CARROLLTON BANCORP
344 NORTH CHARLES STREET, SUITE 300
BALTIMORE, MARYLAND

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2001

TO THE SHAREHOLDERS OF CARROLLTON BANCORP:

The Annual Meeting of Shareholders of Carrollton Bancorp, a Maryland corporation
(the "Company"), will be held at the Company's Corporate Headquarters at 344
North Charles Street, Baltimore, Maryland on April 24, 2001 at 10:00 a.m.,
prevailing local time, for the following purposes:

1. To elect four directors for a three year term ending in 2004.

2. To act upon any other matter which may properly come before the meeting or
any adjournment thereof.

The close of business on March 12, 2001 has been fixed by the Board of Directors
as the date for determining shareholders of record entitled to receive notice of
and to vote at the Annual Meeting.

Your attention is directed to the enclosed Proxy Statement and annual report of
the Company for the fiscal year ended December 31, 2000.

Please sign, date and mail the accompanying proxy in the enclosed,
self-addressed, stamped envelope, whether or not you expect to attend the
meeting in person. You may withdraw your proxy at the meeting should you be
present and desire to vote your shares in person. Your cooperation is
respectfully requested.

By Order of the Board of Directors

/s/ D. DOREEN SMITH

D. Doreen Smith
Secretary

Baltimore, Maryland
March 6, 2001

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED AND VOTED. ACCORDINGLY, PLEASE DATE, SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY.

CARROLLTON BANCORP
344 NORTH CHARLES STREET, SUITE 300
BALTIMORE, MARYLAND

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

APRIL 24, 2001

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement (the "Proxy Statement") is being furnished to the
shareholders of Carrollton Bancorp (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Shareholders, and any adjournments thereof, to be held at
10:00 AM prevailing local time, on Tuesday, April 24, 2001. This Proxy Statement
is being sent to the shareholders of the Company on or about March 22, 2001.

The Board of Directors has selected Albert R. Counselman, Thelma T. Daley and
Howard S. Klein and each of them, to act as proxies with full power of
substitution. A proxy may be revoked at any time prior to its exercise by giving
written notice of revocation to the Company, by executing and delivering a
substitute proxy to the Company, or by attending the Annual Meeting and voting
in person. If no instructions are specified in the proxy, it is the intention of
the persons named therein to vote FOR the election of the nominees named herein
as directors of the Company.

Shareholders of the Company are requested to complete, date and sign the
accompanying form of proxy and return it promptly to the Company in the enclosed
envelope. If a proxy is properly executed and returned in time for voting, it
will be voted as indicated thereon.

The Company does not know of any matter to be presented at the Annual Meeting
except as described herein. If any other matters are properly brought before the
Annual Meeting, the persons named in the enclosed proxy intend to vote the proxy
according to their best judgement.

The Company will bear the costs of the solicitation of proxies, including the
reimbursement of banks, brokers and other fiduciaries for expenses in forwarding
proxy solicitation materials to beneficial owners. Such expenses are estimated
not to exceed $5,000. Solicitations may be made by mail, telegraph or personally
by directors, officers or employees of the Company, none of whom will receive
additional compensation for performing such services.

VOTING SECURITIES

On March 8, 2001, the Company had outstanding 2,707,733 shares of Common Stock,
$1.00 par value per share. Each share of Common Stock entitles the holder
thereof to one vote on each matter to be voted upon at the Annual Meeting.
Neither the Company's Charter nor its Bylaws provides for cumulative voting
rights.

The close of business on March 12, 2001 has been fixed by the Board of
Directors as the record date for determining the shareholders of the Company
entitled to receive notice of and to vote at the Annual Meeting.

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes. Each year the
directors in one class are elected to serve for a term of three years. The
Shareholders will vote at this Annual Meeting for the election of four directors
for the three year term expiring at the Annual Meeting of Shareholders in 2004.

The proxies solicited hereby, unless directed to the contrary, will be voted
FOR the election as directors of all four nominees listed in the following
tables. In order to be elected, a majority of the shares voted must be voted FOR
the election of each nominee. Each nominee has consented to serve as a director,
if elected.

