 as compared to the nine months ended September 30, 2003.
Average interest bearing liabilities increased by approximately $9,834,000 or
13.8% to $81,199,000 in the nine months ended September 30, 2004 as compared to
$71,365,000 in the nine months ended September 30, 2003 and the cost of the
interest bearing funds declined to 1.40% in the first nine months of 2004 from
1.82% in the first nine months of 2003.

         Net interest income increased by $586,684 or 21.6% during the nine
months ended September 30, 2004 as compared to the nine months ended September
30, 2003. Net interest income increased because the growth of interest earning
assets exceeded the growth of interest bearing liabilities and the net interest
spread increased from 3.16% to 3.27%. The net interest margin was 3.71% and
3.66% in the nine months ended September 30, 2004 and September 30, 2003,
respectively.

         The tables below present a summary of CN Bancorp, Inc.'s average daily
balances, rates, interest income and expense, the interest rate spread and net
interest margins for the nine months ended September 30, 2004 and 2003:

<TABLE>
<CAPTION>

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

                         AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE


                                                            Nine Months Ended September 30,
(in thousands)                                             2004                          2003
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
                                              Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------
Assets:
Interest-Earning Assets:
  Federal funds sold                            $12,203       $110   1.20%     $10,974       $94    1.14%
  Interest bearing deposits                       3,655         48   1.75%       2,296        24    1.39%
  Investment securities                          28,988        661   3.04%      21,790       509    3.11%

  Loans receivable                               74,308      3,332   5.98%      64,335     3,056    6.33%
     Allowance for loan losses                     (753)         -       -       (758)         -       -
                                             ------------------------------ ------------------------------
                                                 73,555      3,332   6.04%      63,577     3,056    6.41%
                                             ------------------------------ ------------------------------
     Total Interest Earning Assets              118,401      4,151   4.67%      98,637     3,683    4.98%
                                             ------------------------------ ------------------------------
Non-interest Earning Assets                       9,774                          8,341
                                             -----------                    -----------
          Total Assets                         $128,175                       $106,978
                                             ===========                    ===========


</TABLE>



                                       13
<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>            <C>   <C>       <C>           <C>    <C>
                                                            Nine Months Ended September 30,
(in thousands)                                             2004                          2003
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
(Continued)                                   Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------
Liabilities and Stockholders' Equity:
Interest -Bearing Liabilities:
  Interest bearing demand deposits              $13,320        $46   0.46%     $12,277       $48    0.52%
  Savings accounts                               31,888        203   0.85%      23,723       168    0.94%
  Time deposits                                  33,771        592   2.34%      32,767       739    3.00%
  Note payable                                        -          -       -          84         3    4.76%
  Securities sold under agreements
    to repurchase                                 2,220         12    .72%       2,514        14     .74%
                                             ------------------------------ ------------------------------
     Total Interest Bearing Liabilities          81,199        853   1.40%      71,365       972    1.82%
                                             ------------------------------ ------------------------------
Non-interest Bearing Liabilities:
  Demand deposits                                31,424                         25,430
  Other                                             421                            295
                                             -----------                    -----------
         Total Liabilities                      113,044                         97,090
Stockholders' Equity                             15,131                          9,888
                                             -----------                    -----------
         Total Liabilities and Equity          $128,175                       $106,978
                                             ===========                    ===========
                                                        -----------                    ----------
Net Interest Income                                         $3,298                        $2,711
                                                        ===========                    ==========
Net Interest Spread                                                  3.27%                          3.16%
Net Interest Margin                                                  3.71%                          3.66%
Ratio of Interest-Earning Assets
  to Interest-Bearing Liabilities                145.82%                        138.21%

Yields on securities are calculated based on amortized cost.
Nonaccruing loans are included in the average loan balances outstanding.

</TABLE>



         The table below presents the relative contribution of changes in
volumes and changes in rates to the changes in net interest income for the first
nine months of 2004 versus the first nine months of 2003. The change in the
interest income and interest expense attributable to the combined impact of both
volume and rate has been allocated proportionately to the change due to volume
and the change due to rates.


