<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>gbb3310110qa.txt
<DESCRIPTION>GLEN BURNIE BANCORP 3-31-01 10-Q/A
<TEXT>
<PAGE>
                                       1


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A


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

                 For the Quarterly period ended March 31, 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 May 3, 2000,  the number of shares  outstanding  of the  registrant's  common
stock was 1,102,634.



<PAGE>
                                       2


                               TABLE OF CONTENTS




Part I - Financial Information                                            Page
                                                                          ----

         Item 1.  Financial Statements:
         -------
                  Condensed Consolidated Balance Sheets,
                  March 31, 2001 (unaudited) and
                  December 31, 2000 (audited)                               3


                  Condensed Consolidated Statements of Income
                  for the Three Months Ended March 31, 2001
                  and 2000 (unaudited)                                      4

                  Condensed Consolidated Statements of
                  Comprehensive Income for the Three Months
                  Ended March 31, 2001 and 2000 (unaudited)                 5

                  Condensed Consolidated Statements of Cash
                  Flows for the Three Months Ended March 31, 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             8

         Item 3.  Quantitative And Qualitative Disclosure
         -------  About Market Risk                                        12



Part II - Other Information

         Item 6.  Exhibits and Reports on Form 8-K                         13
         -------






<PAGE>
                                       3


                         PART I - FINANCIAL INFORMATION

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

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

<CAPTION>
                                                                                       March 31, 2001      December 31,
                                     ASSETS                                             (unaudited)            2000
                                                                                                               ----

<S>                                                                                         <C>               <C>
Cash and due from banks                                                                     $7,681            $9,559
Interest-bearing deposits in other financial institutions                                    9,496                51
Federal funds sold                                                                           7,038             5,899
                                                                                            ------            ------
       Cash and cash equivalents                                                            24,215            15,509
Certificates of deposit in other financial institutions                                        100               100
Investment securities available for sale, at fair value                                     24,878            21,309
Investment securities held to maturity, at cost
   (fair value March 31: $29,441 December 31: $31,019)                                      29,277            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
   (March 31: $3,331; December 31: $3,385)                                                 158,129           162,374
Premises and equipment, at cost, less accumulated depreciation                               4,218             4,268
Other real estate owned                                                                        483               484
Other assets                                                                                 2,864             3,074
                                                                                          --------          --------
                   Total assets                                                           $244,971          $239,211
                                                                                          ========          ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES:
Deposits                                                                                  $212,577          $205,968
Short-term borrowings                                                                          127               488
Long-term borrowings                                                                         7,292             7,297
Other liabilities                                                                            2,271             3,122
                                                                                          --------          --------
                   Total liabilities                                                      $222,267          $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: March 31: 1,104,634 shares;
   December 31: 1,110,049 shares                                                            $1,105            $1,110
Surplus                                                                                     10,299            10,374
Retained earnings                                                                            5,844             5,544
Accumulated other comprehensive income                                                         301               153
                                                                                          --------          --------
                  Total stockholders' equity                                                17,549            17,181
                                                                                          --------          --------
                  Total liabilities and stockholders' equity                              $244,971          $239,211
                                                                                          ========          ========


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


<PAGE>
                                       4

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



<CAPTION>
                                                                  Three Months Ended March 31
                                                                  ---------------------------
                                                                       2001          2000
                                                                       ----          ----

Interest income on:
<S>                                                                   <C>           <C>
   Loans, including fees                                              $3,286        $3,118
   U.S. Treasury and U.S. Government agency securities                   642           676
   State and Municipal securities                                        124             0
   Other                                                                 239            35
                                                                       -----         -----
       Total interest income                                           4,291         3,829
                                                                       -----         -----

Interest expense on:
   Deposits                                                            1,488         1,319
   Short-term borrowings                                                   7            25
   Long-term borrowings                                                  108             0
   Junior subordinated debentures                                        141             0
                                                                       -----         -----
       Total interest expense                                          1,744         1,344
                                                                       -----         -----

          Net interest income                                          2,547         2,485

Provision for credit losses                                                0             0
                                                                       -----         -----
          Net interest income after provision for credit               2,547         2,485
                                                                       -----         -----
losses

Other income:
   Service charges on deposit accounts                                   232           247
   Other fees and commissions                                            141           134
   Other non-interest income                                               7            59
   Gains on investment securities                                         18             0
                                                                       -----         -----
       Total other income                                                398           440
                                                                       -----         -----