Your Company's Board of Directors unanimously recommends a vote FOR the
election of each of the Nominees named below as directors of the Company.

In the event that any of the nominees should be unable to serve, the persons
named in the proxy will vote for such substitute nominee or nominees as they, in
their sole discretion, shall determine. The Board of Directors has no reason to
believe that any nominee named herein will be unable to serve.

The following material contains information concerning the nominees for
election and those directors whose terms continue beyond the date of the Annual
Meeting.

NOMINEES FOR DIRECTOR FOR TERM
EXPIRING IN 2004

ROBERT J. AUMILLER - Mr. Aumiller, age 52, currently is serving as a director
of the Bank and Company beginning with his appointment in 2001. He has been the
Executive Vice President of MacKenzie Commercial Real Estate Services, involved
in brokerage and real estate development of various commercial real estate
projects, since 1983.

BEN F. MASON - Mr. Mason, age 63, currently is serving as a director of the
Bank and Company beginning with his appointment in 2001. He has been the
Executive Director of the Baltimore City Chamber of Commerce, a member business
association that promotes business development within Baltimore City, since
1993.

CHARLES E. MOORE, JR. - Mr. Moore, age 51, currently is serving as a director
of the Bank and Company beginning with his appointment in 2001. He has been the
Co-Founder, Director, President and CFO of TelAtlantic, a consolidation of rural
telephone companies across the United States, since 1999. Mr. Moore has been the
Co-Founder, Director, and CFO of GoEbusiness.com, which specializes in the
development of customized E-Commerce solutions, since 1998.

JOHN PAUL ROGERS - Mr. Rogers, age 65, has served as director of the Bank since
1970 and of the Company since its inception in 1990. Mr. Rogers has been
Chairman of the Bank since February 1994. He was a partner of the law firm of
Rogers, Moore and Rogers, counsel of the Bank, from 1970 until 1992. Mr. Rogers
was senior title officer of The Security Title Guarantee Corporation of
Baltimore from May 1991 until December 1992, having served as President from
March 1989 until May 1991, and as Executive Vice President from March 1970 until
March 1989. He is the brother of William C. Rogers, Jr. a director of the Bank
and the Company.

DIRECTORS CONTINUING IN OFFICE

DIRECTORS WHOSE TERMS EXPIRE IN 2002

STEVEN K. BREEDEN - Mr. Breeden, age 42, has served as a director of the Bank,
since June 1994, and of the Company since October 1995. Mr. Breeden is currently
Vice President and Secretary of Security Development Corporation, a real estate
development company, a position he has held since 1980. (2)

THELMA T. DALEY - Dr. Daley, age 69, has served as a director of the Bank since
November 1995, and of the Company since May 1998. Dr. Daley retired as the
Coordinator of Counseling and Guidance for The Baltimore County Board of
Education.

HOWARD S. KLEIN - Mr. Klein, age 41, has served as a director of the Bank since
March 1999 and of the Company since April 1999. Mr. Klein has been Vice
President and General Counsel for Klein's Super Markets, a family-operated chain
of five full serve supermarkets and related development and operating companies
since 1987.

LEO A. O'DEA - Mr. O'Dea, age 70, has served as a director of the Bank since
1983 and of the Company since its inception in 1990. Mr. O'Dea was elected
Chairman of the Company in February 1994. He was President of Hamilton &
Spiegel, Inc., a sheet metal contractor, from 1979 until his retirement in 1997.
(2)
- ---------------------------------------------

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

DIRECTORS WHOSE TERMS EXPIRE IN 2003

ALBERT R. COUNSELMAN - Mr. Counselman, age 52, has served as a director of the
Bank since April 1985, and of the Company since its inception in 1990. He has
been President of Riggs, Counselman, Michaels & Downes, Inc., an insurance
brokerage firm, since September 1987, and served in various executive positions
with that firm from 1972 to September 1987. (1)(2)

JOHN P. HAUSWALD - Mr. Hauswald, age 78, has served as a director of the Bank
since 1964 and of the Company since its inception in 1990. He was, until his
retirement in October 1989, President of The Hauswald Bakery. (1)(2)

