As filed with the Securities and Exchange Commission on March 11, 1999

                                                   Registration No. 333-
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933


                         WYMAN PARK BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                  (State or other jurisdiction of incorporation
                                or organization)

                   11 West Ridgely Road, Lutherville, Maryland
                    (Address of principal executive offices)
                                   52-2068893
                      (I.R.S. Employer Identification No.)


                                      21093
                                   (Zip Code)
                         WYMAN PARK BANCORPORATION, INC.
                         RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)


<TABLE>

                                  CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================
                                         Proposed maximum    Proposed maximum
Title of securities    Amount to be       offering price         aggregate           Amount of
 to be registered      registered(1)         per share        offering price     registration fee
--------------------  ---------------    -----------------  ------------------  --------------------
<S>                    <C>                <C>                <C>                 <C>

Common Stock, par      40,468 shares                (2)         $446,667(2)           $125(2)
value $.01 per share

=================== =================== =================== =================== ===================
</TABLE>
-------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration fee. Of the 40,468 shares being registered
         hereby, (i) 34,394 shares were awarded on January 20, 1999 ($378,334 in
         the aggregate based on the average of the high and low prices per share
         of the common stock of Wyman Park  Bancorporation,  Inc. as reported on
         the OTC  Electronic  Bulletin  Board of $11 on such  date) and (ii) the
         remaining  6,074  shares  which have not been awarded to date are being
         registered  based upon the average of the high and low prices per share
         of the  common  stock of Wyman  Park  Bancorporation,  Inc.  on the OTC
         Electronic Bulletin Board of $11.25 per share on March 9, 1999 ($68,333
         in the aggregate).





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Wyman Park Bancorporation, Inc.
Recognition  and  Retention  Plan (the "Plan") as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.       Incorporation of Certain Documents by Reference.

        The following  documents  previously or concurrently filed by Wyman Park
Bancorporation, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:

(a)     The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
        June 30, 1998 (File No.  0-23345)  filed  pursuant to the Securities and
        Exchange Act of 1934, as amended (the "Exchange Act");

(b)     all  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
        Securities  and Exchange Act of 1934,  as amended (the  "Exchange  Act")
        since the end of the fiscal year covered by audited financial statements
        contained in the prospectus referred to in Item 3(a) above; and

(c)     the  description of the common stock,  par value $.01 per share,  of the
        Registrant contained in the Registrant's  Registration Statement on Form
        8A (File No. 0-23345) filed with the Commission on November 10, 1997 and
        all amendments thereto or reports filed for the purpose of updating such
        description.

        All documents  subsequently  filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

        The  Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Wyman Park Bancorporation,  Inc., 11 West Ridgely Road, Lutherville,
Maryland 21093, telephone number (410) 252-6450.

        All  information  appearing  in  this  Registration  Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.


                                      II-1

<PAGE>



Item 4.       Description of Securities.

        Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

        Not Applicable.

Item 6.       Indemnification of Directors and Officers.

        The Certificate of  Incorporation of the Holding Company provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

        The Certificate of Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

        In addition,  the  Certificate  of  Incorporation  and Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.

Item 7.       Exemption from Registration Claimed.

        Not Applicable.

Item 8.       Exhibits.

        See the Index to Exhibits to this Registration Statement.


                                      II-2

<PAGE>



Item 9.       Undertakings.

(a)  The undersigned Registrant hereby undertakes:

        (1)   To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement to
              include  any  material  information  with  respect  to the plan of
              distribution   not  previously   disclosed  in  the   registration
              statement  or any  material  change  to  such  information  in the
              registration statement.

        (2)   That,  for the  purpose of  determining  any  liability  under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new  registration  statement  relating  to the  securities
              offered therein,  and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act each  filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act and each filing of the employee  benefit  plan's  annual
     report  pursuant to Section 15(d) of the Exchange Act that is  incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-3

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the  requirements  for filing on Form S-8 and the  Registrant has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized in the City of  Lutherville,  State of
Maryland, on March 9, 1999.

                                  WYMAN PARK BANCORPORATION, INC.




                                  By: /s/ Ernest A. Moretti
                                      --------------------------------------
                                      Ernest A. Moretti, Director, President
                                        and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Ernest  A.  Moretti,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date as indicated.