Other expenses:
   Salaries and employee benefits                                      1,333         1,373
   Occupancy                                                             164           170
   Other expenses                                                        791           843
                                                                       -----         -----
       Total other expenses                                            2,288         2,386
                                                                       -----         -----

Income before income taxes                                               657           539

Income tax expense                                                       190           172
                                                                       -----         -----

Net income                                                             $ 467          $367
                                                                       =====          ====
Basic and diluted earnings per share of common stock                   $0.42        $ 0.33
                                                                       =====        ======

Weighted average shares of common stock outstanding                1,105,908     1,096,191
                                                                   =========     =========
Dividends declared per share of common stock                           $0.15        $0.125
                                                                       =====        ======

     See accompanying notes to condensed consolidated financial statements.

</TABLE>


<PAGE>
                                       5

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


<CAPTION>
                                                    Three Months Ended March 31
                                                     ---------------------------
                                                            2001        2000
                                                            ----        ----

<S>                                                         <C>         <C>
Net income                                                  $467        $367

Other comprehensive income (loss), net of tax

   Unrealized gains (losses) securities:


       Unrealized holding gains (losses) arising
       during period                                         159        (32)


       Reclassification adjustment for (gains)
       losses included in net income                        (11)           0
                                                            ----        ----


Comprehensive income                                        $615        $335
                                                            ====        ====



     See accompanying notes to condensed consolidated financial statements.


</TABLE>



<PAGE>
                                       6

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


<CAPTION>
                                                                                         Three Months Ended March 31,
                                                                                         ----------------------------
                                                                                            2001               2000
                                                                                            ----               ----


Cash flows from operating activities:
<S>                                                                                         <C>                <C>
Net income                                                                                  $467               $367
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation, amortization, and accretion                                                 151                187
   Provision for credit losses                                                                 0                  0
   Changes in assets and liabilities:
      Decrease in other assets                                                                83                469
      Decrease in other liabilities                                                         (638)              (181)
                                                                                         -------            -------


Net cash provided by operating activities                                                     63                842
                                                                                         -------            -------

Cash flows from investing activities:
    Maturities of available for sale mortgage-backed securities                              738                891
    Proceeds from disposals of investment securities                                       2,500                  0
    Purchases of investment securities                                                    (4,524)              (650)
    Decrease (increase) in loans, net                                                      4,245             (4,988)
    Purchases of premises and equipment                                                     (100)               (38)
    Proceeds from sale of other real estate                                                    1                 23
                                                                                         -------            -------

Net cash provided (used) by investing activities                                           2,860             (4,762)
                                                                                         -------            -------

Cash flows from financing activities:
    Increase in deposits, net                                                              6,609              7,551
    Decrease in short-term borrowings                                                       (361)            (2,114)
    Repayment of long-term borrowings                                                         (5)                 0
    Dividends paid                                                                          (380)              (138)
    Common stock dividends reinvested                                                         39                 65
    Issuance of common stock                                                                   0                 29
    Repurchase and retirement of common stock                                               (119)                 0
                                                                                         -------            -------

Net cash provided by financing activities                                                  5,783              5,393
                                                                                         -------            -------

Increase in cash and cash equivalents                                                      8,706              1,473

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

Cash and cash equivalents, end of period                                                 $24,215            $10,356
                                                                                         =======            =======


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



<PAGE>
                                       7


                      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 months ended March 31, 2001 and 2000.

         Operating  results for the three-month  period ended March 31, 2001 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 2001.

NOTE 2 - EARNINGS PER SHARE

         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.



<PAGE>
                                       8


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, had consolidated net income of $467,000 ($0.42
basic and diluted earnings per share) for the first quarter of 2001, compared to
first quarter 2000  consolidated net income of $367,000 ($0.33 basic and diluted
earnings per share).  The increase in consolidated  net income was primarily due
to an increase in securities income, partially offset by an increase in interest
expenses in long-term borrowings and junior subordinated debentures.

         Net Interest  Income.  The Company's  consolidated  net interest income
prior to provision  for credit  losses for the three months ended March 31, 2001
was $2,547,000,  compared to $2,485,000 for the same period in 2000, an increase
of $62,000 or (2.49%) for the  three-month  period.  This increase was primarily
attributable  to an increase in  securities  income,  offset in part by interest
expense on long-term borrowings, junior subordinated debentures and deposits.

