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<SEC-DOCUMENT>0001116354-03-000016.txt : 20030501
<SEC-HEADER>0001116354-03-000016.hdr.sgml : 20030501
<ACCEPTANCE-DATETIME>20030501095951
ACCESSION NUMBER:		0001116354-03-000016
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030501

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24047
		FILM NUMBER:		03675062

	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>10-Q
<SEQUENCE>1
<FILENAME>gbb3310310q.txt
<DESCRIPTION>GLEN BURNIE BANCORP. 3-31-03 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, 2003

                                       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
                                      ---    ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act. Yes     No X
                                              ---    ---

At May 1, 2003,  the number of shares  outstanding  of the  registrant's  common
stock was 1,679,359.

<PAGE>


                               TABLE OF CONTENTS
                               -----------------

Part I - Financial Information                                              Page
                                                                            ----
         Item 1.  Consolidated Financial Statements:
         -------

                  Condensed Consolidated Balance Sheets,
                  March 31, 2003 (unaudited) and
                  December 31, 2002 (audited)                                 3

                  Condensed Consolidated Statements of Income
                  for the Three Months Ended March 31, 2003
                  and 2002 (unaudited)                                        4

                  Condensed Consolidated Statements of Comprehensive
                  Income for the Three Months Ended March 31, 2003
                  and 2002 (unaudited)                                        5

                  Condensed Consolidated Statements of Cash Flows
                  for the Three Months Ended March 31, 2003
                  and 2002 (unaudited)                                        6

                  Notes to Unaudited Condensed Consolidated
                  Financial Statements                                        7

         Item 2.  Management's Discussion and Analysis of
         -------  and Results of Operations Financial Condition               8

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

         Item 4.  Controls and Procedures                                    12
         -------

Part II - Other Information

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

                  Signatures                                                 14



<PAGE>

                         PART I - FINANCIAL INFORMATION

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

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

<CAPTION>
                                                                      March 31, 2003      December 31,
                                     ASSETS                           --------------          2002
                                                                        (unaudited)           ----
                                                                                            (audited)

<S>                                                                      <C>               <C>
Cash and due from banks                                                  $10,072           $11,297
Interest-bearing deposits in other financial institutions                  4,757                41
Federal funds sold                                                         6,412             4,404
                                                                         -------           -------
       Cash and cash equivalents                                          21,241            15,742
Certificates of deposit in other financial institutions                      100               100
Investment securities available for sale, at fair value                   90,680            84,658
Investment securities held to maturity, at cost
   (fair value March 31: $6,554;  December 31: $7,616)                     6,207             7,202
Federal Home Loan Bank stock, at cost                                        896               703
Common Stock in the Glen Burnie Statutory Trust I                            155               155
Loans, less allowance for credit losses
   (March 31: $2,380; December 31: $2,515)                               157,850           158,287
Premises and equipment, at cost, less accumulated depreciation             4,350             4,143
Other real estate owned                                                      412               413
Cash value of life insurance                                               5,091             5,025
Other assets                                                               2,675             2,978
                                                                        --------          --------
                   Total assets                                         $289,657          $279,406
                                                                        ========          ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits                                                                $252,800          $241,420
Short-term borrowings                                                        104               837
Long-term borrowings                                                       7,245             7,251
Other liabilities                                                          2,246             2,953
                                                                        --------          --------
                  Total liabilities                                      262,395           252,461
                                                                        --------          --------

COMMITMENTS AND CONTINGENCIES

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: 1,679,359 shares;
   December 31: 1,677,173 shares                                           1,679             1,677
Surplus                                                                   10,679            10,638
Retained earnings                                                          8,401             7,947
Accumulated other comprehensive income, net of tax                         1,348             1,528
                                                                        --------          --------
                   Total stockholders' equity                             22,107            21,790
                                                                        --------          --------
                   Total liabilities and stockholders' equity           $289,657          $279,406
                                                                        ========          ========


     See accompanying notes to condensed consolidated financial statements.


