<PAGE>
<PAGE>
                                    Registration No. 333-______

As filed with the Securities and Exchange Commission on
                         February 26, 1998
________________________________________________________________


                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
             _______________________________________
                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
             _______________________________________

                       GLEN BURNIE BANCORP
       -----------------------------------------------------
      (Exact name of Registrant as Specified in Its Charter)

        MARYLAND                               52-1782444
-------------------------------            -------------------  
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                      101 CRAIN HIGHWAY S.E.
                 GLEN BURNIE, MARYLAND 21061-3578
             ----------------------------------------
             (Address of Principal Executive Offices)

                     THE BANK OF GLEN BURNIE
                   EMPLOYEE STOCK PURCHASE PLAN
             ---------------------------------------- 
                     (Full Title of the Plan)

                F. WILLIAM KUETHE, JR., PRESIDENT
                       GLEN BURNIE BANCORP
                     101 CRAIN HIGHWAY, S.E.
                  GLEN BURNIE, MARYLAND 21061
             ---------------------------------------- 
             (Name and Address of Agent For Service)

                          (410) 766-3300
  -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

                          COPIES TO:
                  ALLAN D. HOUSLEY, ESQUIRE
                  JAMES C. STEWART, ESQUIRE
                   J. MARK POERIO, ESQUIRE
             HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19TH STREET N.W., SUITE 700
                   WASHINGTON, D.C.  20036
                      (202) 822-9611

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
====================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered        registered       Per Share            Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$10.00 par value      25,000 (1)       $21.0375 (2)    $525,937 (2)     $156.00
====================================================================================
<FN>
(1) Maximum number of shares issuable under The Bank of Glen
    Burnie Employee Stock Purchase Plan, as such amounts may be
    increased in accordance with said plan in the event of a
   recapitalization or reclassification involving
   the Registrant.
(2)Under Rule 457(h) the registration fee may be calculated,
   inter alia, based upon the price at which the options may be
   exercised.  Under the Plan, options may be exercised at a
   price equal to 85% of the fair market value of the Common
   Stock at the time of grant.  Based upon the last sale price
   of the Common Stock of the Registrant as reported on the OTC
   Bulletin Board on January 28, 1998 of $24.75 per share, the
   aggregate exercise price of the 25,000 shares to be offered
   hereby is $525,937.
</FN>
/TABLE
<PAGE>
<PAGE>
                      PART I

          INFORMATION REQUIRED IN THE SECTION
                  10(A) PROSPECTUS

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

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

    *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in The Bank of Glen Burnie Employee Stock Purchase Plan (the
"Plan") in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.

                         PART II 

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Commission on
August 29, 1997 (Commission File No. 33-62278).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 as filed with the Commission on July
18, 1997 (Commission File No. 33-62278).

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 14, 1997 (Commission File No. 33-62278).

    (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 as filed with the Commission on
November 14, 1997 (Commission File No. 33-62278).

    (e)  The Company's Amendment to its Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1997 as filed with the
Commission on December 24, 1997 (Commission File No. 33-62278).

    (f)  The Company's Amendment to its Annual Report on Form
10-K/A for the year ended December 31, 1996 as filed with the
Commission on January 9, 1998 (Commission File No. 33-62278).

    ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $10.00 PER
SHARE ("COMMON STOCK") 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
------
                   DESCRIPTION OF CAPITAL STOCK
GENERAL

    The Company is authorized to issue 5,000,000 shares of Common
Stock.  As of January 5, 1998, there were 1,092,768 shares
outstanding.  Each share of the Common Stock has the same
relative rights as, and is identical in all respects
with, each other share of Common Stock.  The Common Stock is not
subject to redemption and is not convertible into any other class
of securities.  Upon payment of the full purchase price therefor,
the Common Stock will be fully paid and non-assessable.  The
Common Stock may be issued in either certificated or
uncertificated form.  THE COMMON STOCK OF THE COMPANY REPRESENTS
NONWITHDRAWABLE CAPITAL, IS NOT AN ACCOUNT OF AN INSURABLE TYPE,
AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

    DIVIDENDS.  The Company can pay dividends if, as and when
declared by its Board of Directors, subject to compliance with
limitations which are imposed by law.    The holders of Common
Stock of the Company will be entitled to receive and share
equally in such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor. 
<PAGE>
<PAGE>
    VOTING RIGHTS.  The holders of Common Stock of the Company
possess exclusive voting rights in the Company.  Each holder of
Common Stock is entitled to one vote per share.  Directors are
elected by a plurality of the votes cast.  A majority of the
votes cast is generally required for the approval of all other
matters submitted to a vote of the stockholders except as
described in " -- Certain Voting Requirements."