DAVID P. HESSLER - Mr. Hessler, age 44, has served as a director of the Bank
since March 1999, and the Company since May 1999. He has been President and CEO
of Eastern Sales & Engineering, an electrical contracting and service
maintenance firm, since 1987 and was Vice President from 1986 to 1987. Mr.
Hessler has been Vice President of Advanced Petroleum Equipment, a
distributorship, since its inception in 1998. (1)

WILLIAM C. ROGERS, JR. - Mr. Rogers, age 74, has served as a director of the
Bank since 1955 and of the Company since its inception in 1990. He has been a
partner in the law firm of Rogers, Moore and Rogers, counsel to the Bank, since
1970. He has been Chairman of the Board of The Security Title Guarantee
Corporation of Baltimore since 1970 and a director since 1952, and was President
from 1970 until March 1989. Mr. Rogers is President of Maryland Mortgage Company
where he has been a director since 1953. He is also President of Moreland
Memorial Park Cemetery, Inc. where he has been a director since 1959. He is the
brother of John Paul Rogers, a director of the Bank and the Company.

The Board of Directors of the Company met 7 times and the Board of Directors of
the Bank met 17 times during the year ended December 31, 2000. The Board of
Directors of the Bank meets regularly 12 times each year. No director attended
fewer than 75% of the total number of meetings of both Boards and committees to
which they were assigned during the year ended December 31, 2000.

As of the date of this Proxy Statement, the Board of Directors does not have a
standing nominating committee.

The Audit Committee held 3 meetings during 2000. Its current members are
Messrs. Counselman, Hauswald and Hessler. Only nonemployee directors are
eligible to serve on the Audit Committee. The duties of the Audit Committee
include reviewing the quarterly and annual financial statements and regulatory
filings of the Company and Bank and the scope of the independent annual audit
and internal audits. It also reviews the independent accountant's letter to
management concerning the effectiveness of the Company's internal financial and
accounting controls and management's response to that letter. In addition, the
Committee reviews and recommends to the Board the firm to be engaged as the
Company's independent accountants. The Committee may also examine and consider
other matters relating to the financial affairs of the Company as it determines
appropriate.

The Compensation Committee met 2 times during 2000. Its current members are
Messrs. Breeden, Counselman, Hauswald, and O'Dea. The purpose of the
Compensation Committee is to review and approve major compensation and benefit
policies of the Company and the Bank. In addition, the committee recommends to
the Board the compensation to be paid to all officers, Senior Vice President and
above, of the Bank.

Directors who are not employees of the Bank receive a monthly fee of $900 for
Board meetings, and between $75 and $150 per committee meeting attended. The
Chairman of the Board of the Bank receives a monthly fee of $1,100. Directors do
not receive additional fees for their service as directors of the Company.

OTHER EXECUTIVE OFFICERS AND
DIRECTORS OF THE BANK

Certain information regarding directors and significant employees of the Bank
other than those previously mentioned is set forth below.

ROBERT A. ALTIERI - Mr. Altieri, age 39, has been President and Chief Executive
Officer of both the Bank and Company since his appointment in February 2001. Mr.
Altieri previously was the Senior Vice President--Lending of the Bank since
June 1994, and Vice President--Commercial Lending since September 1991.

EDWARD R. BOOTEY - Mr. Bootey, age 54, has been Senior Vice
President--Automation & Technology since October, 1995, and was Senior Vice
President--Operations of the Bank from June 1994 to October 1995. Mr. Bootey
previously served as Vice President--Operations from January 1991. He served as
Assistant Vice President--Operations from December 1987 until January 1991.

RANDALL M. ROBEY - Mr. Robey, age 43, has been Executive Vice President and
Chief Financial Officer of both the Bank and Company, since November 2000.
Previously he had been the Senior Vice President and Chief Financial Officer and
Treasurer since October 1999. Prior to joining Carrollton Bank, Mr. Robey was
Vice President of Financial Services of Mercantile Bank & Trust in Baltimore,
Maryland from June of 1998 to October 1999, and prior to that Senior Vice
President and Chief Financial Officer of Annapolis Bank & Trust from March of
1989 to June 1998.