By: /s/ Ernest A. Moretti                   By:/s/ Ronald W. Robinson
    --------------------------------------     -------------------------------
    Ernest A. Moretti, Director, President     Ronald W. Robinson,
     and Chief Executive Officer              Chief Financial Officer
    (Principal Executive and Operating       (Chief Financial and Accounting
     Officer)                                 Officer)

Date: March 9, 1999                        Date: March 9, 1999
     --------------------------                  ------------------------



By: /s/ Allan B. Heaver                     By:
   --------------------------------------       -----------------------------
   Allan B. Heaver, Chairman of the             H. Douglas Huether, Director
     Board


Date: March 9, 1999                          Date:
     ---------------------------                   -----------------------



                                      II-4

<PAGE>





By:  /s/ John K. White                  By:  /s/ John R. Beever
     ---------------------------            -----------------------------------
     John K. White, Director                John R. Beever, Director


Date: March 9, 1999                   Date: March 9, 1999
     -----------------                      --------------------


By:                                     By:
     ---------------------------            -----------------------------------
      Albert M. Copp, Director              Gilbert D. Marsiglia, Sr., Director

Date:                                   Date:
     -----------------                        ------------------


By:  /s/ Jay H. Salkin                  By:
     ---------------------------            -----------------------------------
       Jay H. Salkin, Director              G. Scott Barhight, Director

Date: March 9, 1999                     Date:
     -------------------                       -----------------


                                      II-5

<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

                                                                   Reference to Prior Filing or
                                                                          Page Number in
   Exhibit                                                                 Sequentially
   Number                                                              Numbered Registration
                                                                             Statement
--------------                                                        -----------------------
<S>            <C>                                                    <C>


      4        Instruments Defining the Rights of Security
               Holders,
               Including Indentures:

                   Certificate of Incorporation of Wyman Park                    *
                   Bancorporation, Inc.

                   Bylaws of Wyman Park Bancorporation, Inc.                     *

                   Form of Stock Certificate of Wyman Park                       *
                   Bancorporation, Inc.

      5        Opinion of Silver, Freedman & Taff, L.L.P.                    Exhibit 5

     23        Consent of Anderson Associates, LLP                         Exhibit 23.1

               Consent of Wooden & Benson, Chartered                       Exhibit 23.2

               Consent of Silver, Freedman & Taff, L.L.P.              Included in Exhibit 5

     24        Power of Attorney                                      Contained on signature
                                                                               page.

</TABLE>

------------------------

*        Filed as exhibits to the  Registrant's  Registration  Statement on Form
         SB-2 (File No. 333- 36119) filed with the  Commission  on September 22,
         1997 and all  amendments  thereto or reports  filed for the  purpose of
         updating such  description.  All of such previously filed documents are
         hereby  incorporated herein by reference in accordance with Item 601 of
         Regulation S-B.

                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20199}]
{"company-data": {"conformed-name": "WYMAN PARK BANCORPORATION INC", "cik": "0001046354", "assigned-sic": "6035", "irs-number": "522068893", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74235", "film-number": "99563215"}, "business-address": {"street1": "11 WEST RIDGELY RD", "city": "LUTHERVILLE", "state": "MD", "zip": "21094", "phone": "4102526450"}, "mail-address": {"street1": "11 WEST RIDGELY RD", "city": "LUTHERVILLE", "state": "MD", "zip": "21094"}}
As filed with the Securities and Exchange Commission on March 11, 1999

                                                   Registration No. 333-
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             REGISTRATION STATEMENT
                                   ON FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

                         WYMAN PARK BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                  (State or other jurisdiction of incorporation
                                or organization)

                   11 West Ridgely Road, Lutherville, Maryland
                    (Address of principal executive offices)
                                   52-2068893
                      (I.R.S. Employer Identification No.)

                                      21093
                                   (Zip Code)
                         WYMAN PARK BANCORPORATION, INC.
                         RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                                  CALCULATION OF REGISTRATION FEE
====================================================================================================
                                         Proposed maximum    Proposed maximum
Title of securities    Amount to be       offering price         aggregate           Amount of
 to be registered      registered(1)         per share        offering price     registration fee
--------------------  ---------------    -----------------  ------------------  --------------------
Common Stock, par      40,468 shares                (2)         $446,667(2)           $125(2)
value $.01 per share

=================== =================== =================== =================== ===================
-------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration fee. Of the 40,468 shares being registered
         hereby, (i) 34,394 shares were awarded on January 20, 1999 ($378,334 in
         the aggregate based on the average of the high and low prices per share
         of the common stock of Wyman Park  Bancorporation,  Inc. as reported on
         the OTC  Electronic  Bulletin  Board of $11 on such  date) and (ii) the
         remaining  6,074  shares  which have not been awarded to date are being
         registered  based upon the average of the high and low prices per share
         of the  common  stock of Wyman  Park  Bancorporation,  Inc.  on the OTC
         Electronic Bulletin Board of $11.25 per share on March 9, 1999 ($68,333
         in the aggregate).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Wyman Park Bancorporation, Inc.
Recognition  and  Retention  Plan (the "Plan") as  specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.       Incorporation of Certain Documents by Reference.

