<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>gbb9300110q.txt
<DESCRIPTION>GLEN BURNIE BANCORP 9-30-01 10-Q
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly period ended September 30, 2001

                                       OR
          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-24047


                              GLEN BURNIE BANCORP

             (Exact name of registrant as specified in its charter)

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

101 Crain Highway, S.E.
Glen Burnie, Maryland                                               21061
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (410) 766-3300

                                  Inapplicable
              (Former name, former address and former fiscal year
                         if changed from last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X   No
                                      ---    ---

At November 6, 2001, the number of shares outstanding of the registrant's common
stock was 1,657,076.





<PAGE>

                                TABLE OF CONTENTS




Part I - Financial Information                                              Page
                                                                            ----

Item 1. Financial Statements:
-------

        Condensed Consolidated Balance Sheets,
        September 30, 2001 (unaudited) and December 31, 2000 (audited)        3

        Condensed Consolidated Statements of Income for the Three
        And Nine Months Ended September 30, 2001 and 2000 (unaudited)4

        Condensed Consolidated Statements of Comprehensive Income
        for the Three and Nine Months Ended September 30, 2001 and
        2000 (unaudited)                                                      5

        Condensed Consolidated Statements of Cash Flows for the Nine
        Months Ended September 30, 2001 and 2000 (unaudited)                  6

        Notes to Unaudited Condensed Consolidated Financial Statements        7

Item 2. Management's Discussion and Analysis of Financial Condition
-------
        and Results of Operations                                             9

Item 3. Quantitative And Qualitative Disclosure About Market Risk            13
-------



Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K                                     14
-------





<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
        --------------------

                      GLEN BURNIE BANCORP AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  September 30, 2001      December 31,
                                                                                  ------------------      ------------
                                    ASSETS                                           (unaudited)              2000
                                                                                                              ----

<S>                                                                                      <C>                 <C>
Cash and due from banks                                                                  $9,620              $ 9,559
Interest-bearing deposits in other financial institutions                                 4,446                   51
Federal funds sold                                                                        5,879                5,899
                                                                                       --------             --------
       Cash and cash equivalents                                                        $19,945              $15,509
Certificates of deposit in other financial institutions                                     100                  100
Investment securities available for sale, at fair value                                  37,859               21,309
Investment securities held to maturity, at cost
   (fair value September 30: $21,088 December 31: $31,019)                               20,532               31,286
Federal Home Loan Bank stock, at cost                                                       652                  652
Common Stock in the Glen Burnie Statutory Trust I                                           155                  155
Loans, less allowance for credit losses
   (September 30: $3,020; December 31: $3,385)                                          167,397              162,374
Premises and equipment, at cost, less accumulated depreciation                            4,025                4,268
Other real estate owned                                                                     481                  484
Other assets                                                                              3,063                3,074
                                                                                       --------             --------
                   Total assets                                                        $254,209             $239,211
                                                                                       ========             ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits                                                                               $219,956             $205,968
Short-term borrowings                                                                       826                  488
Long-term borrowings                                                                      7,280                7,297
Other liabilities                                                                         2,670                3,122
                                                                                       --------             --------
                  Total liabilities                                                    $230,732             $216,875
                                                                                       --------             --------

Guaranteed preferred beneficial interests in Glen Burnie Bancorp
   junior subordinated debentures                                                         5,155                5,155
                                                                                       --------             --------

STOCKHOLDERS' EQUITY:
Common stock, par value $1, authorized 15,000,000 shares;
   Issued and outstanding: September 30: 1,657,076 shares;
   December 31: 1,110,049 shares                                                        $ 1,657              $ 1,110
Surplus                                                                                  10,306               10,374
Retained earnings                                                                         5,991                5,544
Accumulated other comprehensive income                                                      368                  153
                                                                                       --------             --------
                   Total stockholders' equity                                            18,322               17,181
                                                                                       --------             --------
                   Total liabilities and stockholders' equity                          $254,209             $239,211
                                                                                       ========             ========

     See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>






                      GLEN BURNIE BANCORP AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in Thousands, Except Per Share Amounts)
                                  (Unaudited)
<TABLE>

