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): September 28, 1999


                                COLUMBIA BANCORP
               (Exact Name of Registrant as Specified in Charter)





         Maryland                      0-23402                    52-1545782
       (State or Other          (Commission File Number)        (IRS Employer
Jurisdiction of Incorporation)                               Identification No.)



             10480 Little Patuxent Parkway, Columbia, Maryland 21044
                  (Address of Principal Executive Offices) (ZIP Code)





        Registrant's telephone number, including area code (410) 465-4800



          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>


Item 5.       Other Events.

     On September 28, 1999, Columbia Bancorp ("Columbia Bancorp") entered into a
Plan and Agreement to Merge (the "Agreement") with Suburban Bancshares,  Inc., a
Delaware  corporation  ("Suburban  Bancshares"),  which  provides  for  Suburban
Bancshares  to  merge  with  and  into  Columbia  Bancorp  (the  "Merger")  in a
pooling-of-interests  transaction.  Upon completion of the Merger, Suburban Bank
of Maryland, a wholly-owned  subsidiary of Suburban Bancshares,  will merge into
The Columbia  Bank, a  wholly-owned  subsidiary  of Columbia  Bancorp,  with The
Columbia Bank the surviving entity.  The Merger is conditioned upon, among other
things,  the  approvals  of  stockholders  of  Columbia  Bancorp and of Suburban
Bancshares and receipt of certain bank  regulatory  approvals.  The Agreement is
filed herewith as Exhibit 2.1 and is incorporated herein by reference.

     Under the Agreement,  each of the issued and outstanding shares of Suburban
Bancshares common stock will be converted into shares of Columbia Bancorp common
stock. In addition,  all Suburban Bancshares stock options will be exchanged for
options to purchase shares of Columbia Bancorp common stock.

     The actual number of shares of Columbia  Bancorp  common stock to be issued
in the Merger to the holders of Suburban  Bancshares  common stock will be based
on the  number  of  shares  of  Suburban  Bancshares  common  stock  outstanding
immediately  prior to the effective  date  multiplied  by a conversion  ratio of
0.2196.  The conversion  ratio may be increased to the extent necessary to cause
the average market value of shares of Columbia Bancorp common stock received for
each share of Suburban  Bancshares  common stock to be $3.00 per share,  however
the conversion ratio may not be increased above 0.2338.

     In connection  with the  execution of the  Agreement,  Suburban  Bancshares
granted to Columbia Bancorp an option (the "Suburban  Option") to purchase up to
2,807,668  shares of Suburban  Bancshares  common stock at an exercise  price of
$2.313  per share  upon the  occurrence  of certain  events,  including  but not
limited to a change in control of Suburban  Bancshares or the  acquisition  by a
third party of 15% of the voting  power of  Suburban  Bancshares  common  stock,
prior to the effective  date of the Merger or the  termination of the Agreement.
In addition,  Columbia  Bancorp  granted to Suburban  Bancshares  an option (the
"Columbia  Option") to purchase up to 497,140 shares of Columbia  Bancorp common
stock at an exercise  price of $13.063 per share upon the  occurrence of certain
events,  including but not limited to a change in control of Columbia Bancorp or
the acquisition by a third party of 15% of the voting power of Columbia  Bancorp
common stock,  prior to the effective  date of the Merger or the  termination of
the Agreement.

     The foregoing  descriptions  of the Agreement,  the Suburban Option and the
Columbia Option, and the transactions contemplated thereby, do not purport to be
complete  and are  qualified in their  entirety by  reference to the  Agreement,
attached as an exhibit hereto,  and the Suburban Option and the Columbia Option,
attached as  appendices to the  Agreement  and filed  herewith.  A press release

                                       2

<PAGE>

issued by the Company on  September  28, 1999  announcing  the  execution of the
Agreement is also attached hereto as Exhibit 99.1 and  incorporated by reference
herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (a) and (b) Not Applicable

          (c) Exhibits. The following exhibits are filed with this report:

          2.1 Plan and Agreement to Merge,  dated September 28, 1999,  among
          Columbia Bancorp and Suburban Bancshares, Inc.

          3.3  Amended  and  Restated  By-Laws of  Columbia  Bancorp,  restated
          as of September 27, 1999.

          99.1 Press  Release, dated  September 28, 1999  of Columbia  Bancorp,
          filed herewith.

                                       3
<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.

                                       COLUMBIA BANCORP



                                       By: /s/ John Scaldara
                                              ------------------------------
                                               John Scaldara
                                               Executive Vice President
                                               and Chief Financial Officer


Date:September 29, 1999

                                       4
<PAGE>


                                  EXHIBIT INDEX


Exhibit  Description                                                    Page No.

2.1      Plan and Agreement to Merge, dated September 28, 1999,
         among Columbia Bancorp and Suburban Bancshares, Inc.

