GLEN BURNIE BANCORP
10-Q, 2000-05-15
STATE COMMERCIAL BANKS
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                       UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                         FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
            SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ______________

           COMMISSION FILE NUMBER:  0-24047
                                    -------


                    GLEN BURNIE BANCORP
     -----------------------------------------------------
     (Exact name of registrant as specified in its charter)

             Maryland                          52-1782444
 -------------------------------       ---------------------
 (State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)        Identification Number)

  101 Crain Highway, S.E., Glen Burnie, Maryland        21061
  ----------------------------------------------        -----
    (Address of principal executive offices)          (Zip Code)

                            410-766-3300
       --------------------------------------------------
      (Registrant's telephone number, including area code)

                        Not applicable
       --------------------------------------------------
      (Former name, former address and former fiscal year,
               if changed since last report)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X     No
     ---       ---

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

     The number of outstanding shares of the registrant's common
stock as of March 31, 2000 was 1,098,940.

<PAGE>
<PAGE>
        GLEN BURNIE BANCORP AND SUBSIDIARIES

                 INDEX TO FORM 10-Q

        FOR THE QUARTER ENDED MARCH 31, 2000


                                                         PAGE
                                                         ----
PART I   FINANCIAL INFORMATION

  Item 1. Financial Statements

       -  Condensed Consolidated Balance Sheets            3

       -  Condensed Consolidated Statements of
          Income                                           4

       -  Condensed Consolidated Statements of
          Comprehensive Income                             5

       -  Condensed Consolidated Statements of
          Cash Flows                                       6

       -  Notes to Condensed Consolidated Financial
          Statements                                       7

  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations                                       8

  Item 3. Quantitative and Qualitative Disclosures
          About Market Risk                               12

PART II   OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                13

SIGNATURES                                                14



                               2
<PAGE>
<PAGE>
            GLEN BURNIE BANCORP AND SUBSIDIARIES
            CONDENSED CONSOLIDATED BALANCE SHEETS
                  (dollars in thousands)
                      (Unaudited)

<TABLE>
<CAPTION>
                                                     MARCH 31,         DECEMBER 31,
                                                      2000                1999
          ASSETS                                    ---------         -------------
<S>                                                <C>                 <C>
Cash and due from banks . . . . . . . . . . . . .   $   7,347            $   8,317
Interest-bearing deposits in other
   financial institutions. . . . . . . . . . . . .         28                   10
Federal funds sold . . . . . . . . . . . . . . . .      2,981                  556
                                                    ---------            ---------
      Cash and cash equivalents. . . . . . . . . .     10,356                8,883
Investment securities available for sale, at
  fair value . . . . . . . . . . . . . . . . . . .     15,493               15,317
Investment securities held to maturity, at cost
  (fair value March 31: $26,482;
  December 31: $27,042). . . . . . . . . . . . . .     28,187               28,657
Loans, less allowance for credit losses
  (March 31: $2,883; December 31: $2,922). . . . .    156,095              151,107
Premises and equipment at cost, less
  accumulated depreciation . . . . . . . . . . . .      4,153                4,253
Other real estate owned. . . . . . . . . . . . . .        536                  559
Other assets . . . . . . . . . . . . . . . . . . .      4,166                4,663
                                                    ---------            ---------
           Total assets                             $ 218,986            $ 213,439
                                                    =========            =========

           LIABILITIES AND STOCKHOLDERS' EQUITY

           LIABILITIES:

Deposits . . . . . . . . . . . . . . . . . . . . .  $ 201,641            $ 194,090
Short-term borrowings. . . . . . . . . . . . . . .        351                2,465
Other liabilities. . . . . . . . . . . . . . . . .      1,601                1,782
                                                    ---------            ---------
          Total liabilities. . . . . . . . . . . .  $ 203,593            $ 198,337
                                                    ---------            ---------
          STOCKHOLDERS' EQUITY:

Common stock, par value $1,  authorized 15,000,000
  shares; issued and outstanding:
  March 31: 1,098,940 shares; December 31:
  1,093,496 shares . . . . . . . . . . . . . . . .  $   1,099            $   1,093
Surplus. . . . . . . . . . . . . . . . . . . . . .     10,237               10,149
Retained earnings. . . . . . . . . . . . . . . . .      4,242                4,013
Accumulated other comprehensive income (loss). . .       (185)                (153)
                                                    ---------            ---------
           Total stockholders' equity. . . . . . .     15,393               15,102
                                                    ---------            ---------
           Total liabilities and stockholders'
              equity . . . . . . . . . . . . . . .  $ 218,986            $ 213,439
                                                    =========            =========
</TABLE>

See accompanying notes to condensed consolidated financial
statements.

                              3
<PAGE>
<PAGE>
              GLEN BURNIE BANCORP AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                         (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                         MARCH 31,
                                                               -------------------------
                                                                     2000           1999
                                                               ----------     ----------
<S>                                                                <C>            <C>
Interest income on:
   Loans, including fees . . . . . . . . . . . . . . . . .     $    3,118     $    2,892
   U.S. Treasury and U.S. Government agency securities . .            676            840
   Other . . . . . . . . . . . . . . . . . . . . . . . . .             35            163
                                                               ----------     ----------
       Total interest income . . . . . . . . . . . . . . .          3,829          3,895
                                                               ----------     ----------
Interest expense on:
   Deposits. . . . . . . . . . . . . . . . . . . . . . . .          1,319          1,398
   Short-term borrowings . . . . . . . . . . . . . . . . .             25              8
                                                               ----------     ----------
       Total interest expense. . . . . . . . . . . . . . .          1,344          1,406
                                                               ----------     ----------

          Net interest income. . . . . . . . . . . . . . .          2,485          2,489

Provision for credit losses. . . . . . . . . . . . . . . .              0              0
                                                               ----------     ----------
          Net interest income after provision for
            credit losses. . . . . . . . . . . . . . . . .          2,485          2,489
                                                               ----------     ----------
Other income:
   Service charges on deposit accounts . . . . . . . . . .            247            261
   Other fees and commissions. . . . . . . . . . . . . . .            134             61
   Other non-interest income . . . . . . . . . . . . . . .             59             27
   Gains on investment securities. . . . . . . . . . . . .              0             25
                                                               ----------     ----------
       Total other income. . . . . . . . . . . . . . . . .            440            374
                                                               ----------     ----------
Other expenses:
   Salaries and employee benefits. . . . . . . . . . . . .          1,373          1,292
   Occupancy . . . . . . . . . . . . . . . . . . . . . . .            170            141
   Other expenses. . . . . . . . . . . . . . . . . . . . .            843          1,134
                                                               ----------     ----------
       Total other expenses. . . . . . . . . . . . . . . .          2,386          2,567
                                                               ----------     ----------
Income before income taxes . . . . . . . . . . . . . . . .            539            296

Income tax expense . . . . . . . . . . . . . . . . . . . .            172            102
                                                               ----------     ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . .     $      367     $      194
                                                               ==========     ==========
Basic and diluted earnings per share of common stock . . .     $     0.29     $     0.15
                                                               ==========     ==========
Weighted average shares of common stock outstanding. . . .      1,263,955      1,257,420
                                                               ==========     ==========
Dividends declared per share of common stock . . . . . . .     $    0.125     $    0.083
                                                               ==========     ==========
</TABLE>

See accompanying notes to condensed consolidated financial
statements.

                                  4
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<PAGE>
              GLEN BURNIE BANCORP AND SUBSIDIARIES
   CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                  (DOLLARS IN THOUSANDS)
                        (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                    ---------------------
                                                                        2000        1999
                                                                       ------      ------
<S>                                                                    <C>         <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $  367      $  194

Other comprehensive income (loss), net of tax

   Unrealized gains (losses) securities:

      Unrealized holding gains (losses) arising during period. . . .    (32)       (134)

      Reclassification adjustment for (gains) losses included
        in net income. . . . . . . . . . . . . . . . . . . . . . . .      0         (15)
                                                                     ------     -------
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . $  335      $   45
                                                                     ======     =======

</TABLE>


See accompanying notes to condensed consolidated financial
statements.

