As Filed with the Securities and Exchange Commission on June 11, 1999
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         RESOURCE BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)

              Virginia                                 54-1904386
      (State of Incorporation)            (IRS Employer Identification Number)

                          3720 Virginia Beach Boulevard
                         Virginia Beach, Virginia 23452
                    (Address of Principal Executive Offices)

                                 (757) 463-2265
               (Registrant's telephone number including area code)

                         RESOURCE BANKSHARES CORPORATION
               Amended and Restated 1996 Long-Term Incentive Plan
                            (Full title of the Plan)

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

                                Lawrence N. Smith
                      President and Chief Executive Officer
                          3720 Virginia Beach Boulevard
                         Virginia Beach, Virginia 23452
                                 (757) 463-2265
            (Name, address and telephone number of agent for service)

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

                                    Copy to:
                          T. Richard Litton, Jr., Esq.
                                Kaufman & Canoles
                              One Commercial Place
                                  P.O. Box 3037
                             Norfolk, Virginia 23514
                                 (757) 624-3241

                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       Proposed       Proposed
      Title of                         Maximum        Maximum
     Securities          Amount        Offering      Aggregate      Amount of
       to be             to be          Price         Offering     Registration
     Registered      Registered(1)    Per Share        Price          Fee(2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, par        150,000        $19.94       $2,991,000      $831.50
value $1.50 per          shares
share
--------------------------------------------------------------------------------

(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Amended and Restated 1996  Long-Term  Incentive  Plan to which
this  Registration   Statement  relates.
(2)  The  registration  fee  has  been calculated in accordance with Rule 457(c)
and 457(h) with respect to the 150,000 shares of Common Stock registered  hereby
on the basis of the price of shares of the Company's Common Stock on the
American Stock Exchange on June 8, 1999.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The  document(s)  containing the  information  required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities Act. Resource Bankshares  Corporation (the "Registrant"' or
the "Company")  shall  maintain a file of such documents in accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      The  Registrant  previously  filed a  Registration  Statement  on Form S-8
(Commission File No. 333-58417) ("Original Registration  Statement") registering
247,500  shares  of  common  stock  available  for  issuance   pursuant  to  the
Registrant's  1996 Long-Term  Incentive  Plan ("1996 Plan").  The Registrant has
amended  (with  shareholder  approval)  the 1996 Plan to increase  shares of the
Registrant's  common  stock  available  for  issuance  from  247,500 to 397,500.
Accordingly,  the Registrant is filing this  Registration  Statement to register
under the  Securities  Act the  additional  150,000  shares of common  stock now
available  for  issuance  pursuant  to  the  1996  Plan.   Pursuant  to  General
Instruction E of Form S-8, the Original  Registration  Statement is incorporated
by  reference  into this  Registration  Statement.  A copy of the 1996 Plan,  as
amended, is filed with this Registration Statement as Exhibit 99.1

                                       3


<PAGE>
                                   SIGNATURES


      In accordance  with the  requirements  of the  Securities  Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Virginia Beach, Virginia, on June 11, 1999.

                              RESOURCE BANKSHARES CORPORATION


                              By:         /s/ Lawrence N. Smith
                                  -------------------------------------------
                                   Lawrence N. Smith
                                   Chief Executive Officer and President


      Witness our hands and common seals on the date set forth below.

        Signature                        Title                         Date
        ---------                        -----                         ----

/s/ Lawrence N. Smith      Director, Chief Executive Officer     June 11, 1999
----------------------     and President (Principal
Lawrence N. Smith          Executive Officer)

/s/ Eleanor J. Whitehurst  Senior Vice President, Chief          June 11, 1999
-------------------------  Financial Officer (Principal
Eleanor J. Whitehurst      Financial Officer and Principal
                           Accounting Officer)

       *                   Chairman of the Board, Director       ______ __, 1999
-------------------------
John B. Bernhardt

       *                   Director                              ______ __, 1999
-------------------------
Alfred E. Abiouness

      *                    Director                              ______ __, 1999
-------------------------
Thomas W. Hunt

       *                   Director                              ______ __, 1999
-------------------------
Louis R. Jones

       *                   Director                              ______ __, 1999
-------------------------
A. Russell Kirk

       *                   Director                              ______ __, 1999
-------------------------
Elizabeth A. Twohy

*Lawrence  N. Smith,  by signing  his name  hereto,  does sign this  document on
behalf of the persons  indicated  above for whom he is attorney in fact pursuant
to a power of attorney  duly executed by such person and  previously  filed with
the  Securities  and Exchange  Commission  as part of the Original  Registration
Statement.

                                       5
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    EXHIBITS


                                       to


                                    FORM S-8




                             REGISTRATION STATEMENT

                                      under

                     THE SECURITIES ACT OF 1933, AS AMENDED


                         RESOURCE BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)



                                       6

<PAGE>

                                    Exhibits

      Pursuant to General  Instruction E of Form S-8, only opinions and consents
are required to be filed as exhibits to this Registration  Statement.  A copy of
the 1996 Plan, as amended, is filed voluntarily as Exhibit 99.1.