GARY M. JEWELL - Mr. Jewell, age 54, has been Senior Vice President and Retail
Delivery Group Manager since July 1998. He was previously Senior Vice President
Electronic Banking from March 1996

to July 1998. Prior to joining Carrollton Bank, Mr. Jewell was Director of
Product Management and Point of Sale Services for the MOST EFT network in
Reston, Virginia from March 1995 to March 1996 and prior to that
Director/Manager of Merchant Services for the Farmers and Mechanics National
Bank from 1993 to March 1995.

STOCK PERFORMANCE TABLE

Carrollton Bancorp is required by the SEC to provide a five-year comparison of
the cumulative total stockholder return on our Common Stock compared with that
of a broad equity market index, and either a published industry index or a
Carrollton Bancorp constructed peer group index.

The following chart compares the cumulative stockholder return on Carrollton
Bancorp Common Stock from December 31, 1995, to December 31, 2000, with the
cumulative total of the NASDAQ Composite (U.S.) and the NASDAQ Bank Indices. The
comparison assumes $100 was invested on December 31, 1995 in Carrollton Bancorp
Common Stock and in each of the foregoing indices. It also assumes reinvestment
of any dividends.

Carrollton Bancorp does not make, nor does it endorse, any predictions as to
future stock performance.

CARROLLTON BANCORP STOCK PERFORMANCE

[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]

PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ---------------------------------------------------------------------------------------------------------

Carrollton Bancorp...................... 100.00 99.61 167.49 161.50 151.97 122.18
NASDAQ -- Total US*..................... 100.00 123.04 150.69 212.51 394.92 237.62
NASDAQ Bank Index*...................... 100.00 132.04 221.06 219.64 211.14 241.08

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 6, 2001, certain information
concerning shares of the Common Stock of the Company beneficially owned by
(i) the chief executive officer of the Company; (ii) all directors and nominees
for directors of the Company and the Bank; (iii) all directors and officers of
the Company and the Bank as a group; and (iv) other significant shareholders.

AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL
BENEFICIAL OWNER(1)(17) OWNERSHIP PERCENT OF CLASS
- ---------------------------------------------------------------------------------------------------

DIRECTORS:
Robert J. Aumiller 100 *
Steven K. Breeden 7,620(3) *
Albert R. Counselman 33,987(4) *
Thelma T. Daley 1,310(5) *
John P. Hauswald 13,402(6) *
David P. Hessler 1,000(7) *
C. Edward Hoerichs 8,266(8) *
Howard S. Klein 400(9) *
Ben F. Mason 100 *
Charles E. Moore, Jr. 2,546(16) *
Leo A. O'Dea 12,816(10) *
Allen Quille 5,490(11) *
John Paul Rogers 195,012(11) 7.14%
William C. Rogers, Jr. 258,372(12)(13)(14) 9.51%
All Directors and Executive
Officers of the Company as a Group (14 persons) 555,796(2) 19.45%
OTHER SIGNIFICANT SHAREHOLDER:
Patricia A. Rogers 224,782(15) 8.30%

- --------------------------
* Less than 1%

(1) Unless otherwise indicated, the named person has sole voting and investment
power with respect to all shares.

(2) Includes 166 shares Mr. Altieri holds as trustee for minor children under
the Maryland Uniform Gifts to Minors Act, and 10,000 fully vested options to
purchase shares at an exercise price of between $16.19 and $18.68 per share.

(3) Includes 2,698 shares owned jointly by Mr. Breeden and his wife and 1,800
fully vested options to purchase shares at an exercise price of between
$14.13 and $19.00 per share.

(4) Includes 1,800 fully vested options to purchase shares at an exercise price
of between $14.13 and $19.00 per share, but excludes 2,000 shares owned by
Mr. Counselman's wife.

(5) Includes 1,200 fully vested options to purchase shares at an exercise price
of between $14.13 and $18.68 per share.

(6) Includes 11,490 shares owned jointly by Mr. Hauswald and his wife and 1,600
fully vested options to purchase shares at an exercise price of between
$14.13 and $19.00 per share. Excludes 10,530 shares owned by Mr. Hauswald's
wife.

(7) Includes 600 fully vested options to purchase shares at an exercise price of
between $14.13 and $16.19 per share.