<CAPTION>
                                                               Three Months Ended September 30  Nine Months Ended September 30
                                                               -------------------------------  ------------------------------
                                                                      2001           2000             2001           2000
                                                                      ----           ----             ----           ----
Interest income on:
<S>                                                                 <C>            <C>              <C>           <C>
   Loans, including fees                                            $3,336         $3,363           $9,871        $10,054
   U.S. Treasury and U.S. Government agency securities                 567            677            1,860          2,017
   State and Municipal securities                                      209             32              500             45
   Other                                                               185             69              660            172
                                                                    ------         ------           ------        -------
       Total interest income                                         4,297          4,141           12,891         12,288
                                                                    ------         ------           ------        -------

Interest expense on:
   Deposits                                                          1,346          1,422            4,218          4,124
   Short-term borrowings                                                 4             56               15             90
   Long-term borrowings                                                141              0              322              0
   Junior subordinated debentures                                      136              0              414              0
                                                                    ------         ------           ------        -------
       Total interest expense                                        1,627          1,478            4,969          4,214
                                                                    ------         ------           ------        -------

          Net interest income                                        2,670          2,663            7,922          8,074

Provision for credit losses, net                                         0              0                0              0
                                                                    ------         ------           ------        -------
          Net interest income after provision for credit losses      2,670          2,663            7,922          8,074
                                                                    ------         ------           ------        -------
Other income:
   Service charges on deposit accounts                                 227            237              707            724
   Other fees and commissions                                          152            148              434            464
   Other non-interest income                                             3              1               19             60
   Gains (loss) on investment securities                               137           (26)              184           (26)
   Gain on sale of real estate                                           0              0                0            447
                                                                    ------         ------           ------        -------
       Total other income                                              519            360            1,344          1,669
                                                                    ------         ------           ------        -------

Other expenses:
   Salaries and employee benefits                                    1,346          1,368            4,055          4,141
   Occupancy                                                           160            155              441            468
   Other expenses                                                      800            815            2,687          2,580
                                                                    ------         ------           ------        -------
       Total other expenses                                          2,306          2,338            7,183          7,189
                                                                    ------         ------           ------        -------

Income before income taxes                                             883            685            2,083          2,554

Income tax expense                                                     262            219              583            891
                                                                    ------         ------           ------        -------

Net income                                                          $  621         $  466           $1,500         $1,663
                                                                    ======         ======           ======         ======

Basic and diluted earnings per share of common stock                $ 0.37         $ 0.28           $ 0.91         $ 1.01
                                                                    ======         ======           ======         ======
Weighted average shares of common stock outstanding              1,656,898      1,653,742        1,655,945      1,650,664
                                                                 =========      =========        =========      =========
Dividends declared per share of common stock                        $ 0.10         $ 0.10           $ 0.30         $0.283
                                                                    ======         ======           ======         ======

     See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       4
<PAGE>

                      GLEN BURNIE BANCORP AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                             (Dollars in Thousands)
                                   (Unaudited)

<TABLE>

<CAPTION>
                                                           Three Months Ended               Nine Months Ended
                                                           ------------------               -----------------
                                                              September 30                    September 30
                                                              ------------                    ------------
                                                          2001             2000             2001          2000
                                                          ----             ----             ----          ----

<S>                                                       <C>              <C>            <C>           <C>
Net income                                                $621             $466           $1,500        $1,663

Other comprehensive income (loss), net of tax

  Unrealized gains (losses) securities:

    Unrealized holding gains arising during period         228               82              319            46

    Reclassification adjustment for (gains)
      losses included in net income                        (84)              16             (104)           16
                                                          ----             ----           ------        ------
Comprehensive income                                      $765             $564           $1,715        $1,725
                                                          ====             ====           ======        ======


     See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>


                      GLEN BURNIE BANCORP AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>

<CAPTION>
                                                                                        Nine Months Ended September 30,
                                                                                        -------------------------------
                                                                                           2001                2000
                                                                                           ----                ----

Cash flows from operating activities:
<S>                                                                                      <C>                  <C>
Net income                                                                               $1,500               $1,663
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation, amortization, and accretion                                                316                  881
   Changes in assets and liabilities:
      (Increase) decrease in other assets                                                   (68)                 320
      (Decrease) increase in other liabilities                                              407)                 590
                                                                                        -------              -------