3.3      Amended and Restated By-Laws of Columbia Bancorp, restated
         as of September 27, 1999.

99.1     Press Release, dated September 28, 1999 of Columbia Bancorp.


                                       5
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{"company-data": {"conformed-name": "COLUMBIA BANCORP", "cik": "0000834105", "assigned-sic": "6022", "irs-number": "521545782", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24302", "film-number": "99722550"}, "business-address": {"street1": "10480 LITTLE PATUXENT PKWY", "street2": "PARK VIEW BUILDING", "city": "COLUMBIA", "state": "MD", "zip": "21044", "phone": "3017305000"}, "mail-address": {"street2": "10480 LITTLE PATUXENT PARKWAY", "city": "COLUMCOLUMBIA", "state": "MD", "zip": "21044"}}
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): September 28, 1999

                                COLUMBIA BANCORP
               (Exact Name of Registrant as Specified in Charter)

         Maryland                      0-23402                    52-1545782
       (State or Other          (Commission File Number)        (IRS Employer
Jurisdiction of Incorporation)                               Identification No.)

             10480 Little Patuxent Parkway, Columbia, Maryland 21044
                  (Address of Principal Executive Offices) (ZIP Code)

        Registrant's telephone number, including area code (410) 465-4800

          (Former Name or Former Address, if Changed Since Last Report)
Item 5.       Other Events.

     On September 28, 1999, Columbia Bancorp ("Columbia Bancorp") entered into a
Plan and Agreement to Merge (the "Agreement") with Suburban Bancshares,  Inc., a
Delaware  corporation  ("Suburban  Bancshares"),  which  provides  for  Suburban
Bancshares  to  merge  with  and  into  Columbia  Bancorp  (the  "Merger")  in a
pooling-of-interests  transaction.  Upon completion of the Merger, Suburban Bank
of Maryland, a wholly-owned  subsidiary of Suburban Bancshares,  will merge into
The Columbia  Bank, a  wholly-owned  subsidiary  of Columbia  Bancorp,  with The
Columbia Bank the surviving entity.  The Merger is conditioned upon, among other
things,  the  approvals  of  stockholders  of  Columbia  Bancorp and of Suburban
Bancshares and receipt of certain bank  regulatory  approvals.  The Agreement is
filed herewith as Exhibit 2.1 and is incorporated herein by reference.

     Under the Agreement,  each of the issued and outstanding shares of Suburban
Bancshares common stock will be converted into shares of Columbia Bancorp common
stock. In addition,  all Suburban Bancshares stock options will be exchanged for
options to purchase shares of Columbia Bancorp common stock.

     The actual number of shares of Columbia  Bancorp  common stock to be issued
in the Merger to the holders of Suburban  Bancshares  common stock will be based
on the  number  of  shares  of  Suburban  Bancshares  common  stock  outstanding
immediately  prior to the effective  date  multiplied  by a conversion  ratio of
0.2196.  The conversion  ratio may be increased to the extent necessary to cause
the average market value of shares of Columbia Bancorp common stock received for
each share of Suburban  Bancshares  common stock to be $3.00 per share,  however
the conversion ratio may not be increased above 0.2338.

     In connection  with the  execution of the  Agreement,  Suburban  Bancshares
granted to Columbia Bancorp an option (the "Suburban  Option") to purchase up to
2,807,668  shares of Suburban  Bancshares  common stock at an exercise  price of
$2.313  per share  upon the  occurrence  of certain  events,  including  but not
limited to a change in control of Suburban  Bancshares or the  acquisition  by a
third party of 15% of the voting  power of  Suburban  Bancshares  common  stock,
prior to the effective  date of the Merger or the  termination of the Agreement.
In addition,  Columbia  Bancorp  granted to Suburban  Bancshares  an option (the
"Columbia  Option") to purchase up to 497,140 shares of Columbia  Bancorp common
stock at an exercise  price of $13.063 per share upon the  occurrence of certain
events,  including but not limited to a change in control of Columbia Bancorp or
the acquisition by a third party of 15% of the voting power of Columbia  Bancorp
common stock,  prior to the effective  date of the Merger or the  termination of
the Agreement.

     The foregoing  descriptions  of the Agreement,  the Suburban Option and the
Columbia Option, and the transactions contemplated thereby, do not purport to be
complete  and are  qualified in their  entirety by  reference to the  Agreement,
attached as an exhibit hereto,  and the Suburban Option and the Columbia Option,
attached as  appendices to the  Agreement  and filed  herewith.  A press release

                                       2
issued by the Company on  September  28, 1999  announcing  the  execution of the
Agreement is also attached hereto as Exhibit 99.1 and  incorporated by reference
herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (a) and (b) Not Applicable

          (c) Exhibits. The following exhibits are filed with this report:

          2.1 Plan and Agreement to Merge,  dated September 28, 1999,  among
          Columbia Bancorp and Suburban Bancshares, Inc.

          3.3  Amended  and  Restated  By-Laws of  Columbia  Bancorp,  restated
          as of September 27, 1999.

          99.1 Press  Release, dated  September 28, 1999  of Columbia  Bancorp,
          filed herewith.

                                       3
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.

                                       COLUMBIA BANCORP

                                       By: /s/ John Scaldara
                                              ------------------------------
                                               John Scaldara
                                               Executive Vice President
                                               and Chief Financial Officer

Date:September 29, 1999

                                       4
EXHIBIT INDEX

Exhibit  Description                                                    Page No.

2.1      Plan and Agreement to Merge, dated September 28, 1999,
         among Columbia Bancorp and Suburban Bancshares, Inc.

3.3      Amended and Restated By-Laws of Columbia Bancorp, restated
         as of September 27, 1999.

99.1     Press Release, dated September 28, 1999 of Columbia Bancorp.

                                       5