                                                      2004 vs. 2003
                                                      -------------
                                                    Increase (Decrease)
                                           Volume          Rate        Total
                                        ---------------------------------------
Interest-Earning Assets:
   Federal funds and interest bearing
     deposits with banks                $  17,237         22,378         39,615
   Securities                             268,893       (116,929)       151,964
   Loans receivable                       468,451       (191,632)       276,819
                                        ---------------------------------------
      Net Change in Interest Income       754,581       (286,183)       468,398
                                        ---------------------------------------

Interest Bearing Liabilities:
   Interest bearing deposits              192,187       (306,269)      (114,082)
   Note payable                            (2,563)          --           (2,563)
   Securities sold under agreements
      To repurchase                        (1,653)            12         (1,641)
                                        ---------------------------------------
      Net Change in Interest Expense      187,971       (306,257)      (118,286)
                                        ---------------------------------------

      Change in Net Interest Income     $ 566,610         20,074        586,684
                                        =======================================



                                       14
<PAGE>



Provision for Loan Losses

         The  allowance  for  loan  losses   represents  an  amount  which,   in
management's  judgment,  will be adequate to absorb losses on outstanding loans.
Loans deemed  uncollectible are charged against the allowance,  while recoveries
are credited to the  allowance.  Management  adjusts the level of the  allowance
through the  provision  for loan losses,  which is recorded as a current  period
operating expense. The amount of the allowance and the provision for loan losses
are based on  management's  ongoing  assessment  of CN  Bancorp,  Inc.'s  credit
exposure  and  consideration  of  other  relevant  factors  using  a  consistent
methodology, as amended in the second quarter of 2004.

         CN Bancorp's methodology includes an evaluation of allowance based upon
factors  including:  results  of  a  continuous  review  of  delinquency  rates;
delinquent,  classified and nonaccrual loans,  large loans and overall portfolio
quality; reviews of the portfolio by regulatory authorities and third party loan
review  firms;  analytical  review of loan  charge  off  experience;  historical
experience;  concentrations of risk, if any; and management's  judgment relative
to economic  conditions and the nature of the portfolio.  The calculation of the
allowance for loan losses is based upon loan  categories  except for loans rated
substandard,  doubtful or loss, which are evaluated separately and assigned loss
amounts based upon the  evaluation.  Loss ratios are applied to each category of
loan to determine estimated loss amounts.  Categories of loans are identified as
consumer  (secured  and  unsecured),  commercial  (secured  and  unsecured)  and
mortgage  loans  (residential  and  commercial  real  estate).  Loss  ratios are
determined based upon historical  Company loss ratios adjusted for the effect of
current economic conditions,  any industry  concentration or identified weakness
in an industry,  credit management and underwriting  policies  changes,  secured
versus  unsecured  nature  of loan  category  and any other  adjustments  deemed
appropriate to measure risk of loss.

         The  adequacy  of the  allowance  for loan  losses is reviewed at least
quarterly.  Loans are  assigned a risk  rating  upon  inception  based upon risk
rating  criteria  consistent  with  regulatory  definitions.  The risk rating is
adjusted,  as necessary,  if loans become  delinquent,  if  significant  adverse
information is discovered  regarding the  underlying  credit and, in the case of
commercial loans and commercial real estate loans, the normal periodic review of
the underlying credit indicates that a change in risk rating is appropriate.  An
estimated  "low" and  "high"  loss  percentage  is applied to loans in each risk
rating. These loss percentages increase as the loan risk rating increases. Loans
rated as  substandard,  doubtful  or loss by  regulatory  authorities  or by the
Company's internal loan review system are evaluated separately and assigned loss
amounts  based upon the separate  evaluation.  Risks factors  identified  beyond
individual  loan  risks,  such as  economic  conditions,  underwriting  standard
exceptions,  loan security and loan  concentrations,  are quantified  based upon
management's  estimations of loss exposure.  Loss percentages used are generally
based upon  management's  best  estimates of loss rates based upon risk ratings.
Estimated  "low" and  "high"  allowance  for loan loss  amounts  are  derived by
accumulating  the estimated  losses using the "low" and "high" loss  percentages
for each risk rating and adding losses based upon separate loan  evaluations and
identified other risks. The actual allowance for loan losses is compared to this
range to ascertain  that it is at the  appropriate  level  within the range.  In
addition,  on at least a  quarterly  basis,  we compare our  allowance  for loan
losses  (as a  percentage  of  loans) to peer  group  levels  to  ascertain  the
reasonableness of our estimates.

