<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>gbb3310210q.txt
<DESCRIPTION>GLEN BURNIE BANCORP 3/31/02 10-Q
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

                 For the Quarterly period ended March 31, 2002

                                       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 1, 2002,  the number of shares  outstanding  of the  registrant's  common
stock was 1,665,683.

<PAGE>


                                TABLE OF CONTENTS




Part I-Financial Information                                        Page
                                                                      ----

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

                 Condensed Consolidated Balance Sheets,
                 March 31, 2002 (unaudited) and
                 December 31, 2001 (audited)                            3

                 Condensed Consolidated Statements of Income
                 for the Three Months Ended March 31, 2002
                 and 2001 (unaudited)                                   4

                 Condensed Consolidated Statements of Comprehensive
                 Income for the Three Months Ended March 31,
                 2002 and 2001 (unaudited)                              5

                 Condensed Consolidated Statements of Cash Flows
                 for the Three Months Ended March 31, 2002
                 and 2001 (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>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                                                                       March 31, 2002      December 31,
                                     ASSETS                                              (unaudited)           2001
                                                                                                               ----

<S>                                                                                         <C>              <C>
Cash and due from banks                                                                     $9,288           $10,888
Interest-bearing deposits in other financial institutions                                        0             1,879
Federal funds sold                                                                           9,650             5,453
                                                                                            ------           -------
       Cash and cash equivalents                                                            18,938            18,220
Certificates of deposit in other financial institutions                                        100               100
Investment securities available for sale, at fair value                                     58,575            55,548
Investment securities held to maturity, at cost
   (fair value March 31: $14,640;  December 31: $16,881)                                    14,376            16,517
Federal Home Loan Bank stock, at cost                                                          703               652
Common Stock in the Glen Burnie Statutory Trust I                                              155               155
Loans, less allowance for credit losses
   (March 31: $2,832; December 31: $2,938)                                                 162,320           164,569
Premises and equipment, at cost, less accumulated depreciation                               3,757             3,887
Other real estate owned                                                                        419               420
Other assets                                                                                 3,665             3,294
                                                                                            ------           -------
                   Total assets                                                           $263,008          $263,362
                                                                                          ========          ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits                                                                                  $229,252          $229,307
Short-term borrowings                                                                          813               882
Long-term borrowings                                                                         7,269             7,275
Other liabilities                                                                            2,037             2,881
                                                                                          --------          --------
                  Total liabilities                                                        239,371           240,345
                                                                                          --------          --------

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: 1,665,683 shares;
   December 31: 1,663,560 shares                                                             1,666             1,664
Surplus                                                                                     10,424            10,390
Retained earnings                                                                            6,792             5,971
Accumulated other comprehensive loss, net of tax                                             (400)             (163)
                                                                                          --------          --------
                   Total stockholders' equity                                               18,482            17,862
                                                                                          --------          --------
                   Total liabilities and stockholders' equity                             $263,008          $263,362
                                                                                          ========          ========


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


                                       3
<PAGE>




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


<TABLE>

<CAPTION>
                                                                 Three Months Ended March 31
                                                                     2002            2001
                                                                     ----            ----
Interest income on:
<S>                                                                 <C>             <C>
   Loans, including fees                                            $3,115          $3,286
   U.S. Treasury and U.S. Government agency securities                 605             642
   State and Municipal securities                                      258             124
   Other                                                               143             239
                                                                    ------          ------
       Total interest income                                         4,121           4,291
                                                                    ------          ------

Interest expense on:
   Deposits                                                          1,124           1,488
   Short-term borrowings                                                 2               7
   Long-term borrowings                                                106             108
   Junior subordinated debentures                                      136             141
                                                                    ------          ------
       Total interest expense                                        1,368           1,744
                                                                    ------          ------

          Net interest income                                        2,753           2,547

Provision for credit losses                                              0               0
                                                                    ------          ------

          Net interest income after provision for credit losses      2,753           2,547
                                                                    ------          ------

Other income:
   Service charges on deposit accounts                                 249             232
   Other fees and commissions                                          138             141
   Other non-interest income                                           767               7
   Gains on investment securities                                        4              18
                                                                    ------          ------
       Total other income                                            1,158             398
                                                                    ------          ------