Net cash provided by operating activities                                                 1,341                3,454
                                                                                        -------              -------

Cash flows from investing activities:
    Maturities of available for sale mortgage-backed securities                           3,470                6,700
    Proceeds from disposals of investment securities                                     16,750                1,000
    Purchases of investment securities                                                  (25,407)             (13,595)
    Increase in loans, net                                                               (5,023)             (12,174)
    Purchases of premises and equipment                                                    (388)                (277)
    Purchases of other real estate                                                            3                    0
    Proceeds from sale of other real estate                                                   0                   72
                                                                                        -------              -------

Net cash used by investing activities                                                   (10,595)             (18,274)
                                                                                        -------              -------

Cash flows from financing activities:
    Increase in deposits, net                                                            13,988                7,767
    Increase (decrease) in short-term borrowings                                            338               (1,680)
    Repayment of long-term borrowings                                                       (17)                   0
    Proceeds from long-term borrowings                                                        0                7,000
    Dividends paid                                                                         (547)                (475)
    Common stock dividends reinvested                                                        77                  140
    Issuance of guaranteed preferred beneficial interests in
        Glen Burnie Bancorp junior subordinated debentures                                    0                5,000
    Issuance of common stock                                                                  0                   50
    Repurchase and retirement of common stock                                              (149)                   0
                                                                                        -------              -------

Net cash provided by financing activities                                                13,690               17,802
                                                                                        -------              -------

Increase in cash and cash equivalents                                                     4,436                2,982

Cash and cash equivalents, beginning of year                                             15,509                8,883
                                                                                        -------              -------

Cash and cash equivalents, end of period                                                $19,945              $11,865
                                                                                        =======              =======

     See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       6
<PAGE>


                      GLEN BURNIE BANCORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-Q and, therefore, do not include all
information  and  notes  necessary  for a  complete  presentation  of  financial
position, results of operations, changes in stockholders' equity, and cash flows
in conformity  with  generally  accepted  accounting  principles.  However,  all
adjustments (consisting only of normal recurring accruals) which, in the opinion
of  management,   are  necessary  for  a  fair  presentation  of  the  unaudited
consolidated   financial  statements  have  been  included  in  the  results  of
operations for the three and nine months ended September 30, 2001 and 2000.

     Operating  results for the three and nine month periods ended September 30,
2001 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2001.

NOTE 2 - EARNINGS PER SHARE

     Information   for  net  income  per  share  and  weighted   average  shares
outstanding  for prior periods have been restated to reflect  551,197  shares of
common stock issued in a three for two stock dividend paid in June, 2001.

     Basic  earnings  per share of common  stock are  computed by  dividing  net
earnings by the weighted average number of common shares  outstanding during the
period.  Diluted  earnings per share are  calculated  by  including  the average
dilutive  common stock  equivalents  outstanding  during the  periods.  Dilutive
common equivalent shares consist of stock options, calculated using the treasury
stock method.

NOTE 3 - JUNIOR SUBORDINATED DEBENTURES

     On September 7, 2000, Glen Burnie Statutory Trust I, a Connecticut business
trust newly formed and wholly owned by Glen Burnie Bancorp, issued $5 million of
capital  securities  at 10.6% to  institutional  investors.  The  proceeds  were
upstreamed  to Glen Burnie  Bancorp as junior  subordinated  debt under the same
terms and  conditions.  Glen Burnie  Bancorp has,  through  various  contractual
arrangements,  fully and  unconditionally  guaranteed all of Statutory Trust I's
obligations  with respect to the capital  securities.  These capital  securities
qualify as Tier I capital and are  presented in the  Consolidated  Statements of
Condition as "Guaranteed Preferred Beneficial Interests in Glen Burnie Bancorp's
Junior  Subordinated  Debentures." The sole asset of the Statutory Trust I is $5
million of junior subordinated  debentures issued by Glen Burnie Bancorp.  These
junior subordinated debentures also carry an interest rate of 10.6 percent. Both
the  capital  securities  of  Statutory  Trust  I and  the  junior  subordinated
debentures  of Glen Burnie  Bancorp will mature on  September 7, 2030;  however,
under certain circumstances, the maturity of both may be shortened to a date not
earlier than September 7, 2010.