                             5
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<PAGE>
         GLEN BURNIE BANCORP AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                (DOLLARS IN THOUSANDS)
                      (UNAUDITED)

<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED
                                                                          MARCH 31,
                                                                  ----------------------
                                                                    2000          1999
                                                                  ---------     --------
<S>                                                                   <C>            <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . .      $     367     $    194
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation, amortization, and accretion . . . . . . . .            187          200
   Provision for credit losses . . . . . . . . . . . . . . .              0            0
   Changes in assets and liabilities:
      (Increase) decrease in other assets. . . . . . . . . .            469          (88)
      Increase (decrease) in other liabilities . . . . . . .           (181)         310
                                                                  ---------     --------

Net cash provided by operating activities. . . . . . . . . .            842          616
                                                                  ---------     --------
Cash flows from investing activities:
    Maturities of available for sale mortgage-backed
     securities. . . . . . . . . . . . . . . . . . . . . . .            891            0
    Proceeds from disposals of investment securities . . . .              0       11,678
    Purchases of investment securities . . . . . . . . . . .           (650)      (8,497)
    Increase in loans, net . . . . . . . . . . . . . . . . .         (4,988)      (8,574)
    Purchases of premises and equipment. . . . . . . . . . .            (38)         (16)
    Sale of other real estate. . . . . . . . . . . . . . . .             23            2
                                                                  ---------     --------

Net cash used by investing activities. . . . . . . . . . . .         (4,762)      (5,407)
                                                                  ---------     --------
Cash flows from financing activities:
    Increase (decrease) in deposits, net . . . . . . . . . .          7,551       (2,471)
    Increase (decrease) in short-term borrowings . . . . . .         (2,114)        (205)
    Dividends paid . . . . . . . . . . . . . . . . . . . . .           (138)        (123)
    Common stock dividends reinvested. . . . . . . . . . . .             65            0
    Issuance of common stock under Stockholder
     Purchase Plan . . . . . . . . . . . . . . . . . . . . .             29           91
                                                                  ---------     --------

Net cash provided (used) by financing activities . . . . . .          5,393       (2,708)
                                                                  ---------     --------
Increase (decrease) in cash and cash equivalents . . . . . .          1,473       (7,499)

Cash and cash equivalents, beginning of year . . . . . . . .          8,883       16,020
                                                                  ---------     --------
Cash and cash equivalents, end of period . . . . . . . . . .      $  10,356     $  8,521
                                                                  =========     ========
</TABLE>

                             6

See accompanying notes to condensed consolidated financial
statements.
<PAGE>
<PAGE>
         GLEN BURNIE BANCORP AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (Unaudited)


NOTE 1 - BASIS OF PRESENTATION
         ---------------------

     The accompanying unaudited consolidated financial
statements were prepared in accordance with instructions for
Form 10-Q and, therefore, do not include all information and
notes necessary for a complete presentation of financial
position, results of operations, changes in stockholders'
equity, and cash flows in conformity with generally accepted
accounting principles.  However, all adjustments (consisting
only of normal recurring accruals) which, in the opinion of
management, are necessary for a fair presentation of the
unaudited consolidated financial statements have been included
in the results of operations for the three months ended March
31, 2000 and 1999.

     Operating results for the three-month period ended March
31, 2000 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2000.


NOTE 2 - EARNINGS PER SHARE
         ------------------

     Information for net income per share and weighted average
shares outstanding for prior periods have been restated to
reflect a 20% stock dividend paid in January 2000.

