EXHIBIT 99.4



                     PENNCORE FINANCIAL SERVICES CORPORATION
                                 3 Friends Lane
                           Newtown, Pennsylvania 18940

                                   __________

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      To Be Held on _________________, 1997

                                   __________

     Notice is hereby  given that the Annual  Meeting of the  Shareholders  (the
"Annual Meeting") of Penncore Financial Services  Corporation  ("Penncore") will
be held on  __________________,  1997 at 9:00 a.m.,  local time, at Commonwealth
State Bank's offices at 3 Friends Lane,  Newtown,  Pennsylvania  1894O,  for the
following purposes:

          1. To elect one Class A director  to serve for a 3-year term and until
     his successor is duly elected and qualified;

          2. To consider  and act upon a proposal to approve the  Agreement  and
     Plan of Merger,  dated February 4, 1997 (the "Merger  Agreement"),  between
     Penncore and ML Bancorp,  Inc.  ("Bancorp") pursuant to which Penncore will
     be merged with and into 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;

          3. To ratify 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;

          4. To vote on  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; and

          5. To  consider  and act upon such other  matters as may  properly  be
     brought  before the Annual  Meeting or any  adjournments  or  postponements
     thereof.

     A copy of the  Merger  Agreement  can be found  at Annex A to the  attached
Proxy Statement/Prospectus.

     The Board of  Directors  of  Penncore  has fixed the close of  business  on
___________________,  1997,  as the  record  date for the Annual  Meeting.  Only
holders of record of Common  Stock of  Penncore at the close of business on that
date will be entitled  to notice of, and to vote at, the Annual  Meeting and any
adjournments or postponements thereof.

                                   BY ORDER OF THE BOARD OF DIRECTORS

                                   Owen O. Freeman, Jr.
                                   Chairman

__________________,  1997


     THIS  MERGER  IS OF  MAJOR  IMPORTANCE  TO THE  SHAREHOLDERS  OF  PENNCORE.
ACCORDINGLY,   SHAREHOLDERS  ARE  URGED  TO  READ  AND  CAREFULLY  CONSIDER  THE
INFORMATION PRESENTED IN THE ATTACHED PROXY STATEMENT/PROSPECTUS.