NOTE 4 - LONG-TERM BORROWINGS

         In September 2000, the Bank secured long-term borrowings which
     consisted  of a $7,000,000  convertible  advance from the Federal Home Loan
Bank of Atlanta. The borrowing has a final maturity of September 29, 2010 and an
interest rate of 5.84%, which is fixed for two years through September 2002. At
that time, the Federal Home Loan Bank of Atlanta has the option of converting
the rate to 3 month LIBOR, however, if converted the borrowing can be prepaid
without penalty. This borrowing is secured by a blanket lien on the bank's
mortgage loan portfolio.

NOTE 5 - SUBSEQUENT EVENT

     On October 18, 2001 a lease termination  agreement was entered into between
the Bank and the landlord of the Bank's former branch location in Ferndale.  The
effect of this  transaction  is expected  to have  minimal  impact on  operating
results in the fourth quarter of 2001.



                                       7
<PAGE>

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 141, "Business Combinations" ("SFAS 141"), Statement of Financial Accounting
Standards No. 142,  "Goodwill and Other  Intangible  Assets"  ("SFAS 142"),  and
Statement of  Financial  Accounting  Standards  No. 143,  "Accounting  for Asset
Retirement   Obligations"   ("SFAS   143").   SFAS  141  requires  all  business
combinations  to be accounted for using the purchase method of accounting and is
effective for all business combinations  initiated after June 30, 2001. SFAS 142
requires goodwill to be tested for impairment under certain  circumstances,  and
written off when  impaired,  rather than being  amortized as previous  standards
required.  SFAS 142 is effective for fiscal years  beginning  after December 15,
2001.  Early  application is permitted for entities with fiscal years  beginning
after March 15, 2001 provided that the first interim period financial statements
have not been  previously  issued.  SFAS 143  requires  that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred if a reasonable  estimate of a fair value can be made. SFAS
143 is effective  for  financial  statements  issued for fiscal years  beginning
after June 15,  2002.  The  adoption  of SFAS 141,  142 and 143 will not have an
effect on the operating results or financial  condition of the Bank in 2001; and
is not expected to have a material impact on the operating  results or financial
condition in 2002.





                                       8
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

RESULTS OF OPERATIONS

     General.  Glen Burnie Bancorp, a Maryland corporation (the "Company"),  and
its subsidiaries, The Bank of Glen Burnie (the "Bank") and GBB Properties, Inc.,
both Maryland  corporations,  and Glen Burnie  Statutory  Trust I, a Connecticut
business trust, had consolidated net income of $621,000 ($0.37 basic and diluted
earnings  per share) for the third  quarter of 2001,  compared to third  quarter
2000  consolidated  net income of $466,000 ($0.28 basic and diluted earnings per
share).  This  increase  was  primarily  due to gains  on  sales  of  investment
securities  during the 2001  period,  compared to losses on sales of  investment
securities during the corresponding 2000 period.  Year-to-date  consolidated net
income for the nine months ended  September 30, 2001 was $1,500,000  ($.91 basic
and diluted earnings per share), compared to $1,663,000 ($1.01 basic and diluted
earnings per share) for the nine months  ended  September  30, 2000.  The higher
consolidated  net income  for the 2000  period  was  primarily  due to a gain of
$447,000  on the sale of a  foreclosed  property  during  the 2000  period.  All
historic  earnings per share figures have been adjusted to reflect the Company's
stock dividend paid on June 21, 2001.

     Net Interest Income.  The Company's  consolidated net interest income prior
to provision for credit losses for the three and nine months ended September 30,
2001 was $2,670,000  and  $7,922,000,  respectively,  compared to $2,663,000 and
$8,074,000,  respectively,  for the same periods in 2000,  an increase of $7,000
(0.3%) for the three month  period,  and a decrease  of $152,000  (1.9%) for the
nine month period. The decrease in net interest income for the nine month period
was  primarily  attributable  to the  interest  expense  on Junior  Subordinated
Debentures and long-term borrowings during the 2001 period,  offset by increased
interest income on state and municipal securities and other investments.

