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<SEC-DOCUMENT>0000909654-05-002265.txt : 20051121
<SEC-HEADER>0000909654-05-002265.hdr.sgml : 20051121
<ACCEPTANCE-DATETIME>20051121121412
ACCESSION NUMBER:		0000909654-05-002265
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20051121
DATE AS OF CHANGE:		20051121
EFFECTIVENESS DATE:		20051121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BV Financial, Inc.
		CENTRAL INDEX KEY:			0001302387
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			X1
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-129849
		FILM NUMBER:		051217162

	BUSINESS ADDRESS:	
		STREET 1:		1230 LIGHT STREET
		CITY:			BALTIMORE
		STATE:			MD
		ZIP:			21230
		BUSINESS PHONE:		410-477-5000

	MAIL ADDRESS:	
		STREET 1:		7114 NORTH POINT ROAD
		CITY:			BALTIMORE
		STATE:			MD
		ZIP:			21219
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>bvfinancials8nov-05.txt
<TEXT>
<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.0
<SEQUENCE>2
<FILENAME>bvfinancials8nov-05ex5.txt
<TEXT>
<PAGE>


                   [MULDOON MURPHY & AGUGGIA LLP LETTERHEAD]




                                November 18, 2005



Board of Directors
BV Financial, Inc.
1230 Light Street
Baltimore, Maryland  21230

         Re:      BV Financial, Inc. 2005 Equity Incentive Plan

Board Members:

         We have been requested by BV Financial, Inc., a Federal corporation
(the "Company"), to issue our opinion in connection with the registration of
181,447 shares of the Company's common stock (the "Registration"), par value
$.01 per share (the "Shares"). The Registration covers 181,447 Shares that may
be issued as awards under the BV Financial, Inc. 2005 Equity Incentive Plan (the
"Plan"). The Plan provides that no more than 129,605 Shares may be issued upon
the exercise of stock options and no more than 51,842 Shares may be issued upon
the grant of restricted stock. The Registration is being effected on Form S-8
under the Securities Act of 1933, as amended.

         We have made such legal and factual examinations and inquiries as we
have deemed advisable for the purpose of rendering this opinion. In our
examination, we have assumed and have not verified (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as originals,
(iii) the conformity with the originals of all documents supplied to us as
copies, and (iv) the accuracy and completeness of all corporate records and
documents and of all certificates and statements of fact, in each case given or
made available to us by the Company or its subsidiary.

         Based on the foregoing and limited in all respects to Federal law, it
is our opinion that the shares reserved for issuance under the Plan are duly
authorized and, with respect to shares of Company common stock issuable upon the
exercise of stock options granted or to be granted under the Plan, upon payment
for and issuance of the common stock upon exercise of such stock options, and,
with respect to the awards of restricted stock under the Plan, upon issuance of
such shares of stock in the manner described in the Plan, such shares will be
validly issued, fully paid and nonassessable.



<PAGE>


Board of Directors
November 18, 2005
Page 2



         We note that, although certain portions of the Registration Statement
on Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation, to the financial
statements or schedules or the other financial information or data included
therein.

         We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel"
therein.


                                    Very truly yours,


                                    /s/ Muldoon Murphy & Aguggia LLP
                                    --------------------------------
                                    MULDOON MURPHY & AGUGGIA LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>bvfinancials8nov05ex10-1.txt
<TEXT>
<PAGE>


                                     FORM OF

                        RESTRICTED STOCK AWARD AGREEMENT
              FOR THE BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN


This Award Agreement is provided to _______________ (the "Participant") by BV
Financial, Inc. (the "Company") as of ___________, the date the Compensation
Committee awarded the Participant restricted Shares pursuant to the BV
Financial, Inc. 2005 Equity Incentive Plan (the "2005 Plan"), subject to the
terms and conditions of the 2005 Plan and this Award Agreement:

         1.   NUMBER OF SHARES SUBJECT
              TO YOUR RESTRICTED STOCK AWARD:    _________ Shares (subject to
                                                 adjustment as may be necessary
                                                 pursuant to Section 11 of the
                                                 2005 Plan).

