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, 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 July 31, 2004, the issuer had 1,359,992 shares of Common Stock
outstanding.

         Transitional Small Business Disclosure Format

                                  YES __ NO _X_




                         PART I - FINANCIAL INFORMATION
                                       1


<PAGE>


Item 1. Financial Statements

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

<TABLE>
<CAPTION>

<S>                                                                         <C>                 <C>

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

       Cash and due from banks                                                $4,061,202          4,163,586
       Federal funds sold                                                     13,137,654          6,782,093
       Interest bearing deposits                                               3,830,654          2,862,991
       Investment securities - available for sale                             21,489,655         17,505,600
       Investment securities - held to maturity                                7,873,178          8,208,601
       Other securities                                                          767,100            641,500
       Loans receivable, net of allowance for loan losses of $764,500
           at June 30, 2004 and $720,000 at December 31, 2003                 74,897,541         70,158,853
       Accrued interest receivable on loans and securities                       476,433            459,700
       Property, equipment and leasehold improvements, net                     4,315,564          4,052,534
       Deferred income taxes                                                     227,777            112,489
       Cash surrender value of life insurance                                  1,316,000          1,293,665
       Prepaid expenses and other assets                                          84,702            196,693
                                                                         ----------------     --------------
                    Total Assets                                            $132,477,460        116,438,305
                                                                         ================     ==============

       LIABILITIES

       Deposits                                                             $113,189,599         99,309,796
       Securities sold under agreements to repurchase                          1,963,500          1,452,972
       Official checks                                                         1,857,892          1,210,862
       Dividends payable                                                          54,262             37,942
       Accounts payable and accrued expenses                                     348,507            290,311

                                                                         ----------------     --------------
                    Total Liabilities                                        117,413,760        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: 1,356,545 shares at June 30, 2004
              and 1,264,745 at December 31, 2003                              13,565,450         12,647,450
       Additional paid in capital                                                889,330            705,730
       Retained earnings                                                         847,045            781,891
       Accumulated other comprehensive income (loss):
             Unrealized gains (losses) on securities available for sale        (238,125)
                                                                                                      1,351
                                                                         ----------------     --------------

                    Total Stockholders' Equity                                15,063,700         14,136,422
                                                                         ----------------     --------------

                   Total Liabilities and Stockholders' Equity               $132,477,460        116,438,305
                                                                         ================     ==============


The accompanying notes are integral to these financial statements.


</TABLE>

                                       2


<PAGE>


<TABLE>
<CAPTION>

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

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

                                                       Six Months Ended                    Three Months Ended
                                                           June 30,                             June 30,
                                                    2004               2003              2004               2003
                                               ---------------    ---------------    --------------    ---------------
Interest income:
   Interest and fees on loans                      $2,171,966          2,049,464         1,097,693          1,031,328
   Federal funds sold                                  54,922             75,628            29,307             39,440
   Interest bearing deposits                           30,352             13,162            14,747              7,143
   Securities                                         434,667            329,449           229,648            166,802
                                               ---------------    ---------------    --------------    ---------------
                                                    2,691,907          2,467,703         1,371,395          1,244,713
                                               ---------------    ---------------    --------------    ---------------
Interest expense:
   Certificates of deposit, $100,000 or more          132,087            148,064            65,236             71,821
   Other deposits                                     390,502            531,518           191,307            249,733
   Note payable                                             -              2,563                 -                  -
   Repurchase agreements                                7,807              8,155             3,558              5,082
                                               ---------------    ---------------    --------------    ---------------
                                                      530,396            690,300           260,101            326,636
                                               ---------------    ---------------    --------------    ---------------

             Net interest income                    2,161,511          1,777,403         1,111,294            918,077

Provision for loan losses                              77,334             61,537            40,719             33,376
            Net interest income after
                                               ---------------    ---------------    --------------    ---------------
              provision for loan losses             2,084,177          1,715,866         1,070,575            884,701
                                               ---------------    ---------------    --------------    ---------------