     Interest  income  increased  $156,000  (3.8%)  for the three  months  ended
September  30, 2001 and  increased  $603,000  (4.9%) for the nine  months  ended
September  30,  2001,  compared to the same  periods in 2000.  The  increases in
interest  income were  attributable  to increased  interest  income on state and
municipal  securities and other investments.  Interest income on loans decreased
$27,000  (0.8%) for the three months ended  September  30, 2001,  and  decreased
$183,000  (1.8%) for the nine months ended  September 30, 2001,  compared to the
same periods in 2000.  These  decreases were due to declining  yields on new and
floating rate loans.

     Interest  expense   increased   $149,000  (10.1%)  and  $755,000   (17.9%),
respectively, for the three and nine months ended September 30, 2001 compared to
the 2000  periods.  For both  periods  the  increases  were due to the  interest
expense on long-term borrowings and Junior Subordinated Debentures.

     Net interest margins for the three and nine months ended September 30, 2001
were 5.08% and 5.14%,  respectively,  compared to tax  equivalent  net  interest
margins of 5.19% and 5.42% for the three and nine  months  ended  September  30,
2000, respectively.  The decrease in net interest margins for the three and nine
months  ended  September  30,  2001 were  primarily  due to the  absence  of the
interest income earned in the second quarter of 2000 from  non-accrual  interest
collected on the sale of foreclosed real estate.

     Provision For Credit Losses.  The Company made no additional  provision for
credit losses  during the three and nine month periods ended  September 30, 2001
and 2000.  As of September 30, 2001,  the  allowance  for credit losses  equaled
1,122.68% of non-accrual  and past due loans compared to 837.87% at December 31,
2000 and 771.2% at September  30, 2000.  During the three and nine month periods
ended  September 30, 2001,  the Company  recorded net chargeoffs of $126,000 and
$215,000,  respectively,  compared to $71,000 and $534,000, respectively, in net
recoveries during the corresponding  periods of the prior year. On an annualized
basis,  net chargeoffs for the 2001 period  represent  0.18% of the average loan
portfolio.

     Other  Income.  Other  income  increased  $159,000  (44.2%)  and  decreased
$325,000 (19.5%), respectively, during the three and nine months ended September
30, 2001  compared to the prior year  periods.  The increase for the three month
period was primarily due to gains on investment securities. The decrease for the
nine month  period was  primarily  due to the  absence in the 2001 period of the
2000 period's  gain on the sale of a foreclosed  property,  partially  offset by
gains on investment securities in the 2001 period.



                                       9
<PAGE>

     Other  Expense.  Other  expenses  decreased  by  $32,000  (1.4%) and $6,000
(0.1%), respectively,  during the three and nine months ended September 30, 2001
compared  to the  prior  year  periods.  Included  in  other  expenses  for each
nine-month  period  was a  $131,378  payment  made to First  Mariner  Bancorp in
January 2000 and 2001 pursuant to a standstill agreement.  The Company will make
two additional payments of $131,378 each over the next two years, provided First
Mariner  Bancorp  complies with the  standstill  agreement.  The decreases  were
primarily due to decreases in salary and employee benefit expenses.

     Income  Taxes.  During the three and nine months ended  September 30, 2001,
the Company recorded income tax expense of $262,000 and $583,000,  respectively,
compared to an income tax expense of $219,000 and  $891,000,  respectively,  for
the  corresponding  periods of the prior year. The Company's  effective tax rate
for the three and nine month  periods in 2001 were 29.7% and 28%,  respectively,
compared to 32.0% and 34.9%, respectively, for the prior year periods.

FINANCIAL CONDITION

     General.  The Company's  assets  increased to $254,209,000 at September 30,
2001 from  $239,211,000  at December 31, 2000 primarily due to increases in cash
and cash  equivalents,  total  investment  securities and loans.  The Bank's net
loans totaled  $167,397,000  at September 30, 2001,  compared to $162,374,000 on
December 31, 2000, an increase of $5,023,000  (3.1%).  The increase in loans was
primarily  attributable  to an  increase  in market  demand due to a decrease in
interest rates.