    LIQUIDATION.  In the event of any liquidation, dissolution or
winding up of the Company, the holders of its Common Stock would
be entitled to receive, after payment or provision for payment of
all its debts and liabilities, all of the assets of the Company
available for distribution. 

    PREEMPTIVE RIGHTS.  Holders of the Common Stock of the
Company are entitled to preemptive rights with respect to any
additional shares which may be issued by the Company.  Preemptive
rights generally entitle stockholders to subscribe to any and all
issuances of the Common Stock on a proportionate basis and in an
amount equal to the ratio that each individual stockholder's
total number of shares bears to the total number of shares of
Common Stock outstanding.  Under the Maryland General Corporation
Law, however, pre-emptive rights do not apply to:  (1) stock
issued to obtain any of the capital required to initiate the
corporate enterprise; (2) stock issued for at least its fair
value in exchange for consideration other than money; (3) stock
remaining unsubscribed for after being offered to stockholders;
(4) treasury stock sold for at least its fair value; (5) stock
issued or issuable under articles of merger; (6) stock which is
not presently entitled to be voted in the election of directors
issued for at least its fair value; (7) stock, including treasury
stock, issued to an officer or other employee of the corporation
or its subsidiary on terms and conditions approved by the
stockholders by the affirmative vote of two-thirds of all the
votes entitled to be cast on the matter; and (8) any other
issuance of shares if the applicability of preemptive rights is
impracticable.

    TRANSFER AGENT AND REGISTRAR.  The Bank acts as transfer
agent and registrar for the Common Stock.

CERTAIN VOTING REQUIREMENTS

    ARTICLES OF INCORPORATION AND BYLAWS.  The Company's Articles
of Incorporation provide that the affirmative vote of 80% of the
outstanding shares of stock of the Company entitled to vote shall
be required for the approval of: (a) any amendment to the
Articles of Incorporation; (b) the consolidation of the
Company with one or more corporations to form a new consolidated
corporation; (c)the merger of the Company with another
corporation or the merger of one or more corporations into the
Company; (d) the sale, lease or exchange or other transfer
of all or substantially all, of the property and assets of the
Company, including its goodwill; (e) the participation of the
Company in a share exchange, the stock of which is to be
acquired; or (f) the voluntary liquidation, dissolution or
winding up of the Company.  The Company's Bylaws require the
affirmative vote of 80% of the votes entitled to be cast at an
election of directors in order to remove a director.  In
addition, the Bylaws may only be amended by the stockholders by
an affirmative vote of 80% of the votes entitled to be cast on
the matter. 

    BUSINESS COMBINATIONS.  Under the Maryland General
Corporation Law, mergers, consolidations and sales of
substantially all of the assets of a Maryland corporation must
generally be approved by the affirmative vote of the
holders of two-thirds of the outstanding shares of stock entitled
to vote thereon.  Maryland's Business Combination Statute,
however, restricts certain transactions between a Maryland
corporation (or its majority owned subsidiaries),
and any person who, after the date the corporation has 100 or
more beneficial owners of its stock, beneficially owns 10% or
more of the corporation's outstanding voting stock, together with
affiliates or associates thereof (an "Interested Stockholder"). 
For a period of five years following the date that
a stockholder becomes an Interested Stockholder, Maryland's
Business Combination Statute generally prohibits the following
types of transactions between the corporation and the Interested
Stockholder (unless certain conditions, described below, are
met): (i) mergers, consolidations or share exchanges; (ii) sales,
leases, exchanges or other dispositions other than in the
ordinary course of business or pursuant to a dividend, in any
twelve-month period, of assets having an aggregate book value of
10% or more of the total market value of the outstanding stock of
the corporation or of its net worth; (iii) issuances or 
transfers by the corporation or any subsidiary thereof of any
equity securities of the corporation or any subsidiary thereof
having a market value of 5% or more of the total market value of
the outstanding stock of the corporation; (iv) the adoption of a
proposal or plan of liquidation or dissolution of the corporation
in which anything other than cash will be received by the
Interested Stockholder or any affiliate of any Interested
Stockholder; (v) any reclassification of securities, or
recapitalization of the corporation, or any merger,
consolidation, or share exchange of the corporation with any of
its subsidiaries which has the effect of increasing by 5% or more
of the total number of shares, the proportionate amount of the
outstanding shares of any class of equity securities of the
corporation or any subsidiary thereof which is owned by an
Interested Stockholder; and (vi) the receipt by any Interested
Stockholder or any affiliate thereof of the benefit, directly or
indirectly, (except proportionately as a stockholder) of any
loan, advance, guarantee, pledge, or other financial
assistance or any tax credit or other tax advantage provided by
the corporation or any of its subsidiaries.  After the five-year 

