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 23, 1999
                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 23, 1999, the Registrant issued a news release reporting the
withdrawal of a shareholder proposal.

Item 7 - Financial statements and exhibits.

     The exhibits listed in the Exhibit Index are 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 26, 1999                     /S/ Michael S. Ives
                                          Michael S. Ives
                                          President and Chief Executive Officer



DATE:  April 26, 1999                     /S/ John O. Guthrie
                                          John O. Guthrie
                                          Senior Vice President and
                                          Chief Financial Officer


                                      -1-
<PAGE>


EXHIBIT INDEX

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

 99.1          News Release dated April 23, 1999

                                      -2-

<PAGE>

EXHIBIT 99.1


NEWS RELEASE

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


DATE:     April 23, 1999
  
CONTACT:  Michael S. Ives
          President and CEO
          (757) 446-6600
  
                              _________________________           

     (Norfolk,  Virginia) - CENIT Bancorp, Inc. (NASDAQ:  CNIT) and Mid-Atlantic
Investors  jointly  announced  that  Mid-Atlantic  has  agreed to  withdraw  its
shareholder  proposal to pursue an immediate  sale of the Company.  The proposal
was to be considered  at CENIT's  annual  meeting on May 19, 1999.  Mid-Atlantic
agreed to withdraw the  proposal  after  meeting  with Michael S. Ives,  CENIT's
President and Chief Executive Officer, to clarify certain issues.

     Mid-Atlantic is CENIT's largest shareholder,  and had expressed its concern
that CENIT take  appropriate  steps to maximize  the value of the Company to its
shareholders. Jerry Shearer, Managing Partner of Mid-Atlantic, stated that: "Mr.
Ives and I had a very frank discussion about our concerns.  While CENIT has made
significant  improvements to its banking  franchise over the past several years,
these improvements alone do not justify CENIT's independence in the future. Many
excellent  community  banks smaller than CENIT have already lost franchise value
because they are too small to interest larger acquirors. We expect this trend to

<PAGE>

continue.  Many community banks have also missed  opportunities  to share in the
rapid  growth  in value  that  many  acquirors  have  experienced.  To  maximize
shareholder  value,  CENIT must either  immediately  merge with one or two other
banks to  significantly  improve  its  franchise  value or  pursue a sale of the
Company.  Mr. Ives and CENIT's management  apparently  understand this. If CENIT
can execute its business  plan,  we will give them the  opportunity  to perform.
But, if CENIT cannot perform,  we will act decisively.  On this basis, we agreed
to withdraw our proposal this year."  

     Commenting on Mid-Atlantic's decision to withdraw its proposal,  Michael S.
Ives,  President and Chief Executive Officer of CENIT,  said:  "CENIT's Board of
Directors has consistently  pursued a policy of acting to maximize the long-term
value of each stockholder's investment in the Company. Mr. Shearer made a number
of valid points  during our  discussions.  We do not disagree  with his position
that a  community  bank  needs to be  vigilant  to  prevent  the  erosion of its
franchise  value as banking  continues to evolve.  I assured Mr. Shearer that we
are well aware of market  valuation  trends through regular  consultations  with
independent investment advisers. Our business plan is designed to maximize value
for our  stockholders,  and we accept  Mr.  Shearer's  challenge  to pick up the
pace."

                                       ##
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{"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": "99600874"}, "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 23, 1999
                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 23, 1999, the Registrant issued a news release reporting the
withdrawal of a shareholder proposal.

Item 7 - Financial statements and exhibits.

     The exhibits listed in the Exhibit Index are 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 26, 1999                     /S/ Michael S. Ives
                                          Michael S. Ives
                                          President and Chief Executive Officer

DATE:  April 26, 1999                     /S/ John O. Guthrie
                                          John O. Guthrie
                                          Senior Vice President and
                                          Chief Financial Officer

                                      -1-
EXHIBIT INDEX

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

 99.1          News Release dated April 23, 1999

                                      -2-
EXHIBIT 99.1

NEWS RELEASE

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

DATE:     April 23, 1999
  
CONTACT:  Michael S. Ives
          President and CEO
          (757) 446-6600
  
                              _________________________           

     (Norfolk,  Virginia) - CENIT Bancorp, Inc. (NASDAQ:  CNIT) and Mid-Atlantic
Investors  jointly  announced  that  Mid-Atlantic  has  agreed to  withdraw  its
shareholder  proposal to pursue an immediate  sale of the Company.  The proposal
was to be considered  at CENIT's  annual  meeting on May 19, 1999.  Mid-Atlantic
agreed to withdraw the  proposal  after  meeting  with Michael S. Ives,  CENIT's
President and Chief Executive Officer, to clarify certain issues.

     Mid-Atlantic is CENIT's largest shareholder,  and had expressed its concern
that CENIT take  appropriate  steps to maximize  the value of the Company to its
shareholders. Jerry Shearer, Managing Partner of Mid-Atlantic, stated that: "Mr.
Ives and I had a very frank discussion about our concerns.  While CENIT has made
significant  improvements to its banking  franchise over the past several years,
these improvements alone do not justify CENIT's independence in the future. Many
excellent  community  banks smaller than CENIT have already lost franchise value
because they are too small to interest larger acquirors. We expect this trend to
continue.  Many community banks have also missed  opportunities  to share in the
rapid  growth  in value  that  many  acquirors  have  experienced.  To  maximize
shareholder  value,  CENIT must either  immediately  merge with one or two other
banks to  significantly  improve  its  franchise  value or  pursue a sale of the
Company.  Mr. Ives and CENIT's management  apparently  understand this. If CENIT
can execute its business  plan,  we will give them the  opportunity  to perform.
But, if CENIT cannot perform,  we will act decisively.  On this basis, we agreed
to withdraw our proposal this year."  

     Commenting on Mid-Atlantic's decision to withdraw its proposal,  Michael S.
Ives,  President and Chief Executive Officer of CENIT,  said:  "CENIT's Board of
Directors has consistently  pursued a policy of acting to maximize the long-term
value of each stockholder's investment in the Company. Mr. Shearer made a number
of valid points  during our  discussions.  We do not disagree  with his position
that a  community  bank  needs to be  vigilant  to  prevent  the  erosion of its
franchise  value as banking  continues to evolve.  I assured Mr. Shearer that we
are well aware of market  valuation  trends through regular  consultations  with
independent investment advisers. Our business plan is designed to maximize value
for our  stockholders,  and we accept  Mr.  Shearer's  challenge  to pick up the
pace."

                                       ##