     The  Company's  total  investment   securities  portfolio  (including  both
investment  securities  available  for sale and  investment  securities  held to
maturity)  totaled  $58,391,000  at September  30,  2001,  a  $5,796,000  or 11%
increase  from  $52,595,000  at  December  31,  2000.  The Bank's  cash and cash
equivalents (cash due from banks,  interest-bearing  deposits in other financial
institutions,  and federal  funds  sold),  as of  September  30,  2001,  totaled
$19,945,000,  an increase of $4,436,000 (28.6%) from the December 31, 2000 total
of $15,509,000.  The aggregate market value of investment securities held by the
Bank as of September  30, 2001 was  $58,947,000  compared to  $52,328,000  as of
December 31, 2000, a $6,619,000 (12.6%) increase.

     Deposits  as of  September  30,  2001  totaled  $219,956,000,  which  is an
increase of $13,988.000  (6.8%) from  $205,968,000 at December 31, 2000.  Demand
deposits as of  September  30, 2001 totaled  $51,815,118  which is a decrease of
$1,147,373  (2.2%) from  $52,962,491  at December 31,  2000.  NOW accounts as of
September 30, 2001 totaled $21,334,234 which is an increase of $1,689,349 (8.6%)
from $19,644,885 at December 31, 2000. Money market accounts as of September 30,
2001  totaled  $22,139,443,  which  is an  increase  of  $5,373,053  (32%)  from
$16,766,390  at December 31,  2000.  Savings  deposits as of September  30, 2001
totaled $41,000,884, an increase of $486,354 (1.2%) from $40,514,530 at December
31, 2000. Certificates of deposit over $100,000 totaled $13,895,666 on September
30, 2001, an increase of  $1,899,910  (15.8%) from  $11,995,756  at December 31,
2000. Other time deposits (made up of certificates of deposit less than $100,000
and individual retirement accounts) totaled $69,868,202 on September 30, 2001, a
$5,957,026  (9.3%) increase from the $63,911,176 total at December 31, 2000. The
Company  attributes  the increase in total deposits to outflows of deposits from
mutual funds and the stock market into bank deposits.

     Asset  Quality.  The  following  table  sets forth the amount of the Bank's
restructured  loans,  non-accrual  loans and accruing loans 90 days or more past
due at the dates indicated.


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                      At September 30       At December 31,
                                                                                            2001                 2000
                                                                                            ----                 ----
                                                                                              (Dollars in Thousands)

<S>                                                                                          <C>                 <C>
Restructured loans                                                                           $328                $370
                                                                                             ====                ====
Non-accrual loans:
   Real estate -- mortgage:
     Residential                                                                             $192                $120
     Commercial                                                                                 0                  77
   Real estate - construction                                                                   0                   0
   Installment                                                                                 44                  72
   Credit card & related                                                                        0                   0
   Commercial                                                                                   6                 101
                                                                                             ----                ----
       Total nonaccrual loans                                                                 242                 370
                                                                                             ----                ----
Accruing loans past due 90 days or more: Real estate - mortgage:
     Residential                                                                               27                  34
     Commercial                                                                                 0                   0
   Real estate - construction                                                                   0                   0
   Installment                                                                                  0                   0
   Credit card & related                                                                        0                   0
   Commercial                                                                                   0                   0
   Other                                                                                        0                   0
                                                                                             ----                ----
       Total accruing loans past due 90 days or more                                           27                  34
                                                                                             ----                ----

       Total non-accrual and past due loans                                                  $269                $404
                                                                                             ====                ====

Non-accrual and past due loans to gross loans                                               0.16%               0.24%
                                                                                            =====               =====

Allowance for credit losses to non-accrual and past due loans                           1,122.68%             837.87%
                                                                                        =========             =======
</TABLE>


     At September 30, 2001, there were no loans outstanding not reflected in the
above table as to which known  information  about  possible  credit  problems of
borrowers  caused  management  to have serious  doubts as to the ability of such
borrowers to comply with present loan repayment terms. Such loans would be loans
which were not 90 days or more past due but where the borrower is in  bankruptcy
or has a  history  of  delinquency  or the  loan to value  ratio  is  considered
excessive due to deterioration of the collateral or other factors.

