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<SEC-DOCUMENT>0001116354-02-000013.txt : 20020415
<SEC-HEADER>0001116354-02-000013.hdr.sgml : 20020415
ACCESSION NUMBER:		0001116354-02-000013
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020409
FILED AS OF DATE:		20020402

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:		1934 Act
		SEC FILE NUMBER:	000-24047
		FILM NUMBER:		02599685

	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>gb2002proxystmt.txt
<DESCRIPTION>GLEN BURNIE 2002 PROXY STATEMENT
<TEXT>
                                  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
                                         the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement          |_| Confidential, for Use of the
                                             Commission Only (as permitted
|X| Definitive Proxy Statement               by Rule 14a-6(e)(2))
|_| 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>

                        [GLEN BURNIE BANCORP LETTERHEAD]




                                  April 9, 2002



Dear Fellow Stockholder:

     You are cordially invited to attend the 2002 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 9, 2002 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 2002 fiscal year.

     Enclosed with this proxy statement are a proxy card and an Annual Report to
Stockholders for the 2001 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


                                     - i -

<PAGE>


- --------------------------------------------------------------------------------
                               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 9, 2002
- --------------------------------------------------------------------------------

     NOTICE IS HEREBY GIVEN that the 2002 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 9,
2002 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 2002 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 April 1, 2002 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 9, 2002

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

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.

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

                                     - ii -

<PAGE>



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

                         ANNUAL MEETING OF STOCKHOLDERS
                                   May 9, 2002


- --------------------------------------------------------------------------------
                                     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  2002  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 9, 2002 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 9, 2002.


- --------------------------------------------------------------------------------
                       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 April 1, 2002 (the "Record
Date") are  entitled to one vote for each share then held.  At the Record  Date,
the Company had  1,663,560  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

                                     - iii -

<PAGE>

(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.

                                         Amount and Nature     Percent of Shares
    Name and Address                       of Beneficial        Of Common Stock
  of Beneficial Owner                       Ownership 1           Outstanding
  -------------------                    -----------------     -----------------

John E. and Margarette Z. Demyan             170,447 2               10.25%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

F. William and Beverly F. Kuethe, Jr.        122,412 3                7.36%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

Eugene P. Nepa                               153,141 4                9.21%
36 Summerhill Trailer Park
Crownsville, Maryland   21032

Charles L. and Ruth G. Hein                   95,373 5                5.73%
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  155,938  shares held  jointly,  6,854  shares held by Mr.  Demyan
     individually,  and 7,655  shares  held by Mrs.  Demyan  individually.  Each
     disclaims  beneficial  ownership  to the shares owned  individually  by the
     other.

3    Includes  44,746  shares held  jointly,  24,494  shares held by Mr.  Kuethe
     individually,  and 36,000  shares held by Mrs.  Kuethe  individually.  Each
     disclaims  beneficial  ownership  to the shares owned  individually  by the
     other. Also includes 17,172 shares held by Mr. Kuethe jointly with others.

4    Includes 6,624 shares held individually,  126,870 shares held by the Eugene
     P. Nepa Revocable  Trust,  and 19,647 shares held in Mr. Nepa's  Individual
     Retirement Account ("IRA").

5    Includes  13,643  shares  held  jointly,   125  shares  held  by  Mr.  Hein
     individually,  and 15,898  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  32,554  shares held by Mr. Hein
     jointly  with  others and 33,153  shares  held by Mrs.  Hein  jointly  with
     others.


- --------------------------------------------------------------------------------
                       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
and qualified. The Board has nominated Theodore L. Bertier, Jr., John E. Demyan,
Frederick W. Kuethe,  III, and Mary L. Wilcox for election as directors to serve

                                     - iv -

<PAGE>


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.

                                                    Director     Current Term
                   Name                  Age         Since         to Expire
                   ----                  ---        --------     ------------
      Board Nominees for Term to Expire in 2005

      John E. Demyan                     54           1995           2002
      Theodore L. Bertier, Jr.           73           1997           2002
      F. W. Kuethe, III                  42           1992           2002
      Mary Lou Wilcox                    53           1997           2002

      Directors Continuing in Office
      Charles L. Hein                    80           1997           2003
      Alan E. Hahn                       66           1997           2003
      Shirley E. Boyer                   65           1995           2003
      John I. Young                      64           2000           2003
      F. William Kuethe, Jr.             69           1995           2004
      Thomas Clocker                     67           1995           2004
      William N. Scherer, Sr.            78           1995           2004
      Karen B. Thorwarth                 44           1995           2004

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.

