Registration No. 333-___________
     As filed with the Securities and Exchange Commission on August 23, 2001
--------------------------------------------------------------------------------
                       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 DIRECTORS DEFERRED COMPENSATION 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
<TABLE>
<CAPTION>
                         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
-------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>               <C>                 <C>
Common Stock,
$.01 par value             13,026               $25.00            $325,650            $81.34
=================================================================================================
<FN>
(1)  Maximum  number of shares  issuable under the Patapsco  Directors  Deferred
     Compensation   Plan  (the  "Plan")  (13,026   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 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 OTC Bulletin Board on August 20, 2001 of
     $25.00 per share ($325,650 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 13,026 shares
of common  stock,  $.01 par value per share,  of  Patapsco  Bancorp,  Inc.  (the
"Company")  reserved  for issuance  and  delivery  under the Patapsco  Directors
Deferred  Compensation 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 Company's  Quarterly  Reports on Form 10-QSB for the quarters ended
September 30, 2000,  December 31, 2000 and March 31, 2001  (Commission  File No.
0-28032).

     (c)  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
capacities:

                                  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   Patapsco Directors Deferred Compensation Plan


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:

                                       3
<PAGE>

          (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.  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  addition or changed  information  on the plan of
distribution;

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) For the purpose of determining  any liability  under the Securities Act
of 1933, to treat each post-effective  amendment as 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) 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  17th day of
August, 2001.


                                        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           August 17, 2001
--------------------------------                Executive Officer
Joseph J. Bouffard                              (Principal Executive Officer)

/s/ Michael J. Dee                              Vice President, Controller and          August 17, 2001
-----------------------------------             Chief Financial Officer
Michael J. Dee                                  (Principal Financial and Accounting
                                                Officer)

/s/ Thomas P. O'Neill                           Chairman of the Board                   August 17, 2001
-----------------------------------
Thomas P. O'Neill

/s/ Theodore C. Patterson                       Secretary and Director                  August 17, 2001
-----------------------------------
Theodore C. Patterson

/s/ Douglas H. Ludwig                           Director                                August 17, 2001
-----------------------------------
Douglas H. Ludwig

/s/ Nicole N. Glaeser                           Director                                August 17, 2001
-----------------------------------
Nicole N. Glaeser

/s/ William R. Waters                           Director                                August 17, 2001
-----------------------------------
William R. Waters

/s/ Gary R. Bozel                               Director                                August 17, 2001
-----------------------------------
Gary R. Bozel

                                                Director
-----------------------------------
J. Thomas Hoffman

</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            Patapsco Directors Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "filename": "fms8dfc-1828.txt", "description": "FORM S-8 DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 23074}]
{"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": "333-68260", "film-number": "1722403"}, "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 August 23, 2001
--------------------------------------------------------------------------------
                       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 DIRECTORS DEFERRED COMPENSATION 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             13,026               $25.00            $325,650            $81.34
=================================================================================================
(1)  Maximum  number of shares  issuable under the Patapsco  Directors  Deferred
     Compensation   Plan  (the  "Plan")  (13,026   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 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 OTC Bulletin Board on August 20, 2001 of
     $25.00 per share ($325,650 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 13,026 shares
of common  stock,  $.01 par value per share,  of  Patapsco  Bancorp,  Inc.  (the
"Company")  reserved  for issuance  and  delivery  under the Patapsco  Directors
Deferred  Compensation 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 Company's  Quarterly  Reports on Form 10-QSB for the quarters ended
September 30, 2000,  December 31, 2000 and March 31, 2001  (Commission  File No.
0-28032).

     (c)  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
capacities:

                                  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   Patapsco Directors Deferred Compensation Plan

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:

                                       3
(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.  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  addition or changed  information  on the plan of
distribution;

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) For the purpose of determining  any liability  under the Securities Act
of 1933, to treat each post-effective  amendment as 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) 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  17th day of
August, 2001.

                                        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           August 17, 2001
--------------------------------                Executive Officer
Joseph J. Bouffard                              (Principal Executive Officer)

/s/ Michael J. Dee                              Vice President, Controller and          August 17, 2001
-----------------------------------             Chief Financial Officer
Michael J. Dee                                  (Principal Financial and Accounting
                                                Officer)

/s/ Thomas P. O'Neill                           Chairman of the Board                   August 17, 2001
-----------------------------------
Thomas P. O'Neill

/s/ Theodore C. Patterson                       Secretary and Director                  August 17, 2001
-----------------------------------
Theodore C. Patterson

/s/ Douglas H. Ludwig                           Director                                August 17, 2001
-----------------------------------
Douglas H. Ludwig

/s/ Nicole N. Glaeser                           Director                                August 17, 2001
-----------------------------------
Nicole N. Glaeser

/s/ William R. Waters                           Director                                August 17, 2001
-----------------------------------
William R. Waters

/s/ Gary R. Bozel                               Director                                August 17, 2001
-----------------------------------
Gary R. Bozel

                                                Director
-----------------------------------
J. Thomas Hoffman
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            Patapsco Directors Deferred Compensation Plan