     Allowance For Credit Losses. The allowance for credit losses is established
through a provision  for credit  losses  charged to  expense.  Loans are charged
against the  allowance  for credit  losses  when  management  believes  that the
collectibility of the principal is unlikely. The allowance, based on evaluations
of the collectibility of loans and prior loan loss experience, is an amount that
management believes will be adequate to absorb possible losses on existing loans
that may become  uncollectible.  The evaluations  take into  consideration  such
factors as changes  in the  nature  and  volume of the loan  portfolio,  overall
portfolio  quality,  review of specific  problem  loans,  and  current  economic
conditions and trends that may affect the borrowers' ability to pay.

     Transactions  in the allowance for credit losses  relating to loans for the
nine months ended September 30, 2001 and 2000 were as follows:

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                                                                                  Nine Months Ended
                                                                                                    September 30
                                                                                                    ------------
                                                                                                  2001         2000
                                                                                                  ----         ----
                                                                                                (Dollars in Thousands)

<S>                                                                                              <C>          <C>
Beginning balance                                                                                $3,385       $2,922

Charge-offs                                                                                        (470)        (511)
Recoveries                                                                                          255        1,045
                                                                                                 ------       ------
Net recoveries (charge-offs)                                                                       (215)         534
Provisions charged to operations                                                                   (150)           0
                                                                                                 ------       ------
Ending balance                                                                                    3,020       $3,456
                                                                                                 ======       ======

Average loans                                                                                  $160,821     $156,927
Net recoveries (charge offs) to average loans (annualized)                                        (0.18%)       0.45%
</TABLE>

     Reserve for Unfunded  Commitments.  For the nine months ended September 30,
2001,  the  Bank  had  outstanding   commitments  totaling  $13,418,797.   These
outstanding commitments consisted of letters of credit, undrawn lines of credit,
and other loan  commitments.  During the quarter ended  September 30, 2001,  the
Bank  established  an allowance of $150,000  for unfunded  commitments  which is
included  as part of other  liabilities.  The  following  table shows the Bank's
allowance for credit losses arising from these unfunded commitments:

                                                    (Dollars in Thousands)

Beginning balance                                          $  0

Provisions charged to operations                            150
                                                           ----
Ending balance                                             $150
                                                           ====


LIQUIDITY AND CAPITAL RESOURCES

     The Company  currently has no business other than that of the Bank and does
not currently have any material  funding  commitments.  The Company's  principal
sources of liquidity are cash on hand and dividends  received from the Bank. The
Bank is subject to various regulatory restrictions on the payment of dividends.

     The Bank's  principal  sources of funds for  investments and operations are
net income,  deposits  from its primary  market  area,  principal  and  interest
payments on loans,  interest received on investment securities and proceeds from
maturing  investment  securities.  Its principal funding commitments are for the
origination or purchase of loans and the payment of maturing deposits.  Deposits
are  considered  a primary  source of funds  supporting  the Bank's  lending and
investment activities.

     The Bank's most liquid assets are cash and cash equivalents, which are cash
on  hand,  amounts  due  from  financial   institutions,   federal  funds  sold,
certificates of deposit with other financial  institutions that have an original
maturity of three months or less and money market  mutual  funds.  The levels of
such assets are  dependent on the Bank's  operating,  financing  and  investment
activities  at any  given  time.  The  variations  in  levels  of cash  and cash
equivalents  are  influenced by deposit  flows and  anticipated  future  deposit
flows.   The  Bank's   cash  and  cash   equivalents   (cash  due  from   banks,
interest-bearing  deposits in other  financial  institutions,  and federal funds
sold), as of September 30, 2001, totaled $19,945,000,  an increase of $4,436,000
(28.6%) from the December 31, 2000 total of $15,509,000.

     As of September  30, 2001,  the Bank was permitted to draw on a $28,705,000
line of credit from the FHLB of Atlanta.  Borrowings  under the line are secured
by a floating lien on the Bank's residential mortgage loans. As of September 30,
2001, a $7 million  long-term  convertible  advance was  outstanding  under this


                                       12
<PAGE>

line.  In addition  the Bank has a secured  line of credit in the amount of $5.0
million from another commercial bank on which it has not drawn. Furthermore,  as
of  September  30, 2001,  the Company had  outstanding  $5,155,000  of its 10.6%
Junior  Subordinated  Deferrable  Interest  Debentures  issued  to  Glen  Burnie
Statutory Trust I, a Connecticut statutory trust subsidiary of the Company.