(8) Includes 1,600 fully vested options to purchase shares at an exercise price
of between $14.13 and $19.00 per share.

(9) Includes 400 shares owned jointly by Mr. Klein and his wife. Also includes
1,600 shares owned by Colgate Investments, LLP, of which Mr. Klein is a
shareholder and 600 shares Mr. Klein holds as trustee for minor children
under the Maryland Uniform Gift to Minors Act. Also includes 600 fully
vested options to purchase shares at an exercise price of between $14.13 and
$16.13 per share.

(10) Includes 1,600 fully vested options to purchase shares at an exercise price
of between $14.13 and $19.00 per share but excludes 15,754 shares owned by
Mr. O'Dea's wife.

(11) Includes 1,600 fully vested options to purchase shares at an exercise price
of between $14.13 and $19.00 per share.

(12) Includes 63,904 shares owned by The Security Title Guarantee Corporation of
Baltimore and of which William C. Rogers, Jr. is Chairman and President,
respectively, as well as a director. Includes 1,600 fully vested options to
purchase shares at an exercise price of between $14.13 and $19.00 per share.

(13) Includes 6,494 shares owned by the Moreland Memorial Park Cemetery Bronze
Perpetual Care Trust Agreement, Inc., 11,750 shares owned by the Moreland
Memorial Park Cemetery Inc. Perpetual Care Trust Agreement, 3,226 shares
owned by the Moreland Memorial Park, Inc. Bronze Marker Perpetual Care Trust
Fund, 32,414 shares owned by the Moreland Memorial Park Cemetery, Inc.
Perpetual Care Trust Agreement for which William C. Rogers, Jr. serves as
trustee, and 9,506 shares owned by Maryland Mortgage Company of which
William C. Rogers, Jr. is Chairman and President, as well as a Director.

(14) Includes 128,598 shares owned jointly by Mr. Rogers and his wife. Excludes
11,548 shares owned by Mr. Roger's wife.

(15) Includes 151,372 shares owned by Mrs. Rogers. Also, includes 63,904 shares
owned by The Security Title Guarantee Corporation of Baltimore and 9,506
shares owned by Maryland Mortgage Company of which Mrs. Rogers is a
principal shareholder.

(16) Excludes 16,296 shares owned by Mr. Moore's wife.

(17) All directors, executive officers and other significant shareholders may be
contacted at the Company's corporate offices by addressing correspondence to
the appropriate person, care of Carrollton Bancorp, 344 North Charles
Street, Suite 300, Baltimore, Maryland 21201.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth information with respect to the ownership of
shares of Common Stock of the Company by the only persons believed by management
to be the beneficial owners of more than five percent of the Company's
outstanding Common Stock. The information is based on the most recent
Schedule 13G filed by such persons with the Securities and Exchange Commission.

PERCENTAGE OF
NAME AND ADDRESS AMOUNT AND NATURE COMMON STOCK
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING
- ----------------------------------------------------------------

John Paul Rogers 193,412(1) 7.14%
46 C Queen Anne Way
Chester, MD 21619

William C. Rogers, Jr. 256,772(b) 9.51%
6 South Calvert Street
Baltimore, MD 21201

Patricia A. Rogers 224,782(c) 8.30%
P.O. Box 246
Gibson Island, MD 21056

(a) John Paul Rogers has sole voting and dispositive power over 120,002 shares,
and shared voting and dispositive power over 73,410 shares.

(b) William C. Rogers, Jr. has sole voting and dispositive power over 1,480
shares, and shared voting and dispositive power over 255,892 shares.

(c) A Schedule 13G dated February 8, 2001 states that Patricia A. Rogers has
sole voting and dispositive power over 151,372 shares, and shared voting and
dispositive power over 73,410 shares.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or allocated for services
rendered to the Company in all capacities during the years ended December 31,
1998, 1999 and 2000 to the chief executive officer of the Company. The
compensation of other members of executive management does not exceed $100,000.

