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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3) *
Cecil Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
149841 10 8
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages<PAGE>
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CUSIP No. 149841 10 8 13G Page 2 of 9 Pages
1. NAMES OF REPORTING PERSONS:
Cecil Bancorp, Inc. Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
52-1883546
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 37,688
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 37,688
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 37,688
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.0%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 149841 10 8 13G Page 3 of 9 Pages
1. NAMES OF REPORTING PERSONS:
Bernard L. Siegel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 21,154
6. SHARED VOTING POWER 32,571*
7. SOLE DISPOSITIVE POWER: 21,154
8. SHARED DISPOSITIVE POWER: 34,754*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 55,908*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.9%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by Cecil Bancorp, Inc. Management
Recognition Plan Trust as to which the reporting person, as a
trustee, shares voting power and dispositive power over 5,613
shares and 7,796 shares, respectively.
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CUSIP No. 149841 10 8 13G Page 4 of 9 Pages
1. NAMES OF REPORTING PERSONS:
Michael J. Scibinico
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 9,654
6. SHARED VOTING POWER 32,571*
7. SOLE DISPOSITIVE POWER: 9,654
8. SHARED DISPOSITIVE POWER: 34,754*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 44,408*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.4%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by Cecil Bancorp, Inc. Management
Recognition Plan Trust as to which the reporting person, as a
trustee, shares voting power and dispositive power over 5,613
shares and 7,796 shares, respectively.<PAGE>
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CUSIP No. 149841 10 8 13G Page 5 of 9 Pages
1. NAMES OF REPORTING PERSONS:
William F. Burkley
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 5,704
6. SHARED VOTING POWER 32,571*
7. SOLE DISPOSITIVE POWER: 5,704
8. SHARED DISPOSITIVE POWER: 34,754*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 40,458*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.6%*
12. TYPE OF REPORTING PERSON: IN
* Includes shares held by Cecil Bancorp, Inc. Management
Recognition Plan Trust as to which the reporting person, as a
trustee, shares voting power and dispositive power over 5,613
shares and 7,796 shares, respectively.
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Page 6 of 9 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Cecil Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
127 North Street
Elkton, Maryland 21921-5547
ITEM 2(a) NAME OF PERSON(S) FILING.
Cecil Bancorp, Inc. Employee Stock Ownership Plan
("ESOP"), and the following individuals who serve as trustees of
the trust established under the ESOP: Bernard L. Siegel, Michael
J. Scibinico and William F. Burkley.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
Item 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for the reporting person.
Item 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
Items (a) (b) (c) (d) (e) (g) and (h) - not
applicable. This Schedule 13G is being filed on behalf of the
ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to SEC no-action letters.
Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these
entities.
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Page 7 of 9 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, the ESOP
Committee has the power to direct the receipt of dividends on
shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.<PAGE>
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Page 8 of 9 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
CECIL BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Bernard L. Siegel January 28, 1998
__________________________________ ________________
Bernard L. Siegel, as Trustee Date
and Plan Committee Member
/s/ Michael J. Scibinico January 27, 1998
__________________________________ ________________
Michael J. Scibinico, as Trustee Date
and Plan Committee Member
/s/ William F. Burkley January 23, 1998
__________________________________ ________________
William F. Burkley, as Trustee Date
and Plan Committee Member
/s/ Bernard L. Siegel January 28, 1998
_________________________________________ ________________
Bernard L. Siegel, as an Individual Date
Stockholder
/s/ Michael J. Scibinico January 27, 1998
_________________________________________ ________________
Michael J. Scibinico, as an Individual Date
Stockholder
/s/ William F. Burkley January 23, 1998
_________________________________________ ________________
William F. Burkley, as an Individual Date
Stockholder
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Page 9 of 9 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of
the issuer in trust for the benefit of employees participating
in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the
trustees vote common stock allocated to participant accounts in
accordance with instructions by participants, (ii) shares of
common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received
shall be voted by the trustee in the same proportion that
participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares,
the issuer may direct the trustees as to the voting of all
unallocated shares, and if the issuer gives no direction, the
trustees shall vote such shares in their sole discretion.
Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the issuer in its capacity
as the ESOP Committee. Overall, the trustees must exercise
voting and dispositive power with respect to the assets held by
the ESOP, including common stock of the issuer, in accordance
with the fiduciary responsibility requirements imposed by
Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
