<PAGE>
 
    As filed with the Securities and Exchange Commission on October 11, 1996
                                            Registration No. 333-_______________
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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


                            PATAPSCO BANCORP, INC.
           --------------------------------------------------------
            (Exact name of Registrant as Specified in Its Charter)

                       Maryland                     52-1951797
           --------------------------------    --------------------
           (State or other jurisdiction of      (I.R.S. Employer
           incorporation or organization)      Identification No.)

                            1301 Merritt Boulevard
                         Dundalk, Maryland 21222-2194
     ---------------------------------------------------------------------
                   (Address of Principal Executive Offices)

                            Patapsco Bancorp, Inc.
                          Management Recognition Plan

                            Patapsco Bancorp, Inc.
                     1996 Stock Option and Incentive Plan
               -------------------------------------------------
                           (Full Title of the Plan)

                          Gary R. Bronstein, Esquire
                            J. Mark Poerio, Esquire
                      Housley Kantarian & Bronstein, P.C.
                       1220 19th Street N.W., Suite 700
                            Washington, D.C.  20036
     ---------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (202) 822-9611
    -----------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE
=================================================================================================
     Title of                       Proposed Maximum    Proposed Maximum     Amount of
    Securities      Amount to be     Offering Price    Aggregate Offering   Registration
 to be Registered    Registered        Per Share             Price             Fee
-------------------------------------------------------------------------------------------------
<S>                 <C>             <C>                <C>                  <C>
Common Stock,
$0.01 par value        50,757 (1)        $(2)          $1,395,817.50 (2)    $ 481.32
=================================================================================================
</TABLE>

(1)  Maximum number of shares issuable under Patapsco Bancorp, Inc. Management
     Recognition Plan (14,502 shares) and Patapsco Bancorp, Inc. 1996 Stock
     Option and Incentive Plan (36,255 shares), as such amounts may be increased
     in accordance with said plans in the event of a merger, consolidation,
     recapitalization or similar event involving the Registrant.

(2)  Under Rule 457(h) the registration fee for shares to be issued upon the
     exercise of options may be calculated, inter alia, based upon the price at
                                            ----- ----
     which the options may be exercised. 50,757 shares are being registered
     hereby, of which 36,255 are under option at a weighted average exercise
     price of $27.50 per share ($997,012.50 in the aggregate). The remainder of 
     such shares, which are not presently subject to option (14,502 shares), are
     being registered based upon the average of the bid and asked price of the
     common stock of the Registrant as reported on the National Quotation Bureau
     "Pink Sheets" on October 9, 1996 of $27.50 per share ($398,805.00 in the
     aggregate). Therefore, the total amount of the offering being registered
     herein is $1,395,817.50.
<PAGE>
 
                                    PART I

                      INFORMATION REQUIRED IN THE SECTION
                               10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION*
------                    

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------                                                               

     *Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Patapsco
Bancorp, Inc. Management Recognition Plan and 1996 Stock Option and Incentive
Plan (together, the "Plans") in accordance with Rule 428(b)(1). In accordance
with Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------                                                  

     Patapsco Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in this Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, as filed with the Commission on September 27, 1996 (Commission
File No. 0-28032).

     (b)  The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A as declared effective by the Commission on
March 29, 1996.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE
FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES
------                            

          Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
------                                         

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
------                                                           

          Article XVII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
indemnified against liability which they may incur in their capacities as
follows:

                                 ARTICLE XVII
                                INDEMNIFICATION

               A.   The Corporation shall indemnify, to the fullest extent
     permissible under the Maryland General Corporation Law, any individual who
     is or was a director, officer, employee or agent of the Corporation, and
     any individual who serves or served at the Corporation's request as a
     director, officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan, in any proceeding in which the individual is made a
     party as a result of his service in such capacity.