SUMMARY COMPENSATION TABLE

LONG-TERM
NAME AND INCENTIVE PLAN
PRINCIPAL STOCK OPTIONS OTHER
POSITION YEAR SALARY GRANTS (SHARES) BONUS COMPENSATION
- -----------------------------------------------------------------------------------------

Dallas R. 2000 $ 138,764 8,000 $ 0 $ 164,000
Arthur, 1999 $ 132,912 16,000 $ 7,500
President 1998 $ 126,757 16,000 $ 0
and Chief
Executive
Officer*
Robert A. Altieri 2000 $104,026 3,000 $ 1,800
President and Chief 1999 $102,908 6,000 $ 5,000
Executive Officer 1998 $ 90,699 6,000 $ 0

*Dallas R. Arthur retired as President & CEO as of November 22, 2000, with
Mr. Altieri being named as his successor.

The Company had no employment agreements, termination of employment, or
change-in-control agreements or understandings with any of its directors,
executive officers or any other party whatsoever, except that the past president
of Carrollton Mortgage Services, Inc. a subsidiary of the bank, had an
employment contract that provided for a termination settlement of $50,000 upon
his termination which was effective in 2000.

Mr. Arthur retired as president and chief executive officer of the Bank and
Company, receiving an early retirement package which is comprised of a one year
base salary compensation, funding for continuing education, and the transfer of
the title to his company automobile.

LONG-TERM INCENTIVE PLAN

The 1998 Long-Term Incentive Plan which was approved at the 1998 Annual meeting
of Shareholders, authorizes the granting of awards in the form of options, stock
appreciation rights, restricted stock, performance awards, phantom shares, bonus
shares or cash awards. Any executive or other employee of the Company, its
subsidiaries, affiliated entities and non-employee Directors of the Company
shall be eligible to receive awards under the Plan. Non-employee Directors of
subsidiaries or affiliated entities of the Company will not be eligible to
participate in the Plan.

The Plan provides for 200,000 shares of the Company's Common Stock to be issued
as awards under the Plan, either directly or upon exercise of an option. The
Plan provides for appropriate adjustments in the number of shares subject to the
Plan in the event of a stock dividend, stock split, reverse stock split or other
similar changes in the Company's common stock or in the event of a merger,
consolidation or certain other types of recapitalizations affecting the Company.

OPTION GRANTS IN 2000

The following table contains information concerning the grant of stock options
under the Long-Term Incentive Plan to the Chief Executive Officer.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK
APPRECIATION
FOR OPTION
% OF TOTAL TERM
OPTIONS GRANTED OPTIONS GRANTED TO
(NUMBER EMPLOYEES EXERCISE
NAME OF SHARES) IN YEAR OR BASE PRICE EXPIRATION DATE 5% 10%
- ------------------------------------------------------------------------------------------------------------------------

Robert A. Altieri 3,000 14% $14.13 2010 $26,659 $67,559

A total of 36,100 incentive stock options were granted in 2000 under the 1998
Long-Term Incentive Plan to directors and employees. Of the total, 6,600
incentive stock options were granted to directors at an exercise price of
$14.13. The options granted to directors vest over a three year period and
expire if not exercised in 2010. There were no grants in 2000 for restricted
stock, stock appreciation rights, performance grants, phantom shares, bonus
shares or cash awards.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the past year the Bank has had banking transactions in the ordinary
course of its business with: (i) its directors and nominees for directors;
(ii) its executive officers; (iii) its 5% or greater shareholders; (iv) members
of the immediate family of its directors, nominees for directors or executive
officers and 5% shareholders; and (v) the associates of such persons on
substantially the same terms, including interest rates, collateral, and
repayment terms on loans, as those prevailing at the same time for comparable
transactions with others. The extensions of credit by the Bank to these persons
have not and do not currently involve more than the normal risk of
collectibility or present other unfavorable features. At December 31, 2000, the
balance of loans outstanding to directors, executive officers, owners of 5% or
more of the outstanding Common Stock, and their associates, including loans
guaranteed by such persons, aggregated $1,915,984 which represented
approximately 6.3% of the Company's equity capital accounts.

William C. Rogers, Jr., a director of both the Company and the Bank, is a
partner of the law firm of Rogers, Moore and Rogers which performs legal
services for the Company, the Bank, and Bank Subsidiaries. Management believes
that the terms of these transactions which totaled $166,522 in 2000 were at
least as favorable to the Company as could have been obtained elsewhere.