Number       Description

5.1          Opinion of Kaufman & Canoles

23.1         Consent of Kaufman & Canoles (included in Exhibit 5.1)

23.2         Consent of Goodman & Company, L.L.P.

99.1         Resource   Bankshares   Corporation   Amended  and  Restated   1996
             Long-Term Incentive Plan.


                                       7
[{"type": "S-8", "sequence": "1", "description": "RESOURCE BANKSHARES CORPORATION S-8", "secsgml_size_bytes": 9468}]
{"company-data": {"conformed-name": "RESOURCE BANKSHARES CORP", "cik": "0001065002", "assigned-sic": "6021", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80493", "film-number": "99644951"}, "business-address": {"street1": "3720 VIRGINIA BEACH BLVD", "city": "VIRGINIA BEACH", "state": "VA", "zip": "23452", "phone": "7574632265"}, "mail-address": {"street1": "3720 VIRGINIA BEACH BLVD", "city": "VIRGINIA BEACH", "state": "VA", "zip": "23452"}}
As Filed with the Securities and Exchange Commission on June 11, 1999
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                         RESOURCE BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)

              Virginia                                 54-1904386
      (State of Incorporation)            (IRS Employer Identification Number)

                          3720 Virginia Beach Boulevard
                         Virginia Beach, Virginia 23452
                    (Address of Principal Executive Offices)

                                 (757) 463-2265
               (Registrant's telephone number including area code)

                         RESOURCE BANKSHARES CORPORATION
               Amended and Restated 1996 Long-Term Incentive Plan
                            (Full title of the Plan)

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

                                Lawrence N. Smith
                      President and Chief Executive Officer
                          3720 Virginia Beach Boulevard
                         Virginia Beach, Virginia 23452
                                 (757) 463-2265
            (Name, address and telephone number of agent for service)

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

                                    Copy to:
                          T. Richard Litton, Jr., Esq.
                                Kaufman & Canoles
                              One Commercial Place
                                  P.O. Box 3037
                             Norfolk, Virginia 23514
                                 (757) 624-3241

                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                       Proposed       Proposed
      Title of                         Maximum        Maximum
     Securities          Amount        Offering      Aggregate      Amount of
       to be             to be          Price         Offering     Registration
     Registered      Registered(1)    Per Share        Price          Fee(2)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock, par        150,000        $19.94       $2,991,000      $831.50
value $1.50 per          shares
share
--------------------------------------------------------------------------------

(1) Also  registered  hereunder are such  additional  number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Amended and Restated 1996  Long-Term  Incentive  Plan to which
this  Registration   Statement  relates.
(2)  The  registration  fee  has  been calculated in accordance with Rule 457(c)
and 457(h) with respect to the 150,000 shares of Common Stock registered  hereby
on the basis of the price of shares of the Company's Common Stock on the
American Stock Exchange on June 8, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The  document(s)  containing the  information  required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being filed with the  Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities Act. Resource Bankshares  Corporation (the "Registrant"' or
the "Company")  shall  maintain a file of such documents in accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      The  Registrant  previously  filed a  Registration  Statement  on Form S-8
(Commission File No. 333-58417) ("Original Registration  Statement") registering
247,500  shares  of  common  stock  available  for  issuance   pursuant  to  the
Registrant's  1996 Long-Term  Incentive  Plan ("1996 Plan").  The Registrant has
amended  (with  shareholder  approval)  the 1996 Plan to increase  shares of the
Registrant's  common  stock  available  for  issuance  from  247,500 to 397,500.
Accordingly,  the Registrant is filing this  Registration  Statement to register
under the  Securities  Act the  additional  150,000  shares of common  stock now
available  for  issuance  pursuant  to  the  1996  Plan.   Pursuant  to  General
Instruction E of Form S-8, the Original  Registration  Statement is incorporated
by  reference  into this  Registration  Statement.  A copy of the 1996 Plan,  as
amended, is filed with this Registration Statement as Exhibit 99.1

                                       3
SIGNATURES

      In accordance  with the  requirements  of the  Securities  Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Virginia Beach, Virginia, on June 11, 1999.

                              RESOURCE BANKSHARES CORPORATION

                              By:         /s/ Lawrence N. Smith
                                  -------------------------------------------
                                   Lawrence N. Smith
                                   Chief Executive Officer and President

      Witness our hands and common seals on the date set forth below.

        Signature                        Title                         Date
        ---------                        -----                         ----

/s/ Lawrence N. Smith      Director, Chief Executive Officer     June 11, 1999
----------------------     and President (Principal
Lawrence N. Smith          Executive Officer)

/s/ Eleanor J. Whitehurst  Senior Vice President, Chief          June 11, 1999
-------------------------  Financial Officer (Principal
Eleanor J. Whitehurst      Financial Officer and Principal
                           Accounting Officer)

       *                   Chairman of the Board, Director       ______ __, 1999
-------------------------
John B. Bernhardt

       *                   Director                              ______ __, 1999
-------------------------
Alfred E. Abiouness

      *                    Director                              ______ __, 1999
-------------------------
Thomas W. Hunt

       *                   Director                              ______ __, 1999
-------------------------
Louis R. Jones

       *                   Director                              ______ __, 1999
-------------------------
A. Russell Kirk

       *                   Director                              ______ __, 1999
-------------------------
Elizabeth A. Twohy

*Lawrence  N. Smith,  by signing  his name  hereto,  does sign this  document on
behalf of the persons  indicated  above for whom he is attorney in fact pursuant
to a power of attorney  duly executed by such person and  previously  filed with
the  Securities  and Exchange  Commission  as part of the Original  Registration
Statement.

                                       5
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                     THE SECURITIES ACT OF 1933, AS AMENDED

                         RESOURCE BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)

                                       6
Exhibits

      Pursuant to General  Instruction E of Form S-8, only opinions and consents
are required to be filed as exhibits to this Registration  Statement.  A copy of
the 1996 Plan, as amended, is filed voluntarily as Exhibit 99.1.

Number       Description

5.1          Opinion of Kaufman & Canoles

23.1         Consent of Kaufman & Canoles (included in Exhibit 5.1)

23.2         Consent of Goodman & Company, L.L.P.

99.1         Resource   Bankshares   Corporation   Amended  and  Restated   1996
             Long-Term Incentive Plan.

                                       7