         2.   GRANT DATE:  _________

Unless sooner vested in accordance with Section 3 of the Terms and Conditions
(attached hereto) or otherwise in the discretion of the Committee, the
restrictions imposed under Section 2 of the Terms and Conditions will expire as
to the following percentage of the Shares awarded hereunder, on the following
respective dates; provided that Participant is then still employed by or in
service with the Company or any of its subsidiaries:

        Percentage of             Number of Shares
       Shares Vesting                 Vesting                Vesting Date
       --------------                 -------                ------------
           _____                       _____                     _____
           _____                       _____                     _____
           _____                       _____                     _____
           _____                       _____                     _____

         IN WITNESS WHEREOF, BV Financial, Inc., acting by and through the
Compensation Committee of the Board of Directors of the Company, has caused this
Award Agreement to be executed as of the Grant Date.

                                     BV FINANCIAL, INC.



                                     By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee

ACCEPTED BY PARTICIPANT:



- ----------------------------------
[           ]


- ---------------------------
Date


<PAGE>


TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying a
         Participant's Restricted Stock Award are stated on page 1 of this Award
         Agreement. Capitalized terms used herein and not otherwise defined
         shall have the meanings assigned to such terms in the 2005 Plan.

2.       RESTRICTIONS. The unvested Shares underlying a Participant's Restricted
         Stock Award are subject to the following restrictions ("Restricted
         Shares") until they expire or terminate.

         (a)   Restricted Shares may not be sold, transferred, exchanged,
               assigned, pledged, hypothecated or otherwise encumbered.

         (b)   If a Participant's employment or service with the Company or any
               Affiliate terminates for any reason other than as set forth in
               paragraph (b) of Section 3 hereof, then the Participant forfeits
               all of his rights, title and interest in and to the Restricted
               Shares as of the date of termination, and such Restricted Shares
               shall revert to the Company under the terms of the 2005 Plan.

         (c)   Restricted Shares are subject to the vesting schedule set forth
               on page 1 of this Award Agreement.

3.       EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
         under Section 2 will expire on the earliest to occur of the following
         (the period prior to such expiration being referred to herein as the
         "Restricted Period"):

         (a)   As to the percentages of the Shares specified on page 1 of this
               Award Agreement, on the respective dates specified on page 1;
               provided the Participant is then still employed by or in service
               of the Company or an Affiliate; or

         (b)   Termination of a Participant's employment by reason of death or
               Disability; or

         (c)   A Change in Control.

4.       DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
         PAGE 1), the 2005 Plan Trustee will distribute the Shares (and
         accumulated dividends and earnings, if any) in accordance with the
         instructions it receives from the Participant.

5.       VOTING AND DIVIDEND RIGHTS. A Participant, as beneficial owner of the
         Shares, shall have full voting and dividend rights with respect to the
         Shares during and after the Restricted Period. If a Participant
         forfeits any rights he or she may have under this Award Agreement in
         accordance with Section 2, the Participant shall no longer have any
         rights as a shareholder with respect to the Restricted Shares or any
         interest therein and the Participant shall no longer be entitled to
         receive dividends on such Shares.


                                       2

<PAGE>


6.       CHANGES IN CAPITAL  STRUCTURE.  In the event of a corporate  event or
         transaction involving the Company (including, without limitation, any
         stock dividend, stock split, extraordinary cash dividend,
         recapitalization, reorganization, merger, consolidation, split-up,
         spin-off, combination or exchange of shares), the Committee may adjust
         this award to preserve the benefits or potential benefits of this
         award. Without limiting the foregoing, in the event of a subdivision of
         the outstanding Stock (stock-split), a declaration of a dividend
         payable in Stock, or a combination or consolidation of the outstanding
         Stock into a lesser number of Shares, the Shares then subject to this
         Award Agreement shall automatically be adjusted proportionately.

7.       NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement shall
         interfere with or limit in any way the right of the Company or any
         Affiliate to terminate a Participant's employment or service at any
         time, nor confer upon a Participant any right to continue in the employ
         or service of the Company or any Affiliate.

8.       PAYMENT OF TAXES. A Participant  may make an election to be taxed upon
         his or her Restricted Stock Award under Section 83(b) of the Code
         within 30 days of the Grant Date. If an 83(b) Election is not made,
                                           --------------------------------
         upon vesting of the Restricted Stock Award the Committee is entitled to
         require as a condition of delivery: (i) that the Participant remit an
         amount sufficient to satisfy any and all federal, state and local (if
         any) tax withholding requirements and employment taxes (I.E., FICA and
         FUTA), (ii) that the withholding of such sums come from compensation
         otherwise due to the Participant or from Shares due to the Participant
         under the 2005 Plan, or (iii) any combination of the foregoing. Any
         withholding shall comply with Rule 16b-3 or any amendments or
         successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND
         NOT SUBJECT TO TAX WITHHOLDING.