</TABLE>

                                       3
<PAGE>


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



<CAPTION>
                                                                 Three Months Ended March 31,
                                                                     2003            2002
                                                                     ----            ----
Interest income on:
<S>                                                                 <C>             <C>
   Loans, including fees                                            $2,819          $3,115
   U.S. Treasury and U.S. Government agency securities                 487             605
   State and Municipal securities                                      375             258
   Other                                                               131             143
                                                                    ------          ------
       Total interest income                                         3,812           4,121
                                                                    ------          ------

Interest expense on:
   Deposits                                                            899           1,124
   Short-term borrowings                                                 1               2
   Long-term borrowings                                                108             106
   Junior subordinated debentures                                      136             136
                                                                    ------          ------
       Total interest expense                                        1,144           1,368
                                                                    ------          ------

          Net interest income                                        2,668           2,753

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

          Net interest income after provision for credit losses      2,668           2,753
                                                                    ------          ------

Other income:
   Service charges on deposit accounts                                 258             249
   Other fees and commissions                                          208             138
   Other non-interest income                                             2               3
   Gain on termination of post-retirement plan                           0             764
   Gains on investment securities                                       92               4
                                                                    ------          ------
       Total other income                                              560           1,158
                                                                    ------          ------

Other expenses:
   Salaries and employee benefits                                    1,465           1,424
   Occupancy                                                           212             146
   Other expenses                                                      798             900
                                                                    ------          ------
       Total other expenses                                          2,475           2,470
                                                                    ------          ------

Income before income taxes                                             753           1,441

Income tax expense                                                      97             453
                                                                    ------          ------

Net income                                                            $656           $ 988
                                                                      ====           =====
Basic and diluted earnings per share of common stock                 $0.39           $0.59
                                                                     =====           =====

Weighted average shares of common stock outstanding              1,677,339       1,663,770
                                                                 =========       =========
Dividends declared per share of common stock                         $0.12           $0.10
                                                                     =====           =====

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

                                       4
<PAGE>


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


<CAPTION>
                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                        2003        2002
                                                        ----        ----

<S>                                                     <C>         <C>
Net income                                              $656        $988

Other comprehensive income (loss), net of tax

   Unrealized gains (losses) securities:

       Unrealized holding losses arising
       during period                                    (124)       (235)

       Reclassification adjustment for gains
       included in net income                            (56)         (2)
                                                        ----        ----
Comprehensive income                                    $476        $751
                                                        ====        ====


     See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       5
<PAGE>


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


<CAPTION>
                                                                                         Three Months Ended March 31,
                                                                                         ----------------------------
                                                                                            2003              2002
                                                                                            ----              ----
Cash flows from operating activities:
<S>                                                                                         <C>               <C>
Net income                                                                                  $656              $988
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation, amortization, and accretion                                                  10               114
   Provision for credit losses                                                                 0                 0
   Gains on disposals of assets, net                                                         (92)               (4)
   Income on investment in life insurance                                                    (66)                0
   Changes in assets and liabilities:
     Decrease (increase) in other assets                                                     372              (254)
     Decrease in other liabilities                                                          (630)             (816)
                                                                                            ----              ----
Net cash provided by operating activities                                                    250                28
                                                                                            ----              ----

Cash flows from investing activities:
   Maturities of available for sale mortgage-backed securities                             7,146             2,684
   Proceeds from disposals of investment securities                                        4,232             3,134
   Purchases of investment securities                                                    (16,458)           (7,025)
   Purchases of Federal Home Loan Bank stock                                                (193)              (51)
   Decrease in loans, net                                                                    437             2,249
   Purchases of premises and equipment                                                      (320)              (12)
                                                                                         -------            ------
Net cash (used) provided by investing activities                                          (5,156)              979
                                                                                         -------            ------

Cash flows from financing activities:
   Increase (decrease) in deposits, net                                                   11,380               (55)
   Decrease in short-term borrowings                                                        (733)              (69)
   Repayment of long-term borrowings                                                          (6)               (6)
   Dividends paid                                                                           (279)             (195)
   Common stock dividends reinvested                                                          43                36
                                                                                          ------              ----

Net cash provided (used) by financing activities                                          10,405              (289)
                                                                                          ------              ----

Increase in cash and cash equivalents                                                      5,499               718

Cash and cash equivalents, beginning of year                                              15,742            18,220
                                                                                          ------            ------

Cash and cash equivalents, end of period                                                 $21,241           $18,938
                                                                                         =======           =======

     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 accounting principles generally accepted in the United States
of  America.  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, 2003
and 2002.

