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 June 30, 2003
                        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 July 25, 2003, the issuer had 998,315 shares of Common Stock
outstanding.
         Transitional Small Business Disclosure Format

                                  YES __ NO _X_




                                       1
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                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         CN BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       June 30, 2003 and December 31, 2002


                                                                           (Unaudited)
                                                                            June 30,           December 31,
                                                                              2003                 2002
                                                                         ----------------     --------------
<S>                                                                           <C>                 <C>
       ASSETS

       Cash and due from banks                                                $2,784,848          3,334,970
       Federal funds sold                                                      8,792,171         12,787,499
       Interest bearing deposits                                               2,848,484          1,925,878
       Investment securities - available for sale                             15,935,974          9,089,740
       Investment securities - held to maturity                                9,522,796          7,531,558
       Other securities                                                          611,500            496,200
       Loans receivable, net of allowance for loan losses                     64,069,622         63,367,973
       Accrued interest receivable on loans and securities                       393,336            379,795
       Property, equipment and leasehold improvements, net                     3,376,738          3,364,777
       Income taxes receivable and deferred                                      101,261             94,267
       Cash surrender value of life insurance                                  1,267,217          1,236,561
       Prepaid expenses and other assets                                         168,379            434,591
                                                                         ----------------     --------------
                    Total Assets                                            $109,872,326        104,043,809
                                                                         ================     ==============

       LIABILITIES

       Deposits                                                              $94,367,871         92,960,738
       Securities sold under agreements to repurchase                          3,250,564            987,510
       Note payable                                                                    -            250,000
       Official checks                                                         1,145,594            609,102
       Dividends payable                                                          29,949             25,800
       Accounts payable and accrued expenses                                     247,627            215,435
                                                                         ----------------     --------------
                    Total Liabilities                                         99,041,605         95,048,585
                                                                         ----------------     --------------


       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: 998,315 shares at June 30, 2003
              and 860,000 at December 31, 2002                                 9,983,150          8,600,000
       Additional paid in capital                                                172,871           (99,521)
       Retained earnings                                                         603,505            441,150
       Accumulated other comprehensive income:
             Unrealized gains on securities available for sale                    71,195             53,595
                                                                         ----------------     --------------

                    Total Stockholders' Equity                                10,830,721          8,995,224
                                                                         ----------------     --------------

                   Total Liabilities and Stockholders' Equity               $109,872,326        104,043,809
                                                                         ================     ==============



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                                                           CN BANCORP, INC. AND SUBSIDIARY
                                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                         For the Six and Three Months ended June 30, 2003 and 2002 (Unaudited)


                                                       Six Months Ended                        Three Months Ended
                                                           June 30,                                 June 30,
                                                    2003               2002                2003                  2002
                                               ---------------    ---------------    -----------------     -----------------
<S>                                                <C>                 <C>                  <C>                   <C>
Interest income:
   Interest and fees on loans                      $2,049,464          2,147,862            1,031,328             1,078,963
   Federal funds sold                                  75,628             84,725               39,440                46,646
   Interest bearing deposits                           13,162             22,541                7,143                11,303
   Securities                                         329,449            332,000              166,802               172,816
                                               ---------------    ---------------    -----------------     -----------------
                                                    2,467,703          2,587,128            1,244,713             1,309,728
                                               ---------------    ---------------    -----------------     -----------------
Interest expense:
   Certificates of deposit, $100,000 or more          148,064            176,010               71,821                91,517
   Other deposits                                     531,518            654,521              249,733               321,335
   Note payable                                         2,563                  -                    -                     -
   Repurchase agreements                                8,155             19,968                5,082                 9,771
                                               ---------------    ---------------    -----------------     -----------------
                                                      690,300            850,499              326,636               422,623
                                               ---------------    ---------------    -----------------     -----------------

             Net interest income                    1,777,403          1,736,629              918,077               887,105

Provision for loan losses                              61,537             65,594               33,376                31,923
            Net interest income after
                                               ---------------    ---------------    -----------------     -----------------
              provision for loan losses             1,715,866          1,671,035              884,701               855,182
                                               ---------------    ---------------    -----------------     -----------------

