EXHIBIT 99.3


                     PENNCORE FINANCIAL SERVICES CORPORATION
      PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS, ________________, 1997
                  Solicited On Behalf of the Board of Directors

     The  undersigned  hereby  constitutes and appoints  __________________  and
__________________,   and  each  of  them,  as  attorneys  and  proxies  of  the
undersigned,  with full power of  substitution,  for and in the name,  place and
stead of the  undersigned,  to appear at the annual meeting of  shareholders  of
Penncore Financial Services Corporation  ("Penncore") to be held on the ________
day of __________________, 1997, and at any postponement or adjournment thereof,
and to vote all of the shares of Penncore  which the  undersigned is entitled to
vote,  with all the  powers  and  authority  the  undersigned  would  possess if
personally  present.  The undersigned hereby directs that this proxy be voted as
marked below.

     The  Proxy  will,  when  properly  executed,  be voted as  directed.  If no
directions  to the contrary are  indicated  in the boxes  provided,  the persons
named herein intend to vote FOR the election of the nominee for Class A director
listed below, FOR the approval of the Merger Agreement,  FOR ratification of the
selection  of KPMG Peat  Marwick LLP as auditors of Penncore for the fiscal year
ending  December  31,  1997,  and FOR  adjournment  of the  Annual  Meeting,  if
necessary, all as described in the accompanying Proxy Statement/Prospectus.

     A majority of such attorneys and proxies  present and acting at the meeting
in person or by their  substitutes  (or if only one is present and acting,  then
that one) may exercise all the powers conferred hereby.  Discretionary authority
is   conferred   hereby  as  to   certain   matters   described   in  the  Proxy
Statement/Prospectus.

(1)  ELECTION OF CLASS A DIRECTOR: Ashton Harvey

     ____ FOR the nominee listed above.    ____ WITHHOLD AUTHORITY to vote 
                                                for the nominee listed above.

(2)  Approval of the Merger Agreement  pursuant to which Penncore will be merged
     with and into ML Bancorp,  Inc.  ("Bancorp")  and  shareholders of Penncore
     would  receive (a) common stock of Bancorp,  (b) cash, or (c) a combination
     of common  stock of Bancorp and cash,  all as more fully  described  in the
     accompanying Proxy Statement/Prospectus.

     ____ FOR     ____ AGAINST


(3)  Ratification  of the selection of KPMG Peat Marwick LLP,  Certified  Public
     Accountants,  of  Princeton,  New Jersey,  as the  independent  auditors of
     Penncore for the fiscal year ending December 31, 1997.

     ____ FOR     ____ AGAINST

(4)  Adjournment  of  the  Annual  Meeting,   if  necessary  to  permit  further
     solicitation of proxies in the event there are not sufficient  votes at the
     time of the Annual  Meeting to constitute a quorum or to approve the Merger
     Agreement   as   more   fully   described   in   the   accompanying   Proxy
     Statement/Prospectus.

     ____ FOR     ____ AGAINST







(5)  To  transact  such other  business as may  properly  come before the Annual
     Meeting or any postponement or adjournment thereof.

                                   Receipt of the  Notice of Annual  Meeting of
                                   Shareholders and Proxy Statement Prospectus 
                                   dated ________, 1997, is hereby acknowledged.


                                   _____________________________________________
                                   Signature


                                   _____________________________________________
                                   Signature

                                   Dated: __________________________, 1997

               Please  sign  exactly  as your  name  or  names  appears  hereon,
               including any official position or representative capacity.

Please date and sign this proxy and return it promptly in the  enclosed  postage
paid envelope.