     Operating  results for the three-month  period ended March 31, 2003 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2003.

NOTE 2 - EARNINGS PER SHARE

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

                                                         Three Months Ended
                                                           March 31, 2003
                                                           --------------
    Diluted:
      Net income                                              $  656,000
      Weighted average common shares outstanding               1,677,339
      Dilutive effect of stock options
                                                                   4,555
                                                              ----------
      Average common shares outstanding - diluted              1,681,894
      Diluted net income per share                                 $0.39

Diluted earnings per share  calculations  were not required for the three months
ended March 31, 2002 since there were no options outstanding.


                                       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 $656,000 ($0.39 basic and diluted
earnings  per share) for the first  quarter of 2003,  compared to first  quarter
2002  consolidated  net income of $988,000 ($0.59 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 to the Bank's  post-retirement health insurance benefit plan which was
recognized in the first quarter of 2002.  Consolidated  net income for the first
quarter of 2002 without this gain was $518,000.

     Net Interest Income.  The Company's  consolidated net interest income prior
to  provision  for credit  losses for the three  months ended March 31, 2003 was
$2,668,000  compared to  $2,753,000  for the same period in 2002,  a decrease of
$85,000  (3.1%)  for  the  three-month   period.   This  decline  was  primarily
attributable  to a decrease in loan  income,  partially  offset by a decrease in
interest expense on deposits.

     Interest income decreased  $309,000 (7.5%) for the three months ended March
31, 2003,  compared to the same period in 2002,  primarily  due to a decrease in
loan income as a result of a declining interest rate environment.

     Interest expense declined $224,000 (16.4%) for the three months ended March
31, 2003 compared to the 2002 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, 2003 was 4.53%,
compared to tax  equivalent  net interest  margins of 4.80% for the three months
ended March 31, 2002.  The decline in net interest  margins for the three months
ended March 31, 2003 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, 2003 and 2002. As
of  March  31,  2003,  the  allowance  for  credit  losses  equaled  309.90%  of
non-accrual  and past due loans  compared  to 429.13% at  December  31, 2002 and
596.21% at March 31,  2002.  During the three month period ended March 31, 2003,
the Company recorded net charge-offs of $135,000, compared to net charge-offs of
$106,000  during the  corresponding  period of the prior year.  On an annualized
basis,  net charge-offs for the 2003 period  represent 0.34% of the average loan
portfolio.

     Other Income.  Other income  declined from  $1,158,000  for the three month
period ended March 31, 2002, to $560,000 for the  corresponding  2003 period,  a
$598,000  (51.6%)  decline.  Other  income for 2002  included 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 income for 2002  without the gain  arising from the negative  amendment on
the Bank's  post-retirement  health  insurance  benefit plan was  $394,000.  The
decrease in other income for the 2003 period was primarily due to the absence of
this gain,  partially  offset by increases in other fees and  commissions due to
income on investments in life insurance and increases in securities gains.

     Other Expense.  Other expense  increased  slightly from  $2,470,000 for the
three month period ended March 31, 2002,  to  $2,475,000  for the  corresponding
2003 period,  a $5,000  (0.2%)  increase.  The increase was due to a increase in
salary and  benefit  expenses  and  occupancy  expenses,  partially  offset by a
decline in professional fees included in other expenses.

     Income  Taxes.  During the three months  ended March 31, 2003,  the Company
recorded  income tax  expense of  $97,000,  compared to an income tax expense of
$453,000 for the corresponding  period of the prior year. The decrease in income
tax  expenses  is  primarily  due to a  decrease  in other  non-interest  income
combined with an increase in tax exempt income. The Company's effective tax rate
for the three month  period in 2003 was 13%,  compared to 31% for the prior year
period.



                                       8
<PAGE>

FINANCIAL CONDITION

     General.  The Company's  assets grew to $289,657,000 at March 31, 2003 from
$279,406,000 at December 31, 2002,  primarily due to an increase in investments,
interest-bearing  deposits in other  financial  institutions  and federal  funds
sold. The Bank's net loans totaled  $157,850,000 at March 31, 2003,  compared to
$158,287,000  at December  31, 2002,  a decrease of $437,000  (0.3%),  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  $96,887,000 at March 31, 2003, a $5,027,000  (5.5%) increase
from  $91,860,000  at December  31, 2002.  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, 2003, totaled $21,241,000,  an increase
of  $5,499,000  (34.9%)  from the December  31, 2002 total of  $15,742,000.  The
aggregate market value of investment securities held by the Bank as of March 31,
2003 was  $97,234,000  compared  to  $92,274,000  as of  December  31,  2002,  a
$4,960,000 (5.4%) increase.