Other expenses:
   Salaries and employee benefits                                    1,424           1,391
   Occupancy                                                           146             164
   Other expenses                                                      900             791
                                                                    ------          ------
       Total other expenses                                          2,470           2,346
                                                                    ------          ------

Income before income taxes                                           1,441             599

Income tax expense                                                     453             167
                                                                    ------          ------

Net income                                                           $ 988           $ 432
                                                                     =====           =====
Basic and diluted earnings per share of common stock                 $0.59           $0.27
                                                                     =====           =====

Weighted average shares of common stock outstanding              1,663,770       1,657,105
                                                                 =========       =========
Dividends declared per share of common stock                         $0.10           $0.10
                                                                     =====           =====

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


                                       4
<PAGE>

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

<TABLE>

<CAPTION>
                                                     Three Months Ended March 31
                                                           2002        2001
                                                           ----        ----

<S>                                                        <C>         <C>
Net income                                                 $988        $432

Other comprehensive income (loss), net of tax

   Unrealized gains (losses) securities:

       Unrealized holding gains (losses) arising
       during period                                       (235)        159

       Reclassification adjustment for gains
       included in net income                                (2)        (11)
                                                           ----        ----
Comprehensive income                                       $751        $580
                                                           ====        ====


                See accompanying notes to condensed consolidated
                             financial statements.

</TABLE>

                                       5
<PAGE>




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

<TABLE>

<CAPTION>
                                                                                         Three Months Ended March 31,
                                                                                            2002              2001
                                                                                            ----              ----

Cash flows from operating activities:
<S>                                                                                         <C>               <C>
Net income                                                                                  $988              $432
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation, amortization, and accretion                                                 114               151
   Provision for credit losses                                                                 0                 0
   Gains on disposals of assets, net                                                          (4)                0
   Changes in assets and liabilities:
      (Increase) decrease in other assets                                                   (255)               83
      Decrease in other liabilities                                                         (816)             (603)
                                                                                            ----              ----
Net cash provided by operating activities                                                     27                63
                                                                                            ----              ----

Cash flows from investing activities:
    Maturities of available for sale mortgage-backed securities                            2,684               738
    Proceeds from disposals of investment securities                                       3,134             2,500
    Purchases of investment securities                                                    (7,025)           (4,524)
    Purchases of Federal Home Loan Bank stock                                                (51)                0
    Decrease in loans, net                                                                 2,249             4,245
    Purchases of premises and equipment                                                      (12)             (100)
    Proceeds from sale of other real estate                                                    1                 1
                                                                                          ------             -----

Net cash provided by investing activities                                                    980             2,860
                                                                                          ------             -----

Cash flows from financing activities:
   (Decrease) increase in deposits, net                                                      (55)            6,609
    Decrease in short-term borrowings                                                        (69)             (361)
    Repayment of long-term borrowings                                                         (6)               (5)
    Dividends paid                                                                          (195)             (380)
    Common stock dividends reinvested                                                         36                39
    Repurchase and retirement of common stock                                                  0              (119)
                                                                                          ------             -----

Net cash (used) provided by financing activities                                            (289)            5,783
                                                                                          ------             -----

Increase in cash and cash equivalents                                                        718             8,706

Cash and cash equivalents, beginning of year                                              18,220            15,509
                                                                                          ------           -------

Cash and cash equivalents, end of period                                                 $18,938           $24,215
                                                                                         =======           =======



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


                                       6
<PAGE>



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

NOTE 1 - BASIS OF PRESENTATION

          The  accompanying  unaudited  consolidated  financial  statements were
prepared in accordance with  instructions for Form 10-Q and,  therefore,  do not
include all  information  and notes  necessary  for a complete  presentation  of
financial position, results of operations,  changes in stockholders' equity, and
cash flows in conformity with generally accepted accounting principles. However,
all adjustments  (consisting  only of normal  recurring  accruals) which, in the
opinion of management,  are necessary for a fair  presentation  of the unaudited
consolidated   financial  statements  have  been  included  in  the  results  of
operations for the three months ended March 31, 2002 and 2001.

          Operating results for the three-month  period ended March 31, 2002 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 2002.

NOTE 2 - PRIOR YEAR'S ADJUSTMENTS

          The  results  for the three  months  ended  March  31,  2001 have been
restated to reflect a positive amendment to the Company's post-retirement health
insurance  benefit plan effective  during the first quarter of 2001 and reported
in the Company's  audited  financial  statements for the year ended December 31,
2001.