Other income:
   Fees and service charges from
      depository accounts                             336,594            299,044              182,198               149,188
   Gain on sale of securities                          43,623                  -                    -                     -
   Cash surrender value of life
       insurance increase                              30,656              5,223               14,854                 5,223
   Other income                                        40,875             57,975               20,586                27,280
                                               ---------------    ---------------    -----------------     -----------------
                                                      451,748            362,242              217,638               181,691
                                               ---------------    ---------------    -----------------     -----------------
Operating expenses:
   Compensation and related expenses                  956,479            861,775              487,735               440,074
   Occupancy expense                                  158,713            138,835               77,437                71,264
   Depreciation and amortization                      166,637            163,435               83,382                81,759
   Consulting expense                                  41,680             33,345               27,082                16,869
   Data processes expense                              83,691             88,630               41,915                43,591
   Director fees                                       38,650             37,050               19,200                18,700
   Marketing expense                                   36,918             28,951               18,219                10,104
   Equipment maintenance costs                         44,990             37,032               23,105                19,661
   Stationery and office supplies                      38,400             43,406               20,948                22,971
   Other operating expenses                           286,307            253,144              148,742               131,805
                                               ---------------    ---------------    -----------------     -----------------
                                                    1,852,465          1,685,603              947,765               856,798
                                               ---------------    ---------------    -----------------     -----------------
Net income before income taxes                        315,149            347,674              154,574               180,075
Income tax expense (Note 10)                           95,999            120,065               46,342                63,626
                                               ---------------    ---------------    -----------------     -----------------
NET INCOME                                           $219,150            227,609              108,232               116,449
                                               ===============    ===============    =================     =================

Basic earnings per share                                 $.24               $.26                $ .12                 $ .14
                                               ===============    ===============    =================     =================
Diluted earnings per share                               $.19               $.21                 $.09                  $.11
                                               ===============    ===============    =================     =================
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                                                              CN BANCORP, INC. AND SUBSIDIARY
                                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                For the Six Months ended June 30, 2003 and 2002 (Unaudited)

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

                                                                                                  Accumulated
                                                              Additional                             Other
                                              Common            Paid in         Retained         Comprehensive
                                              Stock             Capital         Earnings             Income              Total

<S>                                         <C>                <C>               <C>                    <C>           <C>
December 31, 2001                            $8,600,000         (99,521)          175,615                1,228         8,677,322
-----------------
Comprehensive income:
   Net income                                                                     227,609

   Change in unrealized gains and
     losses on securities available
     for sale, net of taxes of $24,324                                                                  38,659

        Total comprehensive income                                                                                       266,268

Dividends ($.06 per share)                                                       (51,599)                               (51,599)

                                           -------------     ------------    -------------    -----------------     -------------
June 30, 2002                                $8,600,000         (99,521)          351,625               39,887         8,891,991
                                           =============     ============    =============    =================     =============



December 31, 2002                            $8,600,000         (99,521)          441,150               53,595         8,995,224
-----------------
Comprehensive income:
   Net income                                                                     219,150

   Change in unrealized gains and
     losses on securities available
     for sale, net of taxes of $23,898                                                                  46,391

   Reclassification adjustment for gains
     included in net income, net of
     tax of $14,832                                                                                   (28,791)

           Total comprehensive income                                                                                    236,750

Proceeds from sale of common stock,
    net of offering costs of $350,025         1,383,150          272,392                                               1,655,542

Dividends ($.06 per share)                                                       (56,795)                               (56,795)

                                           -------------     ------------    -------------    -----------------     -------------
June 30, 2003                                $9,983,150          172,871          603,505               71,195        10,830,721
                                           =============     ============    =============    =================     =============

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                                       4
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<CAPTION>







                                                     CN BANCORP, INC. AND SUBSIDIARY
                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             For the Six Months ended June 30, 2003 and 2002
                                                               (Unaudited)

                                                                                           For the Six Months Ended
                                                                                                   June 30,
                                                                                        -------------------------------
                                                                                          2003                  2002
                                                                                     ----------------      ----------------
<S>                                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                  $219,150               227,609
Adjustments to reconcile net income to net cash
  provided by operations:
  Depreciation and amortization of property,
      equipment and leasehold improvements                                                   166,637               163,435
  Gain on sales of securities                                                               (43,623)                     -
  Increase in accrued interest receivable                                                   (13,541)              (15,228)
  Deferred income taxes                                                                     (16,060)                10,418
  Provision for loan losses                                                                   61,537                65,594
  Decrease (increase) in other assets                                                        266,212              (63,898)
  Increase in other liabilities                                                               32,192               139,804
  Increase in official checks                                                                536,492               362,238
  Increase in cash surrender value of life insurance                                        (30,656)               (5,223)
  Amortization of premium/discount and other                                                  16,913                   122
                                                                                     ----------------      ----------------
Net cash provided by operating activities                                                  1,195,253               884,871
                                                                                     ----------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                                                      (763,186)           (3,294,363)
Investment in interest bearing deposits                                                    (922,606)               (5,357)
Investment in securities - available for sale                                           (13,005,731)          (12,505,316)
Investment in securities - held to maturity                                              (4,048,127)           (1,500,000)
Investment in other securities                                                             (115,300)                     -
Principal proceeds from redemption of securities                                           5,237,418             6,250,000
Proceeds from sales of available for sale securities                                       3,032,344                     -
Investment in life insurance policies                                                              -           (1,200,000)
Purchase of property, equipment and leasehold
  improvements                                                                             (178,598)              (91,821)
                                                                                     ----------------      ----------------
Net cash used by investing activities                                                   (10,763,786)          (12,346,857)
                                                                                     ----------------      ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits including interest credited                                       1,407,133            11,751,241
Net increase in securities sold under agreements to repurchase                             2,263,054             1,527,601
Note payable repayment                                                                     (250,000)                     -
Sale of common stock, net of offering costs                                                1,655,542                     -
Dividends paid                                                                              (52,646)              (51,599)