Other income:
   Fees and service charges from
      depository accounts                             378,006            336,594           198,853            182,198
   Gain (loss) on sales of securities                   (625)             43,623                 -                  -
   Cash surrender value of life
       insurance increase                              22,335             30,656            13,047             14,854
   Other income                                        47,519             40,875            24,689             20,586
                                               ---------------    ---------------    --------------    ---------------
                                                      447,235            451,748           236,589            217,638
                                               ---------------    ---------------    --------------    ---------------
Operating expenses:
   Compensation and related expenses                1,126,955            956,479           571,752            487,735
   Occupancy expense                                  195,523            158,713            95,411             77,437
   Depreciation and amortization                      205,099            166,637           105,304             83,382
   Consulting expense                                  42,184             41,680            28,004             27,082
   Data processes expense                              94,058             83,691            46,162             41,915
   Director fees                                       37,650             38,650            18,750             19,200
   Marketing expense                                   75,144             36,918            24,058             18,219
   Equipment maintenance costs                         56,092             44,990            27,412             23,105
   Stationery and office supplies                      47,890             38,400            17,081             20,948
   Other operating expenses                           294,036            286,307           152,838            148,742
                                               ---------------    ---------------    --------------    ---------------
                                                    2,174,631          1,852,465         1,086,772            947,765
                                               ---------------    ---------------    --------------    ---------------
Net income before income taxes                        356,781            315,149           220,392            154,574
Income tax expense                                    115,277             95,999            73,330             46,342
                                               ---------------    ---------------    --------------    ---------------
NET INCOME                                           $241,504            219,150           147,062            108,232
                                               ===============    ===============    ==============    ===============

Basic earnings per share                                 $.18               $.24             $ .11              $ .12
                                               ===============    ===============    ==============    ===============
Diluted earnings per share                               $.17               $.19              $.10               $.09
                                               ===============    ===============    ==============    ===============

The accompanying notes are integral to these financial statements.

</TABLE>

                                       3


<PAGE>


<TABLE>
<CAPTION>



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


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


                                                       Six Months Ended                    Three Months Ended
                                                           June 30,                             June 30,
                                                     2004               2003              2004               2003
                                               ---------------    ---------------    --------------    ---------------
   Net income                                        $241,504            219,150           147,062            108,232

   Change in unrealized gains and
     (losses) on securities available for           (363,468)             70,289         (528,831)             45,674
       sale
     Tax effect                                       123,567           (23,898)           179,803           (15,529)
                                               ---------------    ---------------    --------------    ---------------
            Net                                     (239,901)             46,391         (349,028)             30,145
                                               ---------------    ---------------    --------------    ---------------

  Reclassification adjustment for (gains)
    losses included in net income                         625           (43,623)                 -           -
    Tax effect                                          (200)             14,832                 -           -
                                               ---------------    ---------------    --------------    ---------------
            Net                                           425           (28,791)                 -           -
                                               ---------------    ---------------    --------------    ---------------

                                               ---------------    ---------------    --------------    ---------------
        Total comprehensive income                     $2,028            236,750         (201,966)            138,377
                                               ===============    ===============    ==============    ===============

</TABLE>


The accompanying notes are integral to these financial statements.

                                       4


<PAGE>

<TABLE>
<CAPTION>


<S>                                             <C>                 <C>             <C>                     <C>           <C>
                                              CN BANCORP, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  For the Six Months ended June 30, 2004 and 2003 (Unaudited)

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

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

Six months ended June 30,2003:
   Net income                                                                       219,150                                 219,150
   Net change in unrealized gains and
     losses on securities available for                                                                     17,600           17,600
sale
   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)
                                             --------------      ------------    -----------    -------------------    -------------
Balance June 30, 2003                           $9,983,150           172,871        603,505                 71,195       10,830,721
                                             ==============      ============    ===========    ===================    =============



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

Six months ended June 30,2004:
  Net income                                                                        241,504                                 241,504
  Net change in unrealized gains and
     losses on securities available for                                                                  (239,476)        (239,476)
      sale
  Proceeds from warrant exercises                  918,000           183,600                                              1,101,600
  Dividends ($.13 per share)                                                      (176,350)                               (176,350)
                                             --------------      ------------    -----------    -------------------    -------------
Balance June 30, 2004                          $13,565,450           889,330        847,045              (238,125)       15,063,700
                                             ==============      ============    ===========    ===================    =============


</TABLE>


The accompanying notes are integral to these financial statements.

