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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116354-01-000008.txt : 20010410
<SEC-HEADER>0001116354-01-000008.hdr.sgml : 20010410
ACCESSION NUMBER:		0001116354-01-000008
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010510
FILED AS OF DATE:		20010403

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GLEN BURNIE BANCORP
		CENTRAL INDEX KEY:			0000890066
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				521782444
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	000-24047
		FILM NUMBER:		1592958

	BUSINESS ADDRESS:	
		STREET 1:		101 CRAIN HWY SE
		CITY:			GLEN BURNIE
		STATE:			MD
		ZIP:			21227
		BUSINESS PHONE:		4107663300

	MAIL ADDRESS:	
		STREET 1:		101 CRAIN HWY SE
		CITY:			GLEN BURNIE
		STATE:			MD
		ZIP:			21227
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>GLEN BURNIE BANCORP DEF 14A
<TEXT>




<PAGE>

                                  SCHEDULE 14A
                                 (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|       Filed by a Party other than the Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement     |_| Confidential, for Use of the, Commission
                                        Only (as permitted by Rule 14a-6(e)(2))
|X|  Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                              Glen Burnie Bancorp
                              -------------------
                (Name of Registrant as Specified in Its Charter)

                                      N/A
                                      ---
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

     |X|  No fee required.

     |_|  Fee  computed on table below per Exchange  Act Rules  14a-6(i)(4)  and
          0-11.

         (1)   Title of each class of securities to which transaction applies:

         (2)   Aggregate number of securities to which transaction applies:

         (3)   Per unit price or other underlying value of transaction computed
               pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
               the filing fee is calculated and state how it was determined):

         (4)   Proposed maximum aggregate value of transaction:

         (5)   Total fee paid:

         |_|   Fee paid previously with preliminary materials.

         |_|  Check box if any part of the fee is offset as provided by Exchange
     Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

         (1)    Amount Previously Paid:

         (2)    Form, Schedule or Registration Statement No.:

         (3)    Filing Party:

         (4)    Date Filed:




<PAGE>
                                       1


                        [GLEN BURNIE BANCORP LETTERHEAD]




                                 April 10, 2001



Dear Fellow Stockholder:

         You are  cordially  invited  to  attend  the  2001  Annual  Meeting  of
Stockholders  of Glen Burnie  Bancorp (the  "Company") to be held at La Fontaine
Bleu, 7514 Ritchie Highway, Glen Burnie,  Maryland on Thursday,  May 10, 2001 at
2:00 p.m.

         The  accompanying  notice  and  proxy  statement  describe  the  formal
business  to be  transacted  at the  meeting  which  includes  the  election  of
directors and  authorization  for the Board of Directors to select the Company's
auditors for the 2001 fiscal year.

         Enclosed  with  this  proxy  statement  are a proxy  card and an Annual
Report to  Stockholders  for the 2000 fiscal year.  During the meeting,  we will
report on the operations of the Company's wholly-owned  subsidiary,  The Bank of
Glen Burnie. Directors and officers of the Company as well as representatives of
Trice Geary & Myers LLC, our independent auditors, will be present to respond to
any questions the stockholders may have.

         ON  BEHALF  OF THE BOARD OF  DIRECTORS,  WE URGE YOU TO SIGN,  DATE AND
RETURN THE  ACCOMPANYING  PROXY CARD AS SOON AS POSSIBLE  EVEN IF YOU  CURRENTLY
PLAN TO ATTEND THE ANNUAL  MEETING.  This will not  prevent  you from  voting in
person but will assure that your vote is counted if you are unable to attend the
meeting. Your vote is important,  regardless of the number of shares you own. If
you plan to attend the meeting,  please  check the box on the  enclosed  form of
proxy.

                            Sincerely,



                            John E. Demyan            F. William Kuethe, Jr.
                            Chairman                  President and Chief
                                                      Executive Officer


<PAGE>
                                       2


- --------------------------------------------------------------------------------
                               GLEN BURNIE BANCORP
                             101 Crain Highway, S.E.
                           Glen Burnie, Maryland 21061
                                 (410) 766-3300
- --------------------------------------------------------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on May 10, 2001
- --------------------------------------------------------------------------------

          NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of Glen Burnie Bancorp (the "Company") will be held at La
Fontaine Bleu, 7514 Ritchie Highway, Glen Burnie,  Maryland on Thursday, May 10,
2001 at 2:00 p.m., Eastern Time.

          A proxy statement and proxy card for the Annual Meeting accompany this
notice.

          The Annual Meeting has been called for the following purposes:

          1. To elect four directors;

          2. To authorize  the Board of Directors to select an outside  auditing
     firm for the 2001 fiscal year; and

          3. To transact  such other  business as may  properly  come before the
     Annual Meeting or any adjournments thereof.

          Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified  above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business  on March 30, 2001 are the only  stockholders
entitled  to notice of and to vote at the Annual  Meeting  and any  adjournments
thereof.

          You are requested to complete and sign the accompanying proxy card,
which is  solicited  by the Board of  Directors  and to mail it  promptly in the
accompanying envelope. The proxy card will not be used if you attend and vote at
the Annual Meeting in person.