                                                                                     ----------------      ----------------
Net cash provided by financing activities                                                  5,023,083            13,227,243
                                                                                     ----------------      ----------------


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                                       5
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                                        CN BANCORP, INC. AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                For the Six Months ended June 30, 2003 and 2002
                                                  (Unaudited)

                                                                                           For the Six Months Ended
                                                                                                   June 30,
                                                                                        -------------------------------
                                                                                          2003                  2002
                                                                                     ----------------      ----------------

<S>                                                                                     <C>                      <C>
Net increase in cash                                                                    $(4,545,450)             1,765,257
Cash at beginning of period                                                               16,122,469             9,121,761

                                                                                     ----------------      ----------------
Cash at end of period                                                                    $11,577,019            10,887,018
                                                                                     ================      ================


Cash and cash equivalents consist of:
     Cash and due from banks                                                              $2,784,848             2,242,078
     Federal funds sold                                                                    8,792,171             8,644,940
                                                                                     ----------------      ----------------
                                                                                         $11,577,019            10,887,018
                                                                                     ================      ================


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on deposits and repurchase agreements                                         $707,504               855,861
                                                                                     ================      ================

Income taxes paid                                                                           $120,500               110,000
                                                                                     ================      ================
</TABLE>





                         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 six month period
ended June 30, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. These unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2002.

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.

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.



                                       6
<PAGE>

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, 2002 and June 30, 2003.

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. Dilutive 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, calculated using the treasury stock method.
<TABLE>
<CAPTION>

                                                   Six Months Ended                  Three Months
                                                       June 30:                     Ended June 30:
                                                  2003           2002            2003            2002
                                               -----------    ------------    ------------    ------------

<S>                                               <C>             <C>             <C>             <C>
  Weighted average shares outstanding             898,348         860,000         932,150         860,000
  Common stock equivalents                        254,858         230,019         254,858         230,019
  Average common shares and equivalents         1,153,206       1,090,019       1,187,008       1,090,019
  Net income                                     $219,150        $227,609        $108,232        $116,449
  Basic earnings per share                           $.24            $.26            $.12            $.14
  Diluted earnings per share                         $.19            $.21            $.09            $.11

</TABLE>

Note F - Recent Accounting Pronouncements

         In November, 2002, FASB issued Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others", an Interpretation of FASB Statements No.
5, 57, and 107 and rescission of FASB Interpretation No. 34. This Interpretation
elaborates on the disclosures to be made by a guarantor in its financial
statements about its obligations under certain guarantees that it has issued.
The Interpretation also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The provisions for this Interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. This statement did not require any changes in the Company's
accounting or reporting practices.





                                       7
<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.

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 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.

FINANCIAL CONDITION

         CN Bancorp, Inc. has continued to experience asset growth since it
started operations in December 1996. Assets increased $5,828,517 (5.6%) to
$109,872,326 at June 30, 2003 from $104,043,809 at December 31, 2002. Increases
in loans and securities comprised the majority of the increase in total assets.
The increase in assets was funded by increases in liabilities of $3,993,020
(4.2%) during the first six months of 2003. The increase in liabilities was
attributable to the increases in deposits and securities sold under agreements
to repurchase.

         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 $701,649 (1.1%) to $64,069,622 at June 30,
2003 from $63,367,973 at December 31, 2002. This increase was primarily
attributable to the increase in commercial real estate loans. Loans receivable,
net comprised 58.3% of assets ($109,872,326) at June 30, 2003 and 60.9% of
assets ($104,043,809) as of December 31, 2002.

         The allowance for loan losses was $742,500 (1.15% of loans) at June 30,
2003 and $745,000 (1.16% of loans) at December 31, 2002. At June 30, 2003, one
commercial loan in the amount of $147,500 was in non-interest accrual status
(.2% of total loans and .1% of assets) as compared to $275,063 (.4% of total
loans and .3% of assets) in commercial non-accrual loans at December 31, 2002.
The allowance for loan losses was 503.4% of non-performing loans at June 30,
2003 (270.8% at December 31, 2002). There was one residential real estate loan
in the amount of $172,013 past due over ninety days and still accruing interest
at June 30, 2003, none at December 31, 2002.