     Basic earnings per share of common stock are computed by
dividing net earnings by the weighted average number of common
shares outstanding during the period.  Diluted earnings per
share are calculated by including the average dilutive common
stock equivalents outstanding during the periods.  Dilutive
common equivalent shares consist of stock options, calculated
using the treasury stock method.

NOTE 3 - CONTINGENCIES
         -------------

     On February 15, 2000, the Bank sold its credit card
portfolio to another financial institution.  The outstanding
balance of the portfolio as of the date of settlement was
$1,064,857.

     As a result of the sale, the Bank was required to maintain
a loan loss reserve for all non-business accounts with the
financial institution of approximately $48,000, that was funded
with part of the settlement proceeds.  The loan loss reserve is
for a one year period, with any remaining reserve returned to
the Bank. The Bank has no additional responsibilities for loan
losses in excess of the initial reserves.  As of March 31, 2000,
approximately $46,000 remained in the loan loss reserve.  In
addition to the loan loss reserve for non-business accounts, the
Bank is also required to guarantee all business accounts for a
one year period.  Total Bank exposure for business accounts is
approximately $400,000, with a total outstanding  balance of
approximately $73,000 as of March 31, 2000.

NOTE 4 - ADOPTION OF NEW FINANCIAL ACCOUNTING STANDARDS
         ----------------------------------------------

     On January 1, 1998 the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130").  SFAS No. 130 establishes standards
for reporting and displaying comprehensive income and its
components (revenues, expense, gains and losses) in a full set
of general-purpose financial statements.  This Statement
requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statement
and (b) display the accumulated balance of other comprehensive
income separately from retained earnings and additional
paid-in-capital in the equity section of a statement of
financial position.  In accordance with the provisions of SFAS
No. 130, comparative financial statements presented for earlier
periods have been reclassified to reflect the provisions of the
statement.

                                  7
<PAGE>
<PAGE>
     Effective October 1, 1998, the Bank adopted the provisions
of SFAS No. 133, which provides for a special opportunity to
reclassify held to maturity securities to available for sale.
In connection therewith, the Bank reclassified held to maturity
securities with amortized cost approximating $20,300,000 as
available for sale, resulting in an increase in accumulated
other comprehensive income of approximately $270,000, net of
deferred taxes of approximately $170,000.

NOTE 5 - SUBSEQUENT EVENT
         ----------------

     In April 2000, the Bank sold a property held in Other Real
Estate Owned with a cost basis of $47,000.  Proceeds from the
sale were $501,040, net of applicable selling costs.  A gain of
$454,040 was recorded in other income for the second quarter
2000.

                            8

<PAGE>
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

     Glen Burnie Bancorp, a Maryland corporation (the
"Company"), and its subsidiaries, The Bank of Glen Burnie (the
"Bank") and GBB Properties, Inc., both Maryland corporations,
had consolidated net income of $367,000 ($0.29 basic and diluted
earnings per share) for the first quarter of 2000 compared to
first quarter 1999 consolidated net income of $194,000 ($0.15
basic and diluted earnings per share).   The increase in first
quarter consolidated net income was primarily attributable to a
decrease in total other expenses.

     NET INTEREST INCOME.  The Company's consolidated net
interest income prior to provision for credit losses for the
three months ended March 31, 2000 was $2,485,000, compared to
$2,489,000 for the same period in 1999.  The decrease in net
interest income for the three-month period was primarily
attributable to a decline in interest income which more than
offset a decline in interest expense.  Interest expense declined
$62,000 (4.41%) for the three months ended March 31, 2000
compared to the same period in 1999. The decline in interest
expense was principally the result of decline in
interest-bearing deposits.  Interest income declined $66,000
(1.69%) for the three months ended March 31, 2000 compared
to the same period in 1999.  The decline in interest income was
attributable to a reduction in securities holdings.  Interest
income on loans increased $226,000 or 7.81% as the loan
portfolio continued to grow.  The tax-equivalent net interest
margin for the three months ended March 31, 2000 was 5.05%
compared to 5.05% for the three months ended March 31, 1999.