                                        BY ORDER OF THE BOARD OF DIRECTORS



                                        Dorothy A. Abel
                                        SECRETARY

Glen Burnie, Maryland
April 10, 2001

- --------------------------------------------------------------------------------
IMPORTANT:  THE PROMPT  RETURN OF PROXIES  WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER  REQUESTS  FOR  PROXIES  IN ORDER TO ENSURE A QUORUM.  A  SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR  CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------

<PAGE>
                                       3


                                 PROXY STATEMENT
                                       OF
                               GLEN BURNIE BANCORP
                             101 Crain Highway, S.E.
                           Glen Burnie, Maryland 21061

                         ANNUAL MEETING OF STOCKHOLDERS
                                  May 10, 2001


- --------------------------------------------------------------------------------
                                     GENERAL
- --------------------------------------------------------------------------------

         This proxy statement is furnished in connection  with the  solicitation
of proxies by the Board of Directors of Glen Burnie  Bancorp (the  "Company") to
be used at the 2001  Annual  Meeting  of  Stockholders  of the  Company  and any
adjournments or postponements  thereof (hereinafter called the "Annual Meeting")
which will be held at La Fontaine  Bleu,  7514  Ritchie  Highway,  Glen  Burnie,
Maryland on Thursday,  May 10, 2001 at 2:00 p.m., Eastern Time. The accompanying
Notice of Annual  Meeting and form of proxy and this Proxy  Statement  are being
first mailed to stockholders on or about April 10, 2001.


- --------------------------------------------------------------------------------
                       VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------

         Proxies  solicited  by the Board of  Directors  of the Company  will be
voted in accordance with the directions given therein. Where no instructions are
given,  proxies will be voted for the nominees  named below and for the proposal
to  authorize  the Board of  Directors  to select an  auditing  firm.  The proxy
confers  discretionary  authority  on the  persons  named  therein  to vote with
respect to the election of any person as a director  where the nominee is unable
to serve or for good cause will not serve,  and with respect to matters incident
to the conduct of the Annual Meeting.  If any other business is presented at the
Annual Meeting,  proxies will be voted by those named therein in accordance with
the  determination  of a majority of the Board of Directors.  Proxies  marked as
abstentions  will not be counted as votes  cast.  In  addition,  shares  held in
street  name which have been  designated  by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker no
votes,  however,  will be treated as shares  present for purposes of determining
whether a quorum is present.

         Stockholders who execute proxies retain the right to revoke them at any
time.  Unless so revoked,  the shares  represented by properly  executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to Dorothy A. Abel,  the Secretary of the Company,  at
the address  above or by the filing of a later dated proxy prior to a vote being
taken on a particular  proposal at the Annual Meeting. A proxy will not be voted
if a stockholder attends the Annual Meeting and votes in person. The presence of
a stockholder at the Annual Meeting will not revoke such stockholder's proxy.


- --------------------------------------------------------------------------------
                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------

         The securities  entitled to vote at the Annual  Meeting  consist of the
Company's  common  stock,  par  value  $1.00  per share  (the  "Common  Stock").
Stockholders  of  record  as of the close of  business  on March  30,  2001 (the
"Record  Date") are entitled to one vote for each share then held. At the Record
Date, the Company had 1,102,049  shares of Common Stock issued and  outstanding.
The presence,  in person or by proxy, of at least a majority of the total number
of shares of Common Stock  outstanding and entitled to vote will be necessary to
constitute  a quorum at the Annual  Meeting.  Persons  and  groups  beneficially
owning in excess of 5% of the Common Stock are required to file certain  reports
with respect to such ownership  pursuant to the Securities  Exchange Act of 1934

<PAGE>
                                       4


(the "Exchange  Act").  The following  table sets forth,  as of the Record Date,
certain information as to the Common Stock beneficially owned by all persons who
were known to the Company to  beneficially  own more than 5% of the Common Stock
outstanding at the Record Date.

<TABLE>
<CAPTION>
                                                        Amount and Nature                    Percent of Shares
              Name and Address                           of Beneficial                        Of Common Stock
             of Beneficial Owner                          Ownership(1)                          Outstanding
             -------------------                        -----------------                    -----------------


<S>                                                           <C>     <C>                           <C>
John E. and Margarette Z. Demyan                              109,010 (2)                           9.89%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

F. William and Beverly F. Kuethe, Jr.                          85,388 (3)                           7.75%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

Eugene P. Nepa                                                108,842 (4)                           9.88%
13 First Street
Annapolis, Maryland   21401

Charles L. and Ruth G. Hein                                    61,022 (5)                           5.54%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

- -----------------------------

(1)  Rounded to nearest  whole share.  For  purposes of this table,  a person is
     deemed to be the  beneficial  owner of any shares of Common  Stock if he or
     she has or shares  voting or  investment  power with respect to such Common
     Stock or has a right to acquire beneficial  ownership at any time within 60
     days from the Record Date. As used herein,  "voting  power" is the power to
     vote or direct the voting of shares and "investment  power" is the power to
     dispose or direct the  disposition  of shares.  Except as otherwise  noted,
     ownership  is direct,  and the named  individuals  or group  exercise  sole
     voting and investment power over the shares of the Common Stock.

(2)  Includes  103,938  shares  held  jointly,  150  shares  held by Mr.  Demyan
     individually,  and 4,922  shares  held by Mrs.  Demyan  individually.  Each
     disclaims  beneficial  ownership  to the shares owned  individually  by the
     other.

(3)  Includes  29,831  shares held  jointly,  16,485  shares held by Mr.  Kuethe
     individually,  and 23,999  shares held by Mrs.  Kuethe  individually.  Each
     disclaims  beneficial  ownership  to the shares owned  individually  by the
     other. Also includes 15,073 shares held by Mr. Kuethe jointly with others.

(4)  Includes 4,426 shares held  individually,  91,318 shares held by the Eugene
     P. Nepa Revocable  Trust,  and 13,098 shares held in Mr. Nepa's  Individual
     Retirement Account ("IRA").

