<PAGE>
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden hours
per form .... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Baltimore Bancorp
- ---------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $5.00 per share
------------------------------------------------------------
(Title of Class of Securities)
059029 10 8
-----------------------------------------
(CUSIP Number)
James L. Mitchell, Esq.
Executive Vice President, General Counsel and Secretary
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
(201) 565-3200
- ----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 1994
-------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with the
statement []. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
<PAGE>
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
</PAGE>
<PAGE>
CUSIP NO. 059029 10 8 Page 2 of 5
Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Fidelity Bancorporation
22-2826775
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,846,800*
BENEFICIALLY
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
3,846,800*
10 SHARED VOTING POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,846,800*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.16%**
14 TYPE OF REPORTING PERSON*
HC; CO
________________
* First Fidelity directly owns 546,800 outstanding shares
of Company Common Stock. In addition, as previously
reported, First Fidelity was granted an option pursuant
to the Option Agreement described in Item 4 of the
Original Schedule 13D (as defined below) to acquire
3,300,000 shares of authorized but unissued shares of
Common Stock which option has not yet become
exercisable. First Fidelity expressly disclaims
beneficial ownership of such option shares. See Item 5
of the Original Schedule 13D.
** Based upon the 16,775,790 shares reported by Baltimore
Bancorp to be outstanding as of June 30, 1994 plus the
3,300,000 shares obtainable by First Fidelity upon the
exercise of the stock option described in Item 4 of the
Original Schedule 13D were such stock option presently
exercisable.
</PAGE>
<PAGE>
First Fidelity Bancorporation ("First Fidelity"),
a New Jersey corporation registered as a bank holding
company under the Bank Holding Company Act of 1956, as
amended, hereby further amends and supplements its Schedule
13D, originally filed on April 1, 1994 (the "Original
Schedule 13D"), with respect to its deemed beneficial
ownership of 3,300,000 shares of Common Stock, par value
$5.00 per share (the "Common Stock"), of Baltimore Bancorp,
a Maryland corporation (the "Company"). Capitalized terms
used herein but not otherwise defined shall have the
meanings given to such terms in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Original
Schedule 13D is hereby further amended and supplemented by
the following:
Between July 1, 1994 and August 4, 1994, First
Fidelity used funds derived from working capital to purchase
194,500 additional shares of Company Common Stock, subject
to settlement, in open market transactions at a total cost
of $3,890,000, as more fully described in Item 5 hereof.
Item 5. Interest in Securities of the Issuer.
The responses set forth in Items 5(a)-(c) of the
Original Schedule 13D are hereby further amended and
supplemented by the following:
Common Stock. Between July 1, 1994 and August 4,
1994, First Fidelity acquired, subject to settlement, an
aggregate of 194,500 additional outstanding shares of
Company Common Stock, which shares, when considered together
with the 198,300 shares of Company Common Stock acquired by
First Fidelity between May 6, 1994 and May 19, 1994 (as
reflected in Amendment No. 1 to First Fidelity's Schedule
13D filed on May 20, 1994) and the 154,000 shares of Company
Common Stock acquired by First Fidelity between May 20, 1994 and
June 30, 1994 (as reflected in Amendment No. 2 to First
Fidelity's Schedule 13D filed on July 1, 1994), represent 3.26%
of the currently outstanding Common Stock and, when combined with
the shares that may be purchasable upon the exercise of the
Option, 19.16% of the shares of Common Stock, giving effect to
such exercise of the Option. First Fidelity has sole power to
vote and dispose of such additional shares.
Set forth below is a summary of the transactions
effected by First Fidelity in shares of Common Stock during
the period July 1, 1994 through August 4, 1994. Each of such
transactions was a brokerage transaction effected in the
open market.
</PAGE>
<PAGE>
Date Number of Shares Bought/Sold Price Paid
7/27 3,500 Bought $20.00
8/1 5,600 Bought $20.00
8/2 115,000 Bought $20.00
8/3 14,400 Bought $20.00
8/4 56,000 Bought $20.00
To the best knowledge of First Fidelity, none of
the persons listed on Schedule I to the Original Schedule
13D have effected any transactions in the Company Common
Stock during the period July 1, 1994 through August 4, 1994.
</PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I hereby certify that the information set forth
in this statement is true, complete and correct.
Dated: August 5, 1994
FIRST FIDELITY BANCORPORATION
By: /s/ JAMES L. MITCHELL
Name: James L. Mitchell
Title: Executive Vice President
General Counsel and
Secretary
</PAGE>