<TABLE>
<CAPTION>

         Loans receivable, net is comprised of the following:
                                                            June 30,         December 31,
                                                              2003             2002
                                                      ------------------- ---------------
<S>                                                          <C>              <C>
                 (In thousands)
                 Real estate -construction                   $2,883,938       2,970,087
                 Residential real estate                     17,606,630      17,418,572
                 Commercial real estate                      23,887,965      22,414,036
                 Commercial-other                            16,135,341      16,468,693
                 Installment and other                        4,294,022       4,816,728
                                                      ------------------- ---------------
                                                             64,807,896      64,088,116
                 Unearned loan fees and costs, net                4,226          24,857
                                                      ------------------- ---------------
                                                             64,812,122      64,112,973
                 ALL                                          (742,500)       (745,000)
                                                      ------------------- ---------------
                                                            $64,069,622      63,367,973
                                                      =================== ===============
</TABLE>

                                       8
<PAGE>

         In June 2003, CN Bancorp, Inc. sold a participation in a commercial
loan to a director under the same terms and conditions as sales of loan
participations to unrelated third parties. The participation in the amount of
$844,600 was sold to enable County National Bank to accommodate a customer's
request for a loan greater the regulatory limits. With the sale of the
non-recourse participation, thus reducing the loan amount for the Bank,
regulatory limits were meet.

         The securities portfolio at June 30, 2003 amounted to $26,070,270, an
increase of $8,952,772, or 52.3% from the amount at December 31, 2002 as funds
obtained through deposit increases, and not invested in loans, were invested in
securities. Available for sale investment securities increased to $15,935,974 at
June 30, 2003 from $9,089,740 at December 31, 2002. Held to maturity securities
increased to $9,522,796 at June 30, 2003 from $7,531,558 at December 31, 2002.
The carrying value of available for sale securities includes net unrealized
appreciation of $107,871 at June 30, 2003 (reflected as unrealized appreciation
of $71,195 in stockholders' equity after deferred taxes) as compared to net
unrealized appreciation of $81,205 ($53,595 net of taxes) as of December 31,
2002.

         Deposits are the major source of funds for lending and investment
activities. Deposits increased $1,407,133 (1.5%) to $94,367,871 at June 30, 2003
from $92,960,738 at December 31, 2002. Non-interest bearing deposits increased
16.6%, savings deposits increased 1.0%, interest bearing demand deposits
increased 31.6% and certificates of deposit decreased 12.3% during the six
months ended June 30, 2003.

         Total stockholders' equity was $10,830,721 at June 30, 2003
representing an increase of $1,835,497 from December 31, 2002. The increase from
December 31, 2002 was attributable to earnings of $219,150, net proceeds from
the sale of common stock of $1,655,542, an increase in unrealized gains on
available for sale investment securities of $17,600 less dividends of $56,795
($0.06 per share).

         County National Bank (Bank) started construction of a new branch office
located in Millersville, Maryland during May 2003. The Bank will lease the land
on which it will build the branch from an entity controlled by Creston Tate, a
member of the Board of Directors. General terms for the lease have been agreed
upon but the final lease has not yet been executed. The Bank paid $5,000 in rent
through June 30, 2003 for the site.

         At June 30, 2003, we continued to exceed all regulatory capital
requirements to be considered a "well capitalized" financial institution under
federal regulations.

RESULTS OF OPERATIONS

Six Months ended June 30, 2003 and 2002
---------------------------------------

Net income

         Net income for the six months ended June 30, 2003 was $219,150 or $.24
per share ($.19 per share diluted), a decrease of $8,459, or 3.7%, from $227,609
or $.26 per share ($.21 per share diluted) during the six months ended June 30,
2002. CN Bancorp, Inc.'s return on average equity, annualized, was 4.6% and 5.1%
for the six months ended June 30, 2003 and 2002, respectively. The return on
average assets, annualized, was .41% and .47% for the six months ended June 30,
2003 and 2002, respectively. Net income for the six months ended June 30, 2003
declined slightly from net income for the six months ended June 30, 2002 because
increases in net interest income and non-interest income were less than the
increase in operating expenses. Net interest income was adversely affected by a
decline in the net interest yield and net interest margin. 2003 operating
expenses include additional cost (approximately $25,000) incurred to file
reports to, and comply with requirements of, the Securities and Exchange
Commission.

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 on
interest earning assets and the average rate incurred on interest-bearing
liabilities. Net interest margin


                                       9
<PAGE>

represents  the  difference  between  interest  income  (including net loan fees
earned) and interest expense calculated as a percentage of earning assets.

         Total interest income decreased by $119,425 or 4.6% to $2,467,703 for
the six months ended June 30, 2003 as compared to the first six months of 2002.
This decrease was primarily attributable to reduced market interest rate levels.
The effect on interest income of decreasing interest rates was somewhat offset
by increases in interest earning assets during the six months ended June 30,
2003 as compared to the six months ended June 30, 2002. Average interest earning
assets increased by approximately $9,564,000 to $97,693,000 in the first six
months of 2003 as compared to $88,129,000 in the first six months of 2002 and
the yield on the interest earning assets declined to 5.05% in the first six
months of 2003 from 5.87% in the first six months of 2002.