NOTE 3 - EARNINGS PER SHARE

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

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



                                       7
<PAGE>

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

RESULTS OF OPERATIONS

          General.  Glen Burnie Bancorp, a Maryland corporation (the "Company"),
and its  subsidiaries,  The Bank of Glen Burnie (the "Bank") and GBB Properties,
Inc.,  both  Maryland  corporations,  and  Glen  Burnie  Statutory  Trust  I,  a
Connecticut business trust, had consolidated net income of $988,000 ($0.59 basic
and diluted earnings per share) for the first quarter of 2002, compared to first
quarter  2001  consolidated  net income of  $432,000  ($0.27  basic and  diluted
earnings per share). Included in the results for the 2002 period is an after-tax
increase of $470,000 in consolidated net income ($764,000  pre-tax) arising from
the negative  amendment on the Bank's  post-retirement  health insurance benefit
plan  which was  recognized  in the  first  quarter  of 2002.  The  increase  in
consolidated  net income was also due to an  increase in  securities  income and
decrease in interest  expense on  deposits,  partially  offset by an increase in
salary and employee benefits.  All historic earnings per share figures have been
adjusted to reflect the Company's stock dividend paid on June 21, 2001.

          Net Interest  Income.  The Company's  consolidated net interest income
prior to provision  for credit  losses for the three months ended March 31, 2002
was $2,753,000,  compared to $2,547,000 for the same period in 2001, an increase
of $206,000 (or 8.0%) for the  three-month  period.  This increase was primarily
attributable  to an increase  in  securities  income,  and a decline in interest
expenses on deposits, partially offset by a decline in interest income on loans.

          Interest income  decreased  $170,000 (4.0%) for the three months ended
March 31, 2002,  compared to the same period in 2001,  due to a decrease in loan
income and income on other investments as a result of a declining  interest rate
environment.

          Interest expense decreased $376,000 (21.6%) for the three months ended
March 31, 2002  compared to the 2001  period,  principally  due to a decrease in
interest  expense  on  deposits  as  a  result  of  a  declining  interest  rate
environment.

          Net  interest  margins for the three  months  ended March 31, 2002 was
4.80%,  compared to tax equivalent  net interest  margins of 5.03% for the three
months ended March 31, 2001. The decrease in net interest  margins for the three
ended March 31, 2002 was  primarily  due to a decline in the  interest  rates on
earning assets, partially offset by a decline in the interest rates on deposits.

          Provision For Credit Losses. The Company made no additional  provision
for credit  losses during the three month periods ended March 31, 2002 and 2001.
As of March 31,  2002,  the  allowance  for  credit  losses  equaled  596.21% of
non-accrual  and past due loans  compared  to 445.30% at  December  31, 2001 and
1,556.54% at March 31, 2001. During the three month period ended March 31, 2002,
the Company recorded net charge-offs of $106,000, compared to net charge-offs of
$54,000  during the  corresponding  period of the prior year.  On an  annualized
basis,  net charge-offs for the 2002 period  represent 0.26% of the average loan
portfolio.

          Other Income. Other income increased from $398,000 for the three month
period ended March 31, 2001, to $1,158,000 for the corresponding  2002 period, a
$760,000 (191.0%) increase. The increase was primarily due to a gain of $764,000
arising  from  the  negative  amendment  on the  Bank's  post-retirement  health
insurance benefit plan which was recognized in the quarter ended March 31, 2002.

          Other Expense.  Other expense  increased from $2,346,000 for the three
month period ended March 31, 2001,  to  $2,470,000  for the  corresponding  2002
period, a $124,000 (5.3%) increase. The increase was primarily due to a increase
in salary and benefit expenses, service contracts and professional fees included
in other expenses.

          Income  Taxes.  During the three  months  ended  March 31,  2002,  the
Company  recorded  income tax  expense of  $453,000,  compared  to an income tax
expense  of  $167,000,  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 2002 was 31%, compared to 28% for the prior year period.