     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

                                     - v -

<PAGE>


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 a graduate of the  Maryland  Banking  School.  Frederick W.
Kuethe, III is the son of F. William Kuethe, Jr.

     Mary Lou Wilcox is a 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.

     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.

     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.

     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.  Mr.  Scherer is chairman of the Audit
Committee.

                                     - vi -

<PAGE>

     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.

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, 2001, the Board of Directors met
13 times. No director attended fewer than 84% of the total number of meetings of
the Board of Directors of the Company or the Bank held during 2001 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 William N. Scherer, Sr., Shirley E. Boyer, Karen
B.  Thorwarth,  Alan E. Hahn and Thomas Clocker.  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, 2001, 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,  Frederick W. Kuethe,  III,  Thomas Clocker and
Alan E. Hahn.  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 2001.

     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 2002 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 each Committee 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.

                                     - vii -

<PAGE>

     Director  Health Plan.  All directors  have the right to participate in the
Bank's health  insurance plan. Under the terms of the plan, the Bank pays 80% of
the  premiums  for  participating  directors  and  their  spouses.  For the 2001
calendar  year,  Thomas  Clocker,  Karen  B.  Thorwarth  and  Shirley  E.  Boyer
participated in the plan, and the Company paid $2,750,  $8,441 and $5,767 of the
premiums, respectively.


- --------------------------------------------------------------------------------
                       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.

                                       Amount And Nature of        Percent of
               Name                  Beneficial Ownership (1)         Class
               ----                  ------------------------      ----------

  F. William Kuethe, Jr.                   122,412 (2)                7.36%
  Thomas Clocker                             6,650 (3)                0.40%
  William N. Scherer, Sr.                    8,682 (4)                0.52%
  Karen B. Thorwarth                         1,265                    0.08%
  John E. Demyan                           170,447 (5)               10.25%
  Theodore L. Bertier, Jr.                  15,388 (6)                0.93%
  F. W. Kuethe, III                         22,208 (7)                1.33%
  Mary Lou Wilcox                            1,153                    0.07%
  Charles L. Hein                           95,373 (8)                5.73%
  Alan E. Hahn                              10,442 (9)                0.63%
  Shirley E. Boyer                          11,668 (10)               0.70%
  John I. Young                              5,847 (11)               0.35%
  All  directors, nominees and
  executive  officers as a group
  (14 persons)                             473,090                   28.44%
- -----------------------------

(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 5,338 shares as to which he shares voting and investment power.

(4)  Includes 8,012 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 608 shares as to which he shares voting and  investment  power and
     1,553  shares  beneficially  owned by his  spouse as to which he  disclaims
     beneficial ownership.

(7)  Includes  14,096 shares as to which he shares voting and  investment  power
     and 3,931 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  5,169 shares to which he shares voting and  investment  power and
     5,273 shares held in his IRA.


                                     - viii -

<PAGE>

(10) Includes 10,567 shares as to which she shares voting and investment power.

(11) Includes 1,510 shares as to which he shares voting and investment power.


- --------------------------------------------------------------------------------
                             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 2001  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.               2001        $30,000        $15,000             $ --               $13,064 (1)
  President and Chief                2000         34,348         12,000               --                11,817 (1)
  Executive Officer                  1999         80,000         12,000               --                15,354 (1)

John I. Young                        2001       $109,192        $10,000             $ --               $16,040 (2)
Executive Vice President             2000         92,750          7,000               --               $12,338 (2)
and Chief Operating Officer          1999         71,635          6,000               --                     0