         Until the second  quarter of 2004,  the Company  relied upon peer group
loss  ratios in its  allowance  calculations  because  of its  relatively  short
operating  history,  which began in 1996. The Company believed its experience is
sufficient  for it to rely primarily upon its loss history and the other factors
described  above,  rather  than on peer  losses,  and  amended  its  methodology
accordingly.  This amended methodology did not produce any significant change in
the allowance for loan losses or resultant provision for loan losses.

         Management  believes  that the  allowance  is  adequate.  However,  its
determination  requires significant  judgment,  and estimates of probable losses
inherent in the loan portfolio can vary  significantly from the amounts actually
observed.  While  management  uses available  information to recognize  probable
losses,  future  additions to the allowance may be necessary based on changes in
the credits  comprising the portfolio and changes in the financial  condition of
borrowers,  such as may result from changes in economic conditions. In addition,
regulatory  agencies,  as an integral  part of their  examination  process,  and
independent  loan review firms engaged by the Company,  periodically  review the
credit  portfolio  and the  allowance.  These  reviews may result in  additional
provisions based on these third-party  judgments of information available at the
time of each examination.




                                       15
<PAGE>


         The provision for loan losses was $118,339 during the nine months ended
September  30, 2004 as compared to $95,811 for the nine months  ended  September
30, 2003, an increase of $22,528 or 23.5%.

         The allowance for loan losses  represents  1.02% of loans receivable at
September  30, 2004 and December 31, 2003.  CN Bancorp,  Inc. has no exposure to
foreign countries or foreign borrowers.  Management  believes that the allowance
for loan losses is adequate for each period presented.

         The table below summarizes CN Bancorp,  Inc.'s loan loss experience for
the nine  months  ended  September  30, 2004 and  September  30, 2003 as well as
certain  ratios  related to net  charge-offs  and the  allowance for loan losses
(ALL) as a percent of the total loan portfolio.

<TABLE>
<CAPTION>

<S>                                                 <C>                         <C>

                                                   Nine Months Ended      Nine Months Ended
                                                  September 30, 2004     September 30, 2003
                                                  ------------------     -------------------
Allowance for loan losses:
Beginning balance
                                                    $ 720,000                   745,000
   Charge-offs:
      Commercial loans                                (24,146)                 (117,514)
      Consumer loans                                  (37,465)                  (18,399)
   Recoveries:
      Commercial loans                                  6,491                      --
      Consumer loans                                   10,881                     5,102
   Provision for loan losses
                                                      118,339                    95,811
                                                    ---------                ----------
Ending balance
                                                    $ 794,100                   710,000
                                                    =========                ==========
Ratios:
Net charge-offs to average loans                         0.06%                     0.20%
Net charge-offs to provision for loan losses            37.29%                   136.50%
Allowance for loan losses to loans receivable            1.02%                     1.05%

</TABLE>



Non-interest Income

         Non-interest income consisted primarily of fees and charges from
depository accounts, increases in cash surrender value of life insurance
policies, gains (losses) on sales of securities and other income. Non-interest
income increased $27,186 or 4.1%, to $696,458 for the nine months ended
September 30, 2004 as compared to $669,272 for the nine months ended September
30, 2003. This increase was primarily attributable to increases in fees and
services charges from deposit account activity of $73,874 in the first nine
months of 2004 as compared to the first nine months of 2003. This increased
income was partially offset by the decrease in the income earned on owned life
insurance policies of $10,202 resulting from the lower interest rate environment
during 2004 and the gain on sale of securities of $43,652 in 2003 whereas 2004
sales resulted in a net loss of $306.