                                       8
<PAGE>

FINANCIAL CONDITION

          General.  The Company's  assets decreased to $263,008,000 at March 31,
2002 from  $263,362,000  at  December  31, 2001  primarily  due to a decrease in
loans,  partially  offset  by an  increase  in cash  and  cash  equivalents  and
investments.  The  Bank's  net loans  totaled  $162,320,000  at March 31,  2002,
compared to $164,569,000 at December 31, 2001, a decrease of $2,249,000  (1.4%),
primarily attributable to a decline in the portfolio of indirect loans.

          The Company's total investment  securities  portfolio  (including both
investment  securities  available  for sale and  investment  securities  held to
maturity)  totaled  $72,951,000  at March 31, 2002, a $886,000 or 1.2%  increase
from  $72,065,000  at December  31, 2001.  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, 2002, totaled $18,938,000,  an increase
of  $718,000  (3.9%)  from the  December  31,  2001  total of  $18,220,000.  The
aggregate market value of investment securities held by the Bank as of March 31,
2002 was $73,215,000 compared to $72,429,000 as of December 31, 2001, a $786,000
(1.1%) increase.

          Deposits  as of  March  31,  2002  totaled  $229,252,000,  which  is a
decrease  of $55,000  (.02%) from  $229,307,000  at December  31,  2001.  Demand
deposits  as of March 31,  2002  totaled  $58,819,000  which is an  increase  of
$3,134,000  (5.6%) from  $55,685,000  at December 31,  2001.  NOW accounts as of
March 31, 2002 totaled $20,790,225 which is a decrease of $1,605,478 (7.2%) from
$22,395,703  at December  31, 2001.  Money market  accounts as of March 31, 2002
totaled $19,417,759,  which is a decrease of $1,208,490 (5.9%), from $20,626,249
at December 31, 2001. Savings deposits as of March 31, 2002 totaled $44,293,691,
an increase  of  $1,948,731  (4.6%)  from  $42,344,960  at  December  31,  2001.
Certificates of deposit over $100,000  totaled  $16,871,870 on March 31, 2002, a
decrease of $763,596  (4.3%) from  $17,635,466 at December 31, 2001.  Other time
deposits (made up of  certificates  of deposit less than $100,000 and individual
retirement  accounts) totaled $69,124,104 on March 31, 2002, a $1,495,128 (2.1%)
decrease from the $70,619,232 total at December 31, 2001.

          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.


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                         At March 31        At December 31,
                                                                         -----------        ---------------
                                                                             2002                 2001
                                                                             ----                 ----
                                                                               (Dollars in Thousands)

<S>                                                                            <C>                  <C>
Restructured loans                                                             $39                  $0
                                                                               ===                  ==

Non-accrual loans:
   Real estate - mortgage:
     Residential                                                              $180                $284
     Commercial                                                                 42                 189
   Real estate - construction                                                    8                   0
   Installment                                                                  85                  88
   Credit card & related                                                         0                   0
   Commercial                                                                   28                  40
                                                                              ----                ----

       Total non-accrual loans                                                 343                 601
                                                                              ----                ----

Accruing loans past due 90 days or more: Real estate - mortgage:
     Residential                                                               113                  45
     Commercial                                                                  0                   0
   Real estate - construction                                                    0                   0
   Installment                                                                  19                  13
   Credit card & related                                                         0                   1
   Commercial                                                                    0                   0
   Other                                                                         0                   0
                                                                              ----                ----

       Total accruing loans past due 90 days or more                           132                  59
                                                                              ----                ----

       Total non-accrual and past due loans                                   $475                $660
                                                                              ====                ====

Non-accrual and past due loans to gross loans                                0.28%               0.39%
                                                                             =====               =====

Allowance for credit losses to non-accrual and past due loans              596.21%             445.30%
                                                                           =======             =======
</TABLE>


          At March 31, 2002,  there was one loan with an outstanding  balance of
$42,447,  not reflected in the above table, which,  although not 90 days or more
past due,  management  has  identified as a potential  problem loan due to known
information   about  possible  credit  problems  of  the  borrower  which  cause
management  to have  doubts as to the  ability of such  borrower  to comply with
present loan repayment terms.

          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.