               B.   (1)  Reasonable expenses incurred by any person identified
     in paragraph A of this Article XVII who is a party to a proceeding will be
     paid or reimbursed by the Corporation in advance of the final disposition
     of the proceeding upon receipt by the Corporation of: (i) a written
     affirmation by such person of his good faith belief that the standard of
     conduct necessary for indemnification by the Corporation as authorized in
     this Article XVII has been met; and (ii) a written undertaking by or on
     behalf of such person to repay the amount if it shall ultimately be
     determined that the standard of conduct has not been met.

                    (2)  The undertaking required by subparagraph (ii) of
     paragraph (1) of this subsection shall be an unlimited general obligation
     of such person but need not be secured and may be accepted without
     reference to financial ability to make the repayment.

               C.   Nonexclusive.  The indemnification and advance payment of
                    ------------                                             
     expenses provided by paragraphs A and B shall not be exclusive of any other
     rights to which a person may be entitled by law, bylaw, agreement, vote of
     stockholders or disinterested directors, or otherwise.

               D.   Continuation.  The indemnification and advancement of
                    ------------                                         
     expenses provided by this Article XVII shall be deemed to be a contract
     between the Corporation and the persons entitled to indemnification
     thereunder, and any repeal or modification of this
<PAGE>
 
     Article XVII shall not affect any rights or obligations then existing with
     respect to any state of facts then or theretofore existing or any action,
     suit or proceeding theretofore or thereafter brought based in whole or in
     part upon any such state of facts. The indemnification and advance payment
     provided by paragraphs A and B shall continue as to a person who has ceased
     to hold a position named in paragraph A and shall inure to his heirs,
     executors and administrators.

               E.   Insurance.  The Corporation shall purchase and maintain 
                    ---------                                              
     insurance on behalf of any person who holds or who has held any position
     named in paragraph A, against any liability incurred by him in any such
     position, or arising out of his status as such, whether or not the
     Corporation would have power to indemnify him against such liability under
     paragraphs A and B.

               F.   Intention and Savings Clause.  It is the intention of this
                    ----------------------------                              
     Article XVII to provide for indemnification to the fullest extent permitted
     by the General Corporation Law of the State of Maryland, and this Article
     XVII shall be interpreted accordingly. If this Article XVII or any portion
     hereof shall be invalidated on any ground by any court of competent
     jurisdiction, then the Corporation shall nevertheless indemnify each
     director, officer, employee, and agent of the Corporation as to costs,
     charges, and expenses (including attorneys' fees), judgments, fines, and
     amounts paid in settlement with respect to any action, suit, or proceeding,
     whether civil, criminal, administrative, or investigative, including an
     action by or in the right of the Corporation, to the full extent permitted
     by any applicable portion of this Article XVII that shall not have been
     invalidated and to the full extent permitted by applicable law. If the
     General Corporation Law of the State of Maryland is amended, or other
     Maryland law is enacted, to permit further or additional indemnification of
     the persons defined in this Article XVII.A, then the indemnification of
     such persons shall be to the fullest extent permitted by the General
     Corporation Law of the State of Maryland, as so amended, or such other
     Maryland law.

               Any repeal or modification of the foregoing paragraph by the
     stockholders of the Corporation shall not adversely affect any right or
     protection of a director of the Corporation existing at the time of such
     repeal or modification.

     In accordance with Section 2-418 of the Maryland General Corporation Law,
directors, officers and employees of the Company generally shall be indemnified
in the defense of a proceeding if they are successful, on the merits or
otherwise, and in other circumstances unless (i) the act or omission was
material to the matter giving rise to the proceeding and either was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit, in money, property or
services; or, (iii) in the case of a criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. Additionally,
a director may not be indemnified with respect to any proceeding by or in the
right of the Company in which the director shall have been adjudged to be liable
to the Company.
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
------                                      

         Not Applicable.

ITEM 8.   EXHIBITS
------           

     For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

ITEM 9.   UNDERTAKINGS
------               

      1.       The undersigned registrant hereby undertakes:

               (a)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement --

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement;

                    (iii)  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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

               (b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.

               (c) 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.

      2.       The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
<PAGE>
 
      3.       The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     4.        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dundalk, State of Maryland, on October 10, 1996.

                                          PATAPSCO BANCORP, INC.