     PROVISION FOR CREDIT LOSSES.  The Company made no provision
for credit losses during the three months ended March 31, 2000
and 1999.  As of March 31, 2000, the allowance for credit losses
equaled 275.89% of non-accrual and past due loans compared to
276.97% at December 31, 1999.  During the three months ended
March 31, 2000, the Company recorded net charge-offs of $39,000
compared to $91,000 in net recoveries during the three months
ended March 31, 1999.  On an annualized basis, however,
charge-offs represented only 0.10% of the average loan
portfolio.

     OTHER INCOME.  Other income increased $66,000 (17.65%)
during the three months ended March 31, 2000 compared to the
prior year period. The increase was primarily due to an increase
in interchange fees from the Bank's debit card and ATM charges
to non-customers included in other fees and commissions and a
$59,000 gain recognized on the sale of the Bank's credit card
portfolio which is included in other non-interest income.  These
increases offset a $25,000 decrease in gains on sales of
investment securities.  The Company also recorded increases in
service charges on deposit accounts and other fees and
commissions which the Company attributes to the increases in
deposits and in the loan portfolio between the periods.

     OTHER EXPENSE.  Other expense decreased by $181,000 or
7.05%, for the quarter compared to the same period in 1999. The
decrease was primarily attributable to a $291,000, or 25.66%,
decrease in other expenses which is primarily due to lower legal
and professional fees during the current year.  Included in
other expense for the 1999 period was a $150,000 payment made to
First Mariner Bancorp in January pursuant to a standstill
agreement compared to a $131,378 payment in the current year.
The Company will make three additional payments of $131,378 each
over the next three years, provided First Mariner Bancorp
complies with the standstill agreement.  The decline in other
expense was partially offset by increases in salary and employee
benefits expense and occupancy expense related to the growth of
the Bank.

     INCOME TAXES.  During the three months ended March 31,
2000, the Company recorded income tax expense of $172,000,
compared to a tax expense of $102,000 for the three months ended
March 31, 1999.  The increase in income tax expense reflects the
Company's higher earnings during the most recent period.  The
Company's effective tax rate for the 2000 period was 32%
compared to 34% for the prior year period.

                             9
<PAGE>
<PAGE>
FINANCIAL CONDITION

     The Company's assets increased to $218,986,668 at March 31,
2000 from $213,439,456 at December 31, 1999 primarily due to an
increase in the size of the loan portfolio.  The Bank's net
loans totaled $156,094,238 at March 31, 2000, compared to
$151,106,560 on December 31, 1999, an increase of $4,987,678
(3.3%).  The increase in loans was primarily attributable to an
increase in the indirect loan portfolio.  At March 31, 2000,
indirect loans totaled $56,115,959 compared to $50,966,968 at
December 31, 1999.  The Bank's other loan portfolios have held
steady or declined during the year.

     The Company's total investment securities portfolio
(including both investment securities available for sale and
investment securities held to maturity) totaled $43,680,433 at
March 31, 2000, a $294,062 or 0.67% decrease from $43,974,495 at
December 31, 1999.  The Bank's cash and cash equivalents (cash
due from banks, interest-bearing deposits in other financial
institutions, and federal funds sold), as of March 31, 2000,
totaled $10,356,452, an increase of $1,473,130 (16.58%) from the
December 31, 1999 total of $8,883,322.  The aggregate market
value of investment securities held by the Bank as of March 31,
2000 was $41,975,364 compared to $42,359,004 as of December 31,
1999, a $383,640 (0.9%) decrease.