         Interest income increased  $462,000 (12.07%) for the three months ended
March 31,  2001,  compared  to the same  period in 2000,  due to an  increase in
securities  income.  Interest income on loans increased $168,000 (5.39%) for the
three months ended March 31, 2001,  compared to the same period in 2000,  due to
an increased loan portfolio.

         Interest expense increased $400,000 (29.76%) for the three months ended
March  31,  2001  compared  to the 2000  period,  due to  $108,000  interest  on
long-term borrowings,  $141,000 interest on junior subordinated debentures,  and
an increase in deposit  expense of  $169,000.  This was  partially  offset by an
$18,000 decrease in interest on short-term borrowings.

         Net  interest  margins  for the three  months  ended March 31, 2001 was
5.03%,  compared to tax equivalent  net interest  margins of 5.05% for the three
months ended March 31, 2000. The decrease in net interest  margins for the three
ended March 31, 2001 was  primarily  due to a decline in the  interest  rates on
earning assets.

         Provision For Credit Losses.  The Company made no additional  provision
for credit  losses during the three month periods ended March 31, 2001 and 2000.
As of March 31, 2001,  the  allowance  for credit  losses  equaled  1,556.54% of
non-accrual  and past due loans  compared  to 837.87% at  December  31, 2000 and
275.89% at March 31,  2000.  During the three month period ended March 31, 2001,
the Company recorded net charge-offs of $54,000,  compared to net charge-offs of
$39,000  during the  corresponding  periods of the prior year.  On an annualized
basis,  net charge-offs  for the 2001 period  represent .14% of the average loan
portfolio.

         Other Income.  Other income decreased from $440,000 for the three month
period ended March 31, 2000, to $398,000 for the  corresponding  2001 period,  a
$42,000  (9.55%)  decrease.  The decrease was  primarily due to a decline in the
service  charges  earned on  deposit  accounts  and other  non-interest  income,
partially offset by an increase in other fees and commissions.

         Other Expense.  Other expense  decreased from  $2,386,000 for the three
month period ended March 31, 2000,  to  $2,288,000  for the  corresponding  2001
period, a $98,000 (4.11%) decrease. The decrease was primarily due to a decrease
in salary expenses and legal and professional fees.

         Income Taxes. During the three months ended March 31, 2001, the Company
recorded  income tax expense of  $190,000,  compared to an income tax expense of
$172,000, for the corresponding period of the prior year. The increase in income
tax expenses  reflect the Company's  higher  earnings  during the current year's
period. The Company's  effective tax rate for the three month period in 2001 was
29%, compared to 32% for the prior year period.


<PAGE>
                                       9


FINANCIAL CONDITION

         General.  The Company's  assets  increased to $244,971,000 at March 31,
2001 from  $239,211,000  at December  31, 2000  primarily  due to an increase in
interest-bearing  deposits in other financial  institutions,  federal funds sold
and investment  securities  which were offset by a decrease in loans. The Bank's
net loans totaled  $158,129,000  at March 31, 2001,  compared to $162,374,000 on
December 31, 2000, a decrease of $4,245,000 (2.61%), primarily attributable to a
decline in commercial and industrial mortgages.

         The Company's total  investment  securities  portfolio  (including both
investment  securities  available  for sale and  investment  securities  held to
maturity) totaled  $54,155,000 at March 31, 2001, a $1,560,000 or 2.97% 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 March 31, 2001, totaled $24,215,000,  an increase
of  $8,706,000  (56.14%)  from the December 31, 2000 total of  $15,509,000.  The
aggregate market value of investment securities held by the Bank as of March 31,
2001 was  $54,319,000  compared  to  $52,328,000  as of  December  31,  2000,  a
$1,991,000 (3.8%) increase.

         Deposits  as of  March  31,  2001  totaled  $212,577,000,  which  is an
increase of $6,609,000  (3.0%) from  $205,968,000  at December 31, 2000.  Demand
deposits  as of March  31,  2001  totaled  $51,699,024  which is a  decrease  of
$1,263,467  (2.39%) from  $52,962,491  at December 31, 2000.  NOW accounts as of
March 31, 2001 totaled $20,136,635 which is an increase of $491,750 (2.50%) from
$19,644,885  at December  31, 2000.  Money market  accounts as of March 31, 2001
totaled $17,439,761,  which is an increase of $673,371 (4.01%), from $16,766,390
at December 31, 2000. Savings deposits as of March 31, 2001 totaled $41,318,951,
an increase of $804,421 (2%) from $40,514,530 at December 31, 2000. Certificates
of deposit over $100,000  totaled  $13,360,876 on March 31, 2001, an increase of
$1,365,120  (11.38%) 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 $68,368,830 on March 31, 2001, a $4,457,654 (7%) increase from
the $63,911,176 total at December 31, 2000. The Company  attributes the increase
in total deposits to the recent flow of funds out of the stock market into safer
investments.

