CECIL BANCORP INC
8-K, 2000-11-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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



Date of Report (Date of earliest event reported):  November 1, 2000
                                                  ------------------

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


Maryland                             0-24926                     52-1885467
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                 (I.R.S. Employer
   of incorporation)                File Number)             Identification No.)

127 North Street, Elkton, Maryland                                21921
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip code)

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

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 4.  CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
----------------------------------------------------------

     On October 31,  2000,  the Board of Directors  of the  Registrant  voted to
dismiss Simon,  Master & Sidlow,  P.A., as its independent  accountants.  Simon,
Master & Sidlow,  P.A.  was  notified  of the Board of  Directors'  decision  on
November 1, 2000.  The  decision  was  recommended  by the Audit  Committee  and
unanimously  approved  by of the  Board  of  Directors.  The firm of  Stegman  &
Company,  Towson,  Maryland,  has  been  engaged  to  perform  an  audit  of the
Registrant's  financial  statements for the fiscal year ending December 31, 2000
and to provide other accounting services, as appropriate.

     Simon, Master & Sidlow, P.A.'s audit reports on the Registrant's  financial
statements  as of and for the years ended  December  31, 1999 and 1998,  did not
contain any adverse  opinion or  disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.

     During the  Registrant's  two most recent fiscal years, and for the interim
period following through October 31, 2000, there have been no disagreements with
Simon,  Master  &  Sidlow,  P.A.  on any  matter  of  accounting  principles  or
practices,  financial  statement  disclosure,  or auditing  scope or procedures,
which  disagreements,  if not resolved to the  satisfaction  of Simon,  Master &
Sidlow, PA, would have caused them to make reference thereto .

     The Registrant  provided Simon,  Master & Sidlow,  P.A. with a copy of this
disclosure and Simon, Master & Sidlow, P.A. furnished it with a letter addressed
to the  Securities  and  Exchange  Commission  stating  that it agrees  with the
foregoing  statements.  A copy of Simon,  Master & Sidlow,  P.A.'s letter to the
Securities and Exchange Commission is attached as Exhibit 16.1 to this report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND OTHER EVENTS
-------------------------------------------------------------------------------

     Exhibit 16.1 -- Accountant's Letter


<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, thereunto duly authorized.



                                           CECIL BANCORP, INC.


Date: November 7, 2000                     By: /s/ Mary B. Halsey
                                               ----------------------------
                                               Mary B. Halsey
                                               President




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