                                       10
<PAGE>

         Transactions in the allowance for credit losses for the three months
ended March 31, 2002 and 2001 were as follows:

                                                        Three Months Ended
                                                              March 31
                                                        2002          2001
                                                        ----          ----
                                                      (Dollars in Thousands)

Beginning balance                                      $2,938        $3,385

Charge-offs                                              (140)         (155)
Recoveries                                                 34           101
                                                       ------        ------
Net charge-offs                                          (106)         (54)
Provisions charged to operations                            0            0
                                                       ------       ------
Ending balance                                         $2,832       $3,331
                                                       ======       ======

Average loans                                        $163,338     $159,021
Net charge offs to average loans (annualized)            0.26%        0.14%


          Reserve for Unfunded Commitments. For the three months ended March 31,
2002,  the  Bank  had  outstanding   commitments  totaling  $13,647,850.   These
outstanding commitments consisted of letters of credit, undrawn lines of credit,
and other loan  commitments.  The following table shows the Bank's allowance for
credit losses arising from these unfunded commitments:

                                                         Three Months Ended
                                                              March 31
                                                         2002          2001
                                                         ----          ----
                                                       (Dollars in Thousands)

Beginning balance                                        $150           $0

Provisions charged to operations                            0            0
                                                         ----         ----
Ending balance                                           $150           $0
                                                         ====         ====


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, 2002, totaled $18,938,000, an increase of $118,000 (0.6%)
from the December 31, 2001 total of $18,820,000.



                                       11
<PAGE>

          As of March 31, 2002,  the Bank was permitted to draw on a $31,600,000
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,
2002, 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, 2002,  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 $620,000 or 3.5%,
during the three months ended March 31, 2002, due to earnings,  partially offset
by decreases in equity  accounts  from  dividend  distributions.  The  Company's
accumulated  other  comprehensive  loss,  net of tax  increased by $237,000 from
$163,000 at December  31,  2001 to  $400,000 at March 31,  2002,  as a result of
increased unrealized holding losses on investment  securities arising during the
period.  Retained earnings  increased by $821,000 as the result of the Company's
earnings  during  the  quarter  which were  partially  offset by  dividends.  In
addition,  $36,000 was transferred to stockholders'  equity in consideration for
shares to be issued under the Company's  dividend  reinvestment  plan in lieu of
cash dividends.

          The Federal  Reserve  Board and the FDIC have  established  guidelines
with respect to the maintenance of appropriate levels of capital by bank holding
companies and state non-member banks,  respectively.  The regulations impose two
sets of capital adequacy  requirements:  minimum  leverage rules,  which require
bank  holding  companies  and banks to  maintain a  specified  minimum  ratio of
capital to total  assets,  and  risk-based  capital  rules,  which  require  the
maintenance of specified minimum ratios of capital to "risk-weighted" assets. At
March 31, 2002, the Bank was in full  compliance  with these  guidelines  with a
Tier 1 leverage ratio of 9.19%, a Tier 1 risk-based  capital ratio of 13.59% and
a total risk-based capital ratio of 14.85%.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Not applicable.


                                       12
<PAGE>

                           PART II - OTHER INFORMATION


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

(a)      Exhibits:

Exhibit No.

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

10.3      Amended and Restated Change-in-Control Severance Plan (incorporated by
          reference to Exhibit 10.3 to the  Registrant's  Annual  Report on Form
          10-K for the Fiscal Year Ended December 31, 2001, 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.



                                       13
<PAGE>



                                   SIGNATURES

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

                                       GLEN BURNIE BANCORP
                                       (Registrant)


Date: May 10, 2002                     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


                                       14
<PAGE>




                                                                    Exhibit 10.2
                                                                    ------------

                             THE BANK OF GLEN BURNIE
                          EMPLOYEE STOCK PURCHASE PLAN

1.        PURPOSES

          The purpose of this Plan is to  encourage  eligible  employees  of The
Bank of Glen Burnie and its  subsidiaries to acquire  ownership of Common Stock.
This Plan is intended to constitute an "Employee Stock Purchase Plan" within the
meaning of Section 423 of the Internal Revenue Code.

2.        DEFINITIONS

          The following words or terms used herein have the following meaning:

          (a)  The "Plan" shall mean this Employee Stock Purchase Plan.

          (b)  "Board" shall mean the Board of Directors of Glen Burnie Bancorp.

          (c)  "Shares" "Stock" or "Common Stock" shall mean shares of $1.00 par
               value common stock of Glen Burnie Bancorp.

          (d)  The "Committee"  shall mean the committee  appointed by the Board
               to administer the Plan.