(5)  Includes   8,451  shares  held   jointly,   81  shares  held  by  Mr.  Hein
     individually,  and 10,223  shares held by Mr. and Mrs.  Hein  jointly  with
     others.  Mrs.  Hein  disclaims  beneficial  ownership  to the shares  owned
     individually  by Mr. Hein.  Also  includes  20,932  shares held by Mr. Hein
     jointly  with  others and 21,335  shares  held by Mrs.  Hein  jointly  with
     others.
</TABLE>


- --------------------------------------------------------------------------------
                       PROPOSAL I -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------

         The Board of Directors  currently  consists of 12 directors.  Under the
Company's  Articles of  Incorporation,  directors are divided into three classes
and elected for terms of three years each and until their successors are elected

<PAGE>
                                       5


and  qualified.  The Board has  nominated F.  William  Kuethe,  Jr.,  William N.
Scherer,  Sr., Thomas Clocker,  and Karen Thorwarth for election as directors to
serve for terms of three years each and until their  successors  are elected and
qualified. Under Maryland law, directors are elected by a plurality of all votes
cast at a meeting at which a quorum is present.

         Unless contrary  instruction is given, the persons named in the proxies
solicited by the Board of  Directors  will vote each such proxy for the election
of the named  nominees.  If any of the  nominees is unable to serve,  the shares
represented by all properly executed proxies which have not been revoked will be
voted  for the  election  of such  substitute  as the  Board  of  Directors  may
recommend  or the  Board  of  Directors  may  reduce  the  size of the  Board to
eliminate  the vacancy.  At this time,  the Board does not  anticipate  that any
nominee will be unavailable to serve.

         The following  table sets forth,  for each nominee and each  continuing
director,  his or her name,  age as of the Record Date, the year he or she first
became a director of the Company, and the expiration of his or her current term.
Each nominee and continuing  director is also a member of the Board of Directors
of The  Bank  of  Glen  Burnie  (the  "Bank")  and GBB  Properties,  Inc.  ("GBB
Properties").  There are no known  arrangements  or  understandings  between any
director or nominee for director of the Company and any other person pursuant to
which such director or nominee has been selected as a director or nominee.

<TABLE>
<CAPTION>
                                              Director        Current Term
             Name                  Age          Since           to Expire
             ----                  ---          -----           ---------

Board Nominees for Term to Expire in 2004

<S>                                <C>          <C>               <C>
F. William Kuethe, Jr.             68           1995              2001
Thomas Clocker                     66           1995              2001
William N. Scherer, Sr.            77           1995              2001
Karen B. Thorwarth                 43           1995              2001

Directors Continuing in Office
John E. Demyan                     53           1995              2002
Theodore L. Bertier, Jr.           72           1997              2002
F. W. Kuethe, III                  41           1992              2002
Mary Lou Wilcox                    52           1997              2002
Charles L. Hein                    79           1997              2003
Alan E. Hahn                       65           1997              2003
Shirley E. Boyer                   64           1995              2003
John I. Young                      63           2000              2003

</TABLE>
Presented  below is certain  information  concerning  the nominees and directors
continuing in office.  Unless otherwise stated,  all directors and nominees have
held the positions indicated for at least the past five years.

     F. William Kuethe,  Jr. has served as President and Chief Executive Officer
of the Company and the Bank since 1995. He also served as a director of the Bank
from 1960 through 1989. He was formerly  President of Glen Burnie Mutual Savings
Bank from 1960 through 1995. Mr. Kuethe,  a former  licensed  appraiser and real
estate broker,  has banking  experience at all levels. F. William Kuethe, Jr. is
the father of Frederick W. Kuethe, III.

     Thomas  Clocker  has been the  owner/operator  of  Angel's  Food  Market in
Pasadena,  Maryland since 1960. He served on the Mid-Atlantic Food Association's
board of  directors  for nine  years and is a  founding  member of the  Pasadena
Business  Association.  Mr.  Clocker is actively  involved in the community as a
supporter of local schools, athletic associations and scouting groups.


<PAGE>
                                       6


     William N. Scherer,  Sr. has been a member of the local business  community
since 1952 when he owned and  operated an  accounting  and tax  business.  After
graduating from law school in 1962, he opened a law practice in Glen Burnie.  He
currently  specializes  in wills and  estates.  He has also  operated  Scherer's
Market in Jessup, Maryland since 1960.

     Karen B. Thorwarth is a Certified  Insurance  Counselor and licensed agent.
With 21 years of  experience,  she  specializes  in  underwriting  and marketing
private  pleasure  yacht  insurance.   From  1979-1997,   she  was  employed  by
Basil-Voges,  Inc., an insurance agency in Annapolis, Maryland and she currently
serves that company on a contractual basis.

     John E. Demyan has been Chairman of the Board of the Company,  the Bank and
GBB Properties since 1995. He previously served as a director of the Company and
the Bank from 1990 through  1994. He completed  the Maryland  Banking  School in
1994. He is the owner and manager of commercial  and  residential  properties in
northern  Anne  Arundel  County,  Maryland.  Mr.  Demyan  is  also a  commercial
multi-engine pilot and flight  instructor.  He is an active volunteer with Angel
Flight Mid-Atlantic,  an organization which provides free air transportation for
medical treatments to individuals who have exhausted their resources as a result
of their medical condition.

     Theodore L.  Bertier,  Jr..  retired as manager of the design and  drafting
department of Westinghouse  Electric Corp. in 1993. He has more than 40 years of
business and  financial  management  experience.  He served as a director of the
Bank from 1970 through 1995.  Mr.  Bertier was a member of the Maryland  General
Assembly from 1962 to 1970 where he served as both a delegate and a senator.

     Frederick W.  Kuethe,  III has been a Vice  President of the Company  since
1995  and a  director  of the  Bank  since  1988.  In  addition  to  his  active
participation  on the  board,  he also  works in  software  design  and  systems
integration  at  Northrop   Grumman  Corp.   (formerly   Westinghouse   Electric
Corporation).  He is  chairman  of the Audit  Committee  and a  graduate  of the
Maryland  Banking  School.  Frederick  W.  Kuethe,  III is the son of F. William
Kuethe, Jr.