<PAGE>
<PAGE>
moratorium on business combinations has expired, a business
combination must (i) be recommended by the board of directors and
approved by (a) 80% of the stockholders entitled to vote,
and (b) two-thirds of the disinterested stockholders, or (ii)
meet the rigorous fair price requirements of the business
combination statute, or (iii) qualify for one of the statutory
exemptions.  This restriction does not apply if before such
person becomes an Interested Stockholder, the Board of Directors
approves the transaction in which the Interested Stockholder
becomes an Interested Stockholder or approves the business
combination, or a statutory exemption applies.  A Maryland
corporation may exempt particular interested stockholders from
the requirements of the statute by resolution adopted by its
board of directors prior to the date the Interested Stockholder
became an Interested Stockholder.

    CONTROL SHARE ACQUISITIONS.  The Maryland General Corporation
Law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights
except to the extent approved by a vote of two-thirds of the
shares entitled to be voted on the matter, excluding shares of
stock owned by the acquiror or by officers or directors who are
employees of the corporation.  "Control shares" are voting shares
of stock which, if aggregated with all other such shares of stock
previously acquired by the acquiror, or in respect of which the
acquiror is able to exercise or direct the exercise of
voting power except solely by virtue of a revocable proxy, would
entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power: (i)
one-fifth or more but less than one-third; (ii) one-third or more
but less than a majority; or (iii) a majority of all voting
power.  Control shares do not include shares the acquiring person
is then entitled to vote as a result of having previously
obtained stockholder approval.  A "control share acquisition"
means the acquisition of control shares, subject to certain
exceptions for shares acquired through descent or distribution,
in satisfaction of a pledge or in a merger, consolidation or
share exchange to which the corporation is a party.  The control
share acquisition statute applies to any Maryland corporation
with 100 or more beneficial owners of its stock other than
a close corporation or an investment company.

    A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions (including
an undertaking to pay expenses and delivery of an "acquiring
person statement"), may compel the corporation's board
of directors to call a special meeting of stockholders to be held
within 50 days of demand to consider the voting rights of the
shares.  If no request for a meeting is made, the corporation may
itself present the question at any stockholders' meeting.

    Unless the charter or bylaws provide otherwise, if voting
rights are not approved at the meeting or if the acquiring person
does not deliver  an acquiring person statement within 10 days
following a control share acquisition then, subject to certain
conditions and limitations, the corporation may redeem any or
all of the control shares (except for those which voting rights
have previously been approved) for fair value determined, without
regard to the absence of voting rights for the control shares, as
of the date of the last control share acquisition or of any
meeting of stockholders at which the voting rights of such
shares are considered and not approved.  Moreover, unless the
charter or bylaws provides otherwise, if voting rights for
control shares are approved at a stockholders' meeting and the
acquiror becomes entitled to exercise or direct the
exercise of a majority or more of all voting power, other
stockholders may exercise appraisal rights.  The fair value of
the shares as determined for purposes of such appraisal rights
may not be less than the highest price per share paid by the
acquiror in the control share acquisition.
                                 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
    The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to receive
indemnification in connection with any proceeding to the fullest
extent permitted by Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland.  Such
section provides that a corporation may indemnify any director or
officer made a party to any civil, criminal, administrative or
investigative proceeding by reason of serving in such capacity
unless it is established that (a) the act or omission of such
person 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, (b) the person actually received an
improper personal benefit, or (c) in the case of a criminal
proceeding, the person had reasonable cause to believe
the act or omission was unlawful.  The indemnification may be
against judgments, penalties, fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred in
connection with the proceeding.  However, if the proceeding was
by or in the right of the corporation, indemnification may not be
made if the person is adjudged to be liable to the corporation. 
The corporation must indemnify directors and officers for
expenses incurred in contesting any such proceeding if such
persons are successful on the merits, unless the corporation's
articles of incorporation limit such indemnification (the
Company's Articles do not).  Determination that the
indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum
of disinterested directors (or a committee of disinterested
directors), by 

