<PAGE>

As filed with the Securities and Exchange Commission on November 21, 2005
                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                  BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------


                                                   COPIES TO:
EDMUND T. LEONARD                                  PAUL M. AGUGGIA, ESQ.
CHAIRMAN AND CHIEF FINANCIAL OFFICER               SCOTT A. BROWN, ESQ.
BV FINANCIAL, INC.                                 MULDOON MURPHY & AGUGGIA LLP
1230 LIGHT STREET                                  5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MD  21230                               WASHINGTON, D.C.  20016
(410) 547-1088                                     (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
====================================================================================================================
     Title of each Class of          Amount            Proposed Maximum       Proposed Maximum         Amount of
        Securities to be              to be           Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)            Share                  Price                  Fee
--------------------------------------------------------------------------------------------------------------------
         <S>                         <C>                   <C>                  <C>                      <C>
          Common Stock
         $.01 par Value              181,447(2)            $8.86(3)             $1,607,621               $190
====================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the BV Financial, Inc. 2005 Equity Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding common stock of BV Financial, Inc. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of options to purchase shares of BV Financial, Inc. common stock
     under the Plan.
(3)  Estimated solely for the purpose of calculating the registration fee. The
     average of the high and low price of the Common Stock as reported on
     November 17, 2005 in accordance with 17 C.F.R. ss.230.457(c).

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


<PAGE>



BV FINANCIAL, INC.

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

ITEMS 1 & 2. The document containing the information for the BV Financial, Inc.
2005 Equity Incentive Plan (the "Plan") specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Said document need not be filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule
428. Said document and the information incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus for the Registration Statement.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (a)   The Corporation's Quarterly Report on Form 10-QSB for the period
ending September 30, 2005 (File No. 000-51014), filed with the SEC on November
14, 2005.

         (b)   The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2005, which includes the consolidated financial statements
as of and for the years ended June 30, 2004 and June 30, 2005, filed with the
SEC on September 28, 2005 (File No. 000-51014).

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

         (d)   All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.


                                       2
<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant (also referred to herein as the "Holding Company") shall
indemnify its directors and employees in accordance with the following provision
from the Registrant's Bylaws:

                                   ARTICLE XI
                                 INDEMNIFICATION

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         5.0      Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
                  the common stock to be issued.
         10.0     BV Financial, Inc. 2005 Equity Incentive Plan(1)
         10.1     Form of Award Agreements
         23.1     Consent of Muldoon Murphy & Aguggia LLP
                  (contained in the opinion included as Exhibit 5.0)
         23.2     Consent of Beard Miller Company LLP
         24.0     Power of Attorney (contained on the signature pages).

-------------------------------
(1)      Incorporated herein by reference to Appendix A in the definitive proxy
         statement (000-51014) filed with the SEC on October 4, 2005.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement unless the information or prospectus required by (i)
                  and (ii) is contained in periodic reports filed by the
                  Registrant pursuant to Section 13(a) or 15(d) of the Exchange
                  Act that are incorporated by reference into this registration
                  statement:


                                       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;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

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

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

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


                                       4

<PAGE>


                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, BV
Financial, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland on November 21, 2005.

                                BV FINANCIAL, INC.


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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
       Name                                   Title                             Date
       ----                                   -----                             ----

<S>                                  <C>                                   <C>
/s/ Edmund T. Leonard                Chairman and Chief Financial          November 21, 2005
-------------------------------      Officer (principal financial
Edmund T. Leonard                    and accounting officer)


/s/ Carolyn M. Mroz                  President, Chief Executive            November 21, 2005
-------------------------------      Officer and Director
Carolyn M. Mroz                      (principal executive officer)


/s/ Brian K. McHale                  Director                              November 21, 2005
--------------------------------
Brian K. McHale



                                       5

<PAGE>


/s/ Anthony J. Narutowicz            Director                              November 21, 2005
--------------------------------
Anthony J. Narutowicz


/s/ Jerry S. Sopher                  Director                              November 21, 2005
--------------------------------
Jerry S. Sopher


/s/ Michael J. Birmingham, III       Director                              November 21, 2005
--------------------------------
Michael J. Birmingham, III


/s/ Daniel J. Gallagher, Jr.         Director                              November 21, 2005
--------------------------------
Daniel J. Gallagher, Jr.


/s/ Edmund J. Kowalewski             Director                              November 21, 2005
--------------------------------
Edmund J. Kowalewski


/s/ Catherine M. Staszak             Director                              November 21, 2005
--------------------------------
Catherine M. Staszak


/s/ Robert R. Kern, Jr.              Director                              November 21, 2005
---------------------------------
Robert R. Kern, Jr.

</TABLE>




                                       6

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                               Sequentially
                                                                                                               Numbered Page
    Exhibit No.        Description                                       Method of Filing                        Location
-------------------    ---------------------------------------------     --------------------------------    ----------------
       <S>             <C>                                               <C>
       5.0             Opinion of Muldoon Murphy & Aguggia LLP           Filed herewith.

       10.0            BV Financial, Inc. 2005 Equity Incentive          Incorporated herein by
                       Plan                                              reference to Appendix A in the
                                                                         definitive proxy statement
                                                                         (000-51014) filed with
                                                                         the SEC on October 4, 2005.

       10.1            Form of Award Agreement                           Filed herewith.

       23.1            Consent of Muldoon Murphy & Aguggia LLP           Contained in the opinion
                                                                         included as Exhibit 5.0.