     Deposits as of March 31, 2000 totaled $201,640,879, an
increase of $7,550,884 (3.89%) for the year to date.  Demand
deposits as of March 31, 2000 totaled $49,088,454 which is an
increase of $3,944,161 (8.74%) from $45,144,293 at December 31,
1999.  NOW accounts as of March 31, 2000 totaled $19,907,007
which is an increase of $1,344,229 (7.24%) from $18,562,778 at
December 31, 1999.  Money market accounts decreased $248,973
(1.41%) for the year to date to total $17,379,692 on March 31,
2000.  Savings deposits increased by $2,581,771, or 6.28%, for
the year to date. Meanwhile, certificates of deposit over
$100,000 totaled $9,243,677 on March 31, 2000, an increase of
$2,898,498 (45.68%) from the December 31, 1999 total of
$6,345,179.  Other time deposits (made up of certificates of
deposit less than $100,000 and individual retirement accounts)
totaled $62,323,502 on March 31, 2000, a $2,968,802 (4.55%)
decrease from December 31, 1999.  The Company attributes the
increase in deposits to the general increase in market rates
during the period which have made deposits more competitive.  In
addition, the Bank promoted 13-month and 25-month certificate
accounts during the period.

      As a result of the growth in deposits, the Company reduced
its short-term borrowings from $2,464,936 at December 31, 1999
to $350,502 at March 31, 2000 by repaying a $2,000,000 advance
from the Federal Home Loan Bank of Atlanta.  The Company's
remaining short-term borrowings consist of amounts payable to
the U.S. Treasury on treasury tax and loan accounts.

                           10
<PAGE>
<PAGE>
     ASSET QUALITY.  The following table sets forth the amount
of the Bank's restructured loans,  non-accrual loans and
accruing loans 90 days or more past due at the dates indicated.

<TABLE>
<CAPTION>

                                                          AT              AT
                                                       MARCH 31,      DECEMBER 31,
                                                          2000            1999
                                                       ---------      ----------
                                                        (DOLLARS IN THOUSANDS)
<S>                                                    <C>              <C>
Restructured loans . . . . . . . . . . . . . .        $   167         $   243
                                                      =======         =======
Non-accrual loans:
   Real estate -- mortgage:
     Residential . . . . . . . . . . . . . . .        $   232         $   237
     Commercial. . . . . . . . . . . . . . . .            135             135
   Real estate -- construction . . . . . . . .            280             280
   Installment . . . . . . . . . . . . . . . .            375             315
   Credit card & related . . . . . . . . . . .              0               0
   Commercial. . . . . . . . . . . . . . . . .             10              45
                                                      -------         -------
       Total nonaccrual loans. . . . . . . . .          1,032           1,012
                                                      -------         -------
Accruing loans past due 90 days or more:
   Real estate -- mortgage:
     Residential . . . . . . . . . . . . . . .             13              43
     Commercial. . . . . . . . . . . . . . . .              0               0
   Real estate -- construction . . . . . . . .              0               0
   Installment . . . . . . . . . . . . . . . .              0               0
   Credit card & related . . . . . . . . . . .              0               0
   Commercial. . . . . . . . . . . . . . . . .              0               0
                                                      -------         -------
       Total accruing loans past due 90
        days or more . . . . . . . . . . . . .             13              43
                                                      -------         -------
       Total non-accrual and past due loans. .        $ 1,045         $ 1,055
                                                      =======         =======
Non-accrual and past due loans to gross loans.           0.66%           0.68%
                                                      =======         =======
Allowance for credit losses to non-accrual
 and past due loans. . . . . . . . . . . . . .         275.89%         276.97%
                                                      =======         =======
</TABLE>

     At March 31, 2000, there were $805,000 in loans outstanding
not reflected in the above table as to which known information
about possible credit problems of borrowers caused management to
have serious doubts as to the ability of such borrowers to
comply with present loan repayment terms.  Such loans consist of
loans which were not 90 days or more past due but where the
borrower is in bankruptcy or has a history of delinquency or the
loan to value ratio is considered excessive due to deterioration
of the collateral or other factors.