     Mary Lou Wilcox is a kindergarten  teacher at Belle Grove Elementary School
in Brooklyn  Park,  Maryland.  She is an active  member of the community and has
served on the Glen Burnie Improvement  Association's  Carnival Banking Committee
for over 20 years.

     Charles L. Hein is a Glen Burnie native.  He has dedicated  nearly 40 years
to the Episcopal Church, serving as Pastor of the St. Thomas Episcopal Church in
Towson,  Maryland until his retirement in 1989.  During his tenure, he served on
the Vestry (the parish  governing body) as President and is currently the Supply
Clergyman at the Church of the  Ascension in  Scarboro,  Maryland.  He is also a
purchaser and restorer of  residential  properties  and mortgagee of residential
properties in Baltimore County.

     Alan E. Hahn has 10 years of  experience  managing  electronic  data in the
banking industry along with planning, administering and evaluating data systems.
He  served  20 years  with the  United  States  Air Force  before  retiring  and
continuing his work in information  systems.  He currently serves as Chairman of
the Bank's Data Processing  Committee.  Mr. Hahn is the owner/manager of various
residential properties in Anne Arundel County, Maryland.

     Shirley  E. Boyer is the  owner/manager  of a large  number of  residential
properties in Anne Arundel County,  Maryland. She has 13 years experience in the
local banking industry where she was give progressive responsibilities,  holding
positions from Teller to Assistant Branch Manager.


<PAGE>
                                       7


     John I.  Young  serves as  Executive  Vice  President  and Chief  Operating
Officer of the Bank, a position to which he was appointed in December 1999 after
joining the Bank as Senior Vice  President  in March 1999.  Prior to joining the
Bank,  he had  been  president  of  Young-Harris,  Inc.,  a  financial  industry
consulting  company since 1980. He is a member of several  banking  professional
organizations  including the Independent  Community Bankers  Association and the
Maryland  Bankers  Association  and currently holds the position of President of
the St. Andrew's Society of Baltimore.

Meetings and Committees of the Board of Directors

     The Board of Directors holds regular monthly  meetings and special meetings
as needed.  During the year ended  December 31, 2000, the Board of Directors met
12 times. No director attended fewer than 80% of the total number of meetings of
the Board of Directors of the Company or the Bank held during 2000 and the total
number of meetings held by all  committees  on which the director  served during
such year.

     The Bank's Audit  Committee acts as the audit committee for the Company and
currently  consists of Directors  Frederick W. Kuethe,  III, William N. Scherer,
Sr., Shirley E. Boyer,  Karen B. Thorwarth and Alan E. Hahn. The Audit Committee
monitors internal accounting controls, meets with the Bank's Internal Auditor to
review internal audit findings,  recommends independent auditors for appointment
by the Board, and meets with the Company's  independent auditors regarding these
internal  controls  to  assure  full  disclosure  of  the  Company's   financial
condition.  During the year ended December 31, 2000, the Audit  Committee met 12
times.

     The  Bank's  Employee  Compensation  and  Benefits  Committee  acts  as the
compensation  committee for the Company and is composed of Directors  Shirley E.
Boyer, F. William Kuethe, Jr., John E. Demyan, Theodore L. Bertier, Jr., William
N. Scherer,  Sr., John I. Young and Frederick W. Kuethe, III. The purpose of the
Compensation  Committee  is to evaluate and  ascertain  the  appropriateness  of
compensation  levels  pertaining to the officers of the Bank. This Committee met
four times during 2000.

     The Company's  full Board of Directors  acts as a nominating  committee for
the annual selection of its nominees for election as directors.  While the Board
of Directors  will consider  nominees  recommended by  stockholders,  it has not
actively solicited recommendations from the Company's stockholders for nominees,
nor established any procedures for this purpose. The Board of Directors held one
meeting during 2001 in order to make nominations for directors.

Director Compensation

     Director's Fees.  Currently,  all directors are paid a fee of $800 for each
combined  regular or special meeting of the Company and the Bank attended,  with
fees paid for one excused absence. In addition to the foregoing director's fees,
Mr. Demyan is  compensated  at the rate of $25,000 per annum for the  additional
responsibilities of serving as the Chairman of the Board.  Directors (other than
F.  William  Kuethe,  Jr.  and John I. Young who  receive no fees for  committee
meetings) are paid an additional fee of $125 for each committee meeting attended
with fees paid for up to two excused absences. The Chairman of the Board is paid
$150 for each committee meeting attended.

     Executive  and Director  Deferred  Compensation  Plan.  The Bank's Board of
Directors has adopted The Bank of Glen Burnie  Executive  and Director  Deferred
Compensation Plan pursuant to which  participating  directors may elect to defer
all or a portion of their fees on a pre-tax  basis.  Deferred fees are held in a
trust  account and  invested as directed by the  participant.  Participants  are
fully vested in their accounts at all times and may elect to have their accounts
paid out in a lump sum or in equal  installments  over a period of five,  ten or
fifteen years  beginning on a date no earlier than three years after the initial
deferral  election.  Upon a participant's  death, any amounts remaining in their
account will be paid to their beneficiaries.



<PAGE>
                                       8


- --------------------------------------------------------------------------------
                       SECURITIES OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------

     The following table sets forth  information  with respect to the beneficial
ownership  of the  shares  of  Common  Stock as of the  Record  Date by (i) each
executive  officer  of the  Company  named  in the  Summary  Compensation  Table
included elsewhere in this Proxy Statement,  (ii) each current director and each
nominee  for  election  as a  director  and (iii) all  directors  and  executive
officers of the Company as a group.