     Deposits as of March 31, 2003 totaled $252,800,000, which is an increase of
$11,380,000 (4.7%) from $241,420,000 at December 31, 2002. Demand deposits as of
March 31, 2003 totaled  $66,427,000  which is an increase of $7,365,000  (12.5%)
from $59,062,000 at December 31, 2002. NOW accounts as of March 31, 2003 totaled
$24,470,000 which is an increase of $399,000 (1.6%) from $24,071,000 at December
31, 2002. Money market accounts as of March 31, 2003 totaled  $22,061,000  which
is an increase of $2,172,000  (10.9%),  from  $19,889,000  at December 31, 2002.
Savings  deposits  as of March 31,  2003  totaled  $50,269,000  an  increase  of
$2,653,000 (5.6%) from $47,616,000 at December 31, 2002. Certificates of deposit
over  $100,000  totaled  $17,951,000  on March 31, 2003, an increase of $253,000
(1.4%) from  $17,698,000  at December 31, 2002.  Other time deposits (made up of
certificates of deposit less than $100,000 and individual  retirement  accounts)
totaled  $71,513,000  on March 31, 2003, a $1,569,000  (2.1%)  decrease from the
$73,082,000 total at December 31, 2002.

     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,
                                                                   ------------       ---------------
                                                                       2003                 2002
                                                                       ----                 ----
                                                                         (Dollars in Thousands)

<S>                                                                   <C>                  <C>
Restructured loans                                                    $   0                $  41
                                                                      =====                =====

Non-accrual loans:
   Real estate - mortgage:
     Residential                                                      $ 447                $ 264
     Commercial                                                           0                  178
   Real estate - construction                                             8                    7
   Installment                                                          106                  112
   Credit card & related                                                  0                    0
   Commercial                                                           190                   10
                                                                      -----                -----
       Total non-accrual loans                                          751                  571
                                                                      -----                -----

Accruing loans past due 90 days or more:
   Real estate - mortgage:
     Residential                                                         15                    1
     Commercial                                                           0                    0
   Real estate - construction                                             1                    0
   Installment                                                            1                   14
   Credit card & related                                                  0                    0
   Commercial                                                             0                    0
   Other                                                                  0                    0
                                                                      -----                -----
       Total accruing loans past due 90 days or more                     17                   15
                                                                      -----                -----

       Total non-accrual and past due loans                           $ 768                $ 586
                                                                      =====                =====

Non-accrual and past due loans to gross loans                          0.49%                0.36%
                                                                      =====                =====

Allowance for credit losses to non-accrual and past due loans        309.90%               429.1%
                                                                     ======                =====
</TABLE>


     At March 31,  2003,  there  were no loans  outstanding,  other  than  those
reflected  in the above  table,  as to which known  information  about  possible
credit problems of borrowers caused  management to have serious doubts as to the
ability of such  borrowers  to comply with present loan  repayment  terms.  Such
loans  consist  of loans  which  were not 90 days or more past due but where the
borrower is in bankruptcy or has a history of delinquency,  or the loan to value
ratio is considered  excessive due to  deterioration  of the collateral or other
factors.

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




                                       10
<PAGE>

     Transactions  in the allowance for credit losses for the three months ended
March 31, 2003 and 2002 were as follows:

                                                       Three Months Ended
                                                            March 31,
                                                            ---------
                                                       2003          2002
                                                       ----          ----
                                                     (Dollars in Thousands)

Beginning balance                                   $  2,515     $  2,938

Charge-offs                                             (223)        (140)
Recoveries                                                88           34
                                                    --------     --------
Net charge-offs                                         (135)        (106)

Provisions charged to operations                           0            0
                                                    --------     --------
Ending balance                                      $  2,380     $  2,832
                                                    ========     ========

Average loans                                       $157,764     $163,338
Net charge offs to average loans (annualized)           0.34%        0.26%