                                      By: /s/ Joseph J. Bouffard
                                          ------------------------------------
                                          Joseph J. Bouffard
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)


                               POWER OF ATTORNEY

       We, the undersigned directors and officers of Patapsco Bancorp, Inc.(the
"Company"), hereby severally constitute and appoint Joseph J. Bouffard our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Joseph J. Bouffard may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Joseph J. Bouffard shall do or cause to
be done by virtue thereof.

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

<TABLE> 
<CAPTION> 
Signatures                                      Title                        Date                    
----------                                      -----                        ----                    
<S>                                         <C>                          <C>                     
                                                                                                 
/s/ Joseph J. Bouffard                      President, Chief Executive   October 10, 1996        
-------------------------------                                                                  
Joseph J. Bouffard                          Officer and Director                                 
                                            (Principal Executive                                 
                                            Officer)                                             
                                                                                                 
/s/ Timothy C. King                         Controller and Treasurer     October 10, 1996        
-------------------------------                                                                  
Timothy C. King                             (Principal Financial and                             
                                            Accounting Officer)                                  
                                                                                                 
                                                                                                 
/s/ S. Robert Kinghorn                      Chairman of the Board        October 10, 1996        
-------------------------------                                                                  
S. Robert Kinghorn                                                                               
                                                                                                 
                                                                                                 
/s/ Joseph N. McGowan                       Vice Chairman of the Board   October 10, 1996        
-------------------------------                                                                  
Joseph N. McGowan                                                                                
                               
                               
/s/ Theodore C. Patterson                   Director and Secretary       October 10, 1996        
-------------------------------
Theodore C. Patterson
</TABLE>    
<PAGE>
 
<TABLE>      
<S>                                         <C>                          <C>                                                      
/s/ Robert M. Lating                        Director                     October 10, 1996        
-------------------------------                                                                  
Robert M. Lating                                                                                 
                                                                                                 
                                                                                                 
/s/ Douglas H. Ludwig                       Director                     October 10, 1996        
-------------------------------                                                                  
Douglas H. Ludwig                                                                                
                                                                                                 
                                                                                                 
/s/ Nicole N. Kantorski                     Director                     October 10, 1996        
-------------------------------                                                                  
Nicole N. Kantorski                                                                              
                                                                                                 
                                                                                                 
/s/ Thomas P. O'Neill                       Director                     October 10, 1996         
-------------------------------                                        
Thomas P. O'Neill
</TABLE> 

 
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION> 
                                                                                      Sequential
Exhibit             Description                                                       Page Number
-------             -----------                                                       -----------
<S>                 <C>                                                               <C> 
     5              Opinion of Housley Kantarian & Bronstein, P.C. as to the
                    validity of the Common Stock being registered

     23.1           Consent of Housley Kantarian & Bronstein, P.C. (appears 
                    in their opinion filed as Exhibit 5)

     23.2           Consent of Independent Certified Public Accountants

     24             Power of Attorney (contained in the signature page to this
                    registration statement).

     99.1           Patapsco Bancorp, Inc. Management Recognition Plan and 
                    associated trust agreement

     99.2           Patapsco Bancorp, Inc. 1996 Stock Option and Incentive Plan 
                    and associated trust agreement

     99.3           Form of Stock Option Agreement to be entered  into with 
                    Optionees with respect to Incentive Stock Options granted 
                    under the Patapsco Bancorp, Inc. 1996 Stock Option and 
                    Incentive Plan

     99.4           Form of Stock Option Agreement to be entered into with 
                    Optionees with respect to Non-Incentive Stock Options granted 
                    under the Patapsco Bancorp, Inc. 1996 Stock Option and 
                    Incentive Plan

     99.5           Form of Agreement to be entered into with Optionees with respect 
                    to Stock Appreciation Rights granted under the Patapsco Bancorp,
                    Inc. 1996 Stock Option and Incentive Plan