     The Company's stockholders' equity increased $1,141,000 or 6.6%, during the
nine months  ended  September  30,  2001,  due to earnings  which were offset by
dividends paid. The Company's  accumulated other comprehensive  income increased
by $215,000 to $368,000 at September 30, 2001 from $153,000 comprehensive income
at December  31, 2000 as a result of gains in the Bank's  investment  portfolio.
Retained  earnings  increased by $447,000 due to  increased  earnings  offset by
dividends paid. In addition,  $77,233 was transferred to stockholders' equity in
consideration for shares to be issued under the Company's dividend  reinvestment
plan in lieu of cash dividends.

     The Federal  Reserve Board and the FDIC have  established  guidelines  with
respect to the  maintenance  of  appropriate  levels of capital by bank  holding
companies and state non-member banks,  respectively.  The regulations impose two
sets of capital adequacy  requirements:  minimum  leverage rules,  which require
bank  holding  companies  and banks to  maintain a  specified  minimum  ratio of
capital to total  assets,  and  risk-based  capital  rules,  which  require  the
maintenance of specified minimum ratios of capital to "risk-weighted" assets. At
September 30, 2001, the Bank was in full compliance with these guidelines with a
Tier 1 leverage ratio of 8.77%, a Tier 1 risk-based  capital ratio of 12.28% and
a total risk-based capital ratio of 13.54%.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Not applicable.



                                       13
<PAGE>
                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits:

Exhibit No.

3.1     Articles of  Incorporation  (incorporated by reference to Exhibit 3.1 to
        Amendment No. 1 to the  Registrant's  Form 8-A filed  December 27, 2000,
        File No. 0-24047)

3.2     By-Laws  (incorporated  by reference to Exhibit 3.2 to the  Registrant's
        Annual Report on Form 10-K for the Fiscal Year Ended  December 31, 1998,
        File No. 0-24047)

3.3     Articles  Supplementary,   dated  November  16,  2000  (incorporated  by
        reference to Exhibit 3.3 to the Registrant's  Current Report on Form 8-K
        filed December 8, 2000, File No. 0-24047)

4.1     Rights  Agreement,  dated as of February 13,  1998,  between Glen Burnie
        Bancorp and The Bank of Glen  Burnie,  as Rights  Agent,  as amended and
        restated as of December 27, 2000  (incorporated  by reference to Exhibit
        4.1 to Amendment No. 1 to the  Registrant's  Form 8-A filed December 27,
        2000, File No. 0-24047)

10.1    Glen Burnie  Bancorp  Director  Stock  Purchase  Plan  (incorporated  by
        reference  to  Exhibit  99.1 to  Post-Effective  Amendment  No. 1 to the
        Registrant's Registration Statement on Form S-8, File No. 33-62280)

10.2    The Bank of Glen Burnie  Employee Stock Purchase Plan  (incorporated  by
        reference  to  Exhibit  99.1 to  Post-Effective  Amendment  No. 1 to the
        Registrant's Registration Statement on Form S-8, File No. 333-46943)

10.3    Change-in-Control  Severance Plan  (incorporated by reference to Exhibit
        10.7 to the Registrant's  Annual Report on Form 10-K for the Fiscal Year
        Ended December 31, 1997, File No. 0-24047)

10.4    The Bank of Glen Burnie  Executive  and Director  Deferred  Compensation
        Plan  (incorporated  by reference  to Exhibit  10.4 to the  Registrant's
        Annual Report on Form 10-K for the Fiscal Year Ended  December 31, 2000,
        File No. 0-24047)

(b)     Reports on Form 8-K:

           None.


                                       14
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       GLEN BURNIE BANCORP
                                       (Registrant)


Date: November 13, 2001                By:    /s/ F. William Kuethe, Jr.
                                          --------------------------------------
                                          F. William Kuethe, Jr.
                                          President, Chief Executive Officer


                                       By:    /s/ John E. Porter
                                          --------------------------------------
                                          John E. Porter
                                          Chief Financial Officer




</TEXT>
</DOCUMENT>