<TABLE>
<CAPTION>
                                    Amount And Nature of         Percent of
      Name                        Beneficial Ownership (1)          Class
      ----                        ------------------------          -----

<S>                                       <C>    <C>                <C>
F. William Kuethe, Jr.                    85,388 (2)                7.75%
Thomas Clocker                             4,393 (3)                0.40%
William N. Scherer, Sr.                    5,783 (4)                0.52%
Karen B. Thorwarth                           814                    0.07%
John E. Demyan                           109,010 (5)                9.89%
Theodore L. Bertier, Jr.                  10,145 (6)                0.92%
F. W. Kuethe, III                         14,792 (7)                1.34%
Mary Lou Wilcox                              741                    0.07%
Charles L. Hein                           61,022 (8)                5.54%
Alan E. Hahn                               7,098 (9)                0.64%
Shirley E. Boyer                           7,503 (10)               0.68%
John I. Young                              1,010 (11)               0.09%
All  directors, nominees and
executive  officers  as a group
(14 persons)                             308,441                   27.99%
- -----------------------------

(1)  Rounded  to  nearest  whole  share.   For  the  definition  of  "beneficial
     ownership," see footnote (1) to the table in the section  entitled  "Voting
     Securities  and  Principal   Holders   Thereof."  Unless  otherwise  noted,
     ownership is direct and the named individual has sole voting and investment
     power.

(2)  See footnote (3) to the table in the section  entitled  "Voting  Securities
     and Principal Holders Thereof".

(3)  Includes 3,559 shares as to which he shares voting and investment power.

(4)  Includes 5,352 shares as to which he shares voting and investment power.

(5)  See footnote (2) to the table in the section  entitled  "Voting  Securities
     and Principal Holders Thereof".

(6)  Includes 396 shares as to which he shares voting and  investment  power and
     1,000  shares  beneficially  owned by his  spouse as to which he  disclaims
     beneficial ownership.

(7)  Includes  11,881 shares as to which he shares voting and  investment  power
     and 2,617 shares  beneficially owned by his spouse as to which he disclaims
     beneficial ownership.

(8)  See footnote (5) to the table in the section  entitled  "Voting  Securities
     and Principal Holders Thereof".

(9)  Includes  3,067 shares to which he shares voting and  investment  power and
     3,802 shares held in his IRA.

(10) Includes 6,795 shares as to which she shares voting and investment power.

(11) Includes 905 shares as to which he shares voting and investment power.
</TABLE>

<PAGE>
                                       9


- --------------------------------------------------------------------------------
                             EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------

         Summary  Compensation Table. The following table sets forth information
regarding the cash and noncash compensation awarded to or earned during the past
three  fiscal  years  by the  Company's  Chief  Executive  Officer  and by  each
executive  officer  whose salary and bonus  earned in fiscal year 2000  exceeded
$100,000  for  services  rendered  in all  capacities  to the  Company  and  its
subsidiaries.

<TABLE>
<CAPTION>
                                                                      Annual Compensation
                                                              ------------------------------------

            Name and                                                              Other Annual            All Other
       Principal Position            Year         Salary         Bonus            Compensation           Compensation
       ------------------            ----         ------         -----            ------------           ------------

<S>                                  <C>           <C>            <C>                 <C>                  <C>     <C>
F. William Kuethe, Jr.               2000          $34,348        $12,000             $ --                 $ 9,047 (1)
  President and Chief                1999           80,000         12,000               --                  10,242
  Executive Officer                  1998           83,077          6,000               --                  13,503

                                     2000          $92,750         $7,000             $ --                 $ 7,000 (2)
John I. Young
Executive Vice President             1999           71,635          6,000               --                       0
and Chief Operating Officer           (3)

- -----------------------------

(1)  Mr.  Kuethe's  "Other  Compensation"  for  2000  consisted  of $647 in paid
     insurance premiums and $8,400 in directors' fees.

(2)  Mr. Young's "Other Compensation" for 2000 consisted of $7,000 in directors'
     fees.

(3)  Mr. Young was not employed with the bank until 1999.
</TABLE>

Transactions with Management

     All currently  outstanding  loans to directors and executive  officers were
made in the  ordinary  course of business of the Bank and on  substantially  the
same terms, including interest rates and collateral,  as those prevailing at the
time for  comparable  transactions  with other  persons and did not involve more
than the normal risk of collectibility or present other unfavorable features.


- --------------------------------------------------------------------------------
                          REPORT OF THE AUDIT COMMITTEE
- --------------------------------------------------------------------------------

     The Audit  Committee has reviewed and discussed with  management the annual
audited financial statements of the Company and its subsidiaries.

     The Audit  Committee  has  discussed  with  Trice  Geary & Myers  LLC,  the
independent  auditors  for the  Company  for 2000,  the  matters  required to be
discussed  by  Statement  on  Auditing  Standards  61. The Audit  Committee  has
received the written  disclosures and the letter from the  independent  auditors
required by  Independent  Standards  Board Standard No. 1 and has discussed with
the independent auditors the independent auditors' independence.


<PAGE>
                                       10


     Based  on  the  foregoing  review  and  discussions,  the  Audit  Committee
recommended  to the  Company's  Board of  Directors  that the audited  financial
statements be included in the Company's  Annual Report on Form 10-K for the year
2000 for filing with the Securities and Exchange Commission.

     Each member of the Audit Committee, other than Frederick W. Kuethe, III, is
independent,  as  independence  is defined in Rule  4200(a)(15)  of the  listing
standards of the National  Association of Securities  Dealers (NASD). Mr. Kuethe
is the son of F. William Kuethe,  Jr., the President and Chief Executive Officer
of the Company,  and as such would not be  considered  "independent"  under such
NASD Rule.

     The Board of Directors of the Company has adopted a written charter for the
Audit Committee, which is attached to this Proxy Statement as Appendix A.