<PAGE>
<PAGE>
special legal counsel chosen by disinterested directors (or a
committee of disinterested directors) or by a majority vote of
disinterested stockholders.  A corporation may purchase and
maintain insurance on behalf of any director or officer against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position whether or
not the corporation would have the power to indemnify against
such liability under Maryland law.  A corporation must report any
indemnification or advance of expenses to a director or officer
arising out of a proceeding by or in the right of the corporation
to the stockholders of the corporation.

    The Company maintains director and officer liability
insurance.  The scope of such insurance is essentially the same
as the indemnification provisions outlined above.  

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

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

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

              (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  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 242(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% 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 (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

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

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

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

    2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

    4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of
such issue.
<PAGE>
<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 Glen Burnie, State of Maryland,
on February 25, 1998.
                                  
                          GLEN BURNIE BANCORP

                          By: /s/ F. William Kuethe, Jr.
                              -------------------------- 
                              F. William Kuethe, Jr.
                              President and Chief Executive
                              Officer
                              (Duly Authorized Representative)

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

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

<TABLE>
<CAPTION>
Signatures                  Title                           Date
----------                  -----                           -----
<S>                          <C>                            <C>
/s/ F. William Kuethe, Jr.           
------------------------    President and Director          February 25, 1998
F. William Kuethe, Jr.      (Principal Executive Officer)

/s/ John E. Porter
-------------------------   Chief Financial Officer         February 23, 1998
John E. Porter              (Principal Financial Officer)

/s/ Beatrice S. McQuarrie
-------------------------   Assistant Treasurer of the Bank February 25, 1998
Beatrice S. McQuarrie       (Principal Accounting Officer)

/s/ John E. Demyan
-------------------------   Chairman of the Board, Director February 25, 1998
John E. Demyan    
                     
Theodore L. Bertier, Jr.
--------------------------   Director                       February 25, 1998
Theodore L. Bertier, Jr. 

/s/ Shirley E. Boyer
--------------------------   Director                       February 25, 1998
Shirley E. Boyer
<PAGE>
/s/ Thomas Clocker
--------------------------   Director                       February 25, 1998
Thomas Clocker

/s/ Alan E. Han
--------------------------   Director                       February 25, 1998
Alan E. Hahn

/s Charles L. Hein
--------------------------   Director                       February 25, 1998
Charles L. Hein

/s/ F. W. Keuthe, III
--------------------------   Director                       February 25, 1998
F. W. Kuethe, III

/s/ Eugene P. Nepa
--------------------------   Director                       February 25, 1998
Eugene P. Nepa

/s/ William N. Scherer, Sr.
--------------------------   Director                       February 25, 1998
William N. Scherer, Sr. 

/s/ Karen Thorwarth
--------------------------   Director                       February 25, 1998
Karen Thorwarth

/s/ Mary L. Wilcox
--------------------------   Director                       February 25, 1998
Mary L. Wilcox
</TABLE>
<PAGE>
<PAGE>
                        INDEX TO EXHIBITS

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

   5     Opinion of Housley Kantarian & Bronstein, P.C. as to
         the legality of the Common Stock being registered 

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

  23.2   Consent of Trice & Geary LLC

  23.3   Consent of Rowles & Company, LLP

  99.1   The Bank of Glen Burnie Employee Stock Purchase Plan

  99.2   Form of Acceptance of Option
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31170}]
{"company-data": {"conformed-name": "GLEN BURNIE BANCORP", "cik": "0000890066", "assigned-sic": "6022", "irs-number": "521782444", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46943", "film-number": "98550671"}, "business-address": {"street1": "101 CRAIN HIGHWAY SE", "city": "GLEN BURNIE", "state": "MD", "zip": "21061", "phone": "4107660090"}, "mail-address": {"street1": "101 CRAIN HWY SE", "city": "GLEN BURNIE", "state": "MD", "zip": "21061"}}
Registration No. 333-______