     Reserve  for  Unfunded  Commitments.  As of March  31,  2003,  the Bank had
outstanding  commitments  totaling  $16,615,817.  These outstanding  commitments
consisted  of  letters  of  credit,  undrawn  lines of  credit,  and other  loan
commitments.   The  following  table  shows  the  Bank's  reserve  for  unfunded
commitments arising from these transactions:

                                                       Three Months Ended
                                                            March 31,
                                                       2003          2002
                                                       ----          ----
                                                     (Dollars in Thousands)

Beginning balance                                     $ 150         $ 150

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


LIQUIDITY AND CAPITAL RESOURCES

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

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

     The Bank's most liquid assets are cash and cash equivalents, which are cash
on  hand,  amounts  due  from  financial   institutions,   federal  funds  sold,
certificates of deposit with other financial  institutions that have an original
maturity of three months or less and money market  mutual  funds.  The levels of
such assets are  dependent  on the Bank's  operating  financing  and  investment
activities  at any  given  time.  The  variations  in  levels  of cash  and cash
equivalents  are  influenced by deposit  flows and  anticipated  future  deposit
flows.   The  Bank's   cash  and  cash   equivalents   (cash  due  from   banks,
interest-bearing  deposits in other  financial  institutions,  and federal funds
sold),  as of March 31, 2003,  totaled  $21,241,000,  an increase of  $5,499,000
(34.9%) from the December 31, 2002 total of $15,742,000.

     As of March 31, 2003, the Bank was permitted to draw on a $34,700,000  line
of credit from the FHLB of Atlanta.  Borrowings  under the line are secured by a


                                       11
<PAGE>

floating lien on the Bank's residential  mortgage loans. As of March 31, 2003, 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,  2003,  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  $317,000 (1.45%) during the
three  months  ended  March  31,  2003,  due to  earnings,  partially  offset by
decreases  in  equity  accounts  from  dividend  distributions.   The  Company's
accumulated  other  comprehensive  income,  net of  tax  decreased  by  $180,000
(11.78%)  from  $1,528,000 at December 31, 2002 to $1,348,000 at March 31, 2003,
as a result of a decrease in unrealized  holding gains on investment  securities
arising during the period.  Retained  earnings  increased by $454,000 (5.71%) as
the result of the Company's  earnings  during the quarter  which were  partially
offset  by  dividends  declared.   In  addition,   $43,000  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, 2003, the Bank was in full  compliance  with these  guidelines  with a
Tier 1 leverage ratio of 8.94%, a Tier 1 risk-based  capital ratio of 13.67% and
a total risk-based capital ratio of 14.92%.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

     Based on the evaluation of the Company's disclosure controls and procedures
by F. William Kuethe,  Jr., the Company's Chief Executive  Officer,  and John E.
Porter,  the Company's Chief Financial  Officer,  as of a date within 90 days of
the filing date of this quarterly report,  such officers have concluded that the
Company's  disclosure  controls and  procedures  are  effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits  under the  Securities  and  Exchange  Act of 1934,  as  amended,  is
recorded,  processed,  summarized and reported, within the time period specified
by the Securities and Exchange Commission's rules and forms.

     There were no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their  evaluation,  including  any  corrective  actions  with  regard to
significant deficiencies and material weaknesses.


                                       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  (incorporated by
          reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form
          10-Q for the Period Ended March 31, 2002, File No. 0-24047)

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)

31.1      Rule 15d-14(a) Certification of Chief Executive Officer

31.2      Rule 15d-14(a) Certification of Chief Financial Officer

32        Section 1350 Certifications

99        Press Release issued April 30, 2003

(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 1, 2003                          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 31.1

             RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER


         I, F. William Kuethe, Jr., certify that:

     1. I have  reviewed  this  Quarterly  Report  on Form  10-Q of Glen  Burnie
Bancorp;

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and

     c)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The Registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  Registrant's  auditors  and the  audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

     6. The Registrant's other certifying  officers and I have indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 1, 2003                                 /s/ F. William Kuethe, Jr.
                                            ------------------------------------
                                            F. William Kuethe, Jr.
                                            Chief Executive Officer


<PAGE>

                                                                    Exhibit 31.2

             RULE 15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER


     I, John E. Porter, certify that:

     1. I have  reviewed  this  Quarterly  Report  on Form  10-Q of Glen  Burnie
Bancorp;

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4. The  Registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     d)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     e)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and

     f)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The Registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  Registrant's  auditors  and the  audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     c)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     d)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

     6. The Registrant's other certifying  officers and I have indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 1, 2003                                /s/ John E. Porter
                                            ------------------------------------
                                            John E. Porter
                                            Chief Financial Officer



<PAGE>

                                                                      Exhibit 32


                           SECTION 1350 CERTIFICATIONS


     In  connection  with the  Quarterly  Report  of Glen  Burnie  Bancorp  (the
"Company")  on Form 10-Q for the period  ending March 31, 2003 as filed with the
Securities and Exchange Commission and to which this Certification is an exhibit
(the "Report"),  the undersigned hereby certify,  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company for the periods reflected therein.



Date: May 1, 2003                               /s/ F. William Kuethe, Jr.
                                            ------------------------------------
                                            F. William Kuethe, Jr.
                                            President, Chief Executive Officer


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



<PAGE>

                                                                      Exhibit 99


FOR IMMEDIATE RELEASE                                 CONTACT:  Alison Tavik
- --------------------------------------------------------------------------------
                                                                410-768-8857
                                                                adtavik@bogb.net


                           GLEN BURNIE BANCORP REPORTS
                              FIRST QUARTER INCOME

GLEN BURNIE, MD (April 30, 2003) - Glen Burnie Bancorp (Nasdaq SmallCap:  GLBZ),
parent company of The Bank of Glen Burnie, today announced results for the first
quarter.

     The company  realized  net income of $656,000  or $.39 basic  earnings  per
share in the quarter  ended March 31, 2003.  The company  reported net income of
$988,000 or $.59 basic  earnings  per share for the same  three-month  period in
2002 which  included a one-time,  after-tax  gain of $470,000  resulting from an
amendment to the Bank's post-retirement benefit program.

     "The  highlight to our first quarter was the relocation of our Severna Park
branch office," said President & CEO F. William Kuethe, Jr. "The new location is
larger,  provides  easier access for customers  and offers  greater  visibility.
Although  the  site  had  been a bank  branch,  we did an  extensive  renovation
program,  installing new teller  stations,  drive-in  window,  ATM, and security
system.  We also put in a new vault and  added a privacy  room for safe  deposit
customers," Kuethe stated.

     "We are  very  pleased  that  income  from our core  banking  business  has
increased  substantially  compared to last year's first quarter  results,"  said
Kuethe.  "Looking  at our  core  banking  business  of  net  interest,  fee  and
investment income [without the inclusion of the 2002 one-time  after-tax gain of
$470,000  resulting  from an  amendment  to the bank's  post-retirement  benefit
program],  net income for 2002 was  $518,000,  and our 2003  first  quarter  net
income of  $656,000  represents  a 27%  growth in these core  earnings."  Kuethe
added, "While our reported net income for the first quarter of 2003 is 34% lower
than  reported  net income for the first  quarter of 2002,  we  continue to grow
assets, we remain well capitalized, our liquidity ratios are well positioned and
our delinquency rate is below peer group."

     The Bank of Glen Burnie  recently  received a 5-Star  Superior  Rating from
BAUER FINANCIAL  Reports,  Inc., the nation's leading  independent bank research
firm.  This  distinction,  awarded in March 2003,  denotes the highest  level of
strength,  safety and performance  measured by Bauer. The 5-Star Superior Rating
is based on factors such as capitalization, liquidity, loan delinquency rate and
historical performance.

     On April 8, 2003, the company paid a 12 cent ($0.12)  dividend per share of
common  stock to  shareholders  of record at the close of  business on March 25,
2003, marking the company's 42nd consecutive dividend.  Glen Burnie Bancorp will
host its 2003 Annual Meeting of Stockholders on Thursday, May 8th at La Fontaine
Bleu in Glen Burnie,  Maryland.  Registration opens at 1:30 p.m. and the meeting
will begin at 2 p.m.

     Glen  Burnie   Bancorp,   parent  company  to  The  Bank  of  Glen  Burnie,
(www.thebankofglenburnie.com)  maintains assets totaling more than $280 million.
The Bank of Glen Burnie is a  locally-owned  community  bank with seven branches
serving Anne Arundel County.

                                    # # # #

Certain  information  contained in this news  release,  which does not relate to
historical financial  information,  may be deemed to constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.  Such  statements  are subject to certain risks and  uncertainties,  which
could cause the company's actual results in the future to differ materially from
its historical results and those presently anticipated or projected.  For a more
complete  discussion of these and other risk  factors,  please see the company's
reports filed with the Securities and Exchange Commission.




<PAGE>
<TABLE>
                      Glen Burnie Bancorp and Subsidiaries
                      Condensed Consolidated Balance Sheet
                (dollars in thousands, except per share amounts)

<CAPTION>
                                                                              (unaudited)
                                                                                 March       December
                                                                               31, 2003      31, 2002
                                                                               ----------------------
                                               Assets

<S>                                                                             <C>           <C>
Cash and due from banks                                                         $10,072       $11,297
Interest bearing deposits                                                         4,757            41
Federal funds sold                                                                6,412         4,404
Investment securities                                                            96,887        91,860
Common Stock in the Glen Burnie Statutory Trust I                                   155           155
Loans, net of allowance                                                         157,850       158,287
Premises and equipment at cost, net of accumulated depreciation                   4,350         4,143
Other real estate owned                                                             412           413
Other assets                                                                      8,762         8,806
                                                                               --------      --------
          Total assets                                                         $289,657      $279,406
                                                                               ========      ========

                         Liabilities and Stockholders' Equity


          Liabilities:
Deposits                                                                       $252,800      $241,420
Short-term borrowings                                                               104           837
Long-term borrowings                                                              7,245         7,251
Other liabilities                                                                 2,246         2,953
                                                                               --------      --------
          Total liabilities                                                    $262,395      $252,461
                                                                               ========      ========
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, 2003 1,679,359 shares;
     December 31, 2002   1,677,173 shares                                        $1,679        $1,677
Surplus                                                                          10,679        10,638
Retained earnings                                                                 8,401         7,947
Accumulated other comprehensive income                                            1,348         1,528
                                                                               --------      --------
          Total stockholders' equity                                            $22,107       $21,790
                                                                               --------      --------
          Total liabilities and stockholders' equity                           $289,657      $279,406
                                                                               ========      ========

</TABLE>


<PAGE>
<TABLE>
                      Glen Burnie Bancorp and Subsidiaries
                      Condensed Consolidated Balance Sheet
                (dollars in thousands, except per share amounts)

<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                   2003          2002
                                                                                   ------------------
Interest income on
<S>                                                                              <C>           <C>
   Loans, including fees                                                         $2,819        $3,115
   U.S. Treasury and U.S. Government agency securities                              487           605
   State and municipal securities                                                   375           258
   Other                                                                            131           143
                                                                                 ------        ------
          Total interest income                                                   3,812         4,121
                                                                                 ======        ======
Interest expense on
   Deposits                                                                         899         1,124
   Junior subordinated debentures                                                   136           136
   Long-term borrowings                                                             108           106
   Short-term borrowings                                                              1             2
                                                                                 ------        ------
         Total interest expense                                                   1,144         1,368

          Net interest income                                                     2,668         2,753

Provision for credit losses                                                           0             0
                                                                                 ------        ------
          Net interest income after provision for credit losses                   2,668         2,753

Other income
   Service charges on deposit accounts                                              258           249
   Other fees and commissions                                                       208           138
   Other non-interest income                                                          2             3
   Gain on termination of post-retirement plan                                        0           764
   Gains on investment securities                                                    92             4
                                                                                 ------        ------
          Total other income                                                        560         1,158

Other expenses
   Salaries and employee benefits                                                 1,465         1,424
   Occupancy                                                                        212           146
   Other expenses                                                                   798           900
                                                                                 ------        ------
          Total other expenses                                                    2,475         2,470

Income before income taxes                                                          753         1,441

Income tax expense (benefit)                                                         97           453
                                                                                 ------        ------
Net income                                                                         $656          $988
                                                                                 ======        ======
Net income per share of common stock                                              $0.39         $0.59
                                                                                 ======        ======
Weighted-average shares of common stock outstanding                           1,677,339     1,663,770
                                                                              =========     =========

</TABLE>

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