9.       PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the Plan and the provisions of this Agreement, the provisions of the
         Plan shall be controlling and determinative.

10.      SEVERABILITY. If any one or more of the provisions contained in this
         Agreement is deemed to be invalid, illegal or unenforceable, the other
         provisions of this Agreement will be construed and enforced as if the
         invalid, illegal or unenforceable provision had never been included.

11.      NOTICE. Notices and communications under this Agreement must be in
         writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           BV Financial, Inc.
                           1230 Light Street
                           Baltimore, Maryland  21230
                           Attn:   Edmund T. Leonard

                                       3
<PAGE>


         or any other address designated by the Company in a written notice to
         Participant. Notices to Participant will be directed to the address of
         Participant then currently on file with the Company, or at any other
         address given by Participant in a written notice to the Company.

12.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.




                                       4

<PAGE>


                                     FORM OF

                     INCENTIVE STOCK OPTION AWARD AGREEMENT
              FOR THE BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN

This Award Agreement is provided to ________________ (the "Participant") by BV
Financial, Inc. (the "Company") as of _________, the date the Compensation
Committee granted the Participant the right and option to purchase Shares
pursuant to the BV Financial, Inc. 2005 Equity Incentive Plan (the "2005 Plan"),
subject to the terms and conditions of the 2005 Plan and this Award Agreement:

         1.   OPTION GRANT:                You have been granted an INCENTIVE
                                           STOCK OPTION (referred to in this
                                           Agreement as your "Option").
         2.   NUMBER OF SHARES
              SUBJECT TO YOUR OPTION:      ___________  Shares  (subject to
                                           adjustment as may be necessary
                                           pursuant to Section 11 of the 2005
                                           Plan).

         3.   GRANT DATE:                  ___________

         4.   EXERCISE PRICE:              You may purchase Shares covered by
                                           your Option at a price of $_______
                                           per share.

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
<TABLE>
<CAPTION>
      Continuous Status              Percentage of           Number of Shares
      as a Participant              Option Vested/            Available for
      after Grant Date             Number of Shares             Exercise           Vesting Date
      ----------------             ----------------             --------           ------------
      <S>                                <C>                      <C>                  <C>
      Less than 1 year                   _____                    _____              ______
           1 year                        _____                    _____              ______
           2 years                       _____                    _____              ______
           3 years                       _____                    _____              ______
           4 years                       _____                    _____              ______
           5 years                       _____                    _____              ______
</TABLE>

         IN WITNESS WHEREOF, BV Financial, Inc. acting by and through, has
         caused this Award Agreement to be executed.

                                     BV FINANCIAL, INC.


ACCEPTED BY PARTICIPANT:             By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee


- --------------------------
[              ]


- --------------------------
Date


<PAGE>


TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such 2005 Plan. The Company intends this grant to
         qualify as an Incentive Stock Option.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the schedule shown on page 1 of this Award Agreement.
         Notwithstanding the vesting schedule on page 1, the Option will also
         vest and become exercisable:

         (a)      Upon a Participant's death or Disability during his or her
                  Continuous Status as a Participant; or

         (b)      Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         Options will lapse prior to the Expiration Date upon the earliest to
         occur of the following circumstances:

         (a)      Three (3) months after the termination of the Participant's
                  Continuous Status as a Participant for any reason other than
                  by reason of the Participant's death or Disability.

         (b)      Twelve (12) months after termination of the Participant's
                  Continuous Status as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of the Participant's death,
                  if Participant dies while employed, or during the three-month
                  period described in subsection (a) above or during the
                  twelve-month period described in subsection (b) above and
                  before the Options otherwise lapse. Upon the Participant's
                  death, the Options may be exercised by Participant's
                  beneficiary designated pursuant to the Plan.

         (d)      At the end of the remaining original term of the Option if the
                  Participant's employment is involuntarily or constructively
                  terminated within twelve (12) months of a Change in Control.
                  Options exercised after three (3) months from the
                  Participant's termination of employment will be treated as
                  Non-Statutory Stock Options for tax purposes.