Albert R. Counselman, a director of both the Company and the Bank, is President
and Chief Executive Officer of Riggs, Counselman, Michaels & Downes, Inc., an
insurance brokerage firm through which the Company, the Bank, and Bank
subsidiaries place various insurance policies. The Company and the Bank paid
total premiums for insurance policies placed by Riggs, Counselman, Michaels &
Downes, Inc in 2000 of $57,656. Management believes that the terms of these
transactions were at least as favorable to the Company as could have been
obtained elsewhere.

VOTING PROCEDURES

Each proposal submitted to the Company shareholders for a vote is deemed
approved if a majority of the shares of Common Stock of the Company present in
person or by proxy at a meeting at which a quorum is present votes in favor of
the proposal. The presence in person or by proxy of shareholders entitled to
cast a majority of all the votes entitled to be cast at the meeting constitutes
a quorum. A shareholder is entitled to one vote for each share owned.

Shareholder votes are tabulated by the Company's Registrar and Transfer Agent.
Proxies received by the Company, if such proxy is properly executed and
delivered, will be voted in accordance with the voting specifications made on
such Proxy. Proxies received by the Company on which no voting specification has
been made by the shareholder will be voted for all items discussed in the Proxy
Statement, in the manner stated on the proxy card. Shareholders who execute and
deliver proxies retain the right to revoke them by notice in writing delivered
to the Company Secretary at any time before such proxies are voted.

Under applicable Maryland corporate law and the Charter and By-Laws of the
Company, proxies received by the Company specifying an abstention as to any
proposal will cause the shares so represented to be counted toward a quorum, but
are not counted as favorable votes and, therefore, have the same effect as a
vote against the proposal. To the extent holders or brokers having the right to
vote shares do not attend the meeting or return a proxy, such shares will not
count toward a quorum and, if a quorum is otherwise achieved, will have no
effect on the vote of the proposals considered at the meeting.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no matters submitted to a vote of the Company's security
holders since its 2000 Annual Shareholders' Meeting held on April 25, 2000.

SHAREHOLDER PROPOSALS

Proposals of shareholders to be presented at the 2002 Annual Meeting of the
Company must be received prior to November 16, 2001 in order to be included in
the proxy statement for such meeting. In order to curtail controversy as to
compliance with this requirement, shareholders are urged to submit proposals to
the Secretary of the Company by Certified Mail--Return Receipt Requested.

INDEPENDENT PUBLIC ACCOUNTANT

The Company's Board of Directors has selected the firm of Rowles & Company,
LLP, certified public accountants, as independent auditors for the Company for
the fiscal year 2001. Rowles & Company has served as independent auditors for
the Company since 1955. No qualified opinions have been issued during such
engagement. A representative of Rowles & Company will be present at the 2001
Annual Shareholders' Meeting, but has not been invited to make a statement or be
available to respond to questions.

AUDIT COMMITTEE REPORT

The Audit Committee has adopted a written charter which follows. The Audit
Committee has (1) reviewed and discussed the Company's audited financial
statements with Company management and representatives of Rowles & Company, LLP,
the Company's independent auditors; (2) discussed with Rowles & Company, LLP all
matters required to be discussed by SAS No. 61, as modified or supplemented; and
(3) has received the written disclosures and the letter from Rowles & Company,
LLP required by Independence Standard Board Standard No. 1, as modified or
supplemented. Based on its review and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the year ended December 31, 2000 be included in the Company's Annual Report on
Form 10-K for the last fiscal year.

Audit Committee:
By: Albert R. Counselman
David P. Hessler
John P. Hauswald

AUDIT COMMITTEE CHARTER

The following policy is designed to define the scope of the Audit Committee's
responsibilities, and how the Committee carries them out, including structure,
process, and membership requirements.

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's internal and external auditors.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside
independent auditor to attend a meeting of the committee or to meet with any
members of, or consultants to, the Committee.

COMPOSITION

The members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange. The members of the Audit Committee
shall be appointed by the Board of Directors of Carrollton Bancorp.

DUTIES OF THE COMMITTEE

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval.

2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection with
the preparation of the Company's financial statements.