     99.6           Notice of MRP Award

     99.7           Memorandum concerning taxation of MRP Awards, and associated 
                    election form
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27317}]
{"company-data": {"conformed-name": "PATAPSCO BANCORP INC", "cik": "0001003961", "assigned-sic": "6035", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13975", "film-number": "96642541"}, "business-address": {"street1": "1301 MERRITT BLVD", "city": "DUNDALK", "state": "MD", "zip": "21222", "phone": "4102851010"}, "mail-address": {"street1": "1301 MERRITT BLVD", "city": "DUNDALK", "state": "MD", "zip": "21222"}}
As filed with the Securities and Exchange Commission on October 11, 1996
                                            Registration No. 333-_______________
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                            PATAPSCO BANCORP, INC.
           --------------------------------------------------------
            (Exact name of Registrant as Specified in Its Charter)

                       Maryland                     52-1951797
           --------------------------------    --------------------
           (State or other jurisdiction of      (I.R.S. Employer
           incorporation or organization)      Identification No.)

                            1301 Merritt Boulevard
                         Dundalk, Maryland 21222-2194
     ---------------------------------------------------------------------
                   (Address of Principal Executive Offices)

                            Patapsco Bancorp, Inc.
                          Management Recognition Plan

                            Patapsco Bancorp, Inc.
                     1996 Stock Option and Incentive Plan
               -------------------------------------------------
                           (Full Title of the Plan)

                          Gary R. Bronstein, Esquire
                            J. Mark Poerio, Esquire
                      Housley Kantarian & Bronstein, P.C.
                       1220 19th Street N.W., Suite 700
                            Washington, D.C.  20036
     ---------------------------------------------------------------------
                    (Name and Address of Agent For Service)

                                (202) 822-9611
    -----------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
     Title of                       Proposed Maximum    Proposed Maximum     Amount of
    Securities      Amount to be     Offering Price    Aggregate Offering   Registration
 to be Registered    Registered        Per Share             Price             Fee
-------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value        50,757 (1)        $(2)          $1,395,817.50 (2)    $ 481.32
=================================================================================================
(1)  Maximum number of shares issuable under Patapsco Bancorp, Inc. Management
     Recognition Plan (14,502 shares) and Patapsco Bancorp, Inc. 1996 Stock
     Option and Incentive Plan (36,255 shares), as such amounts may be increased
     in accordance with said plans in the event of a merger, consolidation,
     recapitalization or similar event involving the Registrant.

(2)  Under Rule 457(h) the registration fee for shares to be issued upon the
     exercise of options may be calculated, inter alia, based upon the price at
                                            ----- ----
     which the options may be exercised. 50,757 shares are being registered
     hereby, of which 36,255 are under option at a weighted average exercise
     price of $27.50 per share ($997,012.50 in the aggregate). The remainder of 
     such shares, which are not presently subject to option (14,502 shares), are
     being registered based upon the average of the bid and asked price of the
     common stock of the Registrant as reported on the National Quotation Bureau
     "Pink Sheets" on October 9, 1996 of $27.50 per share ($398,805.00 in the
     aggregate). Therefore, the total amount of the offering being registered
     herein is $1,395,817.50.
PART I

                      INFORMATION REQUIRED IN THE SECTION
                               10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION*
------                    

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------                                                               

     *Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Patapsco
Bancorp, Inc. Management Recognition Plan and 1996 Stock Option and Incentive
Plan (together, the "Plans") in accordance with Rule 428(b)(1). In accordance
with Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------                                                  

     Patapsco Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in this Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, as filed with the Commission on September 27, 1996 (Commission
File No. 0-28032).

     (b)  The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A as declared effective by the Commission on
March 29, 1996.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE
FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4.   DESCRIPTION OF SECURITIES
------                            

          Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
------                                         

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
------                                                           

          Article XVII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
indemnified against liability which they may incur in their capacities as
follows:

                                 ARTICLE XVII
                                INDEMNIFICATION

               A.   The Corporation shall indemnify, to the fullest extent
     permissible under the Maryland General Corporation Law, any individual who
     is or was a director, officer, employee or agent of the Corporation, and
     any individual who serves or served at the Corporation's request as a
     director, officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan, in any proceeding in which the individual is made a
     party as a result of his service in such capacity.

