SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 4, 2003
                                                   -----------------
<TABLE>
<CAPTION>

                                                 Cecil Bancorp, Inc.
--------------------------------------------------------------------------------------------------------------------
                             (Exact name of registrant as specified in its charter)


<S>                                                     <C>                                 <C>
              Maryland                                  0-24926                             52-1883546
---------------------------------------- ------------------------------------- -------------------------------------
(State or other jurisdiction                       (Commission file                        (IRS Employer
of incorporation)                                       number)                       Identification Number)


   127 North Street, Elkton, Maryland           21921
--------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)     (Zip Code)

</TABLE>

Registrant's telephone number, including area code:  (410) 398-1650
                                                     --------------




<PAGE>

Item 5. Other Material Events.

         On  March 4,  2003,  The  Board of  Directors  of Cecil  Bancorp,  Inc.
announced  the  completion  of a private  placement  of 158,735  shares of newly
issued common stock,  par value $0.01 per share, at a price per share of $15.80,
for gross  proceeds of $2,508,013.  All  purchasers  were directors or executive
officers of Cecil Bancorp and Cecil Federal Bank who are accredited investors as
defined  in  Regulation  D issued  under the  Securities  Act of 1933 (the "1933
Act"). The stock issued in the private placement comprises 19.84% of outstanding
shares after issuance.

         Proceeds  will be used  primarily  for  injection of capital into Cecil
Federal Bank,  where they may be used to support  growth in banking  operations,
but also may be used for other corporate purposes.

         As  stated  in the Form 8-K  filed on  February  20,  2003,  the  Board
believes that the placement will be accretive to earnings per share and tangible
book value per share for the year 2003 and in future  years,  that is, the Board
expects that  earnings  and  tangible  book value per share will be greater than
they would have been  without the  placement.  Costs are  expected to total less
than 1.0% of the proceeds.

         The Board  established the terms of the private placement based upon an
analysis of the Bank's  capital  needs;  the  expected  positive  effects of the
placement on  shareholders;  the legal  restrictions on the ability of buyers to
sell the shares;  and the lower probability of success,  higher costs (including
legal,  accounting,  and financial advisory or underwriters' costs), and greater
time requirements of alternative means of raising capital,  among other factors.
The Company  determined  to issue  common  equity  rather than  long-term  trust
preferred  securities,  which  require  the  payment  of  interest  and  require
substantially  higher issuance costs, and rejected  alternative means of raising
common equity,  such as an underwritten  public offering or rights offering or a
more broadly available private placement, due to concerns regarding feasibility,
costs, timing, and overall net benefits to the Company and its shareholders.

         Forward-Looking Statements

         This Form 8-K includes  forward-looking  statements 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;  and  statements of the ability to achieve  financial and other goals.
These  forward-looking  statements  are  subject  to  significant  uncertainties
because  they are based upon or are  affected  by:  management's  estimates  and
projections of future interest rates and other economic conditions;  future laws
and  regulations;  and a variety of other matters  which,  by their nature,  are
subject to significant uncertainties. Because of these uncertainties, the actual
future results may differ materially from those indicated.


<PAGE>

                                   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 hereunto duly authorized.

                                                 CECIL BANCORP, INC.

                                                 By:   /s/ Mary B. Halsey
                                                       Mary B. Halsey
                                                       President
Dated : March 4, 2003
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5225}]
{"company-data": {"conformed-name": "CECIL BANCORP INC", "cik": "0000926865", "assigned-sic": "6035", "irs-number": "521883546", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24926", "film-number": "03593910"}, "business-address": {"street1": "127 NORTH STREET", "city": "ELKTON", "state": "MD", "zip": "21921", "phone": "4103981650"}, "mail-address": {"street1": "127 NORTH STREET", "city": "ELKTON", "state": "MD", "zip": "21922-0568"}}
SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 4, 2003
                                                   -----------------
Cecil Bancorp, Inc.
--------------------------------------------------------------------------------------------------------------------
                             (Exact name of registrant as specified in its charter)
Maryland                                  0-24926                             52-1883546
---------------------------------------- ------------------------------------- -------------------------------------
(State or other jurisdiction                       (Commission file                        (IRS Employer
of incorporation)                                       number)                       Identification Number)

   127 North Street, Elkton, Maryland           21921
--------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)     (Zip Code)
Registrant's telephone number, including area code:  (410) 398-1650
                                                     --------------
Item 5. Other Material Events.

         On  March 4,  2003,  The  Board of  Directors  of Cecil  Bancorp,  Inc.
announced  the  completion  of a private  placement  of 158,735  shares of newly
issued common stock,  par value $0.01 per share, at a price per share of $15.80,
for gross  proceeds of $2,508,013.  All  purchasers  were directors or executive
officers of Cecil Bancorp and Cecil Federal Bank who are accredited investors as
defined  in  Regulation  D issued  under the  Securities  Act of 1933 (the "1933
Act"). The stock issued in the private placement comprises 19.84% of outstanding
shares after issuance.

         Proceeds  will be used  primarily  for  injection of capital into Cecil
Federal Bank,  where they may be used to support  growth in banking  operations,
but also may be used for other corporate purposes.

         As  stated  in the Form 8-K  filed on  February  20,  2003,  the  Board
believes that the placement will be accretive to earnings per share and tangible
book value per share for the year 2003 and in future  years,  that is, the Board
expects that  earnings  and  tangible  book value per share will be greater than
they would have been  without the  placement.  Costs are  expected to total less
than 1.0% of the proceeds.

         The Board  established the terms of the private placement based upon an
analysis of the Bank's  capital  needs;  the  expected  positive  effects of the
placement on  shareholders;  the legal  restrictions on the ability of buyers to
sell the shares;  and the lower probability of success,  higher costs (including
legal,  accounting,  and financial advisory or underwriters' costs), and greater
time requirements of alternative means of raising capital,  among other factors.
The Company  determined  to issue  common  equity  rather than  long-term  trust
preferred  securities,  which  require  the  payment  of  interest  and  require
substantially  higher issuance costs, and rejected  alternative means of raising
common equity,  such as an underwritten  public offering or rights offering or a
more broadly available private placement, due to concerns regarding feasibility,
costs, timing, and overall net benefits to the Company and its shareholders.

         Forward-Looking Statements

         This Form 8-K includes  forward-looking  statements 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;  and  statements of the ability to achieve  financial and other goals.
These  forward-looking  statements  are  subject  to  significant  uncertainties
because  they are based upon or are  affected  by:  management's  estimates  and
projections of future interest rates and other economic conditions;  future laws
and  regulations;  and a variety of other matters  which,  by their nature,  are
subject to significant uncertainties. Because of these uncertainties, the actual
future results may differ materially from those indicated.
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 hereunto duly authorized.

                                                 CECIL BANCORP, INC.

                                                 By:   /s/ Mary B. Halsey
                                                       Mary B. Halsey
                                                       President
Dated : March 4, 2003