     ALLOWANCE FOR CREDIT LOSSES.  The allowance for credit
losses is established through a provision for credit losses
charged to expense.  Loans are charged against the allowance for
credit losses when management believes that the collectibility
of the principal is unlikely.  The allowance, based on
evaluations of the collectibility of loans and prior loan loss
experience, is an amount that management believes will be
adequate to absorb possible losses on existing loans that may
become uncollectible.  The evaluations take into consideration
such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem
loans, and current economic conditions and trends that may
affect the borrowers' ability to pay.

                               11
<PAGE>
<PAGE>
     Transactions in the allowance for credit losses for the
three months ended March 31, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED
                                                             MARCH 31,
                                                      ---------------------
                                                        2000         1999
                                                      --------     --------
                                                     (DOLLARS IN THOUSANDS)
<S>                                                  <C>           <C>
Beginning balance. . . . . . . . . . . . . .          $  2,922     $  2,841
                                                      --------     --------
Charge-offs. . . . . . . . . . . . . . . . .              (203)         (18)
Recoveries . . . . . . . . . . . . . . . . .               164          109
                                                      --------     --------
Net charge-offs. . . . . . . . . . . . . . .               (39)          91
Provisions charged to operations . . . . . .                 0            0
                                                      --------     --------
Ending balance . . . . . . . . . . . . . . .          $  2,883     $  2,932
                                                      ========     ========

Average loans. . . . . . . . . . . . . . . .          $154,428     $133,035
Net charge-offs to average loans
 (annualized). . . . . . . . . . . . . . . .              0.10%       (0.27)%
</TABLE>

     During the three months ended March 31, 2000, the Company
had a net charge-off of $39,000 compared to a net recovery of
$91,000 during the comparable period in 1999.  Despite the
increase, annualized charge-offs represented only 0.10% of the
average loan portfolio.  The Company attributes the continued
low level of charge-off activity to improved asset quality as
the Company has reduced nonperforming assets both in dollar
volume and as a percentage of the loan portfolio.

LIQUIDITY AND CAPITAL RESOURCES

     The Company currently has no business other than that of
the Bank and does not currently have any material funding
commitments.  The Company's principal sources of liquidity are
cash on hand and dividends received from the Bank.  The Bank is
subject to various regulatory restrictions on the payment of
dividends.

     The Bank's principal sources of funds for investments and
operations are net income, deposits from its primary market
area, principal and interest payments on loans, interest
received on investment securities and proceeds from maturing
investment securities.  Its principal funding commitments are
for the origination or purchase of loans and the payment of
maturing deposits.  Deposits are considered a primary source of
funds supporting the Bank's lending and investment activities.

     The Bank's most liquid assets are cash and cash
equivalents, which are cash on hand, amounts due from financial
institutions, federal funds sold, certificates of deposit with
other financial institutions that have an original maturity of
three months or less and money market mutual funds.  The levels
of such assets are dependent on the Bank's operating financing
and investment activities at any given time.  The variations in
levels of cash and cash equivalents are influenced by deposit
flows and anticipated future deposit flows.  The Bank's cash and
cash equivalents (cash due from banks, interest-bearing deposits
in other financial institutions, and federal funds sold), as of
March 31, 2000, totaled $10,356,000, an increase of $1,473,000
(16.58%) from the December 31, 1999 total of $8,883,000.

     The Bank may draw on a $25.5 million line of credit from
the Federal Home Loan Bank of Atlanta.  Borrowings under the
line are secured by a lien on the Bank's residential mortgage
loans.  As of March 31, 2000, however, no amounts were
outstanding under this line.  The Bank also has a secured $5.0
million of credit  from another commercial bank on which no
amounts were outstanding on March 31, 2000.

     The Company's stockholders' equity increased $291,000 or
1.97%, during the three months ended March 31, 2000, as earnings
offset decreases in the equity account attributable to dividends
accrued and increase in accumulated other comprehensive loss.
Accumulated other comprehensive loss increased $32,000 to
$185,000 at March 31, 2000

                                  12
<PAGE>
<PAGE>
from $153,000 at December 31, 1999 as a result of unrealized
holding losses arising during the period due to increases in
interest rates.  Retained earnings increased by $229,000 as the
result of earnings during the quarter partially offset by
dividends accrued.  In addition, $64,460 was transferred to
stockholders' equity in consideration for shares to be issued
under the Company's dividend reinvestment plan in lieu of cash
dividends.

