SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                           
                                      Form 8-K/A
                                           
                                    CURRENT REPORT
                                           
        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                           
                                  September 18, 1997                  
                   Date of Report (Date of Earliest event reported)
                                           
                                   ML Bancorp, Inc.                    
                (Exact name of registrant as specified in its charter)
                                           
                                           
                                           
                             Commonwealth of Pennsylvania
                    (State or other jurisdiction of incorporation)
                                           
                                         0-24358           
                               (Commission File Number)
                                           
                                       23-2752439             
                          (IRS Employer Identification No.)
                                           
                                  Two Aldwyn Center
                             Lancaster Avenue & Route 320
                            Villanova, Pennsylvania 19085
                       (Address of principal executive offices)
                                           
                                     (610) 526-6200                      
                  Registrant's telephone number, including area code




Item 5.  Other Events.

    On September 24, 1997, ML Bancorp, Inc. ("ML Bancorp") filed a Current
Report on Form 8-K (the "Current Report") disclosing that on September 18, 1997
ML Bancorp and Sovereign Bancorp ("Sovereign") entered into an Agreement and
Plan of Merger which sets forth the terms and conditions under which ML Bancorp
will be merged with and into Sovereign.  This amendment No. 1 to the Current
Report is being filed to replace Exhibit Nos. 10.1 and 10.2 to the Current
Report.  Exhibits 10.1 and 10.2 as filed with this amendment are the final forms
of such Exhibits.

Item 7.  Financial Statements and Exhibits.

    (a)  Not applicable.

    (b)  Not applicable.

    (c)  Exhibits.

         The following exhibits are filed herewith.

       Exhibit No.            Description of Exhibit
       ___________            ______________________
     
          10.1       Form of Letter Agreement, dated as of September 18,
                     1997, between Sovereign Bancorp and the directors and
                     executive officers of ML Bancorp, Inc. (included also
                     as Exhibit 1-A to the Agreement and Plan of Merger,
                     dated as of September 18, 1997, between Sovereign
                     Bancorp and ML Bancorp, Inc.).
     
          10.2       Form of Letter Agreement, dated as of September 18,
                     1997, between ML Bancorp, Inc. and the directors and
                     executive officers of Sovereign Bancorp (included
                     also as Exhibit 1-B to the Agreement and Plan of
                     Merger, dated as of September 18, 1997, between
                     Sovereign Bancorp and ML Bancorp, Inc.).


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                                      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.

                             ML BANCORP, INC.



                             By:/s/ Brian M. Hartline
                                ______________________________________________
                                 Name:  Brian M. Hartline
                                 Title: Senior Vice President, Chief Financial
                                            Officer, Secretary and Treasurer
                                            (principal financial officer)

Date:  November 7, 1997



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