                                       5


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                       <C>                    <C>

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

                                                                                            For the Six Months Ended
                                                                                                    June 30,
                                                                                       ----------------------------------
                                                                                            2004                  2003
                                                                                     ----------------      ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                  $241,504               219,150
Adjustments to reconcile net income to net cash
  provided by operations:
  Depreciation and amortization of property,
      equipment and leasehold improvements                                                   205,099               166,637
  Loss (gain) on sales of securities                                                             625              (43,623)
  Increase in accrued interest receivable                                                   (16,733)              (13,541)
  Deferred income taxes                                                                        8,079              (16,060)
  Provision for loan losses                                                                   77,334                61,537
  Decrease in other assets                                                                   111,991               266,212
  Increase in other liabilities                                                               58,196                32,192
  Increase in cash surrender value of life insurance                                        (22,335)              (30,656)
  Amortization of premium/discount and other                                                  21,054                16,913
                                                                                     ----------------      ----------------
Net cash provided by operating activities                                                    684,814               658,761
                                                                                     ----------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                                                    (4,816,022)             (763,186)
Investment in interest bearing deposits                                                    (967,663)             (922,606)
Investment in securities - available for sale                                            (8,735,507)          (13,005,731)
Investment in securities - held to maturity                                                        -           (4,048,127)
Investment in other securities                                                             (125,600)             (115,300)
Principal proceeds from redemption of securities                                           2,702,978             5,237,418
Proceeds from sales of available for sale securities                                       1,999,375             3,032,344
Purchase of property, equipment and leasehold
   Improvements                                                                            (468,129)             (178,598)
                                                                                     ----------------      ----------------
Net cash used by investing activities                                                   (10,410,568)          (10,763,786)
                                                                                     ----------------      ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits including interest credited                                      13,879,803             1,407,133
Net increase in securities sold under agreements to repurchase                               510,528             2,263,054
Increase in official checks                                                                  647,030               536,492
Note payable repayment                                                                             -             (250,000)
Sale of common stock, net of offering costs                                                        -             1,655,542
Proceeds from warrant exercises                                                            1,101,600                     -
Dividends paid                                                                             (160,030)              (52,646)

                                                                                     ----------------      ----------------
Net cash provided by financing activities                                                 15,978,931             5,559,575
                                                                                     ----------------      ----------------


The accompanying notes are integral to these financial statements.

</TABLE>

                                        6


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                      <C>                    <C>

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

                                                                                            For the Six Months Ended
                                                                                                    June 30,
                                                                                        ---------------------------------
                                                                                           2004                  2003
                                                                                     ----------------      ----------------

Net increase (decrease) in cash                                                           $6,253,177           (4,545,450)
Cash at beginning of period                                                               10,945,679            16,122,469

                                                                                     ----------------      ----------------
Cash at end of period                                                                    $17,198,856            11,577,019
                                                                                     ================      ================


Cash and cash equivalents consist of:
     Cash and due from banks                                                              $4,061,202             2,784,848
     Federal funds sold                                                                   13,137,654             8,792,171
                                                                                     ----------------      ----------------
                                                                                         $17,198,856            11,577,019
                                                                                     ================      ================


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on deposits and repurchase agreements                                         $534,339               707,504
                                                                                     ================      ================

Income taxes paid                                                                           $117,500               120,500
                                                                                     ================      ================


</TABLE>

The accompanying notes are integral to these financial statements.

                                       7


<PAGE>


                         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, 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 June 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, calculated using the treasury stock method.

<TABLE>
<CAPTION>

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

                                                   Six Months Ended                  Three Months
                                                       June 30:                     Ended June 30:
                                                  2004           2003            2004            2003
                                               -----------    ------------    ------------    ------------

  Weighted average shares outstanding           1,354,516         898,348       1,356,545         932,150
  Common stock equivalents                        102,596         254,858          97,244         254,858
  Average common shares and equivalents         1,457,112       1,153,206       1,453,789       1,187,008
  Net income                                     $241,504        $219,150        $147,062        $108,232
  Basic earnings per share                           $.18            $.24            $.11            $.12
  Diluted earnings per share                         $.17            $.19            $.10            $.09

</TABLE>

                                       8


<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 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
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.

FINANCIAL CONDITION

         Total assets increased $16,039,155 (13.8%) to $132,477,460 at June 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 funded by increases in liabilities of $15,111,877 (14.8%)
during the first six months of 2004 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.