         Interest expense decreased by $160,199 or 18.8% to $690,300 for the six
months ended June 30, 2003 as compared to $850,499 during the first six months
of 2002. This decrease was primarily attributable to reduced market interest
rates. The reduction in interest expense from reduced interest rates was offset
in part by expenses resulting from an increase in average interest bearing
liabilities during the six months ended June 30, 2003 as compared to the six
months ended June 30, 2002. Average interest bearing liabilities increased by
approximately $5,946,000 to $71,864,000 in the six months ended June 30, 2003 as
compared to $65,918,000 in the six months ended June 30, 2002 and the cost of
the interest bearing funds declined to 1.92% in the first six months of 2003
from 2.58% in the first six months of 2002.

         Net interest income increased by $40,774 or 2.4% during the six months
ended June 30, 2003 as compared to the six months ended June 30, 2002. Net
interest income increased because the net interest income on the growth of
interest earning assets and interest bearing liabilities exceeded the effect of
the declines in market interest rates. The net interest spread was 3.13% and
3.29% in the six months ended June 30, 2003 and June 30, 2002, respectively. The
net interest margin was 3.64% and 3.94% in the six months ended June 30, 2003
and June 30, 2002, 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 six months ended June 30, 2003 and 2002:

<TABLE>
<CAPTION>

                                        AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE
                                                               Six Months Ended June 30,
(in thousands)                                             2003                          2002
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
                                              Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------

<S>                                             <C>            <C>   <C>        <C>         <C>     <C>
Assets:
Interest Earning Assets:
  Federal funds sold                            $12,664        $76   1.20%     $9,894      $ 85    1.72%
  Interest bearing deposits                       2,013         13   1.29%      2,920        23    1.58%
  Investment securities                          19,980        329   3.29%     13,901       332    4.78%

  Loans receivable                               63,796      2,049   6.42%     62,169     2,148    6.91%
     Allowance for loan losses                    (760)          -       -      (755)         -        -
                                            -------------------------------------------------------------
                                                 63,036      2,049   6.50%     61,414     2,148    7.00%
                                            -------------------------------------------------------------
     Total Interest Earning Assets               97,693      2,467   5.05%     88,129     2,588
                                            -------------------------------------------------------------
Non interest Earning Assets
                                                  8,296                         7,508
                                            ------------                   -----------
          Total Assets                         $105,989                       $95,637
                                            ============                   ===========
Liabilities and Stockholders' Equity:
Interest Bearing Liabilities:
  Interest bearing demand deposits              $12,566        $36   0.57%    $11,275      $ 52    0.92%
  Savings accounts                               23,635        119   1.01%     19,507       152    1.56%
  Time deposits                                  33,345        524   3.14%     31,915       627    3.93%
  Note payable                                      126          3   4.76%          -         -        -
  Securities sold under agreements
    to repurchase                                 2,192          8    .73%      3,221        20    1.24%
                                             ------------------------------------------------------------
     Total Interest Bearing Liabilities          71,864        690   1.92%     65,918       851    2.58%
                                            -------------------------------------------------------------


</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                               Six Months Ended June 30,
(in thousands)                                             2003                          2002
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
Continued                                     Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------
<S>                                              <C>        <C>              <C>        <C>         <C>

Non interest Bearing Liabilities:
  Demand deposits                                24,337                         20,508
  Other                                             271                            265
                                             -----------                    -----------
         Total Liabilities                       96,472                         86,691
Stockholders' Equity                              9,517                          8,946
                                             -----------                    -----------
         Total Liabilities and Equity          $105,989                        $95,637
                                             ===========                    ===========
Net Interest Income                                         $1,777                        $1,737
                                                        ===========                    ==========

Net Interest Spread                                                  3.13%                          3.29%
Net Interest Margin                                                  3.64%                          3.94%
Ratio of Interest Earning Assets
  to Interest Bearing Liabilities               135.94%                        133.69%
Yields on securities are calculated based on amortized cost.
Nonaccruing loans are included in the average loan balances outstanding.


</TABLE>

Provision for Loan Losses

         CN Bancorp, Inc. makes provisions for loan losses in amounts necessary
to maintain the allowance for loan losses at the level management deems
appropriate. The allowance is based on careful, continuous review and evaluation
of the loan portfolio and ongoing, quarterly assessments of the probable losses
inherent in the loan portfolio and unused commitments to provide financing. CN
Bancorp, Inc.'s systematic methodology for assessing the appropriateness of the
allowance is described below. During the six months ended June 30, 2003, there
were no changes in estimation methods or assumptions that affected the
methodology for assessing the appropriateness of the allowance.

