Registration No. 333-___________
    As filed with the Securities and Exchange Commission on November 14, 2000
--------------------------------------------------------------------------------
                       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. 2000 STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

            JOSEPH J. BOUFFARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             PATAPSCO BANCORP, INC.
                             1301 MERRITT BOULEVARD
                          DUNDALK, MARYLAND 21222-2194
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (410) 285-1010
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           JOEL E. RAPPOPORT, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19th Street N.W., Suite 700
                             Washington, D.C. 20036
                                 (202) 822-9611

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
Title Of Securities           Amount                    Proposed Maximum        Proposed Maximum       Amount of
     To Be                    To Be                      Offering Price         Aggregate Offering    Registration
   Registered              Registered (1)                    Per Share               Price (2)             Fee
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                             <C>                      <C>                <C>
Common Stock,
$.01 par value                20,000                         $21.625                   $432,500            $114.18
===================================================================================================================
<FN>
 (1)    Maximum number of shares issuable under the Patapsco Bancorp,  Inc. 2000
        Stock  Option and  Incentive  Plan  (20,000  shares),  together  with an
        indeterminate  number  of  shares  being  registered  hereby  as  may be
        necessary  to adjust the  number of  additional  shares of Common  Stock
        reserved for issuance  under the 2000 Stock Option and Incentive Plan as
        a result of an increase in the number of shares issuable under such plan
        as the result of a merger,  consolidation,  recapitalization  or similar
        event  involving  the  Registrant  or a  stock  split,  stock  dividend,
        reclassification,   recapitalization   or  similar   adjustment  in  the
        Registrant's common stock.
(2)     Under Rule 457(h) the  registration  fee may be calculated,  inter alia,
        based upon the average of the high and low selling  prices of the common
        stock of the  Registrant  as reported on the National  Quotation  Bureau
        "Pink  Sheets" on November 10, 2000 of $21.625 per share  ($432,500 in the
        aggregate).
</FN>
</TABLE>


<PAGE>


                                     PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS


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

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

         *This  registration  statement  relates to the  registration  of 20,000
shares of Common Stock, $.01 par value per share, of Patapsco Bancorp, Inc. (the
"Company")  reserved for issuance and delivery under the Patapsco Bancorp,  Inc.
2000 Stock Option and Incentive  Plan (the  "Plan").  Documents  containing  the
information  required by Part I of this  registration  statement will be sent or
given  to  participants  in the  Plan in  accordance  with  Rule  428(b)(1).  In
accordance  with the 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
------
         The following documents filed by Patapsco Bancorp, Inc. (the "Company")
are incorporated by reference in this Registration Statement:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the fiscal year
ended June 30, 2000 filed with the Commission on September 28, 2000  (Commission
File No. 0-28032).

         (b) The  description  of the  Company's  Securities as contained in the
Company's  Registration Statement on Form 8-A filed with the Commission on March
20, 1996.

         All documents  subsequently  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.

                                       1

<PAGE>

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Directors,  officers  and  employees of the  registrant  may be entitled to
benefit from the  indemnification  provisions  contained in the Maryland General
Corporation Law (the "MGCL") and the registrant's Articles of Incorporation. The
general effect of these provisions is summarized below.

     In  accordance  with  Section  2-418 of the MGCL,  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.  Directors  and
officers  may be provided  for  judgments,  fines,  settlements,  and  expenses,
including attorney's fees, incurred in connection with any threatened,  pending,
or completed action, suit, or proceeding other than an action by or in the right
of Patapsco  Bancorp.  This  applies to any civil,  criminal,  investigative  or
administrative  action  provided that the director or officer  involved acted in
good faith, in a manner he or she reasonably believed to be in or not opposed to
the best interests of Patapsco  Bancorp and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

     Articles  XVII  of the  Company's  Articles  of  Incorporation  sets  forth
circumstances  under  which  directors,  officer,  employees  and  agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
cpacities:

                                  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

                                       2
<PAGE>
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

     5.1  Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

     23.1 Consent of  Stradley  Ronon  Stevens & Young,  LLP  (appears  in their
          opinion filed as Exhibit 5.1)

     23.2 Consent of Anderson Associates, LLP

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

     99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

     99.2 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Patapsco Bancorp,
          Inc. 2000 Stock Option and Incentive Plan

     99.3 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the Patapsco
          Bancorp, Inc. 2000 Stock Option and Incentive Plan

                                       3

<PAGE>


ITEM 9.  UNDERTAKINGS
------

     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:

         (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  aggregrate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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  (1)(i) and (1)(ii) do not apply if the  registration
statement is on Form S-3 or S-8, 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 that remain unsold at the termination of the
offering.

     (4) 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.