               B.   (1)  Reasonable expenses incurred by any person identified
     in paragraph A of this Article XVII who is a party to a proceeding will be
     paid or reimbursed by the Corporation in advance of the final disposition
     of the proceeding upon receipt by the Corporation of: (i) a written
     affirmation by such person of his good faith belief that the standard of
     conduct necessary for indemnification by the Corporation as authorized in
     this Article XVII has been met; and (ii) a written undertaking by or on
     behalf of such person to repay the amount if it shall ultimately be
     determined that the standard of conduct has not been met.

                    (2)  The undertaking required by subparagraph (ii) of
     paragraph (1) of this subsection shall be an unlimited general obligation
     of such person but need not be secured and may be accepted without
     reference to financial ability to make the repayment.

               C.   Nonexclusive.  The indemnification and advance payment of
                    ------------                                             
     expenses provided by paragraphs A and B shall not be exclusive of any other
     rights to which a person may be entitled by law, bylaw, agreement, vote of
     stockholders or disinterested directors, or otherwise.

               D.   Continuation.  The indemnification and advancement of
                    ------------                                         
     expenses provided by this Article XVII shall be deemed to be a contract
     between the Corporation and the persons entitled to indemnification
     thereunder, and any repeal or modification of this
Article XVII shall not affect any rights or obligations then existing with
     respect to any state of facts then or theretofore existing or any action,
     suit or proceeding theretofore or thereafter brought based in whole or in
     part upon any such state of facts. The indemnification and advance payment
     provided by paragraphs A and B shall continue as to a person who has ceased
     to hold a position named in paragraph A and shall inure to his heirs,
     executors and administrators.

               E.   Insurance.  The Corporation shall purchase and maintain 
                    ---------                                              
     insurance on behalf of any person who holds or who has held any position
     named in paragraph A, against any liability incurred by him in any such
     position, or arising out of his status as such, whether or not the
     Corporation would have power to indemnify him against such liability under
     paragraphs A and B.

               F.   Intention and Savings Clause.  It is the intention of this
                    ----------------------------                              
     Article XVII to provide for indemnification to the fullest extent permitted
     by the General Corporation Law of the State of Maryland, and this Article
     XVII shall be interpreted accordingly. If this Article XVII or any portion
     hereof shall be invalidated on any ground by any court of competent
     jurisdiction, then the Corporation shall nevertheless indemnify each
     director, officer, employee, and agent of the Corporation as to costs,
     charges, and expenses (including attorneys' fees), judgments, fines, and
     amounts paid in settlement with respect to any action, suit, or proceeding,
     whether civil, criminal, administrative, or investigative, including an
     action by or in the right of the Corporation, to the full extent permitted
     by any applicable portion of this Article XVII that shall not have been
     invalidated and to the full extent permitted by applicable law. If the
     General Corporation Law of the State of Maryland is amended, or other
     Maryland law is enacted, to permit further or additional indemnification of
     the persons defined in this Article XVII.A, then the indemnification of
     such persons shall be to the fullest extent permitted by the General
     Corporation Law of the State of Maryland, as so amended, or such other
     Maryland law.

               Any repeal or modification of the foregoing paragraph by the
     stockholders of the Corporation shall not adversely affect any right or
     protection of a director of the Corporation existing at the time of such
     repeal or modification.

     In accordance with Section 2-418 of the Maryland General Corporation Law,
directors, officers and employees of the Company generally shall be indemnified
in the defense of a proceeding if they are successful, on the merits or
otherwise, and in other circumstances unless (i) the act or omission was
material to the matter giving rise to the proceeding and either was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit, in money, property or
services; or, (iii) in the case of a criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. Additionally,
a director may not be indemnified with respect to any proceeding by or in the
right of the Company in which the director shall have been adjudged to be liable
to the Company.
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
------                                      

         Not Applicable.