         Originating loans involves a degree of risk that credit losses will
occur in varying amounts according to, among other factors, the type of loans
being made, the credit-worthiness of the borrowers over the term of the loans,
the quality of the collateral for the loan, if any, as well as general economic
conditions. The provision for loan losses and the allowance for loan losses are
based on management's ongoing assessment of CN Bancorp, Inc.'s credit exposure
and consideration of certain other relevant factors.

CN Bancorp's methodology includes: a continuous review of delinquency rates;
delinquent, classified and nonaccrual loans, large loans and overall portfolio
quality; regular examination and review 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 adequacy of the allowance for loan losses is evaluated 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 peer group loss
ratios adjusted for the effect of current economic conditions (currently
weakened), any industry concentration or identified weakness in an industry
(none currently), credit management and underwriting policies changes, secured
versus unsecured nature of loan category and adjustments to the peer group
losses based upon local considerations. In particular, peer group loss ratios
are modified to recognize that CN Bancorp, Inc.'s loans are primarily to small
and medium size businesses which do not necessarily have the resources to timely
adjust to changes in economic conditions. CN Bancorp, Inc. uses peer group loss
ratios because its loan portfolio has not been tested during all economic
business cycles since it has only been operating since December 1996. CN
Bancorp, Inc.'s actual losses have been lower than those of its peer group.

         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


                                       11
<PAGE>

regarding the underlying credit and, in the case of commercial loans and
commercial real estate loans, the normal periodic review of the underlying
credits indicate 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 are evaluated separately and assigned loss amounts
based upon the separate evaluation. Risk factors identified beyond individual
loan risks, such as economic conditions, underwriting standard deviations and
loan concentrations, are quantified based upon management's estimations of loss
exposure. Loss percentages used are generally based upon management's best
estimates as we have limited historical loss data because of the relative short
period of time that we have been operating. 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 falls in, and is
reasonably situated within, the range. In addition, on at least a quarterly
basis, we compare our allowance for loan losses (as a percent of loans) to peer
group levels to ascertain the reasonableness of our estimates.

         The provision for loan losses was $61,537 during the six months ended
June 30, 2003 as compared to $65,594 for the six months ended June 30, 2002. The
provision for loan losses did not increase as the loans increased primarily
because the majority of the loan increase was in real estate secured loans which
have low loss estimates.

         The allowance for loan losses represents 1.15% and 1.16% of loans
receivable at June 30, 2003 and December 31, 2002, respectively. 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 sets forth the period end loans receivable balances and
summarizes CN Bancorp, Inc.'s loan loss experience for the six months ended June
30, 2003 and 2002 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>

                                                  Six Months Ended      Six Months Ended
                                                  June 30, 2003           June 30, 2002
                                               ---------------------  -----------------------
(in thousands)
<S>                                                         <C>                      <C>
Loans receivable before ALL                                 $64,812                  $63,037
                                               =====================  =======================
Average loan balances                                       $63,796                  $62,169
                                               =====================  =======================
Allowance for loan losses:
Beginning balance                                             $ 745                    $ 781
   Charge-offs:
      Commercial loans                                         (54)                     (118)
      Consumer loans                                           (14)                        -
   Recoveries                                                    4                         -
   Provision for loan losses                                    62                       66
                                               ---------------------  -----------------------
Ending balance
                                                               $743                     $729
                                               =====================  =======================
Ratios:
Net charge-offs to average loans                              0.10%                    0.19%
Net charge-offs to provision for loan losses                 103.2%                  178.79%
Allowance for loan losses to loans receivable                 1.15%                    1.16%
</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 on sale of securities and other income. Non-interest income
increased $89,506 or 24.7%, to $451,748 for the six months ended June 30, 2003
as compared to $362,242 for the six months ended June 30, 2002. This increase
was primarily attributable to the increase in cash surrender value of life
insurance policies ($25,433 of increase) and gains on sale of securities
($43,623 of increase).

Non-interest Expense

                                       12
<PAGE>

         Non-interest expense was $1,852,465 during the six months ended June
30, 2003 representing an increase of $166,862 or 9.9%, as compared to $1,685,603
during the six months ended June 30, 2002. Compensation and benefits increased
$94,704 (11.0%) because of normal salary increases, an increase in the number of
employees necessary to manage the increased lending and depository activities of
the institution as well as increases in benefit expenses resulting from
additional benefits. Occupancy expenses increased $19,878 (14.3%) primarily from
increased maintenance and repair expenses and utility costs as well as rent paid
under new ground leases for branch sites. Legal and accounting expenses
increased by approximately $25,000 in 2003 as new reporting and compliance
matters were addressed resulting from the Company's filing reports with the
Securities and Exchange Commission starting 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.

Income Taxes

         Income tax expense was $95,999 (30.5% of pre-tax net income) for the
six months ended June 30, 2003 as compared to $120,065 (34.5% of pre-tax net
income) for the six months ended June 30, 2002. The decrease in the effective
tax rate in the six months ended June 30, 2003 versus the six months ended June
30, 2002 reflects higher levels of tax exempt interest income for state tax
purposes as well as the increase in tax exempt (federal and state) income from
bank owned life insurance contracts.