        The following  documents  previously or concurrently filed by Wyman Park
Bancorporation, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:

(a)     The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
        June 30, 1998 (File No.  0-23345)  filed  pursuant to the Securities and
        Exchange Act of 1934, as amended (the "Exchange Act");

(b)     all  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
        Securities  and Exchange Act of 1934,  as amended (the  "Exchange  Act")
        since the end of the fiscal year covered by audited financial statements
        contained in the prospectus referred to in Item 3(a) above; and

(c)     the  description of the common stock,  par value $.01 per share,  of the
        Registrant contained in the Registrant's  Registration Statement on Form
        8A (File No. 0-23345) filed with the Commission on November 10, 1997 and
        all amendments thereto or reports filed for the purpose of updating such
        description.

        All documents  subsequently  filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

        The  Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Wyman Park Bancorporation,  Inc., 11 West Ridgely Road, Lutherville,
Maryland 21093, telephone number (410) 252-6450.

        All  information  appearing  in  this  Registration  Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1
Item 4.       Description of Securities.

        Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

        Not Applicable.

Item 6.       Indemnification of Directors and Officers.

        The Certificate of  Incorporation of the Holding Company provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

        The Certificate of Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

        In addition,  the  Certificate  of  Incorporation  and Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.

Item 7.       Exemption from Registration Claimed.

        Not Applicable.

Item 8.       Exhibits.

        See the Index to Exhibits to this Registration Statement.

                                      II-2
Item 9.       Undertakings.

(a)  The undersigned Registrant hereby undertakes:

        (1)   To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement to
              include  any  material  information  with  respect  to the plan of
              distribution   not  previously   disclosed  in  the   registration
              statement  or any  material  change  to  such  information  in the
              registration statement.

        (2)   That,  for the  purpose of  determining  any  liability  under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new  registration  statement  relating  to the  securities
              offered therein,  and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act each  filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act and each filing of the employee  benefit  plan's  annual
     report  pursuant to Section 15(d) of the Exchange Act that is  incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-3
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the  requirements  for filing on Form S-8 and the  Registrant has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized in the City of  Lutherville,  State of
Maryland, on March 9, 1999.

                                  WYMAN PARK BANCORPORATION, INC.

                                  By: /s/ Ernest A. Moretti
                                      --------------------------------------
                                      Ernest A. Moretti, Director, President
                                        and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Ernest  A.  Moretti,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date as indicated.

By: /s/ Ernest A. Moretti                   By:/s/ Ronald W. Robinson
    --------------------------------------     -------------------------------
    Ernest A. Moretti, Director, President     Ronald W. Robinson,
     and Chief Executive Officer              Chief Financial Officer
    (Principal Executive and Operating       (Chief Financial and Accounting
     Officer)                                 Officer)

Date: March 9, 1999                        Date: March 9, 1999
     --------------------------                  ------------------------

By: /s/ Allan B. Heaver                     By:
   --------------------------------------       -----------------------------
   Allan B. Heaver, Chairman of the             H. Douglas Huether, Director
     Board

Date: March 9, 1999                          Date:
     ---------------------------                   -----------------------

                                      II-4
By:  /s/ John K. White                  By:  /s/ John R. Beever
     ---------------------------            -----------------------------------
     John K. White, Director                John R. Beever, Director

Date: March 9, 1999                   Date: March 9, 1999
     -----------------                      --------------------

By:                                     By:
     ---------------------------            -----------------------------------
      Albert M. Copp, Director              Gilbert D. Marsiglia, Sr., Director

Date:                                   Date:
     -----------------                        ------------------

By:  /s/ Jay H. Salkin                  By:
     ---------------------------            -----------------------------------
       Jay H. Salkin, Director              G. Scott Barhight, Director

Date: March 9, 1999                     Date:
     -------------------                       -----------------

                                      II-5
EXHIBIT INDEX
Reference to Prior Filing or
                                                                          Page Number in
   Exhibit                                                                 Sequentially
   Number                                                              Numbered Registration
                                                                             Statement
--------------                                                        -----------------------
4        Instruments Defining the Rights of Security
               Holders,
               Including Indentures:

                   Certificate of Incorporation of Wyman Park                    *
                   Bancorporation, Inc.

                   Bylaws of Wyman Park Bancorporation, Inc.                     *

                   Form of Stock Certificate of Wyman Park                       *
                   Bancorporation, Inc.

      5        Opinion of Silver, Freedman & Taff, L.L.P.                    Exhibit 5

     23        Consent of Anderson Associates, LLP                         Exhibit 23.1

               Consent of Wooden & Benson, Chartered                       Exhibit 23.2

               Consent of Silver, Freedman & Taff, L.L.P.              Included in Exhibit 5

     24        Power of Attorney                                      Contained on signature
                                                                               page.
------------------------

*        Filed as exhibits to the  Registrant's  Registration  Statement on Form
         SB-2 (File No. 333- 36119) filed with the  Commission  on September 22,
         1997 and all  amendments  thereto or reports  filed for the  purpose of
         updating such  description.  All of such previously filed documents are
         hereby  incorporated herein by reference in accordance with Item 601 of
         Regulation S-B.

                                      II-6