As filed with the Securities and Exchange Commission on
                         February 26, 1998
________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
             _______________________________________
                             FORM S-8
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
             _______________________________________

                       GLEN BURNIE BANCORP
       -----------------------------------------------------
      (Exact name of Registrant as Specified in Its Charter)

        MARYLAND                               52-1782444
-------------------------------            -------------------  
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                      101 CRAIN HIGHWAY S.E.
                 GLEN BURNIE, MARYLAND 21061-3578
             ----------------------------------------
             (Address of Principal Executive Offices)

                     THE BANK OF GLEN BURNIE
                   EMPLOYEE STOCK PURCHASE PLAN
             ---------------------------------------- 
                     (Full Title of the Plan)

                F. WILLIAM KUETHE, JR., PRESIDENT
                       GLEN BURNIE BANCORP
                     101 CRAIN HIGHWAY, S.E.
                  GLEN BURNIE, MARYLAND 21061
             ---------------------------------------- 
             (Name and Address of Agent For Service)

                          (410) 766-3300
  -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

                          COPIES TO:
                  ALLAN D. HOUSLEY, ESQUIRE
                  JAMES C. STEWART, ESQUIRE
                   J. MARK POERIO, ESQUIRE
             HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19TH STREET N.W., SUITE 700
                   WASHINGTON, D.C.  20036
                      (202) 822-9611

                 CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
====================================================================================
Title of                            Proposed Maximum  Proposed Maximum    Amount of
Securities to       Amount to be    Offering Price   Aggregate Offering Registration
be registered        registered       Per Share            Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$10.00 par value      25,000 (1)       $21.0375 (2)    $525,937 (2)     $156.00
====================================================================================
(1) Maximum number of shares issuable under The Bank of Glen
    Burnie Employee Stock Purchase Plan, as such amounts may be
    increased in accordance with said plan in the event of a
   recapitalization or reclassification involving
   the Registrant.
(2)Under Rule 457(h) the registration fee may be calculated,
   inter alia, based upon the price at which the options may be
   exercised.  Under the Plan, options may be exercised at a
   price equal to 85% of the fair market value of the Common
   Stock at the time of grant.  Based upon the last sale price
   of the Common Stock of the Registrant as reported on the OTC
   Bulletin Board on January 28, 1998 of $24.75 per share, the
   aggregate exercise price of the 25,000 shares to be offered
   hereby is $525,937.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                  10(A) PROSPECTUS

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

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

    *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in The Bank of Glen Burnie Employee Stock Purchase Plan (the
"Plan") in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.

                         PART II 

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

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

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

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Commission on
August 29, 1997 (Commission File No. 33-62278).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 as filed with the Commission on July
18, 1997 (Commission File No. 33-62278).

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 14, 1997 (Commission File No. 33-62278).

    (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 as filed with the Commission on
November 14, 1997 (Commission File No. 33-62278).

    (e)  The Company's Amendment to its Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1997 as filed with the
Commission on December 24, 1997 (Commission File No. 33-62278).

    (f)  The Company's Amendment to its Annual Report on Form
10-K/A for the year ended December 31, 1996 as filed with the
Commission on January 9, 1998 (Commission File No. 33-62278).

    ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $10.00 PER
SHARE ("COMMON STOCK") 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
------
                   DESCRIPTION OF CAPITAL STOCK
GENERAL

    The Company is authorized to issue 5,000,000 shares of Common
Stock.  As of January 5, 1998, there were 1,092,768 shares
outstanding.  Each share of the Common Stock has the same
relative rights as, and is identical in all respects
with, each other share of Common Stock.  The Common Stock is not
subject to redemption and is not convertible into any other class
of securities.  Upon payment of the full purchase price therefor,
the Common Stock will be fully paid and non-assessable.  The
Common Stock may be issued in either certificated or
uncertificated form.  THE COMMON STOCK OF THE COMPANY REPRESENTS
NONWITHDRAWABLE CAPITAL, IS NOT AN ACCOUNT OF AN INSURABLE TYPE,
AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

    DIVIDENDS.  The Company can pay dividends if, as and when
declared by its Board of Directors, subject to compliance with
limitations which are imposed by law.    The holders of Common
Stock of the Company will be entitled to receive and share
equally in such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor.
VOTING RIGHTS.  The holders of Common Stock of the Company
possess exclusive voting rights in the Company.  Each holder of
Common Stock is entitled to one vote per share.  Directors are
elected by a plurality of the votes cast.  A majority of the
votes cast is generally required for the approval of all other
matters submitted to a vote of the stockholders except as
described in " -- Certain Voting Requirements."

    LIQUIDATION.  In the event of any liquidation, dissolution or
winding up of the Company, the holders of its Common Stock would
be entitled to receive, after payment or provision for payment of
all its debts and liabilities, all of the assets of the Company
available for distribution. 

    PREEMPTIVE RIGHTS.  Holders of the Common Stock of the
Company are entitled to preemptive rights with respect to any
additional shares which may be issued by the Company.  Preemptive
rights generally entitle stockholders to subscribe to any and all
issuances of the Common Stock on a proportionate basis and in an
amount equal to the ratio that each individual stockholder's
total number of shares bears to the total number of shares of
Common Stock outstanding.  Under the Maryland General Corporation
Law, however, pre-emptive rights do not apply to:  (1) stock
issued to obtain any of the capital required to initiate the
corporate enterprise; (2) stock issued for at least its fair
value in exchange for consideration other than money; (3) stock
remaining unsubscribed for after being offered to stockholders;
(4) treasury stock sold for at least its fair value; (5) stock
issued or issuable under articles of merger; (6) stock which is
not presently entitled to be voted in the election of directors
issued for at least its fair value; (7) stock, including treasury
stock, issued to an officer or other employee of the corporation
or its subsidiary on terms and conditions approved by the
stockholders by the affirmative vote of two-thirds of all the
votes entitled to be cast on the matter; and (8) any other
issuance of shares if the applicability of preemptive rights is
impracticable.

    TRANSFER AGENT AND REGISTRAR.  The Bank acts as transfer
agent and registrar for the Common Stock.

CERTAIN VOTING REQUIREMENTS

    ARTICLES OF INCORPORATION AND BYLAWS.  The Company's Articles
of Incorporation provide that the affirmative vote of 80% of the
outstanding shares of stock of the Company entitled to vote shall
be required for the approval of: (a) any amendment to the
Articles of Incorporation; (b) the consolidation of the
Company with one or more corporations to form a new consolidated
corporation; (c)the merger of the Company with another
corporation or the merger of one or more corporations into the
Company; (d) the sale, lease or exchange or other transfer
of all or substantially all, of the property and assets of the
Company, including its goodwill; (e) the participation of the
Company in a share exchange, the stock of which is to be
acquired; or (f) the voluntary liquidation, dissolution or
winding up of the Company.  The Company's Bylaws require the
affirmative vote of 80% of the votes entitled to be cast at an
election of directors in order to remove a director.  In
addition, the Bylaws may only be amended by the stockholders by
an affirmative vote of 80% of the votes entitled to be cast on
the matter. 