- -----------------------------
</TABLE>

(1)  Mr.  Kuethe's  "Other   Compensation"  for  2001  consisted  of  $9,600  in
     directors'   fees,   $2,765  in  Company   contributions   to  its  defined
     contribution  pension plan on his behalf,  and $699 representing the dollar
     value to Mr. Kuethe of the premiums on a term life insurance policy for his
     benefit; for 2000 consisted of $8,400 in directors' fees, $2,770 in Company
     contributions to its defined  contribution  pension plan on his behalf, and
     $647  representing the dollar value to Mr. Kuethe of the premiums on a term
     life insurance policy for his benefit;  and for 1999 consisted of $9,600 in
     directors'   fees,   $5,112  in  Company   contributions   to  its  defined
     contribution  pension plan on his behalf,  and $642 representing the dollar
     value to Mr. Kuethe of the premiums on a term life insurance policy for his
     benefit.
(2)  Mr. Young's "Other Compensation" for 2001 consisted of $9,600 in directors'
     fees and  $6,440  in  Company  contributions  to its  defined  contribution
     pension plan on his behalf;  and for 2000 consisted of $7,000 in directors'
     fees and  $5,338  in  Company  contributions  to its  defined  contribution
     pension plan on his behalf.

Change in Control Severance Plan

     In August 2001, the Board of Directors of the Company and the Bank approved
amendments to the Company's and the Bank's Change-in-Control  Severance Plan, to
include the named executive officers in the Plan's coverage.  Under the terms of
the Plan,  in the event the  executive  voluntarily  terminates  his  employment
within two years following a change in control,  or in the event the Executive's
employment is terminated by the Bank (or its  successor)  for any reason,  other
than cause,  within two years  following a change in control,  the  executive is

                                     - ix -

<PAGE>

entitled to receive an amount equal to the aggregate present value of 2.99 times
the  executive's  average  annual  taxable  compensation  from  the Bank and the
Company for the prior five  complete  years (or the number of years during which
the  executive  was  employed by the Bank,  if less).  The payment  will be made
either in a lump sum or in installments, at the option of the executive.

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 2001,  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.

     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
2001 for filing with the Securities and Exchange Commission.

     Each member of the Audit  Committee  is  independent,  as  independence  is
defined in Rule 4200(a)(15) of the listing standards of the National Association
of Securities Dealers (NASD).

     The Board of Directors of the Company has adopted a written charter for the
Audit Committee.

                                            THE AUDIT COMMITTEE
                                            William N. Scherer, Sr., Chairman
                                            Shirley E. Boyer
                                            Thomas Clocker
                                            Alan E. Hahn
                                            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 2001 fiscal  year,  is expected to be retained by the Board of Directors
to  be  the  Company's   independent  auditors  for  the  2002  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.

                                     - x -

<PAGE>

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 2001  totaled
$81,839.

Financial Information Systems Design and Implementation Fees

     During  fiscal  year 2001,  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 2001  totaled
$48,649.  These non-audit services consisted primarily of tax-related  services,
multiple  year,  multiple plan benefit  audits,  and an  information  technology
regulatory  audit.  The Audit Committee has considered  whether the provision of
these services are compatible with maintaining the independence of Trice Geary &
Myers LLC.


- --------------------------------------------------------------------------------
                                  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  2001 Annual  Report to  Stockholders,  including  financial
statements,  has been  mailed to all  stockholders  of record as of the close of

                                     - xi -

<PAGE>

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, 2001 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 2003 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 10, 2002. The persons  designated by the Company to vote
proxies  given by  stockholders  in connection  with the  Company's  2003 Annual
Meeting of Stockholders  will not exercise any  discretionary  voting  authority
granted in such proxies on any matter not disclosed in the Company's  2003 proxy
statement with respect to which the Company has received written notice no later
than February 23, 2003 that a stockholder  (i) intends to present such matter at
the 2003  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
such matter,  the Company may exercise its discretionary  voting authority if it
discloses  in its 2003 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 9, 2002



                                     - xii -

<PAGE>



|X| PLEASE MARK VOTES           REVOCABLE PROXY
    AS IN THIS EXAMPLE        GLEN BURNIE BANCORP
                      2002 ANNUAL MEETING OF STOCKHOLDERS

The  undersigned  hereby  constitutes  and appoints F. William  Kuethe,  John I.
Young,  and William N. Scherer,  Sr., 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 9, 2002 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:                    [ ]                [ ]               [ ]
    John E. Demyan
    Theodore L. Bertier, Jr.
    F.W. Kuethe, III
    Mary Lou Wilcox

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 2002 fiscal year

</TABLE>

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

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


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


<PAGE>

                               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 2001 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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