8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2008

Frederick County Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission file number: 000-50407

Maryland	20-0049496
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

9 North Market Street, Frederick, Maryland 21701

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (301) 620-1400

N/A

Former Name or Former Address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On April 8, 2008, the Registrant announced its earnings for the three months ended March 31, 2008. For further information, reference is made to the Registrant's press release, dated April 8, 2008, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On April 8, 2008, the Registrant announced its earnings for the three months and year ended March 31, 2008. For further information, reference is made to the Registrant's press release, dated April 8, 2008, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1Press Release dated April 8, 2008

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 hereunto duly authorized.

FREDERICK COUNTY BANCORP, INC.

(Registrant)

By: /s/ William R. Talley, Jr.                                             

       William R. Talley, Jr., Executive Vice President

       and Chief Financial Officer

               (Principal Accounting Officer)

Dated: April 8, 2008

EX-99.1

Frederick County Bancorp, Inc. Reports Results for the First Quarter 2008

FREDERICK, Md., April 8, 2008 /PRNewswire-FirstCall/ -- Frederick County Bancorp, Inc. (the "Company") (OTC Bulletin Board: FCBI), the parent company for Frederick County Bank, announced today that, for the quarter ended March 31, 2008, the Company recorded net income of $300,000 and diluted earnings per share of $0.20, as compared to net income of $323,000 and diluted earnings per share of $0.21 recorded for the first quarter of 2007. The Company increased its provision for loan losses in 2008 to $120,000 from the $66,000 recorded in the first quarter of 2007. This increase reflects management's continued concern with rising consumer and mortgage loan delinquencies and deteriorating economic conditions.

The Company also reported that, as of March 31, 2008, assets stood at $263.2 million, with deposits of $224.4 million and gross loans of $210.3 million, representing increases of 9.5%, 4.3% and 14.4%, respectively, over the first quarter of 2007.

Frederick County Bank commenced operations in 2001. The Bank is headquartered in Frederick, Maryland, and conducts full service commercial banking services through four offices, three of which are in the City of Frederick and one office located in Walkersville, Maryland.

	March 31,		March 31,		December 31,
	2008		2007		2007
(dollars in thousands)	(unaudited)		(unaudited)		(audited)
Total assets	$	263,235	$	240,449	$	255,991
Cash and due from banks		4,282		6,229		3,828
Federal funds sold and other overnight investments		16,886		14,845		8,538
Investment securities - available for sale		24,936		30,421		27,512
Restricted Stock		1,479		945		1,440
Loans, net		207,809		181,512		206,371
Deposits		224,396		215,181		219,228
Long-term borrowings		10,000		-		10,000
Junior subordinated debentures		6,186		6,186		6,186
Shareholders' equity		20,109		18,308		19,580

SELECTED FINANCIAL DATA
	Three Months Ended March 31,
(dollars in thousands, except per share data)	2008		2007
SUMMARY OF OPERATING RESULTS:	(unaudited)		(unaudited)
Interest income	$	4,016	$	3,725
Interest expense		1,990		1,777
Net interest income		2,026		1,948
Provision for loan losses		120		66
Net interest income after provision for loan losses		1,906		1,882
Gain on sale of foreclosed property		15		-
Noninterest income (excluding gains)		137		86
Noninterest expense		1,646		1,504
Income before provision for income taxes		412		464
Provision for income taxes		112		141
Net income		300		323

PER COMMON SHARE DATA:
Basic earnings per share	$	0.21	$	0.22
Diluted earnings per share	$	0.20	$	0.21
Basic weighted average number of shares outstanding		1,460,602		1,458,669
Diluted weighted average number of shares outstanding		1,509,048		1,523,749
Common shares outstanding		1,460,602		1,460,602
Book value per share		13.77		12.53

SELECTED UNAUDITED FINANCIAL RATIOS:
Return on average assets	0.46	%	0.56	%
Return on average equity	5.97	%	7.12	%
Allowance for loan losses to total loans	1.17	%	1.21	%
Nonperforming assets to total assets	0.62	%	0.01	%
Average equity to average assets	7.76	%	7.90	%
Weighted average yield/rate on:
Loans	6.91	%	7.35	%
Interest-earning assets	6.58	%	6.94	%
Interest-bearing liabilities	3.93	%	4.01	%
Net interest spread	2.65	%	2.92	%
Net interest margin	3.37	%	3.68	%

The statements in this press release that are not historical facts constitute "forward-looking statements" as defined by Federal Securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "believes," "expects," "intends," "may," "will," "should," "anticipates" or similar terminology. Such statements, specifically regarding the Company's intentions regarding growth and market expansion, are subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, changes in interest rates, deposit flows, loan demand and real estate values, as well as changes in economic, competitive, governmental, regulatory, technological and other factors which may affect the Company specifically, its existing and target market areas or the banking industry generally. Forward-looking statements speak only as of the date they are made. The Company will not update forward-looking statements to reflect factual assumptions, circumstances or events that have changed after a forward-looking statement was made. For further information, please refer to the Company's reports filed with the U.S. Securities and Exchange Commission.