<PAGE> 1

As filed with the Securities and Exchange Commission on January 24, 2005
                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               BV FINANCIAL, INC.
             (exact name of registrant as specified in its charter)

        UNITED STATES                                  14-1920944
---------------------------------          -----------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                              7114 NORTH POINT ROAD
                               BALTIMORE, MD 21219
                                 (410) 477-5000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        BAY-VANGUARD FEDERAL SAVINGS BANK
                           401(K) PROFIT SHARING PLAN
                            (Full Title of the Plan)
                       -----------------------------------

                                                   COPIES TO:
EDMUND T. LEONARD                                  PAUL M. AGUGGIA, ESQ.
CHAIRMAN AND CHIEF FINANCIAL OFFICER               SCOTT A. BROWN, ESQ.
BV FINANCIAL, INC.                                 MULDOON MURPHY & AGUGGIA LLP
1230 LIGHT STREET                                  5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MD  21230                               WASHINGTON, D.C.  20016
(410) 547-1088                                     (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
====================================================================================================================
     Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
        Securities to be               to be          Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)            Share(3)               Price(2)                Fee
--------------------------------------------------------------------------------------------------------------------
         <S>                         <C>                   <C>                  <C>                      <C>
          Common Stock
         $.01 par Value              78,106                $9.60                $749,824.74              $96.00
--------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (4)
====================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Bay-Vanguard Federal Savings Bank 401(k) Profit Sharing Plan (the
     "Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of BV Financial, Inc. (the
     "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of the high and low price of the Common Stock as reported on
     January 20, 2005 in accordance with 17 C.F.R. Section 230.457(c).
(4)  In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. Section 230.457(h)(5). In
     accordance with 17 C.F.R. Section 230.457(h), where securities are to be
     offered pursuant to an employee benefit plan, the aggregate offering price
     and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the
     current assets of such Plan. Accordingly, no separate fee is required for
     the participation interests.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462



<PAGE> 2

BV FINANCIAL, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Bay-Vanguard
Federal Savings Bank 401(k) Profit Sharing Plan (the "Plan") specified by Part I
of this Registration Statement will be sent or given to the participants in the
Plan as specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by BV Financial, Inc. (the
"Registrant" or the "Subsidiary Holding Company") with the SEC are incorporated
by reference in this Registration Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-119083) pursuant to Rule 424(b)(3) on November 30, 2004, which includes the
consolidated statements of financial condition of Bay-Vanguard Federal Savings
Bank and subsidiary as of June 30, 2004 and 2003, and the related consolidated
statements of income, equity and cash flows for the years then ended, together
with the related notes and report of Beard Miller Company LLP dated August 13,
2004.

         (b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51014), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on November 5, 2004, as incorporated by
reference to the Company's Form SB-2 (File No. 333-119083) and declared
effective on November 12, 2004.

         (c) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

                                       2

<PAGE> 3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:

                                   ARTICLE XII
                                 INDEMNIFICATION

         The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

         List of Exhibits (filed herewith unless otherwise noted):

         10   Bay-Vanguard Federal Savings Bank 401(k) Profit Sharing Plan (1)
         23   Consent of Beard Miller Company LLP
         24   Power of Attorney (contained on the signature pages).

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 unless the information or prospectus required by (i)
                  and (ii) is contained in periodic reports filed by the
                  Registrant pursuant to Section 13(a) or 15(d) of the Exchange
                  Act that are incorporated by reference into this registration
                  statement:

-----------------------------
(1)  Incorporated by reference herein from Exhibit 10.7 of the Registrant's
     Form SB-2/A (File No. 333-119083) filed with the SEC on October 29, 2004



                                        3

<PAGE> 4


                  (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;
                           and

                  (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.

         (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; and

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC, such
indemnification is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.




                                       4
<PAGE> 5



                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, BV
Financial, Inc. 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 Baltimore, Maryland on January 24, 2005.

                                BV FINANCIAL, INC.


                                By: /s/ Edmund T. Leonard
                                    --------------------------------------------
                                    Edmund T. Leonard
                                    Chairman and Chief Financial Officer
                                    (principal accounting and financial officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Edmund T. Leonard and Carolyn M. Mroz, as the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and things requisite and
necessary to be done as fully, and to all intents and purposes, as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
       Name                                           Title                                  Date
       ----                                           -----                                  ----
<S>                                   <C>                                              <C>
/s/ Edmund T. Leonard                 Chairman and Chief Financial Officer             January 24, 2005
---------------------------           (principal financial and
Edmund T. Leonard                     accounting officer)



/s/ Carolyn M. Mroz                   President, Chief Executive Officer               January 24, 2005
---------------------------           and Director
Carolyn M. Mroz                       (principal executive officer)



                                      Director
---------------------------
Brian K. McHale




                                       5

<PAGE> 6



/s/ Anthony J. Narutowicz              Director                                        January 24, 2005
---------------------------
Anthony J. Narutowicz



/s/ Jerry S. Sopher                    Director                                        January 24, 2005
---------------------------
Jerry S. Sopher



/s/ Michael J. Birmingham, III         Director                                        January 24, 2005
-------------------------------
Michael J. Birmingham, III



/s/ Daniel J. Gallagher, Jr.           Director                                        January 24, 2005
----------------------------
Daniel J. Gallagher, Jr.



