UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                                 April 21, 1998
                Date of Report (Date of earliest event reported)

                              CENIT BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     0-20378                  54-1592546
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                           Identification Number)

     225 West Olney Road                                            23510
     Norfolk, Virginia                                           (Zip Code)
(Address of principal executive office)

     Registrant's telephone number, including area code:   (757) 446-6600

Item 5 - Other Events

     On  April  21,  1998,  the  Registrant  issued  a news  release  announcing
withdrawal of a shareholder  proposal.  The press release is attached as EXHIBIT
99.1.

Item 7 - Financial statements and exhibits.

     The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.


                                   SIGNATURES

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

                                          CENIT BANCORP, INC.



DATE:  April 22, 1998                     /S/ Michael S. Ives
                                          Michael S. Ives
                                          President and Chief Executive Officer



DATE:  April 22, 1998                     /S/ John O. Guthrie
                                          John O. Guthrie
                                          Senior Vice President and
                                          Chief Financial Officer


                                      -1-
<PAGE>


EXHIBIT INDEX

                                                                           
EXHIBIT             DESCRIPTION OF EXHIBIT                    PAGE
-------             ----------------------                    ----

 99.1          News Release dated April 21, 1998                3

                                      -2-

<PAGE>

EXHIBIT 99.1


NEWS RELEASE

CENIT Bancorp, Inc.
225 West Olney Road
Norfolk, Virginia 23510-1586
(757) 446-6600



April 21, 1998
  
Contact:  Michael S. Ives
          President and CEO
          (757) 446-6600

  
     CENIT Bancorp,  Inc.,  (NASDAQ:  CNIT) and Mid-Atlantic  Investors  jointly
announced  that  Mid-Atlantic  had agreed to withdraw a shareholder  proposal to
pursue an immediate sale of the Company from  consideration  at the CENIT annual
meeting.  Mid-Atlantic  agreed to withdraw  the  proposal  after  reviewing  the
statement of the position of CENIT's Board of Directors and management regarding
their approach and plans to maximize  shareholder value CENIT planned to include
in its proxy  statement  and after meeting with the Chief  Executive  Officer of
CENIT to clarify certain issues.
     Commenting  on  CENIT's  approach,  Michael S.  Ives,  President  and Chief
Executive  Officer of CENIT said:  "CENIT has held annual  management  and board
retreats,  as well as other meetings,  where it has regularly consulted with its
independent  investment advisors in order to assess the immediate and long- term
valuations  of the Company and all  strategic  options  available to the Company
from time to time. The Board of Directors has never foreclosed  consideration of
any strategic option, including possible mergers, acquisitions or other business
combinations."
     With respect to CENIT's  plans for the future,  Mr. Ives said that "CENIT's
current  business  plan focuses on  continued  superior  growth and  stockholder
returns.  The Board of  Directors  will  continue  to consult  with  independent
investment  advisors,  and will not foreclose any strategic option,  including a
sale or merger of the Company -- at the right time and price."
     Jerry Shearer, Managing Partner of Mid-Atlantic,  stated that "Mr. Ives and
I had a very  candid  discussion  about  the best ways to  maximize  shareholder
value. Based on those discussions and CENIT's stated position, Mid-Atlantic does
not believe that pursuit of the shareholder proposal is necessary at this time."
  
                                       #

                                       -3-
[{"type": "8-K", "sequence": "1", "description": "NEWS RELEASE DATED APRIL 21, 1998", "secsgml_size_bytes": 4772}]
{"company-data": {"conformed-name": "CENIT BANCORP INC", "cik": "0000877834", "assigned-sic": "6035", "irs-number": "541592546", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20378", "film-number": "98598570"}, "business-address": {"street1": "225 WEST OLNEY RD", "city": "NORFOLK", "state": "VA", "zip": "23510", "phone": "7574466600"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                                 April 21, 1998
                Date of Report (Date of earliest event reported)

                              CENIT BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     0-20378                  54-1592546
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                           Identification Number)

     225 West Olney Road                                            23510
     Norfolk, Virginia                                           (Zip Code)
(Address of principal executive office)

     Registrant's telephone number, including area code:   (757) 446-6600

Item 5 - Other Events

     On  April  21,  1998,  the  Registrant  issued  a news  release  announcing
withdrawal of a shareholder  proposal.  The press release is attached as EXHIBIT
99.1.

Item 7 - Financial statements and exhibits.

     The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.

                                   SIGNATURES

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

                                          CENIT BANCORP, INC.

DATE:  April 22, 1998                     /S/ Michael S. Ives
                                          Michael S. Ives
                                          President and Chief Executive Officer

DATE:  April 22, 1998                     /S/ John O. Guthrie
                                          John O. Guthrie
                                          Senior Vice President and
                                          Chief Financial Officer

                                      -1-
EXHIBIT INDEX

                                                                           
EXHIBIT             DESCRIPTION OF EXHIBIT                    PAGE
-------             ----------------------                    ----

 99.1          News Release dated April 21, 1998                3

                                      -2-
EXHIBIT 99.1

NEWS RELEASE

CENIT Bancorp, Inc.
225 West Olney Road
Norfolk, Virginia 23510-1586
(757) 446-6600

April 21, 1998
  
Contact:  Michael S. Ives
          President and CEO
          (757) 446-6600

  
     CENIT Bancorp,  Inc.,  (NASDAQ:  CNIT) and Mid-Atlantic  Investors  jointly
announced  that  Mid-Atlantic  had agreed to withdraw a shareholder  proposal to
pursue an immediate sale of the Company from  consideration  at the CENIT annual
meeting.  Mid-Atlantic  agreed to withdraw  the  proposal  after  reviewing  the
statement of the position of CENIT's Board of Directors and management regarding
their approach and plans to maximize  shareholder value CENIT planned to include
in its proxy  statement  and after meeting with the Chief  Executive  Officer of
CENIT to clarify certain issues.
     Commenting  on  CENIT's  approach,  Michael S.  Ives,  President  and Chief
Executive  Officer of CENIT said:  "CENIT has held annual  management  and board
retreats,  as well as other meetings,  where it has regularly consulted with its
independent  investment advisors in order to assess the immediate and long- term
valuations  of the Company and all  strategic  options  available to the Company
from time to time. The Board of Directors has never foreclosed  consideration of
any strategic option, including possible mergers, acquisitions or other business
combinations."
     With respect to CENIT's  plans for the future,  Mr. Ives said that "CENIT's
current  business  plan focuses on  continued  superior  growth and  stockholder
returns.  The Board of  Directors  will  continue  to consult  with  independent
investment  advisors,  and will not foreclose any strategic option,  including a
sale or merger of the Company -- at the right time and price."
     Jerry Shearer, Managing Partner of Mid-Atlantic,  stated that "Mr. Ives and
I had a very  candid  discussion  about  the best ways to  maximize  shareholder
value. Based on those discussions and CENIT's stated position, Mid-Atlantic does
not believe that pursuit of the shareholder proposal is necessary at this time."
  
                                       #

                                       -3-