    BUSINESS COMBINATIONS.  Under the Maryland General
Corporation Law, mergers, consolidations and sales of
substantially all of the assets of a Maryland corporation must
generally be approved by the affirmative vote of the
holders of two-thirds of the outstanding shares of stock entitled
to vote thereon.  Maryland's Business Combination Statute,
however, restricts certain transactions between a Maryland
corporation (or its majority owned subsidiaries),
and any person who, after the date the corporation has 100 or
more beneficial owners of its stock, beneficially owns 10% or
more of the corporation's outstanding voting stock, together with
affiliates or associates thereof (an "Interested Stockholder"). 
For a period of five years following the date that
a stockholder becomes an Interested Stockholder, Maryland's
Business Combination Statute generally prohibits the following
types of transactions between the corporation and the Interested
Stockholder (unless certain conditions, described below, are
met): (i) mergers, consolidations or share exchanges; (ii) sales,
leases, exchanges or other dispositions other than in the
ordinary course of business or pursuant to a dividend, in any
twelve-month period, of assets having an aggregate book value of
10% or more of the total market value of the outstanding stock of
the corporation or of its net worth; (iii) issuances or 
transfers by the corporation or any subsidiary thereof of any
equity securities of the corporation or any subsidiary thereof
having a market value of 5% or more of the total market value of
the outstanding stock of the corporation; (iv) the adoption of a
proposal or plan of liquidation or dissolution of the corporation
in which anything other than cash will be received by the
Interested Stockholder or any affiliate of any Interested
Stockholder; (v) any reclassification of securities, or
recapitalization of the corporation, or any merger,
consolidation, or share exchange of the corporation with any of
its subsidiaries which has the effect of increasing by 5% or more
of the total number of shares, the proportionate amount of the
outstanding shares of any class of equity securities of the
corporation or any subsidiary thereof which is owned by an
Interested Stockholder; and (vi) the receipt by any Interested
Stockholder or any affiliate thereof of the benefit, directly or
indirectly, (except proportionately as a stockholder) of any
loan, advance, guarantee, pledge, or other financial
assistance or any tax credit or other tax advantage provided by
the corporation or any of its subsidiaries.  After the five-year
moratorium on business combinations has expired, a business
combination must (i) be recommended by the board of directors and
approved by (a) 80% of the stockholders entitled to vote,
and (b) two-thirds of the disinterested stockholders, or (ii)
meet the rigorous fair price requirements of the business
combination statute, or (iii) qualify for one of the statutory
exemptions.  This restriction does not apply if before such
person becomes an Interested Stockholder, the Board of Directors
approves the transaction in which the Interested Stockholder
becomes an Interested Stockholder or approves the business
combination, or a statutory exemption applies.  A Maryland
corporation may exempt particular interested stockholders from
the requirements of the statute by resolution adopted by its
board of directors prior to the date the Interested Stockholder
became an Interested Stockholder.

    CONTROL SHARE ACQUISITIONS.  The Maryland General Corporation
Law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights
except to the extent approved by a vote of two-thirds of the
shares entitled to be voted on the matter, excluding shares of
stock owned by the acquiror or by officers or directors who are
employees of the corporation.  "Control shares" are voting shares
of stock which, if aggregated with all other such shares of stock
previously acquired by the acquiror, or in respect of which the
acquiror is able to exercise or direct the exercise of
voting power except solely by virtue of a revocable proxy, would
entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power: (i)
one-fifth or more but less than one-third; (ii) one-third or more
but less than a majority; or (iii) a majority of all voting
power.  Control shares do not include shares the acquiring person
is then entitled to vote as a result of having previously
obtained stockholder approval.  A "control share acquisition"
means the acquisition of control shares, subject to certain
exceptions for shares acquired through descent or distribution,
in satisfaction of a pledge or in a merger, consolidation or
share exchange to which the corporation is a party.  The control
share acquisition statute applies to any Maryland corporation
with 100 or more beneficial owners of its stock other than
a close corporation or an investment company.

    A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions (including
an undertaking to pay expenses and delivery of an "acquiring
person statement"), may compel the corporation's board
of directors to call a special meeting of stockholders to be held
within 50 days of demand to consider the voting rights of the
shares.  If no request for a meeting is made, the corporation may
itself present the question at any stockholders' meeting.