                                          THE AUDIT COMMITTEE
                                          Frederick W. Kuethe, III, Chairman
                                          Shirley E. Boyer
                                          Alan E. Hahn
                                          William N. Scherer, Sr.
                                          Karen B. Thorwarth


- --------------------------------------------------------------------------------
            PROPOSAL II -- AUTHORIZATION FOR APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------

Selection of Auditors

     Trice Geary & Myers LLC, which was the Company's  independent auditing firm
for the 2000 fiscal  year,  is expected to be retained by the Board of Directors
to  be  the  Company's   independent  auditors  for  the  2001  fiscal  year.  A
representative  of Trice  Geary & Myers LLC is  expected  to be  present  at the
Annual Meeting to respond to appropriate  questions from  stockholders  and will
have the  opportunity to make a statement if he or she so desires.  The Board of
Directors recommends a vote FOR the proposal to authorize the Board of Directors
to select an outside auditing firm for the ensuing year.

Auditing Fees

     The aggregate fees and  disbursements  billed by Trice Geary & Myers LLC to
the Company for the annual audit of the Company's  financial  statements and for
the review of the  Company's  three Forms 10-Q for the fiscal year 2000  totaled
$85,901.

Financial Information Systems Design and Implementation Fees

     During  fiscal  year 2000,  Trice  Geary & Myers LLC did not provide to the
Company any services with respect to financial  information  systems  design and
implementation.

All Other Fees

     The aggregate fees and  disbursements  billed by Trice Geary & Myers LLC to
the  Company  for all other  non-audit  services  for fiscal  year 2000  totaled
$46,406.  These non-audit services consisted  primarily of tax-related and other
services  ($13,853) and multiple year benefit plan audits and regulatory  audits
($25,053).  The Audit  Committee has  considered  whether the provision of these
services are compatible with maintaining the independence of Trice Geary & Myers
LLC.


<PAGE>
                                       11


- --------------------------------------------------------------------------------
                                  OTHER MATTERS
- --------------------------------------------------------------------------------

     The Board of  Directors  is not aware of any  business  to come  before the
Annual Meeting other than those matters  described above in this proxy statement
and matters incident to the conduct of the Annual Meeting. However, if any other
matters  should  properly  come before the Annual  Meeting,  it is intended that
proxies in the accompanying  form will be voted in respect thereof in accordance
with the determination of a majority of the named proxies.


- --------------------------------------------------------------------------------
             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------

     Pursuant to regulations  promulgated  under the Exchange Act, the Company's
officers, directors and persons who own more than ten percent of the outstanding
Common Stock  ("Reporting  Person") are required to file reports detailing their
ownership  and changes of  ownership  in such Common  Stock,  and to furnish the
Company with copies of all such reports.  Based on the Company's  review of such
reports  which the  Company  received  during the last fiscal  year,  or written
representations  from  Reporting  Persons  that no  annual  report  of change in
beneficial  ownership was required,  the Company  believes that, with respect to
the last fiscal year, all persons  subject to such reporting  requirements  have
complied with the reporting requirements.

- --------------------------------------------------------------------------------
                                  MISCELLANEOUS
- --------------------------------------------------------------------------------

     The cost of  soliciting  proxies will be borne by the Company.  The Company
will reimburse  brokerage firms and other  custodians,  nominees and fiduciaries
for  reasonable  expenses  incurred by them in sending  proxy  materials  to the
beneficial  owners  of Common  Stock.  In  addition  to  solicitations  by mail,
directors,  officers and regular  employees  of the Company may solicit  proxies
personally  or  by  telegraph  or  telephone  without  additional   compensation
therefor.

     The  Company's  2000 Annual  Report to  Stockholders,  including  financial
statements,  has been  mailed to all  stockholders  of record as of the close of
business on the Record Date with this Proxy  Statement.  Any stockholder who has
not  received a copy of such  Annual  Report may obtain a copy by writing to the
Secretary of the Company.  Such Annual  Report is not to be treated as a part of
the  proxy  solicitation  material  or as  having  been  incorporated  herein by
reference.  A copy of the Company's Form 10-K for the fiscal year ended December
31, 2000 as filed with the Securities and Exchange  Commission will be furnished
without  charge to  stockholders  as of the Record Date upon written  request to
Chief  Financial  Officer,  Glen Burnie Bancorp,  101 Crain Highway,  S.E., Glen
Burnie, Maryland 21061.


- --------------------------------------------------------------------------------
                              STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

     Any  stockholder  desiring to present a proposal at the 2002 Annual Meeting
of  Stockholders  and  wishing  to have  that  proposal  included  in the  proxy
statement  for that meeting must submit the same in writing to the  Secretary of
the Company at 101 Crain Highway, S.E., Glen Burnie,  Maryland 21061, in time to
be received by December 11, 2001. The persons  designated by the Company to vote
proxies  given by  stockholders  in connection  with the  Company's  2002 Annual
Meeting of Stockholders  will not exercise any  discretionary  voting  authority
granted in such proxies on any matter not disclosed in the Company's  2002 proxy
statement with respect to which the Company has received written notice no later
than February 24, 2002 that a stockholder  (i) intends to present such matter at
the 2002  Annual  Meeting,  and (ii)  intends  to and  does  distribute  a proxy
statement  and proxy card to holders of such  percentage of the shares of Common
Stock required to approve the matter. If a stockholder fails to provide evidence
that the  necessary  steps have been taken to complete a proxy  solicitation  on

<PAGE>
                                       12


such matter,  the Company may exercise its discretionary  voting authority if it
discloses  in its 2002 proxy  statement  the nature of the  proposal  and how it
intends to exercise its discretionary voting authority.