Non-interest Expense

         Non-interest expense was $3,300,747 during the nine months ended
September 30, 2004 representing an increase of $468,157 or 16.5%, as compared to
$2,832,590 during the nine months ended September 30, 2003. The primary reason
for the increase was the opening of a new branch in January 2004 resulting in
increased operating expenses. Compensation and benefits increased $253,619
(17.3%) because of new branch personnel, normal salary increases, and the
increased number of employees necessary to manage the growing lending and
depository activities of the institution. Occupancy expenses increased $51,377
(20.4%) and depreciation and amortization increased $55,918 (22.1%) because of
the new branch location. Marketing efforts were increased because of the new
branch resulting in $99,350 in marketing expenses in the first nine months of
2004 as compared to $65,203 in 2003. The increased size of the Company has
resulted in more deposit and loan accounts and associated activity resulting in
increased other operating expenses.




                                       16
<PAGE>


Income Taxes

         Income tax expense was $187,883 (32.7% of pre-tax income) for the nine
months ended September 30, 2004 as compared to $136,244 (30.2% of pre-tax
income) for the nine months ended September 30, 2003.


Three Months Ended September 30, 2004 and 2003
----------------------------------------------

Net income

         Net income for the three months ended September 30, 2004 was $145,587
or $.11 per share ($.10 per share fully diluted), an increase of $49,192, or
51.0%, from $96,395 or $.10 per share ($.08 per share fully diluted) during the
three months ended September 30, 2003. The increase in net interest income was
partially offset by increases in operating expenses. Operating expenses
increased because of the opening of a new branch office in January 2004.

         Total interest income increased by $244,194 or 20.1% to $1,459,313 for
the three months ended September 30, 2004 as compared to the three months ended
September 30, 2003. This increase in interest income was primarily attributable
to the increase in interest earning assets during 2004.

         Interest expense increased by $41,618 or 14.8% to $323,222 for the
three months ended September 30, 2004 as compared to $281,604 during the three
months ended September 30, 2003. This increase was primarily attributable to the
increase in average interest bearing liabilities during the three months ended
September 30, 2004 as compared to the three months ended September 30, 2003.

         Net interest income increased by $202,576, or 21.7% during the three
months ended September 30, 2004 versus the same period of 2003 because of
increases in interest bearing assets.

Provision for Loan Losses

         The provision for loan losses was $41,005 during the three months ended
September 30, 2004 as compared to $34,274 for the three months ended September
30, 2003.

Non-interest Income

         Non-interest income consisted primarily of fees and charges from
depository accounts, increases in cash surrender value of life insurance
policies, gains on sale of securities and other income. Non-interest income
increased $31,699 or 14.6%, to $249,223 for the three months ended September 30,
2004 as compared to $217,524 for the three months ended September 30, 2003. This
increase was primarily attributable to increases in fees and services charges
from deposit account activity of $32,462 in the third quarter of 2004 as
compared to the third quarter of 2003.

Non-interest Expense

         Non-interest expense was $1,126,116 during the three months ended
September 30, 2004 representing an increase of $145.991 or 14.9%, as compared to
$980,125 during the three months ended September 30, 2003. The primary reason
for the increase was the opening of a new branch in January 2004 resulting in
increased operating expenses. Compensation and benefits increased $83,143
(16.3%) because of new branch personnel, normal salary increases and the
increased number of employees necessary to manage the growing lending and
depository activities of the institution. Occupancy expenses increased $14,567
(15.6%) and depreciation and amortization increased $17,456 (20.3%) because of
the new branch location. The increased size of the Company has resulted in more
deposit and loan accounts and associated activity resulting in increased other
operating expenses.

