GLEN BURNIE BANCORP

               ARTICLES SUPPLEMENTARY
                       TO THE
              ARTICLES OF INCORPORATION

     GLEN BURNIE BANCORP (hereinafter called "The Corporation"),
a corporation organized and existing under the General
Corporation Law of the State of Maryland ("MGCL") hereby
certifies to the Department of Assessments and Taxation of the
State of Maryland (the "Department") that by resolution of its
Board of Directors duly adopted at a meeting duly called and
held on November 16, 1999, The Corporation elected to become
subject to the following provisions of Subtitle 8 of Title 3 of
the MGCL and no other:

A.   Section 3-804 which requires at least a two-thirds vote of
     the stockholders for the removal of directors, and then
     only for cause in accordance with Section 2-406(b)(3) of
     the MGCL, and vests in the Board of Directors the power to
     fix the number of directors by resolution and to fill any
     vacancies on the Board of Directors for the remainder of
     the full term of the class of directors in which the
     vacancy occurred; and

B.   Section 3-805 which specifies that stockholders may only
     call a special meeting of the stockholders on the written
     request of the stockholders entitled to cast at least a
     majority of the votes entitled to be cast at the meeting.

In the event of any inconsistency with the charter or bylaws of
The Corporation, the aforesaid provisions of Subtitle 8 of Title
3 of the MGCL shall govern.

     IN WITNESS WHEREOF, Glen Burnie Bancorp has caused these
presents to be signed in its name and on its behalf by its
President and Chief Executive Officer and witnessed by its
Secretary, and the undersigned officers acknowledge that these
Articles Supplementary are the act of The Corporation, that to
the best of their knowledge, information and belief all matters
and facts set forth herein relating to the authorization and
approval of these Articles Supplementary are true in all
material respects, and that this statement is made under the
penalties of perjury.

Date: November 16, 1999          GLEN BURNIE BANCORP


                                 By: /s/ F. William Kuethe, Jr.
                                     --------------------------
                                     F. William Kuethe, Jr.
                                     President and Chief
                                        Executive Officer
WITNESS:

/s/ Dorothy A. Abel
- ------------------------
Dorothy A. Abel
Secretary