    Unless the charter or bylaws provide otherwise, if voting
rights are not approved at the meeting or if the acquiring person
does not deliver  an acquiring person statement within 10 days
following a control share acquisition then, subject to certain
conditions and limitations, the corporation may redeem any or
all of the control shares (except for those which voting rights
have previously been approved) for fair value determined, without
regard to the absence of voting rights for the control shares, as
of the date of the last control share acquisition or of any
meeting of stockholders at which the voting rights of such
shares are considered and not approved.  Moreover, unless the
charter or bylaws provides otherwise, if voting rights for
control shares are approved at a stockholders' meeting and the
acquiror becomes entitled to exercise or direct the
exercise of a majority or more of all voting power, other
stockholders may exercise appraisal rights.  The fair value of
the shares as determined for purposes of such appraisal rights
may not be less than the highest price per share paid by the
acquiror in the control share acquisition.
                                 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
    The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to receive
indemnification in connection with any proceeding to the fullest
extent permitted by Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland.  Such
section provides that a corporation may indemnify any director or
officer made a party to any civil, criminal, administrative or
investigative proceeding by reason of serving in such capacity
unless it is established that (a) the act or omission of such
person 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, (b) the person actually received an
improper personal benefit, or (c) in the case of a criminal
proceeding, the person had reasonable cause to believe
the act or omission was unlawful.  The indemnification may be
against judgments, penalties, fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred in
connection with the proceeding.  However, if the proceeding was
by or in the right of the corporation, indemnification may not be
made if the person is adjudged to be liable to the corporation. 
The corporation must indemnify directors and officers for
expenses incurred in contesting any such proceeding if such
persons are successful on the merits, unless the corporation's
articles of incorporation limit such indemnification (the
Company's Articles do not).  Determination that the
indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum
of disinterested directors (or a committee of disinterested
directors), by
special legal counsel chosen by disinterested directors (or a
committee of disinterested directors) or by a majority vote of
disinterested stockholders.  A corporation may purchase and
maintain insurance on behalf of any director or officer against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position whether or
not the corporation would have the power to indemnify against
such liability under Maryland law.  A corporation must report any
indemnification or advance of expenses to a director or officer
arising out of a proceeding by or in the right of the corporation
to the stockholders of the corporation.

    The Company maintains director and officer liability
insurance.  The scope of such insurance is essentially the same
as the indemnification provisions outlined above.  

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

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

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

              (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  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 242(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% 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 (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

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

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

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

    2.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

    4.   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Glen Burnie, State of Maryland,
on February 25, 1998.
                                  
                          GLEN BURNIE BANCORP

                          By: /s/ F. William Kuethe, Jr.
                              -------------------------- 
                              F. William Kuethe, Jr.
                              President and Chief Executive
                              Officer
                              (Duly Authorized Representative)

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

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures                  Title                           Date
----------                  -----                           -----
/s/ F. William Kuethe, Jr.           
------------------------    President and Director          February 25, 1998
F. William Kuethe, Jr.      (Principal Executive Officer)

/s/ John E. Porter
-------------------------   Chief Financial Officer         February 23, 1998
John E. Porter              (Principal Financial Officer)

/s/ Beatrice S. McQuarrie
-------------------------   Assistant Treasurer of the Bank February 25, 1998
Beatrice S. McQuarrie       (Principal Accounting Officer)

/s/ John E. Demyan
-------------------------   Chairman of the Board, Director February 25, 1998
John E. Demyan    
                     
Theodore L. Bertier, Jr.
--------------------------   Director                       February 25, 1998
Theodore L. Bertier, Jr. 

/s/ Shirley E. Boyer
--------------------------   Director                       February 25, 1998
Shirley E. Boyer
/s/ Thomas Clocker
--------------------------   Director                       February 25, 1998
Thomas Clocker

/s/ Alan E. Han
--------------------------   Director                       February 25, 1998
Alan E. Hahn

/s Charles L. Hein
--------------------------   Director                       February 25, 1998
Charles L. Hein

/s/ F. W. Keuthe, III
--------------------------   Director                       February 25, 1998
F. W. Kuethe, III

/s/ Eugene P. Nepa
--------------------------   Director                       February 25, 1998
Eugene P. Nepa

/s/ William N. Scherer, Sr.
--------------------------   Director                       February 25, 1998
William N. Scherer, Sr. 

/s/ Karen Thorwarth
--------------------------   Director                       February 25, 1998
Karen Thorwarth

/s/ Mary L. Wilcox
--------------------------   Director                       February 25, 1998
Mary L. Wilcox
INDEX TO EXHIBITS

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

   5     Opinion of Housley Kantarian & Bronstein, P.C. as to
         the legality of the Common Stock being registered 

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

  23.2   Consent of Trice & Geary LLC

  23.3   Consent of Rowles & Company, LLP

  99.1   The Bank of Glen Burnie Employee Stock Purchase Plan

  99.2   Form of Acceptance of Option