Three Months ended June 30, 2003 and 2002
-----------------------------------------

Net income

Net income for the three months ended June 30, 2003 was $108,232 or $.12 per
share ($.09 per share diluted), a decrease of $8,217, or 7.1%, from $116,449 or
$.14 per share ($.11 per share diluted) during the three months ended June 30,
2002. Increases in net interest income and non-interest income were less than
the increase in operating expenses. Net interest income was adversely affected
by a decline in the net interest yield and net interest margin.

Net Interest Income and Net Interest Margin

         Total interest income decreased by $65,015 or 5.0% to $1,244,713 for
the three months ended June 30, 2003 as compared to the same three six months of
2002. This decrease was primarily attributable to reduced market interest rate
levels. The effect on interest income of decreasing interest rates was somewhat
offset by increases in interest earning assets during the three months ended
June 30, 2003 as compared to the three months ended June 30, 2002.

         Interest expense decreased by $95,987 or 22.7% to $326,636 for the
three months ended June 30, 2003 as compared to $422,623 during the same three
months of 2002. This decrease was primarily attributable to reduced market
interest rates. The reduction in interest expense from reduced interest rates
was offset in part by expenses resulting from an increase in average interest
bearing liabilities during the three months ended June 30, 2003 as compared to
the three months ended June 30, 2002.

         Net interest income increased by $30,972 or 3.5% during the three
months ended June 30, 2003 as compared to the three months ended June 30, 2002.
Net interest income increased because the net interest income on the growth of
interest earning assets and interest bearing liabilities exceeded the effect of
the declines in market interest rates.

Provision for Loan Losses

         The provision for loan losses was $33,376 during the three months ended
June 30, 2003 as compared to $31,923 for the six months ended June 30, 2002. The
provision for loan losses was slightly higher in the three months ended June 30,
2003 (4.6%), as was the increase in loans at June 30, 2003 as compared to June
30, 2002.

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


                                       13
<PAGE>

income increased $35,947 or 19.8%, to $217,638 for the three months ended June
30, 2003 as compared to $181,691 for the three months ended June 30, 2002. This
increase was primarily attributable to the increase in fee and service charges
on depository accounts and cash surrender value of life insurance policies.

Non-interest Expense

         Non-interest expense was $947,765 during the three months ended June
30, 2003 representing an increase of $90,967 or 10.6%, as compared to $856,798
during the three months ended June 30, 2002. Compensation and benefits increased
$47,661 (10.8%) because of normal salary increases, an increase in the number of
employees necessary to manage the increased lending and depository activities of
the institution as well as increases in benefit expenses resulting from
additional benefits. Occupancy expenses increased $6,173 (8.7%) primarily
because of rent paid under new ground leases for branch sites. Consulting
expenses increased $10,213 (60.5%) because of the utilization of an employee
search firm for new personnel. Legal and accounting expenses increased by
approximately $10,000 in the three months ended June 30, 2002 as new reporting
and compliance matters were addressed resulting from the Company's filing
reports with the Securities and Exchange Commission starting 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.

Income Taxes

         Income tax expense was $46,342 (30.0% of pre-tax net income) for the
three months ended June 30, 2003 as compared to $63,626 (35.3% of pre-tax net
income) for the three months ended June 30, 2002. The decrease in the effective
tax rate in the three months ended June 30, 2003 versus the three months ended
June 30, 2002 reflects higher levels of tax exempt interest income for state tax
purposes as well as the increase in tax exempt (federal and state) income from
bank owned life insurance contracts.

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 fluctuations in the balance sheet and provide
funds for 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 $11,577,019 at June 30, 2003 compared to
$16,122,469 at December 31, 2002. Additional sources of asset liquidity include
funds held in time deposits 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 June 30, 2003, available
for sale debt securities totaled $15,935,974 as compared to $9,089,740 at
December 31, 2002.

         Liability liquidity sources include attracting deposits at competitive
rates. In addition, CN Bancorp, Inc. has established a two million dollar line
of credit with a correspondent commercial bank as a reliable source for
short-term funds. Borrowing under this line 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 loan commitments
as well as fluctuations in deposits. 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 from County National Bank. County National Bank may only pay dividends
to CN Bancorp, Inc. if it complies with certain regulatory requirements.



                                       14
<PAGE>


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 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 June 30, 2003 total $2,182,324
($1,998,657 at December 31, 2002).

         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 $10,185,348 at June 30, 2003 ($8,280,085 at
December 31, 2002). We believe that we have adequate resources to fund all loan
commitments.