Income Taxes

         Income tax expense was $72,606 (33.3% of pre-tax income) for the three
months ended September 30, 2004 as compared to $40,245 (29.5% of pre-tax income)
for the three months ended September 30, 2003.




                                       17
<PAGE>


LIQUIDITY

         Liquidity represents CN Bancorp, Inc.'s ability to efficiently manage
cash flows to support the lending activities and the requirements of depositors.
Liquidity is essential to fund operations and growth. Liquidity needs may be met
by converting assets into cash or obtaining sources of additional funding.

         Liquidity, which generally is maintained in cash and amounts due from
banks and federal funds sold, totaled $22,761,561 at September 30, 2004 compared
to $10,945,679 at December 31, 2003. Additional sources of asset liquidity
include interest bearing deposits in other banks and cash flow from the
investment and loan portfolios. Liquidity needs may also be met by selling
securities available for sale, selling loans or raising additional capital. At
September 30, 2004, available for sale debt securities totaled $24,625,560 as
compared to $17,505,600 at December 31, 2003.

         Liability liquidity includes the ability to attract deposits at
competitive rates. In addition, CN Bancorp, Inc. has established a $1.5 million
unsecured fed funds borrowing facility and a $2.5 million secured borrowing
facility with a correspondent commercial bank as a reliable source for
short-term funds. Borrowings under the secured facility would be collateralized
by securities in the investment portfolio. CN Bancorp, Inc. has never borrowed
funds under this facility.

         CN Bancorp, Inc. has sufficient liquidity to meet its needs. Maturing
certificates of deposit are usually retained as we offer competitive rates on
certificates of deposit. Management is not aware of any demands, trends,
commitments, or events that would result in CN Bancorp, Inc.'s inability to meet
anticipated or unexpected liquidity needs.

         CN Bancorp, Inc. is a single bank holding company with no current
business operations other than managing its investment in County National Bank
and holding cash. CN Bancorp, Inc. pays its expenses from its own cash and from
dividends, if any, from County National Bank. County National Bank may only pay
dividends to CN Bancorp, Inc. if it complies with certain regulatory
requirements.

OFF-BALANCE SHEET ARRANGEMENTS

         Standby letters of credit are conditional commitments issued by County
National Bank to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. County National Bank
holds collateral supporting those commitments for which collateral is deemed
necessary. County National Bank has not been required to perform on any
financial guarantees and has not recorded or incurred any losses on its
commitments. The issuance of letters of credit is not a significant activity of
County National Bank. Outstanding letters of credit at September 30, 2004 total
$2,320,113 ($2,172,057 at December 31, 2003).

         Commitments to extend credit are agreements to lend funds to customers
as long as there are no violations of any condition established in the loan
contracts. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Bank evaluates each customer's credit worthiness on a case-by-case basis. The
amount of collateral obtained, if it is deemed necessary by County National Bank
upon extension of credit, is based on management's credit evaluation of the
counter party. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment as well as income producing properties.
Commitments to extend credit total $10,348,181 at September 30, 2004 ($9,156,931
at December 31, 2003). We believe that we have adequate resources to fund all
loan commitments.



                                       18
<PAGE>





         County National Bank has entered into leases for its branches and
office space, most of which contain renewal options. The minimum net
noncancelable future rental commitments at December 31, 2003 were as follows:


                                Year Ending
                               December 31,
                               ------------
                                   2004                  $221,442
                                   2005                   227,520
                                   2006                   141,900
                                   2007                    70,800
                                   2008                    25,000
CAPITAL ADEQUACY

         Risk-based capital provides the basis for which all banks are evaluated
by regulators in terms of capital adequacy by assigning varying risk weights to
the individual assets held by a bank. Weights are also assigned to the
"credit-equivalent" amounts of certain off-balance sheet items. Under applicable
regulations, banks are rated as "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized" based upon their capital levels. Banks that are classified as
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized" are subject to increased regulatory oversight. The table below
provides a comparison of CN Bancorp, Inc.'s consolidated (Company) and County
National Bank's (Bank) risk-based capital ratios and leverage ratios to the
minimum regulatory requirements for the indicated periods.