     (5) 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
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                       4
<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 this 14 day of
November, 2000.


                                      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  of  Patapsco  Bancorp,  Inc.,  hereby
severally  constitute  and appoint  Joseph J.  Bouffard,  who may act, with full
power of substitution,  as 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,  who may act,  may deem  necessary  or  advisable  to enable  Patapsco
Bancorp,  Inc. 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  of Patapsco  Bancorp,  Inc. common stock,
including  specifically,  but not limited to, power and authority to sign for us
in our  names  in  the  capacities  indicated  below,  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>
Signature                                       Capacity                                 Date
---------                                       --------                                 ----

<S>                                           <C>                                     <C>
/s/ Joseph J. Bouffard                        Director, President and Chief            November 14, 2000
-----------------------------------           Executive Officer
Joseph J. Bouffard                            (Principal Executive Officer)

/s/ Michael J. Dee                            Vice President, Controller and           November 14, 2000
-----------------------------------           Chief Financial Officer
Michael J. Dee                                (Principal Financial and Accounting
                                              Officer)

/s/ Thomas P. O'Neill                         Chairman of the Board                    November 14, 2000
-----------------------------------
Thomas P. O'Neill


/s/ Theodore C. Patterson                     Secretary and Director                   November 14, 2000
-----------------------------------
Theodore C. Patterson


/s/ Douglas H. Ludwig                         Director                                 November 14, 2000
-----------------------------------
Douglas H. Ludwig

/s/ Nicole N. Glaeser                         Director                                 November 14, 2000
-----------------------------------
Nicole N. Glaeser

/s/ William R. Waters                          Director                                November 14, 2000
-----------------------------------
William R. Waters
</TABLE>

                                       5
<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


        Exhibit   Description
        -------   ------------

          5.1  Opinion of Stradley Ronon Stevens & Young, LLP as to the validity
               of the Common Stock being registered

          23.1 Consent of Stradley Ronon Stevens & Young,  LLP (appears in their
               opinion filed as Exhibit 5.1)

          23.2 Consent of Anderson Associates, LLP

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

          99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

          99.2 Form of Stock Option  Agreement to be entered into with Optionees
               with  respect  to  Incentive  Stock  Options  granted  under  the
               Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

          99.3 Form of Stock Option  Agreement to be entered into with Optionees
               with respect to  Non-Incentive  Stock  Options  granted under the
               Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 24658}]
{"company-data": {"conformed-name": "PATAPSCO BANCORP INC", "cik": "0001003961", "assigned-sic": "6035", "irs-number": "521951797", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49908", "film-number": "766802"}, "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"}}
Registration No. 333-___________
    As filed with the Securities and Exchange Commission on November 14, 2000
--------------------------------------------------------------------------------
                       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. 2000 STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

            JOSEPH J. BOUFFARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             PATAPSCO BANCORP, INC.
                             1301 MERRITT BOULEVARD
                          DUNDALK, MARYLAND 21222-2194
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (410) 285-1010
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           JOEL E. RAPPOPORT, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19th Street N.W., Suite 700
                             Washington, D.C. 20036
                                 (202) 822-9611

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Title Of Securities           Amount                    Proposed Maximum        Proposed Maximum       Amount of
     To Be                    To Be                      Offering Price         Aggregate Offering    Registration
   Registered              Registered (1)                    Per Share               Price (2)             Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                20,000                         $21.625                   $432,500            $114.18
===================================================================================================================
(1)    Maximum number of shares issuable under the Patapsco Bancorp,  Inc. 2000
        Stock  Option and  Incentive  Plan  (20,000  shares),  together  with an
        indeterminate  number  of  shares  being  registered  hereby  as  may be
        necessary  to adjust the  number of  additional  shares of Common  Stock
        reserved for issuance  under the 2000 Stock Option and Incentive Plan as
        a result of an increase in the number of shares issuable under such plan
        as the result of a merger,  consolidation,  recapitalization  or similar
        event  involving  the  Registrant  or a  stock  split,  stock  dividend,
        reclassification,   recapitalization   or  similar   adjustment  in  the
        Registrant's common stock.
(2)     Under Rule 457(h) the  registration  fee may be calculated,  inter alia,
        based upon the average of the high and low selling  prices of the common
        stock of the  Registrant  as reported on the National  Quotation  Bureau
        "Pink  Sheets" on November 10, 2000 of $21.625 per share  ($432,500 in the
        aggregate).
PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS

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

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

         *This  registration  statement  relates to the  registration  of 20,000
shares of Common Stock, $.01 par value per share, of Patapsco Bancorp, Inc. (the
"Company")  reserved for issuance and delivery under the Patapsco Bancorp,  Inc.
2000 Stock Option and Incentive  Plan (the  "Plan").  Documents  containing  the
information  required by Part I of this  registration  statement will be sent or
given  to  participants  in the  Plan in  accordance  with  Rule  428(b)(1).  In
accordance  with the 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
------
         The following documents filed by Patapsco Bancorp, Inc. (the "Company")
are incorporated by reference in this Registration Statement:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the fiscal year
ended June 30, 2000 filed with the Commission on September 28, 2000  (Commission
File No. 0-28032).