          (e)  "Employee"  shall mean any  employee  of The Bank of Glen  Burnie
               whose customary employment is for more than 20 hours per week.

          (f)  "Option"  shall mean the right of an Employee to purchase  Common
               Stock under the Plan.

          (g)  "Date of Grant" shall mean, in respect of any Option, the date on
               which the Board grants the Option under the Plan.

          (h)  "Date of  Exercise"  shall mean the date upon which the  Employee
               completes the payment  requirement  of the Option and is entitled
               to  delivery of the Shares so  purchased,  which date shall in no
               event be later than 27 months after the Date of Grant.

          (i)  "Option Period" shall mean the period commencing upon the Date of
               Grant and ending on the Date of Exercise.

          (j)  "Fair Market Value" shall mean a figure equivalent to the closing
               last sale price as reported by the Nasdaq  SmallCap Market on the
               specified  date,  but in no event less than 100% of year-end book
               value unless as provided in Section 8.

          (k)  "Annual Pay" shall mean the Employee's  annual  compensation  for
               the year  immediately  preceding  the Date of Grant as determined
               from payroll records.

3.        ELIGIBILITY

          Eligible  Employee  shall mean any Employee as that term is defined in
Section 2(e) above who has  completed  one year or more of  employment  with The
Bank of Glen Burnie on the initial Date of Grant of any Options  under the Plan.
Each employee who  completes  one year of  employment  after the initial Date of
Grant shall become an Eligible  Employee with respect to any subsequent Grant of
options on the date on which he completes such one year of employment.


                                       i
<PAGE>

4.        STOCK

          The Stock  subject  to the  Options  shall be  shares  of Glen  Burnie
Bancorp  authorized  but  unissued  ($1.00 par value per share).  The  aggregate
number of Shares  which may be issued  under  Options  shall not  exceed  10,000
shares of such Common Stock;  (except for  adjustments  under Section 5). Shares
optioned and not accepted, or if accepted,  not purchased,  shall continue to be
available for inclusion in any subsequent  Options that may be granted under the
Plan.

5.        GRANT OF OPTIONS

          The Board shall grant to Eligible  Employees  Options to purchase such
numbers  of Shares and at such time or times as it shall  determine,  subject to
the  limitations  of  Section 3 and 4 and  subject to the  following  additional
limitations:

          (a)  All Eligible  Employees  shall enjoy equal rights and  privileges
               under the plan,  and the number of shares  granted  under  Option
               shall bear a uniform relationship to compensation.

          (b)  No  Eligible-Employee  shall be granted an Option if, immediately
               after such Option were granted,  such Eligible Employee would own
               Stock possessing 5% or more of the total combined voting power or
               value of all  classes  of stock  of The Bank of Glen  Burnie.  In
               determining  whether the Stock ownership of an Eligible  Employee
               exceeds  this 5%  limit,  the  rules  of  Section  425(d)  of the
               Internal   Revenue  Code   (relating  to   attribution  of  stock
               ownership) shall apply, and Stock which the Eligible Employee may
               purchase under  outstanding  Options (whether or not such Options
               qualify for the special tax  treatment of Section  421(a) for the
               Internal  Revenue  Code)  shall be treated as Stock  owned by the
               Eligible Employee.

          (c)  No Eligible  Employee  may  purchase  more than  $25,000 of stock
               (based  upon the fair  market  value at the time the  Option  was
               granted) in one year,  unless he  purchased  less than $25,000 of
               stock in an earlier year when the Option was in effect.

          With  respect  to any  Option,  the Board will  specify  the number of
Shares to be made  available,  the Date of Grant,  the terms of the Option,  and
such terms and conditions not inconsistent with this Plan as may be necessary or
appropriate, provided that in no event shall the terms of the Option extend more
than 27 months  from the Date of Grant.  In the event of a  recapitalization  or
reclassification  affecting  Common  Stock,  the  number  of  Shares  which  may
thereafter  be issued under the Plan,  the number of Shares under Option at such
time, and the Option price will be  appropriately  adjusted as determined by the
Board.

6.        ADMINISTRATION OF THE PLAN

          The Plan shall be administered  by the Committee,  which shall consist
of not less than three members of the Board who are not eligible to  participate
in the Plan,  one of whom shall be  designated  as  Chairman.  The  Committee is
vested with full  authority to make,  administer,  and interpret  such equitable
rules and regulations  regarding the Plan as it may deem  advisable,  subject to
the terms of the Plan. Its determinations as to the interpretation and operation
of the Plan shall be final and conclusive.