4. Review with management and the independent auditor the Company's quarterly
financial statements prior to the release of quarterly earnings. Report to
the Board on their condition and accuracy, and join in their execution on
the Board's behalf, to the extent required by regulations and law.

5. Review and sign the Call Report prior to its filing.

6. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.

7. Review major changes to the Company's auditing and accounting principles and
practices as

suggested by the independent auditor, internal auditors or management.

8. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.

9. Approve the fees to be paid to the independent auditor.

10. Receive periodic reports from the independent auditor regarding the
auditor's independence. Discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to ensure the independence of the auditor.

11. Evaluate the performance of the independent auditor and, if so determined
by the Audit Committee, recommend that the Board replace the independent
auditor.

12. Review the appointment and replacement of the senior internal auditing
executive.

13. Review the significant reports to management prepared by the internal
auditing department and management's responses to those reports.

14. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.

15. Discuss with the independent auditor the matters required to be discussed
by the Statement on Auditing Standards No. 61 (Communication with Audit
Committees) relating to the conduct of the audit.

16. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review shall
include:

(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to required
information.

(b) Any changes required in the planned scope of the internal audit.

17. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

18. Review with the Company's General counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

19. Meet at least annually with the Chief Financial Officer, the senior
internal auditing executive and the independent auditor in separate
executive sessions.

20. Review significant reports to management, prepared by the FDIC, and
management's response to any unreconciled items.

21. Review the Company's annual internal audit schedule. Assure that all
significant areas of the Company are scheduled for audit.

22. Report to the Board any outstanding actions or audited items that
management fails to reconcile or correct on a timely basis.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.

RECORDS:

The Audit Committee shall keep minutes and other relevant records of all of its
meetings.

The Audit Committee shall make regular reports to the Board of Directors.

AUDIT FEES

The estimated fees billed or to be billed by Rowles & Company, LLP for
professional services rendered for the audit of our annual financial statement
for the year ended December 31, 2000 and the review of the financial statements
included in the Company's Forms 10-Q and 10-K for that year are $68,398.

AUDIT RELATED FEES

The aggregate fees billed for audit related services rendered by Rowles &
Company, LLP for the year ended December 31, 2000 were $24,815.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the year ended December 31, 2000, Rowles & Company, LLP did not render
to us any of the professional services with regard to financial information
systems design and implementation described in paragraph (c)(4)(ii) of Rule 2-02
of Regulation S-X.

ALL OTHER FEES

The aggregate fees billed for services rendered by Rowles & Company, LLP for
the year ended December 31, 2000, other than the services described above under
"Audit Fees" and Audit Related Fees", were $8,519.

The Audit Committee has determined that the provision of the services covered
in "All Other Fees" is compatible with maintaining Rowles & Company, LLP's
independence.

ANNUAL REPORT

The Annual Report of the Company for the year 2000 is included herein. Copies
of the report will also be available at the Annual Meeting on April 24, 2001.

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 2000, INCLUDING FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO WILL BE FURNISHED BY MANAGEMENT TO ANY
BENEFICIAL OWNER OF ITS SECURITIES WITHOUT CHARGE UPON RECEIPT OF A WRITTEN
REQUEST FROM SUCH PERSON. REQUESTS IN WRITING SHOULD BE DIRECTED TO RANDALL M.
ROBEY, TREASURER, CARROLLTON BANCORP, 344 NORTH CHARLES STREET, SUITE 300,
BALTIMORE, MARYLAND 21201-4301. EACH REQUEST MUST SET FORTH A GOOD FAITH
REPRESENTATION THAT, AS OF MARCH 12, 2001, THE RECORD DATE FOR THE ANNUAL
MEETING, THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF SECURITIES
ENTITLED TO VOTE AT SUCH MEETING.

OTHER MATTERS

The management of the Company knows of no matters to be presented for action at
the meeting other than those mentioned above; however, if any other matters
properly come before the meeting, it is intended that the persons named in the
accompanying proxy will vote on such other matters in accordance with their
judgement of the best interest of the Company.

By Order of the Board of Directors

/s/ D. Doreen Smith

D. Doreen Smith
Secretary

Baltimore, Maryland
March 6, 2001