     The Federal Reserve Board and the FDIC have established
guidelines with respect to the maintenance of appropriate levels
of capital by bank holding companies and state non-member banks,
respectively.  The regulations impose two sets of capital
adequacy requirements: minimum leverage rules, which require
bank holding companies and banks to maintain a specified minimum
ratio of capital to total assets, and risk-based capital rules,
which require the maintenance of specified minimum ratios of
capital to "risk-weighted" assets.  At March 31, 2000, the Bank
was in full compliance with these guidelines with a Tier 1
leverage ratio of 6.84%, a Tier 1 risk-based capital ratio of
8.90% and a total risk-based capital ratio of 10.16%

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK

     Not applicable.

                                   13
<PAGE>
<PAGE>
              PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)   EXHIBITS.  The following exhibits are filed with this
           --------   report.


           27   Financial Data Schedule (EDGAR Only).

     (b)   REPORTS ON FORM 8-K.  None.
           -------------------

                                14



<PAGE>
<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.


                           GLEN BURNIE BANCORP
                           -------------------
                              (Registrant)


Date:  May 12, 2000        By: /s/ John E. Porter
                               --------------------------------
                               John E. Porter
                               Chief Financial Officer
                               (Duly Authorized Representative
                               and Principal Financial Officer)

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted
from the Condensed Consolidated Financial Statements of Glen
Burnie Bancorp and its subsidiaries for the three months ending
March 31, 2000 and is qualified in its entirety by reference to
such financial statements.  Dollars are in thousands except per
share amounts.
<MULTIPLIER>  1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       7,347
<INT-BEARING-DEPOSITS>                          28
<FED-FUNDS-SOLD>                             2,981
<TRADING-ASSETS>                                 0
<INVESTMENTS-HELD-FOR-SALE>                 15,493
<INVESTMENTS-CARRYING>                      28,187
<INVESTMENTS-MARKET>                        26,482
<LOANS>                                    158,978
<ALLOWANCE>                                  2,883
<TOTAL-ASSETS>                             218,986
<DEPOSITS>                                 201,641
<SHORT-TERM>                                   351
<LIABILITIES-OTHER>                          1,601
<LONG-TERM>                                      0
                            0
                                      0
<COMMON>                                     1,099
<OTHER-SE>                                  14,294
<TOTAL-LIABILITIES-AND-EQUITY>             218,986
<INTEREST-LOAN>                              3,118
<INTEREST-INVEST>                              676
<INTEREST-OTHER>                                35
<INTEREST-TOTAL>                             3,829
<INTEREST-DEPOSIT>                           1,319
<INTEREST-EXPENSE>                           1,344
<INTEREST-INCOME-NET>                        2,485
<LOAN-LOSSES>                                    0
<SECURITIES-GAINS>                               0
<EXPENSE-OTHER>                                843
<INCOME-PRETAX>                                539
<INCOME-PRE-EXTRAORDINARY>                     539
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                   367
<EPS-BASIC>                                 0.29
<EPS-DILUTED>                                 0.29
<YIELD-ACTUAL>                                5.05
<LOANS-NON>                                  1,032
<LOANS-PAST>                                    13
<LOANS-TROUBLED>                               167
<LOANS-PROBLEM>                                805
<ALLOWANCE-OPEN>                             2,922
<CHARGE-OFFS>                                  203
<RECOVERIES>                                   164
<ALLOWANCE-CLOSE>                            2,883
<ALLOWANCE-DOMESTIC>                         2,481
<ALLOWANCE-FOREIGN>                              0
<ALLOWANCE-UNALLOCATED>                        402


</TABLE>


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