          The  Committee  may act by a  majority  vote at a regular  or  special
meeting  or by  decision  reduced to  writing  and  signed by a majority  of the
Committee without a meeting.

          Members of the Committee shall be named by the Board.  Vacancies shall
be filled by the Board.

7.        PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION

          An Eligible  Employee  shall be notified by The Bank of Glen Burnie of
the Grant of any Option or Options to him. In order to  participate in the Plan,
the Eligible  Employee  must sign an  Acceptance of Option on a form provided by
The Bank of Glen Burnie showing the number of Shares that he elects to purchase,
and must  deliver it within 30 days after the date  appearing on the form to the
Secretary or other  officer  designated in the Option.  If an eligible  employee
elects to accept the option,  he must accept an option to purchase the number of
Shares  specified  in his Option,  or a lesser  number of shares but in no event
less than ten (10) shares.

                                       ii
<PAGE>

          Shares optioned and not accepted, or if accepted, not purchased, shall
continue to be available  for  inclusion in any  subsequent  Options that may be
granted under the Plan.

8.        PURCHASE PRICE

          The purchase  price per Share will be an amount equal to the lesser of
85% of the Fair  Market  Value of such  Share on the Date of Grant or 85% of the
Fair Market Value of such Share on the Date of Exercise;  provided, however, and
subject to the foregoing, in no event shall the purchase price be less than book
value per Share unless the Board in its discretion so determines.

9.        METHOD OF PAYMENT

          Payment for Shares under Options  accepted  pursuant to the Plan shall
be made in a lump sum payment within the term  specified by the Committee  which
in no case will be longer  than 27  months.  The Date of  Exercise  for  Options
accepted under this Plan shall be the date of the lump sum payment.

          Notwithstanding anything to the contrary herein set forth, an Eligible
Employee who has accepted an option may at any time prior to the  expiration  of
30 days after his  termination of employment with The Bank of Glen Burnie but in
no event after the  expiration  of a period of 27 months from the Date of Grant,
prepay the outstanding amount due.

          For purposes of this Section, an Eligible Employee shall not be deemed
to have  terminated his employment  while he is on military  leave,  sick leave,
furlough,  lay-off,  or other  bona fide  leave of  absence  (including  but not
limited to temporary  employment by the  Government) if the period of such leave
of  absence  does not  exceed  90 days,  or if  longer,  so long as his right to
reemployment  with The Bank of Glen Burnie is  guaranteed by law or by contract.
Where the  period of leave  exceeds  90 days and where the  Eligible  Employee's
right to  reemployment  is not  guaranteed  either by law or by  contract,  such
Eligible  Employee will be deemed to have  terminated his employment on the 91st
day of such leave.

          Notwithstanding  anything to the contrary herein set forth, no Options
granted  under the Plan may be  exercised  prior to such date as may be fixed by
the Board of Directors.

10.       RIGHTS AS STOCKHOLDER

          An Eligible  Employee will become a stockholder with respect to Shares
for which  payment  has been  completed  at the Date of  Exercise.  An  Eligible
Employee will not have any rights as a stockholder  with respect to Shares under
Option as provided in the Plan until he has become a stockholder  as provided in
the Plan.  A  certificate  for the  Shares  purchased  will be issued as soon as
practicable after an Eligible Employee becomes a stockholder.

11.       OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE

          Options   granted  to  an  Eligible   Employee   under  the  plan  are
exercisable, during such Eligible Employee's lifetime, only by him; such Options
may not be sold,  transferred  (other  than by will or the laws of  descent  and
distribution), pledged, or otherwise disposed of or encumbered.

12.       CANCELLATION OF ACCEPTANCE OF OPTION

          At any time prior to, but in no event following, his Date of Exercise,
an  Eligible  Employee  who has  elected  to  purchase  Shares  may  cancel  his
Acceptance  of  Option  as to any or all of such  Shares  by  written  notice of
cancellation  delivered to the officer  designated to receive his  Acceptance of
Option.  If an Eligible  Employee  cancels his Acceptance of Option as to only a
part of the Shares,  he shall make the required payment as provided in Section 9
above with respect to the number of Shares for which his Acceptance of Option is
not cancelled.