/s/ Edmund J. Kowalewski               Director                                        January 24, 2005
---------------------------
Edmund J. Kowalewski



/s/ Catherine M. Staszak               Director                                        January 24, 2005
---------------------------
Catherine M. Staszak



/s/ Robert R. Kern, Jr.                Director                                        January 24, 2005
---------------------------
Robert R. Kern, Jr.

</TABLE>


                                                       6

<PAGE> 7


THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Bay-Vanguard Federal Savings Bank
401(k) Profit Sharing Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in Baltimore,
Maryland on January 24, 2005.


                                  BAY-VANGUARD FEDERAL SAVINGS BANK
                                  401(K) PROFIT SHARING PLAN



                                  By: /s/ Edmund T. Leonard
                                      ---------------------------------
                                      Plan Administrator




                                       7

<PAGE> 8
<TABLE>
<CAPTION>



                                                        EXHIBIT INDEX
                                                        -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------

       <S>       <C>                                               <C>
       10               Bay-Vanguard Federal Savings Bank          Incorporated by reference.
                        401(k) Profit Sharing Plan

       23               Consent of Beard Miller LLP                Filed herewith.

       24               Power of Attorney                          Located on the signature page.



</TABLE>


                                               8
[{"type": "S-8", "sequence": "1", "filename": "bvfinancials8jan-05.txt", "secsgml_size_bytes": 19826}]
{"company-data": {"conformed-name": "BV Financial, Inc.", "cik": "0001302387", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "X1", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122247", "film-number": "05544691"}, "business-address": {"street1": "1230 LIGHT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21230", "phone": "410-477-5000"}, "mail-address": {"street1": "7114 NORTH POINT ROAD", "city": "BALTIMORE", "state": "MD", "zip": "21219"}}
1

As filed with the Securities and Exchange Commission on January 24, 2005
                                                    Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               BV FINANCIAL, INC.
             (exact name of registrant as specified in its charter)

        UNITED STATES                                  14-1920944
---------------------------------          -----------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                              7114 NORTH POINT ROAD
                               BALTIMORE, MD 21219
                                 (410) 477-5000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        BAY-VANGUARD FEDERAL SAVINGS BANK
                           401(K) PROFIT SHARING PLAN
                            (Full Title of the Plan)
                       -----------------------------------

                                                   COPIES TO:
EDMUND T. LEONARD                                  PAUL M. AGUGGIA, ESQ.
CHAIRMAN AND CHIEF FINANCIAL OFFICER               SCOTT A. BROWN, ESQ.
BV FINANCIAL, INC.                                 MULDOON MURPHY & AGUGGIA LLP
1230 LIGHT STREET                                  5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MD  21230                               WASHINGTON, D.C.  20016
(410) 547-1088                                     (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
====================================================================================================================
     Title of each Class of            Amount          Proposed Maximum       Proposed Maximum         Amount of
        Securities to be               to be          Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)            Share(3)               Price(2)                Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par Value              78,106                $9.60                $749,824.74              $96.00
--------------------------------------------------------------------------------------------------------------------
         Participation
           Interests                    (4)
====================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Bay-Vanguard Federal Savings Bank 401(k) Profit Sharing Plan (the
     "Plan") as the result of a stock split, stock dividend or similar
     adjustment of the outstanding common stock of BV Financial, Inc. (the
     "Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The average of the high and low price of the Common Stock as reported on
     January 20, 2005 in accordance with 17 C.F.R. Section 230.457(c).
(4)  In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the Plan, based upon the maximum amount that could be
     issued under the Plan pursuant to 17 C.F.R. Section 230.457(h)(5). In
     accordance with 17 C.F.R. Section 230.457(h), where securities are to be
     offered pursuant to an employee benefit plan, the aggregate offering price
     and the amount of the registration fee shall be computed with respect to
     the maximum number of shares of Common Stock that may be purchased with the
     current assets of such Plan. Accordingly, no separate fee is required for
     the participation interests.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462
2

BV FINANCIAL, INC.

