8-K

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          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):
             December 9, 1999 (December 9, 1999)




                  GLEN BURNIE BANCORP
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(Exact name of registrant as specified in its charter)



MARYLAND                       0-24047           52-1782444
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(State or other jurisdiction  (Commission     (I.R.S. Employer
of incorporation)             File Number)   Identification No.)


101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND          21227
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(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:(410)766-3300
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                         NOT APPLICABLE
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(Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.
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     On December 9, 1999, the Board of Directors of the
Registrant approved a First Amendment, dated as of December 9,
1999 (the "First Amendment"), to that certain Rights Agreement,
dated as of February 13, 1998, by and between the Registrant and
The Bank of Glen Burnie, as Rights Agent (the "Rights
Agreement") to exempt from the definition of Acquiring Person
any person who inadvertently acquires the beneficial ownership
of 10% or more of the outstanding common stock (but not more
than 10 1/4%) and divests sufficient shares such that they are
no longer the beneficial owner of 10% or more of the outstanding
common stock within five business days after being requested to
do so by the Registrant.  All other provisions of the Rights
Agreement continue in full force and effect as set forth therein
and were not affected in any way by the First Amendment.  The
foregoing description of the Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to
the First Amendment and the Rights Agreement.  All terms not
otherwise defined herein shall have the meanings given them in
the Rights Agreement.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
        AND EXHIBITS
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     (a) Financial Statements of Businesses Acquired.  None
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     (b) Pro Forma Financial Information.  None
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     (c) Exhibits.  The following exhibits are filed as part of
         --------   this report on Form 8-K:

     Exhibit No.              Description

          4.2            First Amendment, dated as of
                         December 9, 1999, to the Rights
                         Agreement, dated as of February 13,
                         1998, by and between Glen Burnie
                         Bancorp and The Bank of Glen Burnie,
                         as Rights Agent.

                              2


                     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.

                                GLEN BURNIE BANCORP


Date: December 9, 1999          By: /s/ F. William Kuethe, Jr.
                                    --------------------------
                                    F. William Kuethe, Jr.
                                    President

                               3

EX-4.2

          FIRST AMENDMENT TO RIGHTS AGREEMENT


     FIRST AMENDMENT, dated as of December 9, 1999, to the
Rights Agreement, dated as of February 13, 1998 (the "Rights
Agreement"), between Glen Burnie Bancorp, a Maryland corporation
(the "Company") and The Bank of Glen Burnie, a Maryland banking
corporation, as rights agent (the "Rights Agent").

                      WITNESSETH

     WHEREAS, pursuant to Section 27 of the Rights Agreement,
the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement prior to a Distribution
Date without the approval of the stockholders provided, that no
proposed supplement or amendment shall be effective unless (i)
there are Continuing Outside Directors and (ii) a majority of
such Continuing Outside Directors, at a meeting of the Board
duly called and held, votes in favor of the adoption of such
proposed supplement or amendment; and

     WHEREAS, the Board has determined that no Distribution Date
has occurred and that there are Continuing Outside Directors;
and

     WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement as provided herein and a majority of such
Continuing Outside Directors, at a meeting of the Board duly
called and held, have voted in favor of such amendment.

     NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereby
agree as follows:

     1.   AMENDMENT TO THE DEFINITION OF EXEMPT PERSON.

          Section 1(s)of the Rights Agreement is hereby amended
by deleting the period at the end of clause (vi) thereof and
adding the following clause(vii)immediately thereafter:

     , or (vii)  any Person who becomes the Beneficial Owner of
     10% or more of the shares of Common Stock then outstanding
     (but less than 10 1/4%) and who(x)reported or is required
     or permitted to report such ownership on Schedule 13G under
     the Exchange Act (or any comparable or successor report),
     or on Schedule 13D under the Exchange Act (or any
     comparable or successor report), which Schedule 13D does
     not state any intention to or reserve the right to control
     or influence the management or policies of the Company or
     engage in any of the actions specified in Item 4 of such
     Schedule (other than the disposition of the Common
     Stock),and(y), within five Business Days of being requested
     by the Company,  certifies to the Company that they become
     the Beneficial Owner of 10% or more of the outstanding
     shares of Common Stock inadvertently or without knowledge
     of the terms of the Rights and divests




     sufficient shares of Common Stock such that such Person
     together with their Affiliates or Associates is no longer
     the Beneficial Owner of 10% or more of the shares of Common
     Stock then outstanding, and (z), in the event a record date
     shall have been fixed for the purpose of determining the
     stockholders entitled to vote at an annual or special
     meeting of stockholders while such Person, together with
     its Affiliates and Associates, was the Beneficial Owner of
     10% or more of the Common Stock then outstanding, such
     Person shall cause to be voted on each proposal presented
     at such annual or special meeting in the same proportion as
     the votes cast by all other stockholders an amount of
     shares of Common Stock Beneficially Owned by such Person
     equal to the difference between the aggregate number of
     shares of Common Stock Beneficially Owned by it and the
     number of shares equal to 10% of the shares of Common Stock
     outstanding on such record date; provided, however, that if
     the Person requested to so certify and divest as provided
     in clause (y) fails to do so within five Business Days of
     such request, then such Person shall cease to be an Exempt
     Person immediately after such five-Business-Day Period.


     2.   RATIFICATION OF ORIGINAL RIGHTS AGREEMENT.  Except as
amended hereby, the Rights Agreement remains unchanged and is
ratified and confirmed in all respects.



          IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be duly executed and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.



ATTEST:                            GLEN BURNIE BANCORP


By: /s/ John E. Demyan       By:  /s/ F. William Kuethe, Jr.
    ---------------------         -----------------------------
Name:  John E. Demyan             Name:  F. William Kuethe, Jr.
Title: Chairman of the Board      Title: President and Chief
        of Glen Burnie Bancorp             Executive Officer



ATTEST:                            THE BANK OF GLEN BURNIE,
                                        as Rights Agent


By: /s/ John E. Demyan       By:  /s/ F. William Kuethe, Jr.
    ---------------------         -----------------------------
Name:  John E. Demyan             Name:  F. William Kuethe, Jr.
Title: Chairman of the Board      Title: President and Chief
        of Glen Burnie Bancorp             Executive Officer