                                      iii

<PAGE>

13.       EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE

          Subject to other provisions of the Plan permitting  postponement,  The
Bank of Glen Burnie may treat the  failure by an  Eligible  Employee to make any
payment as a  cancellation  of his  Acceptance  of Option.  In that  event,  the
Eligible Employee will be notified of such cancellation by mailing notice to him
at his last known business or home address.

14.       RETIREMENT

          If the employment of an Eligible  Employee is terminated by retirement
prior to the end of the Option Period,  and such Eligible  Employee may elect to
pay for his Shares within twelve (12) months of his termination of employment by
retirement,  but in no event later than 27 months  after the Date of Grant.  The
Date of Exercise  with  respect to his Option shall be the date of such lump sum
payment.

15.       DEATH

          If the employment of an Eligible Employee is terminated by death prior
to the  end of the  Option  Period,  the  executors  or  administrators  of such
deceased  Eligible Employee or any person or persons who shall have acquired the
Option directly from such deceased  Eligible  Employee by bequest or inheritance
may elect,  at any time  within six (6) months  after such  Eligible  Employee's
death,  but in no event after the  expiration of a period of 27 months after the
Date  of  Grant  (1) to pay  the  amount  due,  or (2) to  cancel  the  Eligible
Employee's Acceptance of Option in accordance with the provisions of Section 12.
In the event an election is made to pay the amount  due,  the Date of  Exercise,
with respect to the deceased Eligible  Employee's  Option,  shall be the date on
which such payment is made.

16.       APPLICATION OF FUNDS

          All funds  received  by The Bank of Glen  Burnie in payment for Shares
purchased under the Plan may be used for any valid corporate purpose.

17.       NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE

          Any Eligible  Employee who shall dispose of any Shares  received under
the Plan  within the later of two years from Date of Grant or one year from Date
of Exercise  shall  notify the Cashier of The Bank of Glen Burnie as to the date
of disposition, the sale price (if any), and number of Shares involved.

18.       COMMENCEMENT OF PLAN

          The Plan shall not take  effect  until  approved by the holders of the
majority of the Shares of the Common  Stock of The Bank of Glen Burnie  present,
in  person  or by  proxy,  and  entitled  to vote at a duly  held  stockholders'
meeting,  which  approval must occur within the period  beginning  twelve months
before and ending twelve months after the date the Plan is adopted by the Board.

19.       GOVERNMENTAL APPROVALS OR CONSENTS

          The  Plan  and any  Options  granted  thereunder  are  subject  to any
governmental approvals or consent that may be or become applicable in connection
therewith. The Board may make such changes in the Plan and include such terms in
any Option  granted  under the Plan as may be  necessary  or  desirable,  in the
opinion  of  counsel  of The Bank of Glen  Burnie  to  comply  with the rules or
regulations of any  governmental  authority,  or to be eligible for tax benefits
under the Internal Revenue Code or the laws of any state.

20.       AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN

          The Board may,  insofar as permitted by law,  from time to time,  with
respect to any Shares at any time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect  whatsoever  except that,  without
the approval of the holders of the majority of the outstanding  Shares of Common
stock of Glen Burnie  Bancorp no such  revision or  amendment  shall  change the
number of Shares  subject to the Plan or permit  granting  of Options  under the
Plan  to  persons  other  than  the  employees  of  The  Bank  of  Glen  Burnie.

                                       iv
<PAGE>

Furthermore,  the Plan may not,  without  the  approval  of the  holders  of the
majority of the outstanding Shares of the Common Stock of Glen Burnie Bancorp be
amended in any manner that will cause  Options  issued  under it to fail to meet
the requirements of an Employee Stock Purchase Plan as defined in Section 423 of
the Internal Revenue Code.

21.       EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN

          Neither the  establishment  nor any  continuance  of the Plan, nor the
granting of Options  thereunder,  shall be  construed  as  conferring  any legal
rights  upon any  Eligible  Employee or other  employee  for a  continuation  of
employment,  nor shall such  establishment,  continuance  or granting of Options
interfere  with the rights of The Bank of Glen Burnie to discharge  any Eligible
Employee or other employee.




                                       v

</TEXT>
</DOCUMENT>