ITEM 8.   EXHIBITS
------           

     For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

ITEM 9.   UNDERTAKINGS
------               

      1.       The undersigned registrant hereby undertakes:

               (a)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement --

                    (i)  To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement;

                    (iii)  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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

               (b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.

               (c) 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.

      2.       The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
3.       The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     4.        Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dundalk, State of Maryland, on October 10, 1996.

                                          PATAPSCO BANCORP, INC.

                                      By: /s/ Joseph J. Bouffard
                                          ------------------------------------
                                          Joseph J. Bouffard
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                               POWER OF ATTORNEY

       We, the undersigned directors and officers of Patapsco Bancorp, Inc.(the
"Company"), hereby severally constitute and appoint Joseph J. Bouffard our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Joseph J. Bouffard may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Joseph J. Bouffard shall do or cause to
be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                                      Title                        Date                    
----------                                      -----                        ----
/s/ Joseph J. Bouffard                      President, Chief Executive   October 10, 1996        
-------------------------------                                                                  
Joseph J. Bouffard                          Officer and Director                                 
                                            (Principal Executive                                 
                                            Officer)                                             
                                                                                                 
/s/ Timothy C. King                         Controller and Treasurer     October 10, 1996        
-------------------------------                                                                  
Timothy C. King                             (Principal Financial and                             
                                            Accounting Officer)                                  
                                                                                                 
                                                                                                 
/s/ S. Robert Kinghorn                      Chairman of the Board        October 10, 1996        
-------------------------------                                                                  
S. Robert Kinghorn                                                                               
                                                                                                 
                                                                                                 
/s/ Joseph N. McGowan                       Vice Chairman of the Board   October 10, 1996        
-------------------------------                                                                  
Joseph N. McGowan                                                                                
                               
                               
/s/ Theodore C. Patterson                   Director and Secretary       October 10, 1996        
-------------------------------
Theodore C. Patterson
/s/ Robert M. Lating                        Director                     October 10, 1996        
-------------------------------                                                                  
Robert M. Lating                                                                                 
                                                                                                 
                                                                                                 
/s/ Douglas H. Ludwig                       Director                     October 10, 1996        
-------------------------------                                                                  
Douglas H. Ludwig                                                                                
                                                                                                 
                                                                                                 
/s/ Nicole N. Kantorski                     Director                     October 10, 1996        
-------------------------------                                                                  
Nicole N. Kantorski                                                                              
                                                                                                 
                                                                                                 
/s/ Thomas P. O'Neill                       Director                     October 10, 1996         
-------------------------------                                        
Thomas P. O'Neill
INDEX TO EXHIBITS
Sequential
Exhibit             Description                                                       Page Number
-------             -----------                                                       -----------
5              Opinion of Housley Kantarian & Bronstein, P.C. as to the
                    validity of the Common Stock being registered

     23.1           Consent of Housley Kantarian & Bronstein, P.C. (appears 
                    in their opinion filed as Exhibit 5)

     23.2           Consent of Independent Certified Public Accountants

     24             Power of Attorney (contained in the signature page to this
                    registration statement).

     99.1           Patapsco Bancorp, Inc. Management Recognition Plan and 
                    associated trust agreement

     99.2           Patapsco Bancorp, Inc. 1996 Stock Option and Incentive Plan 
                    and associated trust agreement

     99.3           Form of Stock Option Agreement to be entered  into with 
                    Optionees with respect to Incentive Stock Options granted 
                    under the Patapsco Bancorp, Inc. 1996 Stock Option and 
                    Incentive Plan

     99.4           Form of Stock Option Agreement to be entered into with 
                    Optionees with respect to Non-Incentive Stock Options granted 
                    under the Patapsco Bancorp, Inc. 1996 Stock Option and 
                    Incentive Plan

     99.5           Form of Agreement to be entered into with Optionees with respect 
                    to Stock Appreciation Rights granted under the Patapsco Bancorp,
                    Inc. 1996 Stock Option and Incentive Plan

     99.6           Notice of MRP Award

     99.7           Memorandum concerning taxation of MRP Awards, and associated 
                    election form