         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.


<PAGE>
                                       10

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

<S>                                                                            <C>                 <C>
Restructured loans                                                             $212                $370
                                                                               ====                ====

Non-accrual loans:
   Real estate - mortgage:
     Residential                                                               $111                $120
     Commercial                                                                   0                  77
   Real estate - construction                                                     0                   0
   Installment                                                                   70                  72
   Credit card & related                                                          0                   0
   Commercial                                                                     8                 101
                                                                               ----                ----

       Total nonaccrual loans                                                   189                 370
                                                                               ----                ----

Accruing loans past due 90 days or more: Real estate - mortgage:
     Residential                                                                 24                  34
     Commercial                                                                   0                   0
   Real estate - construction                                                     0                   0
   Installment                                                                    0                   0
   Credit card & related                                                          1                   0
   Commercial                                                                     0                   0
   Other

       Total accruing loans past due 90 days or more                             25                  34
                                                                               ----                ----

       Total non-accrual and past due loans                                    $214                $404
                                                                               ====                ====

Non-accrual and past due loans to gross loans                                  .13%               0.24%
                                                                               ====               =====

Allowance for credit losses to non-accrual and past due loans              1556.54%             837.87%
                                                                           ========             =======
</TABLE>


         At March 31, 2001,  there were no loans  outstanding,  other than those
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  consist  of 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.



<PAGE>
                                       11


         Transactions  in the  allowance  for credit losses for the three months
ended March 31, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31
                                                     ---------------------------
                                                          2001          2000
                                                          ----          ----
                                                        (Dollars in Thousands)
                                                        ----------------------

<S>                                                    <C>            <C>
Beginning balance                                      $ 3,385        $2,992

Charge-offs                                               (155)         (203)
Recoveries                                                 101           164
                                                       -------         ------
Net charge-offs                                            (54)          (39)
Provisions charged to operations                             0             0
                                                       -------        ------
Ending balance                                          $3,331        $2,883
                                                        ======        ======

Average loans                                         $159,021      $154,428
Net charge offs to average loans (annualized)              .14%         0.10%
</TABLE>


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 March 31, 2001,  totaled  $24,215,000,  an increase of  $8,706,000
(56.14%) from the December 31, 2000 total of $15,509,000.

         As of March 31, 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 March 31,
2001, a $7.0 million  long-term  convertible  advance was outstanding under this
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 March 31, 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  by $368,000 or 2.14%,
during the three months ended March 31, 2001, due to earnings,  partially offset
by decreases in equity  accounts  from the  Company's  common stock buy back and
dividends.  The Company's  accumulated other  comprehensive  income increased by
$148,000  from $153,000 at December 31, 2000 to $301,000 at March 31, 2001, as a
result of unrealized  holding gains (relating to securities held for investment)
arising during the period. Retained earnings increased by $459,000 as the result
of the  Company's  earnings  during the quarter which were  partially  offset by
dividends.  In addition,  $38,683 was  transferred  to  stockholders'  equity in
consideration for shares to be issued under the Company's dividend  reinvestment
plan in lieu of cash dividends.



<PAGE>
                                       12


         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
March 31, 2001, the Bank was in full  compliance  with these  guidelines  with a
Tier 1 leverage ratio of 8.97%, a Tier 1 risk-based  capital ratio of 12.48% and
a total risk-based capital ratio of 13.74%.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Not applicable.







<PAGE>
                                       13


                           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, 1999, 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, 1999 (incorporated by reference
     to  Exhibit  3.3 to the  Registrant's  Current  Report  on Form  8-K  filed
     December 8, 1999, 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, 1999  (incorporated by reference to Exhibit 4.1
     to Amendment No. 1 to the  Registrant's  Form 8-A filed  December 27, 1999,
     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, 1999,  File No.
     0-24047)

(b)  Reports on Form 8-K:

         None.




<PAGE>
                                       14


                                   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 14, 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>