         (b) The  description  of the  Company's  Securities as contained in the
Company's  Registration Statement on Form 8-A filed with the Commission on March
20, 1996.

         All documents  subsequently  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.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Directors,  officers  and  employees of the  registrant  may be entitled to
benefit from the  indemnification  provisions  contained in the Maryland General
Corporation Law (the "MGCL") and the registrant's Articles of Incorporation. The
general effect of these provisions is summarized below.

     In  accordance  with  Section  2-418 of the MGCL,  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.  Directors  and
officers  may be provided  for  judgments,  fines,  settlements,  and  expenses,
including attorney's fees, incurred in connection with any threatened,  pending,
or completed action, suit, or proceeding other than an action by or in the right
of Patapsco  Bancorp.  This  applies to any civil,  criminal,  investigative  or
administrative  action  provided that the director or officer  involved acted in
good faith, in a manner he or she reasonably believed to be in or not opposed to
the best interests of Patapsco  Bancorp and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

     Articles  XVII  of the  Company's  Articles  of  Incorporation  sets  forth
circumstances  under  which  directors,  officer,  employees  and  agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
cpacities:

                                  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

                                       2
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

     5.1  Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

     23.1 Consent of  Stradley  Ronon  Stevens & Young,  LLP  (appears  in their
          opinion filed as Exhibit 5.1)

     23.2 Consent of Anderson Associates, LLP

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

     99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

     99.2 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Patapsco Bancorp,
          Inc. 2000 Stock Option and Incentive Plan

     99.3 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the Patapsco
          Bancorp, Inc. 2000 Stock Option and Incentive Plan

                                       3
ITEM 9.  UNDERTAKINGS
------

     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:

         (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  aggregrate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective 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  (1)(i) and (1)(ii) do not apply if the  registration
statement is on Form S-3 or S-8, 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.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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 that remain unsold at the termination of the
offering.

     (4) 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.

     (5) 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
Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                       4
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 this 14 day of
November, 2000.

                                      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  of  Patapsco  Bancorp,  Inc.,  hereby
severally  constitute  and appoint  Joseph J.  Bouffard,  who may act, with full
power of substitution,  as 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,  who may act,  may deem  necessary  or  advisable  to enable  Patapsco
Bancorp,  Inc. 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  of Patapsco  Bancorp,  Inc. common stock,
including  specifically,  but not limited to, power and authority to sign for us
in our  names  in  the  capacities  indicated  below,  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.
Signature                                       Capacity                                 Date
---------                                       --------                                 ----
/s/ Joseph J. Bouffard                        Director, President and Chief            November 14, 2000
-----------------------------------           Executive Officer
Joseph J. Bouffard                            (Principal Executive Officer)

/s/ Michael J. Dee                            Vice President, Controller and           November 14, 2000
-----------------------------------           Chief Financial Officer
Michael J. Dee                                (Principal Financial and Accounting
                                              Officer)

/s/ Thomas P. O'Neill                         Chairman of the Board                    November 14, 2000
-----------------------------------
Thomas P. O'Neill

/s/ Theodore C. Patterson                     Secretary and Director                   November 14, 2000
-----------------------------------
Theodore C. Patterson

/s/ Douglas H. Ludwig                         Director                                 November 14, 2000
-----------------------------------
Douglas H. Ludwig

/s/ Nicole N. Glaeser                         Director                                 November 14, 2000
-----------------------------------
Nicole N. Glaeser

/s/ William R. Waters                          Director                                November 14, 2000
-----------------------------------
William R. Waters
5
INDEX TO EXHIBITS
                                -----------------

        Exhibit   Description
        -------   ------------

          5.1  Opinion of Stradley Ronon Stevens & Young, LLP as to the validity
               of the Common Stock being registered

          23.1 Consent of Stradley Ronon Stevens & Young,  LLP (appears in their
               opinion filed as Exhibit 5.1)

          23.2 Consent of Anderson Associates, LLP

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

          99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

          99.2 Form of Stock Option  Agreement to be entered into with Optionees
               with  respect  to  Incentive  Stock  Options  granted  under  the
               Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan

          99.3 Form of Stock Option  Agreement to be entered into with Optionees
               with respect to  Non-Incentive  Stock  Options  granted under the
               Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan