-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 HmL9bynSZO5HGHpjdOq287X+WPHidegjHj56YfSOv8QHVF/m30MHBqOaDgfVwxTf
 4ssbOBi8r9B0YRZBZYoUbQ==

<SEC-DOCUMENT>0001116354-03-000012.txt : 20030408
<SEC-HEADER>0001116354-03-000012.hdr.sgml : 20030408
<ACCEPTANCE-DATETIME>20030408093336
ACCESSION NUMBER:		0001116354-03-000012
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030508
FILED AS OF DATE:		20030408
EFFECTIVENESS DATE:		20030408

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:		03642136

	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>gbb2003def14aproxy.txt
<DESCRIPTION>GLEN BURNIE BANCORP 2003 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
                                                Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement                |_| Confidential, for Use of the
|X| Definitive Proxy Statement                     Commission Only (as permitted
|_| Definitive Additional Materials                by Rule 14a-6(e)(2))
|_| 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 8, 2003



Dear Fellow Stockholder:

     You are cordially invited to attend the 2003 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 8, 2003.  Registration
will open at 1:30 p.m. and the meeting will begin promptly at 2:00 p.m.

     We are very pleased with our service to the Anne Arundel  County  community
and the financial  community at large.  In recent years our primary  subsidiary,
The Bank of Glen  Burnie,  has  experienced  continued  growth  and  outstanding
performance.  The result has been greater exposure for our company, most notably
with the trading of our shares on the Nasdaq SmallCap Market.

     Glen Burnie  Bancorp has more than 1.6 million  shares  outstanding  with a
market value of approximately  $34.4 million. As we continue to grow, we want to
ensure that our company is prepared to address  ever-changing market conditions.
To that end, we are seeking  your help to make the Company  more  responsive  to
change.

     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 2003 fiscal year. Stockholders are also being asked to approve amendments to
the Bylaws of the Company. Our Bylaws currently state that approval of more than
80 percent of outstanding shares is required to amend the Bylaws. Through a vote
at our upcoming annual meeting,  your Board of Directors is asking  shareholders
to reduce the requirement to 66 2/3 percent. We believe that this number is more
reflective of public companies doing business in today's fast-paced  environment
and would  improve  the  Company's  ability to  proactively  respond to changing
market  conditions.  This  two-thirds  rule would also ensure that  shareholders
continue to be the driving and controlling force behind our Company.

     The Board of  Directors  believes  that the proposal to amend the Bylaws is
important  to  the  future  of  the  Company  and  unanimously  recommends  that
stockholders  approve  the  amendments.  The  proposal  to amend the Bylaws will
require  the  approval  of 80% of the  shares  outstanding.  Your  vote  on this
proposal is  particularly  important  since an  abstention or failure to vote is
equivalent to a vote against the proposed amendments to the Bylaws.

     Enclosed with this proxy statement are a proxy card and an Annual Report to
Stockholders for the 2002 fiscal year. We ask for your support and encourage you
to attend the annual  meeting.  Directors and officers of the Company will be in
attendance  along  with  representatives  of  Trice  Geary  &  Myers,  LLC,  our
independent auditors, to answer any questions you 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.

     We look forward to seeing you on May 8th.


                                  Sincerely,



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




<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 8, 2003
________________________________________________________________________________

     NOTICE IS HEREBY GIVEN that the 2003 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 8,
2003 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 2003 fiscal year;

     3.   To approve an amendment to the Bylaws to reduce the  stockholder  vote
          required to amend the Bylaws from 80% to 66 2/3% of all votes entitled
          to be cast; and

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

     Any action may be taken on any one of the foregoing proposals at the Annual
Meeting  on the date  specified  above or on any  date or  dates  to  which,  by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business  on March 31, 2003 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 8, 2003
________________________________________________________________________________

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





<PAGE>

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

                         ANNUAL MEETING OF STOCKHOLDERS
                                   May 8, 2003


________________________________________________________________________________

                                    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  2003  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 8, 2003 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 8, 2003.


________________________________________________________________________________

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

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


________________________________________________________________________________

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________________________

     The  securities  entitled  to vote at the  Annual  Meeting  consist  of the
Company's  common  stock,  par  value  $1.00  per share  (the  "Common  Stock").
Stockholders  of  record  as of the close of  business  on March  31,  2003 (the
"Record  Date") are entitled to one vote for each share then held. At the Record
Date, the Company had 1,677,174  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
(the "Exchange  Act").  The following  table sets forth,  as of the Record Date,

                                     - iii -
<PAGE>

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. Demyan                            62,792                 9.71%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

Frederick W. Kuethe, III                  92,228 2               5.50%
377 Swinton Way
Severna Park, Maryland  21032

Eugene P. Nepa                           153,393 3               9.15%
36 Summerhill Trailer Park
Crownsville, Maryland   21032

Charles L. and Ruth G. Hein               98,160 4               5.85%
101 Crain Highway, S.E.
Glen Burnie, Maryland  21061

Marrian K. McCormick                      96,518 5               5.75%
8 Oak Lane
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  14,096 shares held jointly with his wife,  471 shares held by Mr.
     Kuethe  individually,  3,724 held by Mr.  Kuethe for the benefit of a minor
     child, 214 shares held by Mrs. Kuethe individually,  and 3,723 held by Mrs.
     Kuethe  for  the  benefit  of a  minor  child.  Each  disclaims  beneficial
     ownership  to the shares owned  individually  by the other.  Also  includes
     70,000  shares  held by Mr.  Kuethe as one of the  trustees  for The Kuethe
     Family Educational Trust.

3    Includes 6,624 shares held individually,  126,870 shares held by the Eugene
     P. Nepa Revocable  Trust,  and 19,900 shares held in Mr. Nepa's  Individual
     Retirement Account ("IRA").

4    Includes  14,032  shares  held  jointly,   129  shares  held  by  Mr.  Hein
     individually,  and 16,369  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  33,518  shares held by Mr. Hein
     jointly  with  others and 34,112  shares  held by Mrs.  Hein  jointly  with
     others.

5    Includes  3,322  held by Mrs.  McCormick  individually,  9,138 held by Mrs.
     McCormick for the benefit of minor children,  14,058 held by Mrs. McCormick
     jointly  with  others,  and  70,000  held by Mrs.  McCormick  as one of the
     trustees for The Kuethe Family Educational Trust.

                                     - iv -

<PAGE>

________________________________________________________________________________

                       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 Shirley E. Boyer, Alan E. Hahn,  Charles
L. Hein, and John I. Young for election as directors to serve for terms of three
years each and until their successors are elected and qualified.  Under Maryland
law,  directors  are  elected by a  plurality  of all votes cast at a meeting at
which a quorum is present.

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

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


                                              Director        Current Term
             Name                  Age          Since           to Expire
             ----                  ---          -----         ------------
Board Nominees for Term to Expire in 2006

Charles L. Hein                    81           1997              2003
Alan E. Hahn                       67           1997              2003
Shirley E. Boyer                   66           1995              2003
John I. Young                      65           2000              2003

Directors Continuing in Office

F. William Kuethe, Jr.             70           1995              2004
Thomas Clocker                     68           1995              2004
William N. Scherer, Sr.            79           1995              2004
Karen B. Thorwarth                 45           1995              2004
John E. Demyan                     55           1995              2005
Theodore L. Bertier, Jr.           74           1997              2005
F. W. Kuethe, III                  43           1992              2005
Mary Lou Wilcox                    54           1997              2005

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 that provides free air transportation for
medical treatments to individuals who have exhausted their resources as a result
of their medical condition.

                                     - v -
<PAGE>

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

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

     Mary Lipin Wilcox is a teacher at Belle Grove Elementary School in Brooklyn
Park, Maryland. She is an active member of her church, the teacher's association
and the  community and has served on the Glen Burnie  Improvement  Association's
Carnival  Banking  Committee  for over 35  years  as well as on  other  Carnival
committees.

     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 given 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.

     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.  Mr.  Scherer is past director of the Chartwell Golf and Country Club
and past director of the Mariner Sands Chapel.

                                     - vi -
<PAGE>

     Karen B. Thorwarth is a Certified Insurance Counselor and a licensed agent.
She has 24  years of  experience  including  commercial  property  and  casualty
insurance,  marketing,  and  underwriting  of commercial boat and pleasure yacht
insurance.

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, 2002, the Board of Directors met
13 times.  Other than Theodore L. Bertier,  Jr., no director attended fewer than
75% of the total  number of meetings of the Board of Directors of the Company or
the  Bank  held  during  2002  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, 2002, the Audit  Committee met 18
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 three times during 2002.

     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 2003 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.

     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 2002
calendar  year,  Thomas  Clocker,  Karen  B.  Thorwarth  and  Shirley  E.  Boyer
participated in the plan, and the Company paid $2,351,  $8,441 and $4,702 of the
premiums, respectively.

                                    - vii -
<PAGE>

________________________________________________________________________________

                       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.                   24,158 (2)             1.44%
Thomas Clocker                            6,689 (3)             0.40%
William N. Scherer, Sr.                   8,939 (4)             0.53%
Karen B. Thorwarth                        1,293                 0.08%
John E. Demyan                          162,792                 9.71%
Theodore L. Bertier, Jr.                 15,609 (5)             0.93%
F. W. Kuethe, III                        92,228 (6)             5.50%
Mary Lou Wilcox                           1,187                 0.07%
Charles L. Hein                          98,160 (7)             5.85%
Alan E. Hahn                             11,781 (8)             0.70%
Shirley E. Boyer                         12,013 (9)             0.72%
John I. Young                             6,105 (10)            0.36%
All  directors,   nominees  and
executive  officers  as a group
(14 persons) (1)-(10)                   442,645                26.39%
- -----------------------------

(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)  Includes 15,000 held by The Kuethe Family Trust, of which he and his spouse
     are trustees.

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

(4)  Includes 8,250 shares as to which he shares voting and investment power.

(5)  Includes  733  shares  held for the  benefit of a minor  child,  333 shares
     beneficially  owned  by his  spouse  as to which  he  disclaims  beneficial
     ownership,  633 shares held by his spouse for the benefit of a minor child,
     633 shares held jointly by his spouse and child, and 50 shares beneficially
     owned by one of his children.

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

(7)  See footnote (4) to the table in the section  entitled  "Voting  Securities
     and Principal Holders Thereof".

(8)  Includes  5,310 shares to which he shares voting and  investment  power and
     6,103 shares held in his IRA.

(9)  Includes 10,879 shares as to which she shares voting and investment power.

(10) Includes 5,937 shares as to which he shares voting and investment power.


                                    - viii -

<PAGE>

________________________________________________________________________________

                             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 2002  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.          2002        $31,923       $17,000       $ --         $19,613 (1)
  President and Chief           2001         30,000        15,000         --         $13,064 (1)
  Executive Officer             2000         34,348        12,000         --          11,817 (1)

John I. Young                   2002       $125,096       $17,000       $ --         $31,379 (2)
 Executive Vice President       2001        109,192        10,000         --         $16,040 (2)
 And Chief operating Office     2000         92,750         7,000         --         $12,338 (2)
</TABLE>

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

(1)  Mr.  Kuethe's  "Other  Compensation"  for  2002  consisted  of  $10,400  in
     directors'   fees,   $3,012  in  Company   contributions   to  the  defined
     contribution  portion  of the  Company's  profit  sharing  plan,  $5,276 in
     Company  discretionary  contributions  to its profit sharing plan, and $925
     representing  the dollar value to Mr. Kuethe of the premiums on a term life
     insurance policy for his benefit; for 2001consisted 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;  and 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.

(2)  Mr.  Young's  "Other   Compensation"  for  2002  consisted  of  $10,400  in
     directors'   fees,   $7,625  in  Company   contributions   to  the  defined
     contribution  portion of the Company's  profit sharing plan, and $13,354 in
     Company  discretionary  contributions  to its profit sharing plan; 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
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.


                                    - ix -
<PAGE>

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 2002,  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
2002 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 2002 fiscal  year,  is expected to be retained by the Board of Directors
to  be  the  Company's   independent  auditors  for  the  2003  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.

Disclosure of Independent Auditor Fees

     The following is a  description  of the fees billed to the Company by Trice
Geary & Myers LLC during the years ended December 31, 2001 and 2002:


                                     - x -
<PAGE>

     Audit Fees.  Audit fees  include  fees paid by the Company to Trice Geary &
Myers LLC in  connection  with the annual  audit of the  Company's  consolidated
financial statements,  and review of the Company's interim financial statements.
Audit fees also include  fees for services  performed by Trice Geary & Myers LLC
that are  closely  related to the audit and in many cases could only be provided
by our independent  auditors.  Such services include consents related to SEC and
other  regulatory  filings.  The  aggregate  fees billed to the Company by Trice
Geary & Myers LLC for audit services rendered to the Company for the years ended
December  31,  2001  and   December  31,  2002  totaled   $81,839  and  $81,489,
respectively.

     Audit Related Fees. Audit related  services include due diligence  services
related to mergers and acquisitions,  accounting consultations, internal control
reviews,  and employee  benefit plan audits.  The  aggregate  fees billed to the
Company by Trice Geary & Myers LLC for audit  related  services  rendered to the
Company for the years ended  December  31, 2001 and  December  31, 2002  totaled
$19,420 and $19,529, respectively.

     Tax Fees. Tax fees include  corporate tax compliance,  counsel and advisory
services.  The  aggregate  fees billed to the Company by Trice Geary & Myers LLC
for the tax  related  services  rendered  to the  Company  for the  years  ended
December  31,  2001  and   December   31,  2002  totaled   $2,420  and  $10,645,
respectively.

     Financial  Information Systems Design and Implementation  Fees. The Company
did not  engage  Trice  Geary &  Myers  LLC to  provide  advice  to the  Company
regarding  financial  information  systems design and implementation  during the
years ended December 31, 2001 and December 31, 2002.

     All Other Fees.  The aggregate  fees billed to the Company by Trice Geary &
Myers LLC for all other  services  rendered to the  Company for matters  such as
general  consulting  services and reviews of the Bank's  information  technology
regulatory  compliance  for the years ended  December  31, 2001 and December 31,
2002 totaled $26,809 and $11,012, respectively.

Approval of Independent Auditor Services and Fees

     The  Company's  Audit  Committee  reviews all fees charged by the Company's
independent  auditors,  and actively monitors the relationship between audit and
non-audit services provided. Effective January 1, 2003, the Audit Committee must
pre-approve all services provided by the Company's independent auditors and fees
charged.  The Audit Committee has further mandated that all independent  auditor
services strictly adhere to the limitations  contained within the SEC's release,
"Strengthening the Commission's  Requirements  Regarding Auditor  Independence,"
which was issued in final form in January 2003. The release restricts engagement
of the  independent  auditors  to perform  non-audit  services;  requires  Audit
Committee  pre-approval  of all  audit and  non-audit  services;  addresses  the
duration of time  certain  independent  auditor  partners can serve on the audit
engagement and the manner of the partners' compensation; restricts employment by
the  Company of senior  engagement  team  personnel;  requires  the  independent
auditor to report certain matters to the Audit  Committee;  and requires certain
disclosures  to  investors  of  information  related  to the nature of audit and
non-audit  services provided and associated fees. The Company's senior corporate
financial management administers these requirements,  and will report throughout
the year to the Audit Committee.

________________________________________________________________________________

      PROPOSAL III -- APPROVAL OF AN AMENDMENT TO THE BYLAWS TO REDUCE THE
                 STOCKHOLDER VOTE REQUIRED TO AMEND THE BYLAWS
________________________________________________________________________________

     The  Board  of  Directors  proposes  to  amend  the  Bylaws  to  lower  the
stockholder vote required to amend the Bylaws from 80% to 66 2/3%. Specifically,
the Board of  Directors  proposes  that  stockholders  approve an  amendment  to
Article  XII,  Section 1 of the Bylaws so that the first  sentence  will read as
follows:

                                     - xi -
<PAGE>

               Except  as  otherwise   provided  in  the  Articles  of
          Incorporation, the Bylaws may be amended by the stockholders
          of the Corporation by an affirmative  vote of 66 2/3% of all
          the votes entitled to be cast on the matter.