       23.2            Consent of Beard Miller Company LLP               Filed herewith.

       24.0            Power of Attorney                                 Located on the signature page.

</TABLE>



                                       7
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{"company-data": {"conformed-name": "BV Financial, Inc.", "cik": "0001302387", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "X1", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129849", "film-number": "051217162"}, "business-address": {"street1": "1230 LIGHT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21230", "phone": "410-477-5000"}, "mail-address": {"street1": "7114 NORTH POINT ROAD", "city": "BALTIMORE", "state": "MD", "zip": "21219"}}
As filed with the Securities and Exchange Commission on November 21, 2005
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                  BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------

                                                   COPIES TO:
EDMUND T. LEONARD                                  PAUL M. AGUGGIA, ESQ.
CHAIRMAN AND CHIEF FINANCIAL OFFICER               SCOTT A. BROWN, ESQ.
BV FINANCIAL, INC.                                 MULDOON MURPHY & AGUGGIA LLP
1230 LIGHT STREET                                  5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MD  21230                               WASHINGTON, D.C.  20016
(410) 547-1088                                     (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
====================================================================================================================
     Title of each Class of          Amount            Proposed Maximum       Proposed Maximum         Amount of
        Securities to be              to be           Offering Price Per     Aggregate Offering      Registration
           Registered              Registered(1)            Share                  Price                  Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock
         $.01 par Value              181,447(2)            $8.86(3)             $1,607,621               $190
====================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the BV Financial, Inc. 2005 Equity Incentive Plan (the "Plan") as the
     result of a stock split, stock dividend or similar adjustment to the
     outstanding common stock of BV Financial, Inc. (the "Common Stock")
     pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of options to purchase shares of BV Financial, Inc. common stock
     under the Plan.
(3)  Estimated solely for the purpose of calculating the registration fee. The
     average of the high and low price of the Common Stock as reported on
     November 17, 2005 in accordance with 17 C.F.R. ss.230.457(c).

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

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

ITEMS 1 & 2. The document containing the information for the BV Financial, Inc.
2005 Equity Incentive Plan (the "Plan") specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Said document need not be filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule
428. Said document and the information incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus for the Registration Statement.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

         (a)   The Corporation's Quarterly Report on Form 10-QSB for the period
ending September 30, 2005 (File No. 000-51014), filed with the SEC on November
14, 2005.

         (b)   The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2005, which includes the consolidated financial statements
as of and for the years ended June 30, 2004 and June 30, 2005, filed with the
SEC on September 28, 2005 (File No. 000-51014).

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

         (d)   All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant (also referred to herein as the "Holding Company") shall
indemnify its directors and employees in accordance with the following provision
from the Registrant's Bylaws:

                                   ARTICLE XI
                                 INDEMNIFICATION

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

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

         List of Exhibits (filed herewith unless otherwise noted):

         5.0      Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
                  the common stock to be issued.
         10.0     BV Financial, Inc. 2005 Equity Incentive Plan(1)
         10.1     Form of Award Agreements
         23.1     Consent of Muldoon Murphy & Aguggia LLP
                  (contained in the opinion included as Exhibit 5.0)
         23.2     Consent of Beard Miller Company LLP
         24.0     Power of Attorney (contained on the signature pages).

-------------------------------
(1)      Incorporated herein by reference to Appendix A in the definitive proxy
         statement (000-51014) filed with the SEC on October 4, 2005.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement unless the information or prospectus required by (i)
                  and (ii) is contained in periodic reports filed by the
                  Registrant pursuant to Section 13(a) or 15(d) of the Exchange
                  Act that are incorporated by reference into this registration
                  statement:

                                       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;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

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

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

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

                                       4
SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, BV
Financial, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland on November 21, 2005.

                                BV FINANCIAL, INC.

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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                   Title                             Date
       ----                                   -----                             ----
/s/ Edmund T. Leonard                Chairman and Chief Financial          November 21, 2005
-------------------------------      Officer (principal financial
Edmund T. Leonard                    and accounting officer)

/s/ Carolyn M. Mroz                  President, Chief Executive            November 21, 2005
-------------------------------      Officer and Director
Carolyn M. Mroz                      (principal executive officer)

/s/ Brian K. McHale                  Director                              November 21, 2005
--------------------------------
Brian K. McHale

                                       5
/s/ Anthony J. Narutowicz            Director                              November 21, 2005
--------------------------------
Anthony J. Narutowicz

/s/ Jerry S. Sopher                  Director                              November 21, 2005
--------------------------------
Jerry S. Sopher

/s/ Michael J. Birmingham, III       Director                              November 21, 2005
--------------------------------
Michael J. Birmingham, III

/s/ Daniel J. Gallagher, Jr.         Director                              November 21, 2005
--------------------------------
Daniel J. Gallagher, Jr.

/s/ Edmund J. Kowalewski             Director                              November 21, 2005
--------------------------------
Edmund J. Kowalewski

/s/ Catherine M. Staszak             Director                              November 21, 2005
--------------------------------
Catherine M. Staszak

/s/ Robert R. Kern, Jr.              Director                              November 21, 2005
---------------------------------
Robert R. Kern, Jr.
6
EXHIBIT INDEX
                                                        -------------

                                                                                                               Sequentially
                                                                                                               Numbered Page
    Exhibit No.        Description                                       Method of Filing                        Location
-------------------    ---------------------------------------------     --------------------------------    ----------------
5.0             Opinion of Muldoon Murphy & Aguggia LLP           Filed herewith.

       10.0            BV Financial, Inc. 2005 Equity Incentive          Incorporated herein by
                       Plan                                              reference to Appendix A in the
                                                                         definitive proxy statement
                                                                         (000-51014) filed with
                                                                         the SEC on October 4, 2005.

       10.1            Form of Award Agreement                           Filed herewith.

       23.1            Consent of Muldoon Murphy & Aguggia LLP           Contained in the opinion
                                                                         included as Exhibit 5.0.

       23.2            Consent of Beard Miller Company LLP               Filed herewith.

       24.0            Power of Attorney                                 Located on the signature page.
7