<TABLE>
<CAPTION>

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

                                                                                 Minimum Ratios
                                                                   -------------------------------------------
                               September 30,       December 31,      To be "Adequately         To be "Well
                                    2004               2003             Capitalized"          Capitalized"
                             ------------------- ----------------- -----------------------  ------------------

         Total capital:
            Company                17.9%              19.6%                 8.0%                    -
            Bank                   13.6%              14.6%                 8.0%                  10.0%
         Tier I:
            Company                16.9%              18.6%                 4.0%                    -
            Bank                   12.6%              13.6%                 4.0%                  6.0%
         Leverage Total:
            Company                10.9%              12.3%                 4.0%                    -
            Bank                    8.0%               8.9%                 4.0%                  5.0%

</TABLE>


         At September 30, 2004 and December 31, 2003, CN Bancorp, Inc. exceeded
the capital requirements and the Bank exceeded the capital requirements
necessary to be considered a "well capitalized" financial institution under
federal regulations.

EFFECTS OF INFLATION

         CN Bancorp, Inc.'s asset and liability structure is primarily monetary
in nature. As such, asset and liability values tend to move in concert with
inflation. Changes in interest rates may have a more significant impact on
financial performance than the effects of the general levels of inflation.
Interest rates do not necessarily move in the same direction or at the same
magnitude as prices of other goods and services, and may frequently reflect
government policy initiatives or economic factors not measured by a price index.
CN Bancorp, Inc. strives to manage its interest sensitive assets and liabilities
in order to offset the effects of rate changes and inflation.



                                       19
<PAGE>



                           FORWARD LOOKING STATEMENTS

         The Company makes forward-looking statements in this Management's
Discussion and Analysis of Financial Condition and Results of Operations that
are subject to risks and uncertainties. These forward-looking statements
include: statements of goals, intentions, and expectations; estimates of risks
and of future costs and benefits; assessments of probable loan losses and market
risk; and statements of the ability to achieve financial and other goals. These
forward-looking statements are subject to significant uncertainties because they
are based upon or are affected by: management's estimates and projections of
future interest rates, market behavior and other economic conditions; future
laws and regulations; and a variety of other matters which, by their nature, are
subject to significant uncertainties. Because of these uncertainties, the
Company's actual future results may differ materially from those indicated. In
addition, the Company's past results of operations do not necessarily indicate
its future results.

Item 3. Controls and Procedures

         CN Bancorp, Inc.'s management, under the supervision and with the
participation of its Chief Executive Officer and the Chief Financial Officer,
evaluated as of the last day of the period covered by this report, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of
1934. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
adequate. There were no significant changes in the Company's internal controls
over financial reporting (as defined in Rule 13a-15 under the Securities Act of
1934) during the quarter ended September 30, 2004, that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

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

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other information

         None

Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits

          31(a),(b)         Rule 13a-14(a)/15d-14(a) Certifications




                                       20
<PAGE>

          32(a),(b)         18 U.S.C. Section 1350 Certifications

     (b) Reports of Form 8-K.

                  CN Bancorp, Inc. filed no Reports on Form 8-K during the third
                  quarter of 2004.



                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                          CN Bancorp, Inc.


            Date :   November 5, 2004      By:     /s/ Jan W. Clark
                                                  ------------------------
                                                  Jan W. Clark
                                                  President and Chief Executive
                                                  Officer


            Date :   November 5, 2004      By:     /s/ Michael T. Storm
                                                  ---------------------
                                                  Michael T. Storm
                                                  Chief Financial Officer







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