         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, 2002 were as follows:

                               Year Ending
                              December 31,
                              ------------
                                  2003                           $145,875
                                  2004                            151,776
                                  2005                            151,776
                                  2006                             69,040

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 risk-based capital ratios and
leverage ratio to the minimum regulatory requirements for the indicated periods.
<TABLE>
<CAPTION>

                                                                                 Minimum Ratios
                                                                   -------------------------------------------

                                  June 30,         December 31,      To be "Adequately         To be "Well
                                    2003               2002             Capitalized"          Capitalized"
                             ------------------- ----------------- -----------------------  ------------------

<S>                                <C>                <C>                   <C>                   <C>
         Total capital             15.2%              13.9%                 8.0%                  10.0%
         Tier I                    14.1%              12.8%                 4.0%                  6.0%
         Leverage Total             9.2%               8.4%                 4.0%                  5.0%
</TABLE>

         At June 30, 2003 and December 31, 2002, CN Bancorp, Inc. 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

                                       15
<PAGE>

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 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.

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 industries 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 needs to be 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
impacted in future periods by changes in economic conditions, the impact of
regulatory examinations and the discovery of information with respect to
borrowers which is not known to management at the time of the issuance of the
consolidated financial statements.


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 June 30, 2003, that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting






                                       16
<PAGE>


                           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 Use of Proceeds

         (a)      Not applicable.

         (b)      Not applicable.

         (c-e)    Not applicable.

         (f)      (1) The effective date of the Securities Act registration
                  statement for which the use of proceeds information is being
                  disclosed was January 24, 2003. The Commission file number
                  assigned to the registration statement was 333-100460.

                  (2) The offering commenced on January 25, 2003.

                  (3)      Not applicable.

                  (4)       (i) The offering was terminated on June 16, 2003,
                            prior to the sale of the entire number of shares
                            that had been registered.

                            (ii) The offering was not being underwritten.

                            (iii) CN Bancorp, Inc.'s Common Stock, $10.00 par
                            value per share, was registered in the offering.

                            (iv) CN Bancorp, Inc. registered 344,828 shares of
                            Common Stock in the offering, with an aggregate
                            price of $5,000,006. CN Bancorp, Inc. sold 138,315
                            shares, with aggregate proceeds of $2,005,568 under
                            the offering.

                            (v) CN Bancorp, Inc. has incurred the following
                            expenses in connection with the issuance and
                            distribution of its Common Stock as of June 30,
                            2003:

<TABLE>
<CAPTION>

                                <S>                                                        <C>
                                    Underwriting discounts and commissions:             N/A
                                    Finders' fees:                                      N/A
                                    Expenses paid to or for underwriters:               N/A
                                    Other expenses:                                     $350,026
                                                                                        --------

                                    Total expenses:                                     $350,026
                                                                                        --------
</TABLE>


                            As of June 30, 2003, the Company had paid all of
                            such expenses, none of which was paid, directly or
                            indirectly, to directors, officers or owners of ten
                            percent or more of any class of equity securities of
                            CN Bancorp, Inc., or to any affiliate of CN Bancorp,
                            Inc.

                            (vi) CN Bancorp, Inc. has net offering proceeds of
                            $1,655,542 after giving effect to the expenses
                            described in paragraph (d)(4)(v) above as of June
                            30, 2003.

                            (vii) From the effective date of the registration
                            statement to June 30, 2003, CN Bancorp, Inc. used
                            the net offering proceeds for working capital.



                                       17
<PAGE>

                            (viii) The use of proceeds in (d)(4)(vii) above does
                            not represent a material change in the use of
                            proceeds described in the prospectus for the
                            offering.

Item 3.  Defaults Upon Senior Securities

         None

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

         At the Company's annual shareholders' meeting held on May 19, 2003, the
shareholders of the Company elected Carl L. Hein, Jr. and John G. Warner (both
with 789,362 votes for and none against or withheld) as directors for three year
terms. There were no solicitations in opposition to management's nominees and
all such nominees were elected. These director-nominees were incumbent directors
previously elected by the shareholders to three year terms. Directors continuing
in office are Jan W. Clark, John E. DeGrange, Sr., Creston G. Tate and Gerald V.
McDonald.

         Proposal to appoint Anderson & Associates LLP as the Company's external
auditors was adopted by the shareholders at the annual meeting by a vote of
776,862 shares in favor, 2,500 shares against, and 10,000 shares withheld.

Item 5.  Other information

         None

Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

          31       Rule 13a-14(a)/15d-14(a) Certifications
          32       18 U.S.C. Section 1350 Certifications

          (b)  Reports of Form 8-K.

         No reports on Form 8-K were required to be filed for the second quarter
of 2003.





                                   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 : August 1, 2003         By:     /s/ Jan W. Clark
                                                  ---------------------
                    Jan W. Clark
                                           President and Chief Executive Officer


             Date : August 1, 2003         By:     /s/ Michael T. Storm
                                                  ---------------------
                                           Michael T. Storm
                                           Chief Financial Officer




                                       18
<PAGE>