                                        BY ORDER OF THE BOARD OF DIRECTORS


                                        Dorothy A. Abel
                                        SECRETARY

Glen Burnie, Maryland
April 10, 2000


<PAGE>
                                       1


                                                                      APPENDIX A
                                                                      ----------

                               GLEN BURNIE BANCORP
                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
                                     CHARTER


PURPOSE

     The Audit Committee (the  "Committee")  assists the Board of Directors (the
"Board") of Glen Burnie  Bancorp (the  "Company") in their  responsibilities  to
oversee the  independence of the independent  auditor and evaluate the Company's
financial  reporting   practices,   accounting  policies  and  internal  control
structure.  The Audit Committee fulfills these  responsibilities by carrying out
the activities enumerated in this Charter.

COMPOSITION

     The Committee will be comprised of three or more directors as determined by
the  Board.  The  members  of the  Committee  will  meet  the  independence  and
experience  requirements  specified by applicable  regulations of the Securities
and Exchange Commission ("SEC") and relevant self-regulatory organizations.  The
members  of the  Committee  will be  appointed  annually  at the  organizational
meeting  of the full  Board held in May.  The Board  will  select one  Committee
member to the  Committee  Chair,  and may appoint one or more staff  members and
engage consultants to assist the Committee.

RESPONSIBILITY

     The Committee is a part of the Board. Its primary function is to assist the
Board in  fulfilling  its  oversight  responsibilities  with  respect to (i) the
annual  financial  information to be provided to shareholders  and the SEC; (ii)
the review of  quarterly  financial  statements;  (iii) the  system of  internal
controls that management has established;  and (iv) the internal audit, external
audit and loan review processes.  In addition,  the Committee provides an avenue
for  communication  between  the  internal  auditor,  the  independent  auditor,
financial management and the Board.

     The  Committee  should  have a clear  understanding  with  the  independent
auditor that the independent auditor must maintain an open relationship with the
Committee, and that the ultimate accountability of the independent auditor is to
the Board and the  Committee.  The  Committee  will make regular  reports to the
Board concerning its activities.

     While the Audit Committee has the  responsibilities and powers set forth in
this  Charter,  it is not the duty of the  Audit  Committee  to plan or  conduct
audits or to determine that the Company's financial  statements are complete and
accurate and are in accordance with generally  accepted  accounting  principles.
This is the responsibility of management and the independent  auditor. Nor is it
the  duty  of  the  Audit  Committee  to  conduct  investigations,   to  resolve
disagreements,  if any,  between  management and the  independent  auditor or to
assure  compliance with laws and regulations and the Company's  business conduct
guidelines.

AUTHORITY

     Subject to prior approval of the Board, the Committee is granted  authority
to  investigate  any  matter or  activity  involving  financial  accounting  and
financial  reporting,  as well as the internal controls of the Company.  In that
regard,  the  Committee  will have the  authority  to approve the  retention  of
external  professionals  to render  advice  and  counsel  in such  matters.  All
employees  will be directed to cooperate  with  respect  thereto as requested by
members of the Committee.

MEETINGS

     The  Committee  will meet  monthly,  or more  frequently  as  circumstances
dictate.  The  Committee  may, at its  discretion,  meet in  separate  executive
sessions  with the chief  financial  officer,  independent  auditor and internal
auditor.


<PAGE>
                                       2


ATTENDANCE

     Committee  members will strive to be present at all meetings.  As necessary
or  desirable,  the Committee  Chair may request that members of management  and
representatives  of the independent  auditor and internal  auditor be present at
Committee meetings.

SPECIFIC DUTIES

     To fulfill its responsibilities and duties the Audit Committee shall:

     (i) Review and reassess the adequacy of this charter annually and recommend
any  proposed  changes  to the  Board  for  approval.  This  should  be  done in
compliance with applicable regulatory Audit Committee requirements.  The charter
is to be published as an appendix to the Company's  proxy  statement every three
years.

     (ii)  Evaluate,  select,  and where  appropriate,  replace  an  independent
auditor who is ultimately  accountable  to the Audit  Committee and the Board as
representatives of the Company's shareholders.

     (iii)  Review the scope and  general  extent of the  independent  auditor's
annual audit.  The  Committee's  review should include an  explanation  from the
independent  auditor of the factors considered by the auditor in determining the
audit scope,  including the major risk factors.  The independent  auditor should
confirm to the Committee  that no  limitations  have been placed on the scope or
nature of their  audit  procedures.  The  Committee  will review  annually  with
management the fee arrangement with the independent auditor.

     (iv) Review with management,  the internal auditor and independent auditor,
the Company's accounting and financial reporting controls.

     (v) Review  with  management,  the  internal  auditor  and the  independent
auditor  significant   accounting  and  reporting   principles,   practices  and
procedures applied by the Company in preparing its financial statements.

     (vi) Discuss with the independent  auditor its judgments about the quality,
not  just the  acceptability  of the  Company's  accounting  principles  used in
financial reporting.

     (vii) Review legal and regulatory matters that may significantly impact the
financial affairs or operations of the Company.

     (viii) Inquire as to the independence of the independent auditor and obtain
from the  independent  auditor,  at least annually,  a formal written  statement
delineating all relationships between the independent auditor and the Company as
contemplated  by  Independence  Standards  Board  Standard  No. 1,  Independence
Discussions with Audit Committees.

     (ix) Review  with  financial  management  and the  independent  auditor the
quarterly  financial  statements prior to the filing of the Company's Form 10-Q.
The review  will focus on the impact of  significant  events,  transactions  and
changes  in  accounting  estimates  considered  by the  independent  auditor  in
performing their review of the Company's interim financial statements. The Chair
of the Committee may represent the entire  committee for purpose of this review.
At the  completion of the annual audit,  review with  management,  the Company's
internal auditor and the independent auditor the following:

*    The  Company's  annual  financial  statements  and  related  footnotes  and
     financial  information  to be included in the  Company's  annual  report to
     shareholders and on annual report on Form 10- K.

*    Results of the audit of the  financial  statements  and the related  report
     thereon  and,  if  applicable,  a  report  on  changes  during  the year in
     accounting principles and their application.

*    Any  significant  changes  to the  audit  plan,  any  serious  disputes  or
     difficulties with management encountered during the audit, and the level of
     cooperation  received by the  independent  auditor from  Company  personnel
     during the  audit,  including  access to all  requested  records,  data and
     information.
<PAGE>
                                       3


*    Any disagreements between the independent auditor and management, which, if
     not satisfactorily  resolved,  would have caused the independent auditor to
     issue a nonstandard report on the Company's financial statements.

*    Other  communications  as required to be  communicated  by the  independent
     auditor by  Statement of Auditing  Standards  (SAS) 61 as amended by SAS 90
     relating to the conduct of the audit. Such  communication  should include a
     discussion of the independent  auditor's  judgment about the quality of the
     Company's accounting principles.

     If deemed  appropriate  after such review and discussion,  recommend to the
Board that the financial  statements be included in the Company's  annual report
on Form 10-K.

     (x) Meet with management,  the internal auditor and the independent auditor
to discuss any relevant significant recommendations that the independent auditor
may have,  particularly  those  characterized  as "reportable  conditions".  The
Committee  should review  responses of management to the  reportable  conditions
from the  independent  auditor and  receive  follow-up  reports on action  taken
concerning the aforementioned recommendations.

     (xi) Review the scope of the annual internal audit and loan review plans.

     (xii)  Evaluate the internal  auditor's  risk  assessment  of the Company's
activities used in developing the annual audit plan.

     (xiii)  Receive  reports of major  findings  from the internal  auditor and
evaluate management's response in addressing the reported conditions.

     (xiv)  Evaluate the  performance  of and,  where  appropriate,  replace the
internal auditor.

     The Committee  shall have the power to conduct or authorize  investigations
into any matters within the Committee's scope of responsibilities. The Committee
shall be  empowered to retain  independent  counsel,  accountants,  or others to
assist it in the conduct of any investigation.


                                                          Adopted March 22, 2001
<PAGE>
                                       4



|X| PLEASE MARK VOTES              REVOCABLE PROXY
    AS IN THIS EXAMPLE           GLEN BURNIE BANCORP
                         2001 ANNUAL MEETING OF STOCKHOLDERS

The undersigned  hereby  constitutes  and appoints John E. Demyan,  Frederick W.
Kuethe,  III,  and John I Young,  or a  majority  of them,  with full  powers of
substitution,  as attorneys-in-fact and agents for the undersigned,  to vote all
shares of Common Stock of Glen Burnie Bancorp which the  undersigned is entitled
to vote at the Annual Meeting of  Stockholders,  to be held at La Fontaine Bleu,
7514 Ritchie Highway,  Glen Burnie,  Maryland on Thursday,  May 10, 2001 at 2:00
p.m.,  Eastern  Time (the  "Annual  Meeting"),  and at any and all  adjournments
thereof, as indicated below and as determined by a majority of the named proxies
with respect to any other matters presented at the Annual Meeting.

<TABLE>
<CAPTION>
                                                                                          VOTE               FOR
                                                                        FOR             WITHHELD            EXCEPT
                                                                        ---             --------            ------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

1.  To elect as directors all nominees listed below:                    [ ]                [ ]               [ ]
    F. William Kuethe, Jr.
    William N. Scherer, Sr.
    Thomas Clocker
    Karen Thorwarth

INSTRUCTION:  TO WITHHOLD YOUR VOTE FOR ANY LISTED NOMINEE,  MARK THE FOR EXCEPT
BOX AND INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.

- --------------------------------------------------------------------------------

                                                                        FOR              AGAINST           ABSTAIN
                                                                        ---              -------           -------
2. To authorize the Board of Directors to select auditors for           [ ]                [ ]               [ ]
   the 2001 fiscal year

The Board of Directors recommends a vote "FOR" the above listed propositions.

</TABLE>
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX        [  ]

                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE ABOVE  NOMINEES  AND FOR  PROPOSAL 2. IF ANY
OTHER BUSINESS IS PROPERLY  PRESENTED AT THE ANNUAL MEETING,  THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN  ACCORDANCE  WITH THE  DETERMINATION  OF A
MAJORITY OF THE NAMED PROXIES. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS  THEREOF TO VOTE WITH  RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE  THE  NOMINEE  IS  UNABLE  TO SERVE OR FOR GOOD  CAUSE  WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.

Please be sure to sign and date this Proxy in the box below.

Date _________________

__________________________________            __________________________________
Stockholder sign above                        Co-holder (if any) sign above


<PAGE>
                                       5


               Detach above card, sign, date and mail in postage
                            paid envelope provided.

                               GLEN BURNIE BANCORP

Should the above signed be present and elect to vote at the Annual Meeting or at
any adjournment  thereof and after  notification to the Secretary of the Company
at the Annual  Meeting of the  stockholder's  decision to terminate  this proxy,
then the power of said  attorneys and proxies shall be deemed  terminated and of
no further force and effect. The above signed hereby revokes any and all proxies
heretofore  given with  respect to the shares of Common  Stock held of record by
the above signed. The above signed  acknowledges  receipt from the Company prior
to the execution of this proxy of notice and a proxy statement and a 2000 Annual
Report to stockholders for the annual meeting.

Please sign exactly as your name appears on the envelope in which this proxy was
mailed. When signing as attorney, executor, administrator,  trustee or guardian,
please  give your full title.  If shares are held  jointly,  each holder  should
sign.

                               PLEASE ACT PROMPTLY
                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY

IF YOUR ADDRESS HAS CHANGED,  PLEASE  CORRECT THE ADDRESS IN THE SPACE  PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.


__________________________________

__________________________________

__________________________________


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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