         The Committee may, prior to the lapse of the Options under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise the Options as determined by the Committee
         in writing. If the Participant returns to employment with the Company
         during the designated post-termination exercise period, then the
         Participant shall be restored to the status the Participant held prior


                                       2

<PAGE>

         to such termination but no vesting credit will be earned for any period
         the Participant was not in Continuous Status as a Participant. If the
         Participant or his or her beneficiary exercises an Option after
         termination of service, the Options may be exercised only with respect
         to the Shares that were otherwise vested on the Participant's
         termination of service.

4.       EXERCISE OF OPTION. A Participant may exercise his or her Option
         by providing:

         (a)    a written notice of intent to exercise to Edmund T. Leonard at
                the address and in the form specified by the Compensation
                Committee of the Board of Directors of the Company from time to
                time; and

         (b)    payment to the Company in full for the Shares subject to such
                exercise (unless the exercise is a cash-less exercise. Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or a "cash-less exercise" (if permitted by the Committee).

5.       BENEFICIARY DESIGNATION.  A Participant may, in the manner determined
         by the Committee, designate a beneficiary to exercise his or her rights
         hereunder and to receive any distribution with respect to the Options
         upon his or her death. A beneficiary, legal guardian, legal
         representative, or other person claiming any rights hereunder is
         subject to all terms and conditions of this Award Agreement and the
         2005 Plan, and to any additional restrictions deemed necessary or
         appropriate by the Committee. If no beneficiary has been designated or
         survives the Participant, the Options may be exercised by the legal
         representative of the Participant's estate, and payment shall be made
         to the Participant's estate. Subject to the foregoing, a beneficiary
         designation may be changed or revoked by the Participant at any time
         provided the change or revocation is filed with the Company.

6.       WITHHOLDING.

         (a)   EXERCISE OF INCENTIVE
               STOCK OPTION:
                                            Under this Award Agreement, there
                                            are no regular federal or state
                                            income or employment tax liabilities
                                            upon the exercise of an Incentive
                                            Stock Option (SEE INCENTIVE STOCK
                                            OPTION HOLDING PERIOD), although the
                                            excess, if any, of the Fair Market
                                            Value of the shares of Common Stock
                                            on the date of exercise over the
                                            Option Price will be treated as
                                            income for alternative minimum tax
                                            ("AMT") purposes and may subject you
                                            to AMT in the year of exercise.
                                            Please check with your tax advisor.

         (b)   DISQUALIFYING DISPOSITION:

                                            In the event of a disqualifying
                                            disposition (described below), you
                                            may be required to pay BV Financial,

                                       3

<PAGE>

                                            Inc. or its Affiliates (based on the
                                            federal and state regulations in
                                            place at the time of exercise) an
                                            amount sufficient to satisfy all
                                            federal, state and local tax
                                            withholding.

         (c)   INCENTIVE STOCK OPTION
               HOLDING PERIOD:
                                            In order to receive Incentive Stock
                                            Option tax treatment under Section
                                            422 of the Code, you may not dispose
                                            of shares acquired under an
                                            Incentive Stock Option Award (i) for
                                            two (2) years from the Date of Grant
                                            and (ii) for one (1) year after the
                                            date you exercise your Incentive
                                            Stock Option. YOU MUST NOTIFY THE
                                            COMPANY WITHIN TEN (10) DAYS OF AN
                                            EARLY DISPOSITION OF COMMON STOCK
                                            (I.E., A "DISQUALIFYING
                                            DISPOSITION").

7.       LIMITATION OF RIGHTS. The Options do not confer to the Participant or
         the Participant's beneficiary designated pursuant to Paragraph 5 any
         rights of a shareholder of the Company unless and until Shares are in
         fact issued to such person in connection with the exercise of the
         Options. Nothing in this Award Agreement shall interfere with or limit
         in any way the right of the Company or any Affiliate to terminate the
         Participant's service at any time, nor confer upon the Participant any
         right to continue in the service of the Company or any Affiliate.

8.       STOCK RESERVE. The Company shall at all times during the term of this
         Award Agreement reserve and keep available such number of Shares as
         will be sufficient to satisfy the requirements of this Award Agreement.

9.       RESTRICTIONS ON TRANSFER AND PLEDGE.  No right or interest of the
         Participant in the Options may be pledged, encumbered, or hypothecated
         to or in favor of any party other than the Company or an Affiliate, or
         shall be subject to any lien, obligation, or liability of the
         Participant to any other party other than the Company or an Affiliate.
         The Options are not assignable or transferable by the Participant other
         than by will or the laws of descent and distribution or pursuant to a
         domestic relations order that would satisfy Section 414(p)(1)(A) of the
         Code if such Section applied to an Option under the 2005 Plan;
         provided, however, that the Committee may (but need not) permit other
         transfers. The Options may be exercised during the lifetime of the
         Participant only by the Participant or any permitted transferee.