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Bay-Vanguard
Federal Savings Bank 401(k) Profit Sharing Plan (the "Plan") specified by Part I
of this Registration Statement will be sent or given to the participants in the
Plan as specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by BV Financial, Inc. (the
"Registrant" or the "Subsidiary Holding Company") with the SEC are incorporated
by reference in this Registration Statement:

         (a) The Prospectus filed with the SEC by the Registrant (File No.
333-119083) pursuant to Rule 424(b)(3) on November 30, 2004, which includes the
consolidated statements of financial condition of Bay-Vanguard Federal Savings
Bank and subsidiary as of June 30, 2004 and 2003, and the related consolidated
statements of income, equity and cash flows for the years then ended, together
with the related notes and report of Beard Miller Company LLP dated August 13,
2004.

         (b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51014), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on November 5, 2004, as incorporated by
reference to the Company's Form SB-2 (File No. 333-119083) and declared
effective on November 12, 2004.

         (c) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

                                       2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:

                                   ARTICLE XII
                                 INDEMNIFICATION

         The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

         List of Exhibits (filed herewith unless otherwise noted):

         10   Bay-Vanguard Federal Savings Bank 401(k) Profit Sharing Plan (1)
         23   Consent of Beard Miller Company LLP
         24   Power of Attorney (contained on the signature pages).

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 unless the information or prospectus required by (i)
                  and (ii) is contained in periodic reports filed by the
                  Registrant pursuant to Section 13(a) or 15(d) of the Exchange
                  Act that are incorporated by reference into this registration
                  statement:

-----------------------------
(1)  Incorporated by reference herein from Exhibit 10.7 of the Registrant's
     Form SB-2/A (File No. 333-119083) filed with the SEC on October 29, 2004

                                        3
4

                  (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;
                           and

                  (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.

         (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; and

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC, such
indemnification is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

         The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

                                       4
5

                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, BV
Financial, Inc. 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 Baltimore, Maryland on January 24, 2005.

                                BV FINANCIAL, INC.

                                By: /s/ Edmund T. Leonard
                                    --------------------------------------------
                                    Edmund T. Leonard
                                    Chairman and Chief Financial Officer
                                    (principal accounting and financial officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Edmund T. Leonard and Carolyn M. Mroz, as the
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and things requisite and
necessary to be done as fully, and to all intents and purposes, as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                           Title                                  Date
       ----                                           -----                                  ----
/s/ Edmund T. Leonard                 Chairman and Chief Financial Officer             January 24, 2005
---------------------------           (principal financial and
Edmund T. Leonard                     accounting officer)

/s/ Carolyn M. Mroz                   President, Chief Executive Officer               January 24, 2005
---------------------------           and Director
Carolyn M. Mroz                       (principal executive officer)

                                      Director
---------------------------
Brian K. McHale

                                       5
6

/s/ Anthony J. Narutowicz              Director                                        January 24, 2005
---------------------------
Anthony J. Narutowicz

/s/ Jerry S. Sopher                    Director                                        January 24, 2005
---------------------------
Jerry S. Sopher

/s/ Michael J. Birmingham, III         Director                                        January 24, 2005
-------------------------------
Michael J. Birmingham, III

/s/ Daniel J. Gallagher, Jr.           Director                                        January 24, 2005
----------------------------
Daniel J. Gallagher, Jr.

/s/ Edmund J. Kowalewski               Director                                        January 24, 2005
---------------------------
Edmund J. Kowalewski

/s/ Catherine M. Staszak               Director                                        January 24, 2005
---------------------------
Catherine M. Staszak

/s/ Robert R. Kern, Jr.                Director                                        January 24, 2005
---------------------------
Robert R. Kern, Jr.
6
7

THE PLAN.

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Bay-Vanguard Federal Savings Bank
401(k) Profit Sharing Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in Baltimore,
Maryland on January 24, 2005.

                                  BAY-VANGUARD FEDERAL SAVINGS BANK
                                  401(K) PROFIT SHARING PLAN

                                  By: /s/ Edmund T. Leonard
                                      ---------------------------------
                                      Plan Administrator

                                       7
8
EXHIBIT INDEX
                                                        -------------

                                                                                                                  Sequentially
                                                                                                                    Numbered
   Exhibit No.                       Description                               Method of Filing                  Page Location
------------------      --------------------------------------     -----------------------------------------    -----------------
10               Bay-Vanguard Federal Savings Bank          Incorporated by reference.
                        401(k) Profit Sharing Plan

       23               Consent of Beard Miller LLP                Filed herewith.

       24               Power of Attorney                          Located on the signature page.
8