         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 $4,738,688 (6.8%) to $74,897,541 at June 30,
2004 from $70,158,853 at December 31, 2003. This increase was attributable to
the increase in commercial real estate loans ($2,338,369) and construction loans
($1,071,708). Loans receivable, net comprised 56.5% of total assets
($132,477,460) at June 30, 2004 and 60.3% of total assets ($116,438,305) as of
December 31, 2003.


                                       9


<PAGE>


         The allowance for loan losses was $764,500 (1.01% of loans) at June 30,
2004 and $720,000 (1.02% of loans) at December 31, 2003. At June 30, 2004, non-
accrual loans (one commercial loan and one residential real estate loan) totaled
$86,027 (.11% of total loans and .06% 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 889.53% of non-performing loans at June 30, 2004 (648.65% at December
31, 2003). There were no loans past due ninety days and still accruing interest
at June 30, 2004 or December 31, 2003.

         Loans receivable, net is comprised of the following:

                                                  June 30,        December 31,
                                                    2004              2003
                                           ------------------- ---------------
      Real estate -construction                   $4,159,442        3,087,734
      Residential real estate                     21,554,842       20,998,556
      Commercial real estate                      25,963,896       23,625,527
      Commercial-other                            19,678,351       18,953,973
      Installment and other                        4,290,222        4,196,873
                                           ------------------- ---------------
                                                  75,646,753       70,862,663
      Unearned loan fees and costs, net               15,288           16,190
                                           ------------------- ---------------
                                                  75,662,041       70,878,853
      Allowance for loan losses                    (764,500)        (720,000)
                                           ------------------- ---------------
                                                 $74,897,541       70,158,853
                                           =================== ===============



         The securities portfolio at June 30, 2004 amounted to $30,129,933, an
increase of $3,774,232, or 14.3% 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 $21,489,655 at June 30, 2004 from $17,505,600 at December 31, 2003.
Held to maturity securities decreased to $7,873,178 at June 30, 2004 from
$8,208,601 at December 31, 2003. The carrying amount of available for sale
securities includes a net unrealized loss of $360,179 at June 30, 2004
(reflected as unrealized losses of $238,125 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 the second quarter of 2004.

         Deposits are the major source of funds for lending and investment
activities. Deposits increased $13,879,803 (14.0%) to $113,189,599 at June 30,
2004 from $99,309,796 at December 31, 2003. Non-interest bearing deposits
increased $4,505,007 or 16.6%, savings deposits increased $4,080,636 or 14.5%,
interest bearing demand deposits increased $3,675,747 or 31.2% and certificates
of deposit increased $1,618,413 or 5.0% during the six months ended June 30,
2004. Certificates of deposit in amounts of $100,000 and over totaled
$15,349,871 at June 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
June 30, 2004 savings deposits is a $6 million escrow account. It is anticipated
that these funds will be withdrawn form the account in late August or early
September 2004.

         Deposits are comprised of the following:

                                              June 30,          December 31,
                                                  2004              2003
                                          ------------------- ---------------

     Non-interest bearing deposits              $31,602,786       27,097,779
     Savings deposits                            31,962,152       27,881,516
     Interest bearing demand deposits            15,459,057       11,783,310
     Certificates of deposit                     34,165,604       32,547,191
                                          ------------------- ---------------
                                               $113,189,599       99,309,796
                                          =================== ===============


                                       10


<PAGE>


         Total stockholders' equity was $15,063,700 at June 30, 2004
representing an increase of $927,278 from December 31, 2003. The increase from
December 31, 2003 was attributable to earnings of $241,504, proceeds from the
exercise of warrants of $1,101,600, less unrealized losses on available for sale
investment securities, net of taxes, of $239,476 and dividends of $176,350
($0.13 per share). Dividends included a special $.05 per share dividend declared
and paid during the first quarter of 2004.

         At June 30, 2004, 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, 2004 and 2003
---------------------------------------

Net income

         Net income for the six months ended June 30, 2004 was $241,504 or $.18
per share ($.17 per share fully diluted), an increase of $22,354, or 10.2%, from
$219,150 or $.24 per share ($.19 per share fully diluted) during the six months
ended June 30, 2003. Net interest income increased by 21.6% during the first
half of 2004 versus the first half of 2003 while operating expenses increased by
17.4% during the same period. Net income was adversely affected during the first
half of 2004 as compared to the first half 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 quarter of 2003, CN Bancorp,  Inc. had gains on
                sales of securities  in the amount of $43,623.  During the first
                quarter of 2004, securities sales resulted in a loss of $625.

         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 1,354,516 in the first half of 2004 from
898,348 in the first half 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 $0.18 ($0.17 fully diluted) in the first half
of 2004 from $0.24 ($0.19 fully diluted) in the first half 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 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 $224,204 or 9.1% to $2,691,907 for
the six months ended June 30, 2004 as compared to the first six 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 quarter as the markets anticipated the Federal Reserve raising short term
rates and possible inflation considerations. Average interest earning assets
increased by approximately $17,656,000 or 18.1% to $115,349,000 in the first six
months of 2004 as compared to $97,693,000 in the first six months of 2003 and
the yield on the interest earning assets declined to 4.67% in the first six
months of 2004 from 5.05% in the first six months of 2003.


                                       11


<PAGE>


         Interest expense decreased by $159,904 or 23.2% to $530,396 for the six
months ended June 30, 2004 as compared to $690,300 during the first six months
of 2003. This decrease was primarily attributable to reduced market interest
rates, particularly their effect on certificates of deposits that re-priced
during 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 six months ended June 30, 2004 as compared to the
six months ended June 30, 2003. Average interest bearing liabilities increased
by approximately $7,139,000 or 9.9% to $79,003,000 in the six months ended June
30, 2004 as compared to $71,864,000 in the six months ended June 30, 2003 and
the cost of the interest bearing funds declined to 1.34% in the first six months
of 2004 from 1.92% in the first six months of 2003.

         Net interest income increased by $384,108 or 21.6% during the six
months ended June 30, 2004 as compared to the six months ended June 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 3.13% to 3.33%. The net interest margin was 3.75% and 3.64% in
the six months ended June 30, 2004 and June 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 six months ended June 30, 2004 and 2003:


<TABLE>
<CAPTION>

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

                         AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE

                                                                Six Months Ended June 30,
(in thousands)                                             2004                          2003
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
                                              Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------
Assets:
Interest-Earning Assets:
  Federal funds sold                            $10,923        $55   1.01%     $12,664       $76    1.20%
  Interest bearing deposits                       3,499         30   1.71%       2,013        13    1.29%
  Investment securities                          28,599        435   3.05%      19,980       329    3.29%

  Loans receivable                               73,109      2,172   5.94%      63,796     2,049    6.42%
     Allowance for loan losses                    (741)          -       -       (760)         -        -
                                             ------------------------------ ------------------------------
                                                 72,368      2,172   6.00%      63,036     2,049    6.50%
                                             ------------------------------ ------------------------------
     Total Interest Earning Assets              115,349      2,692   4.67%      97,693     2,467    5.05%
                                             ------------------------------ ------------------------------
Non-interest Earning Assets                       9,773                          8,296
                                             -----------                    -----------
          Total Assets                         $125,122                       $105,989
                                             ===========                    ===========
Liabilities and Stockholders' Equity:
Interest -Bearing Liabilities:
  Interest bearing demand deposits              $13,487        $30   0.44%     $12,566       $36    0.57%
  Savings accounts                               31,101        120   0.77%      23,635       119    1.01%
  Time deposits                                  32,322        372   2.30%      33,345       524    3.14%
  Note payable                                        -          -       -         126         3    4.76%
  Securities sold under agreements
    to repurchase                                 2,093          8    .76%       2,192         8     .73%
                                             ------------------------------ ------------------------------
     Total Interest Bearing Liabilities          79,003        530   1.34%      71,864       690    1.92%
                                             ------------------------------ ------------------------------
Non-interest Bearing Liabilities:
  Demand deposits                                30,647                         24,337
  Other                                             416                            271
                                             -----------                    -----------
         Total Liabilities                      110,066                         96,472
Stockholders' Equity                             15,056                          9,517
                                             -----------                    -----------
         Total Liabilities and Equity          $125,122                       $105,989
                                             ===========                    ===========
                                                        -----------                    ----------
Net Interest Income                                         $2,162                        $1,777
                                                        ===========                    ==========
Net Interest Spread                                                  3.33%                          3.13%
Net Interest Margin                                                  3.75%                          3.64%
Ratio of Interest-Earning Assets
  to Interest-Bearing Liabilities               146.01%                        135.94%
Yields on securities are calculated based on amortized cost.
Nonaccruing loans are included in the average loan balances outstanding.
</TABLE>
                                       12


<PAGE>


         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
six months of 2004 versus the first six 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                         $362      (3,878)      (3,516)
   Securities                                 189,357     (84,139)      105,218
   Loans receivable                           294,161    (171,659)      122,502
                                          --------------------------------------
      Net Change in Interest Income           483,880    (259,676)      224,204
                                          --------------------------------------

Interest Bearing Liabilities:
   Interest bearing deposits                  122,970    (279,963)    (156,993)
   Note payable                               (2,563)            -      (2,563)
   Securities sold under agreements
      To repurchase                             (370)           22        (348)
                                          --------------------------------------
      Net Change in Interest Expense          120,037    (279,941)    (159,904)
                                          --------------------------------------

      Change in Net Interest Income          $363,843       20,265      384,108
                                          ======================================

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
and other extensions of credit that may become uncollectible. 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


                                       13


<PAGE>


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 believes its experience now
is sufficient for it to rely primarily upon its loss history and the other
factors described above, rather than on peer losses, and has 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.

         The provision for loan losses was $77,334 during the six months ended
June 30, 2004 as compared to $61,537 for the six months ended June 30, 2003, an
increase of $15,797 or 25.7%.

         The allowance for loan losses represents 1.01% and 1.02% of loans
receivable at June 30, 2004 and December 31, 2003, 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 summarizes CN Bancorp, Inc.'s loan loss experience for
the six months ended June 30, 2004 and June 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.
                                       Six Months Ended       Six Months Ended
                                         June 30, 2004          June 30, 2003
                                       -------------------- --------------------
(in thousands)
Allowance for loan losses:
Beginning balance                                      $720                745
   Charge-offs:
      Commercial loans                                 (14)               (54)
      Consumer loans                                   (26)               (14)
   Recoveries                                            8                   4
   Provision for loan losses                            77                  62
                                       -------------------- -------------------
Ending balance                                        $765                 743
                                       ==================== ===================
Ratios:
Net charge-offs to average loans                     0.04%               0.10%
Net charge-offs to provision for loan losses        41.56%             103.23%
Allowance for loan losses to loans receivable        1.01%               1.15%


                                       14


<PAGE>


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
decreased $4,513 or 1.0%, to $447,235 for the six months ended June 30, 2004 as
compared to $451,748 for the six months ended June 30, 2003. This decrease was
primarily attributable to gains on sales of securities of $43,623 in the six
months ended June 30, 2003 as compared to a $625 loss on sales of securities in
2004. Also, contributing to the decrease in non-interest income was the decrease
in the additions to the cash surrender value of owned life insurance policies of
$8,321 resulting from the lower interest rate environment during 2004. These
declines were partially offset by increases in fees and services charges from
deposit account activity of $41,412 in the first half of 2004 as compared to the
first half of 2003.

Non-interest Expense

         Non-interest expense was $2,174,631 during the six months ended June
30, 2004 representing an increase of $322,166 or 17.4%, as compared to
$1,852,465 during the six months ended June 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 $170,476 (17.8%) because
of new branch personnel, normal salary increases, increased number of employees
necessary to manage the growing lending and depository activities of the
institution. Occupancy expenses increased $36,810 (23.2%) and depreciation and
amortization increased $38,462 (23.1%) because of the new branch location.
Marketing efforts were increased because of the new branch resulting in $75,144
in marketing expenses in the first half of 2004 as compared to $36,918 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 $115,277 (32.3% of pre-tax net income) for the
six months ended June 30, 2004 as compared to $95,999 (30.5% of pre-tax net
income) for the six months ended June 30, 2003.


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

Net income

         Net income for the three months ended June 30, 2004 was $147,062 or
$.11 per share ($.10 per share fully diluted), an increase of $38,830, or 35.9%,
from $108,232 or $.12 per share ($.09 per share fully diluted) during the three
months ended June 30, 2003. The increase in net interest income was partially
offset by increases in operating expenses. Operating expenses, including
marketing costs, increased because of the opening a new branch office in January
2004.

         Total interest income increased by $126,682 or 10.2% to $1,371,395 for
the three months ended June 30, 2004 as compared to the three months ended June
30, 2003. This increase in interest income was primarily attributable to the
increase in interest earning assets during 2004.

         Interest expense decreased by $66,535 or 20.4% to $260,101 for the
three months ended June 30, 2004 as compared to $326,636 during the three months
ended June 30, 2003. This decrease was primarily attributable to the re-pricing
of long term certificates of deposit during 2004 during the time of reduced
market interest rates. 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 three months ended June 30, 2004 as
compared to the three months ended June 30, 2003.

         Net interest income increased by $193,217, or 21.1% during the three
months ended June 30, 2004 versus the same period of 2003 because of increases
in interest bearing assets and the reduction of the cost of deposits.


                                       15


<PAGE>


Provision for Loan Losses

         The provision for loan losses was $40,719 during the three months ended
June 30, 2004 as compared to $33,376 for the three months ended June 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 $18,951 or 8.7%, to $236,589 for the three months ended June 30, 2004
as compared to $217,638 for the three months ended June 30, 2003. This increase
was primarily attributable to increases in fees and services charges from
deposit account activity of $16,655 in the second quarter of 2004 as compared to
the second quarter of 2003.

Non-interest Expense

         Non-interest expense was $1,086,772 during the three months ended June
30, 2004 representing an increase of $139,007 or 14.7%, as compared to $947,765
during the three months ended June 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 $84,017 (17.2%) 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 $17,974 (23.2%) and depreciation and
amortization increased $21,922 (26.3%) because of the new branch location.
Marketing efforts were increased because of the new branch resulting in $24,058
in marketing expenses in the second quarter of 2004 as compared to $18,219 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 $73,330 (33.3% of pre-tax net income) for the
three months ended June 30, 2004 as compared to $46,342 (30.0% of pre-tax net
income) for the three months ended June 30, 2003.


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 $17,198,856 at June 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 June 30, 2004,
available for sale debt securities totaled $21,489,655 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


                                       16


<PAGE>


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 June 30, 2004 total
$2,247,613 ($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 $10,459,776 at June 30, 2004 ($9,156,931 at
December 31, 2003). 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, 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.


                                       17


<PAGE>

<TABLE>
<CAPTION>

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

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

                                  June 30,         December 31,      To be "Adequately         To be "Well
                                    2004               2003             Capitalized"          Capitalized"
                             ------------------- ----------------- -----------------------  ------------------

         Total capital:
            Company                18.9%              19.6%                 8.0%                    -
            Bank                   14.0%              14.6%                 8.0%                  10.0%
         Tier I:
            Company                17.9%              18.6%                 4.0%                    -
            Bank                   13.0%              13.6%                 4.0%                  6.0%
         Leverage Total:
            Company                11.9%              12.3%                 4.0%                    -
            Bank                    8.6%               8.9%                 4.0%                  5.0%

</TABLE>

         At June 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 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.



                           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 June 30, 2004, that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                       18


<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 Small Business Issuer Purchases of Equity
Securities

         There were no purchases of CN Bancorp, Inc. common stock made by, or on
behalf of, CN Bancorp, Inc. or any affiliated purchaser during the first six
months of 2004.


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 24, 2004, the
shareholders of the Company elected Creston G. Tate and John E. DeGrange, Sr.
(both with 1,129,986 votes for and 5,690 votes 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, Carl L. Hein, Jr., Gerald V. McDonald and
John G. Warner.

         Proposal to appoint Beard Miller Company LLP as the Company's
independent auditors was adopted by the shareholders at the annual meeting by a
vote of 1,132,131 shares in favor, 2,500 shares against, and 1,045 votes
withheld.

         The stockholders also approved an Employee Stock Purchase Plan
(1,127,176 votes for, 5,000 votes against and 3,500 votes abstaining) and a
Stock Option Plan (1,115,176 votes for, 7,500 votes against and 13,000 votes
abstaining) during the annual shareholders' meeting.

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
          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
                  second quarter of 2004.

                                       19


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                                   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 10, 2004              By: /s/ Jan W. Clark
                                           -------------------------------
                                           Jan W. Clark
                                           President and Chief Executive Officer


      Date :  August 10, 2004              By: /s/ Michael T. Storm
                                           -------------------------------
                                           Michael T. Storm
                                           Chief Financial Officer


                                       20



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