10.      PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2005 Plan and the provisions of this Award Agreement, the
         provisions of the 2005 Plan shall be controlling and determinative.


                                       4

<PAGE>


11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.

12.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been
         included.

13.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           BV Financial, Inc.
                           1230 Light Street
                           Baltimore, Maryland  21230
                           Attn:   Edmund T. Leonard

         or any other address designated by the Company in a written notice to
         the Participant. Notices to the Participant will be directed to the
         address of Participant then currently on file with the Company, or at
         any other address given by Participant in a written notice to the
         Company.



                                       5

<PAGE>

                                     FORM OF

                   NON-STATUTORY STOCK OPTION AWARD AGREEMENT
              FOR THE BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN

This Award Agreement is provided to _______________ (the "Participant") by BV
Financial, Inc. (the "Company") as of _________, the date the Compensation
Committee granted the Participant the right and option to purchase Shares
pursuant to the BV Financial, Inc. 2005 Equity Incentive Plan (the "2005 Plan"),
subject to the terms and conditions of the 2005 Plan and this Award Agreement:

         1.   OPTION GRANT:              You have been granted a NON-STATUTORY
                                         STOCK OPTION (referred to in this
                                         Agreement as your "Option"). Your
                                         Option is NOT intended to qualify as an
                                         "incentive stock option" under Section
                                         422 of the Internal Revenue Code of
                                         1986, as amended.
         2.   NUMBER OF SHARES
              SUBJECT TO YOUR OPTION:    ________  Shares (subject to adjustment
                                         as may be necessary pursuant to Section
                                         11 of the 2005 Plan).

         3.   GRANT DATE:                ________

         4.   EXERCISE PRICE:            You may purchase Shares covered by your
                                         Option at a price of $______ per share.

         Unless sooner vested in accordance with Section 2 of the Terms and
         Conditions (attached hereto) or otherwise in the discretion of the
         Committee, the Options shall vest (become exercisable) in accordance
         with the following schedule:
<TABLE>
<CAPTION>

             Continuous Status
             as a Participant               Percentage of            Number of Shares
             after Grant Date               Option Vested         Available for Exercise    Vesting Date
             ----------------               -------------         ----------------------    ------------
             <S>                                <C>                        <C>                  <C>
             Less than 1 year                   _____                      _____                _____
                  1 year                        _____                      _____                _____
                  2 years                       _____                      _____                _____
                  3 years                       _____                      _____                _____
                  4 years                       _____                      _____                _____
                  5 years                       _____                      _____                _____
</TABLE>

         IN WITNESS WHEREOF, BV Financial, Inc., acting by and through the
         Compensation Committee of the Board of Directors of the Company, has
         caused this Award Agreement to be executed.

                                     BV FINANCIAL, INC.


ACCEPTED BY PARTICIPANT:             By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee


- --------------------------
[            ]

- --------------------------
Date


<PAGE>


TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2005 Plan.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the schedule shown on page 1 of this Award Agreement.
         Notwithstanding the vesting schedule on page 1, the Option will also
         vest and become exercisable:

         (a)      Upon a Participant's death or Disability during his or her
                  Continuous Status as a Participant; or

         (b)      Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         Options will lapse prior to the Expiration Date upon the earliest to
         occur of the following circumstances:

         (a)      Three (3) months after the termination of the Participant's
                  Continuous Status as a Participant for any reason other than
                  by reason of the Participant's death or Disability.

         (b)      Twelve (12) months after termination of the Participant's
                  Continuous Status as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of the Participant's death,
                  if the Participant dies while employed, or during the
                  three-month period described in subsection (a) above or during
                  the twelve-month period described in subsection (b) above and
                  before the Options otherwise lapse. Upon the Participant's
                  death, the Options may be exercised by the Participant's
                  beneficiary designated pursuant to the 2005 Plan.

         (d)      At the end of the remaining original term of the Option if the
                  Participant's employment is involuntarily or constructively
                  terminated within twelve (12) months of a Change in Control.