     In addition,  in order to clarify a possible  ambiguity in the Bylaws,  the
Board of Directors  also proposes to amend  paragraph (c) of Article II, Section
10 (which states that matters submitted to stockholders for a vote may generally
be approved by a majority of the votes cast) to include a general  exception for
actions for which a higher vote is specified in the Bylaws. As amended,  Article
II, Section 10(c) would read as follows:

               All other corporate actions, unless otherwise indicated
          herein, shall be authorized by a majority of the votes cast.

     Purpose and Effect of  Proposal.  The proposed  amendment  would reduce the
vote required to amend the Bylaws from the current 80% of shares  outstanding to
66 2/3% of shares outstanding. The Board of Directors is proposing the amendment
in order to make it less difficult to amend the Bylaws. With the Company's broad
stockholder  base,  it is difficult to obtain the 80% vote required to amend the
Bylaws.  In order to ensure  that the Company is able to amend its Bylaws in the
future to keep pace with the  evolving  nature of the  Company  and  market  and
regulatory  changes,  the Board of  Directors  is  seeking  to  reduce  the vote
required for  amendments  to a level that it believes  will be easier to obtain.
This  Proposal,  if  adopted,  will not allow the Company to amend the Bylaws by
action of the Board of  Directors  alone.  If this  Proposal is adopted,  future
amendments  to the Bylaws  will  remain  subject  to  stockholder  approval.  In
addition,  amendments to the Articles of Incorporation  will continue to require
the approval of 80% of the outstanding shares.

     Stockholder  Vote  Required  to Approve  the  Amendment.  Approval of these
amendments to the Bylaws will require the affirmative  vote of not less than 80%
of the outstanding  shares of Common Stock.  Since the required vote is based on
the  number of shares  outstanding,  an  abstention,  failure  to vote or broker
non-vote  has the same  effect as a vote  against  this  Proposal.  The Board of
Directors has unanimously  approved these proposed amendments to the Bylaws. The
Board of Directors believes that the reduction in the vote required to amend the
Bylaws  is in the  best  interests  of the  Company  and  its  stockholders  and
unanimously recommends a vote FOR these amendments to the Bylaws.

________________________________________________________________________________

                                  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.


                                     - xii -
<PAGE>

________________________________________________________________________________

                                  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  2002 Annual  Report to  Stockholders,  including  financial
statements,  has been  mailed to all  stockholders  of record as of the close of
business on the Record Date with this Proxy  Statement.  Any stockholder who has
not  received a copy of such  Annual  Report may obtain a copy by writing to the
Secretary of the Company.  Such Annual  Report is not to be treated as a part of
the  proxy  solicitation  material  or as  having  been  incorporated  herein by
reference.  A copy of the Company's Form 10-K for the fiscal year ended December
31, 2002 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 2004 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 9, 2003.  The persons  designated by the Company to vote
proxies  given by  stockholders  in connection  with the  Company's  2004 Annual
Meeting of Stockholders  will not exercise any  discretionary  voting  authority
granted in such proxies on any matter not disclosed in the Company's  2004 proxy
statement with respect to which the Company has received written notice no later
than February 22, 2004 that a stockholder  (i) intends to present such matter at
the 2004  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 2004 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 8, 2003


                                   - xiii -
<PAGE>

|X| PLEASE MARK VOTES           REVOCABLE PROXY
    AS IN THIS EXAMPLE        GLEN BURNIE BANCORP
                      2003 ANNUAL MEETING OF STOCKHOLDERS

The  undersigned  hereby  constitutes  and appoints F. William  Kuethe,  John E.
Demyan, 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 8, 2003 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:                    [ ]                [ ]               [ ]
        Charles L. Hein
        Alan E. Hahn
        Shirley E. Boyer
        John I. Young

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

- ------------------------------------------------------------------------------------------------------------------------
                                                                        FOR              AGAINST           ABSTAIN
                                                                        ---              -------           -------
3. To  approve  the  amendments  to the  Bylaws of the  Company
    reduce the  stockholder  vote  required to amend the Bylaws
    from 80% to 66 2/3% of all  votes  entitled  to be cast and
    other conforming amendment.                                         [ ]                [ ]               [ ]

</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 PROPOSALS 2 AND 3. 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 here:

- ----------------------------   -----------------   -----------------------------
Stockholder sign above         Date                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 2002 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>
-----END PRIVACY-ENHANCED MESSAGE-----