         The Committee may, prior to the lapse of the Options under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise the Options as determined by the Committee
         in writing and subject to federal regulations. If the Participant
         returns to employment with the Company during the designated
         post-termination exercise period, then the Participant shall be
         restored to the status the Participant held prior to such termination
         but no vesting credit will be earned for any period the Participant was
         not in Continuous Status as a Participant. If the Participant or his or


                                        2

<PAGE>


         her beneficiary exercises an Option after termination of service, the
         Options may be exercised only with respect to the Shares that were
         otherwise vested on the Participant's termination of service.

4.       EXERCISE OF OPTION. A Participant may exercise his or her Option by
         providing:

         (a)      a written notice of intent to exercise to Edmund T. Leonard at
                  the address and in the form specified by the Compensation
                  Committee of the Board of Directors of the Company from time
                  to time; and

         (b)      payment to the Company in full for the Shares subject to such
                  exercise (unless the exercise is a cash-less exercise).
                  Payment for such Shares can be made in cash, Company common
                  stock ("stock swap"), a combination of cash and Company common
                  stock or a "cash-less exercise" (if permitted by the
                  Committee).

5.       BENEFICIARY DESIGNATION.  A Participant may, in a manner determined by
         the Committee, designate a beneficiary to exercise his or her rights
         hereunder and to receive any distribution with respect to the Options
         upon his or her death. A beneficiary, legal guardian, legal
         representative, or other person claiming any rights hereunder is
         subject to all terms and conditions of this Award Agreement and the
         2005 Plan, and to any additional restrictions deemed necessary or
         appropriate by the Committee. If no beneficiary has been designated or
         survives the Participant, the Options may be exercised by the legal
         representative of the Participant's estate, and payment shall be made
         to the Participant's estate. Subject to the foregoing, a beneficiary
         designation may be changed or revoked by the Participant at any time
         provided the change or revocation is filed with the Company.

6.       WITHHOLDING. The Company or any employer Affiliate has the authority
         and the right to deduct or withhold, or require the Participant to
         remit to the Company, an amount sufficient to satisfy federal, state,
         and local (if any) withholding taxes and employment taxes (I.E., FICA
         and FUTA). OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE
         NOT SUBJECT TO TAX WITHHOLDING.

7.       LIMITATION OF RIGHTS. The Options do not confer to the Participant or
         the Participant's beneficiary designated pursuant to Paragraph 5 any
         rights of a shareholder of the Company unless and until Shares are in
         fact issued to such person in connection with the exercise of the
         Options. Nothing in this Award Agreement shall interfere with or limit
         in any way the right of the Company or any Affiliate to terminate the
         Participant's employment at any time, nor confer upon the Participant
         any right to continue in the service of the Company or any Affiliate.

8.       RESTRICTIONS ON TRANSFER AND PLEDGE.  No right or interest of the
         Participant in the Options may be pledged, encumbered, or hypothecated
         to or in favor of any party other than the Company or an Affiliate, or
         shall be subject to any lien, obligation, or liability of the
         Participant to any other party other than the Company or an Affiliate.
         The Options are not assignable or transferable by the Participant other

                                       3

<PAGE>


         than by will or the laws of descent and distribution or pursuant to a
         domestic relations order that would satisfy Section 414(p)(1)(A) of the
         Code if such Section applied to an Option under the 2005 Plan;
         provided, however, that the Committee may (but need not) permit other
         requested transfers. The Options may be exercised during the lifetime
         of the Participant only by the Participant or any permitted transferee.

9.       PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2005 Plan and the provisions of this Award Agreement, the
         provisions of the 2005 Plan shall be controlling and determinative.

10.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.

11.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been
         included.

12.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           BV Financial, Inc.
                           1230 Light Street
                           Baltimore, Maryland  21230
                           Attn:   Edmund T. Leonard

         or any other address designated by the Company in a written notice to
         the Participant. Notices to the Participant will be directed to the
         address of Participant then currently on file with the Company, or at
         any other address given by Participant in a written notice to the
         Company.

13.      STOCK RESERVE. The Company shall at all times during the term of this
         Agreement reserve and keep available such number of Shares as will be
         sufficient to satisfy the requirements of this Agreement.


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>bvfinancials8nov05ex23-2.txt
<TEXT>






                       CONSENT OF BEARD MILLER COMPANY LLP


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated September 8, 2005 relating to the consolidated
financial statements of BV Financial, Inc., appearing in the Annual Report on
Form 10-KSB of BV Financial, Inc. for the year ended June 30, 2005.


/s/ Beard Miller Company LLP

Baltimore, Maryland
November 16, 2005

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
