SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) GLEN BURNIE BANCORP ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $10.00 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 377407 10 1 ------------------------------------------------------------------ (CUSIP Number) Edwin F. Hale, Sr. First Mariner Bancorp 1801 South Clinton Street Baltimore, Maryland 21224 (410) 342-1500 with a copy to: Melissa Allison Warren, Esquire Ober, Kaler, Grimes & Shriver 129 East Baltimore Street Baltimore, Maryland 21202 (410) 685-1120 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Octobet 19, 1998 ----------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 10 Pages

CUSIP No. 377407 10 1 13D Page 2 of 10 Pages --------------------------------------------- ------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY) First Mariner Bancorp (I.R.S. No. 52-1834860) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) |X| SEC USE ONLY 3 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | | 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland NUMBER OF 7 SOLE VOTING POWER SHARES 213,168 Shares (1) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 Shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 213,168 Shares (1) 10 SHARED DISPOSITIVE POWERS 0 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,168 Shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5% (1) 14 TYPE OF REPORTING PERSON* CO (1) Excludes shares held by two directors or their minor children. See item 5 herein.

The entire text of the Schedule 13D originally filed by the Reporting Person on January 28, 1998, (the "Initial Schedule 13D") is amended and restated as follows: Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $10.00 per share (the "Common Stock") of Glen Burnie Bancorp, a Maryland corporation (the "Company"), which has its principal executive offices at 101 Crain Highway, S.E., Glen Burnie, Maryland 21061. The descriptions contained in this Report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents, filed as Exhibits to the Initial Schedule 13D, or otherwise filed with the Securities and Exchange Commission. Item 2. Identity and Background This Report is being filed by First Mariner Bancorp, a Maryland corporation ("FMB" or the "Reporting Person"). FMB's principal business is the operation of a bank holding company. The business address of FMB is 1801 South Clinton Street, Baltimore, Maryland 21224. Edwin F. Hale, Sr. is the Chairman and Chief Executive Officer of FMB and, as of October 26, 1998, owns 15.05% of the equity securities of FMB (or 24.11% including options and warrants exercisable within 60 days). As a result, Mr. Hale could be deemed to beneficially own the Common Stock held by FMB. Mr. Hale disclaims beneficial ownership of the Common Stock held by FMB which he could be deemed to own as a result of his association with FMB. FMB is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is required to file reports and other information with the Securities and Exchange Commission relating to its business, financial condition and other matters. Such reports and other information may be inspected at the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also are available for inspection and copying at the regional offices of the Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661, and 7 World Trade Center, 13th Floor, New York, NY 10048. The name, business address and present principal occupation or employment and the name, address and principal business of any corporation or other organization in which such employment is conducted, of (i) each of the executive officers and directors of FMB; (ii) each person controlling FMB, and (iii) the executive officers and directors of any corporation controlling FMB are set forth in Schedule l attached hereto and incorporated herein by reference. During the last five years, neither FMB nor, to the best of its knowledge, any executive officer, director or controlling person of FMB has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a Page 3

judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such law. To the best knowledge of FMB, each of its executive officers and directors is a citizen of the United States. Item 3. Source and Amount of Funds or other Consideration FMB, Ethel D. Webster, a Maryland resident, and Neil C. Williams, a Maryland resident, entered into a Stock Purchase Agreement dated January 26, 1998 (the "Agreement"). The form of the Agreement was attached as Exhibit A to the Initial Schedule 13D and the discussion in this Report of any provisions of the Agreement is qualified by reference to that Exhibit. Ms. Webster and Mr. Williams are referred to collectively herein as the "Sellers." Pursuant to the Agreement, FMB purchased from the Sellers on October 19, 1998 207,548 shares of Common Stock (the "GBB Shares") for an aggregate purchase price of $4,509,936.70. The source of the payment of the purchase price was cash on hand. As a result, FMB may be deemed to be the beneficial owner of greater than five percent (5%) of the Common Stock. On April 15 and 17, 1997, FMB purchased a total of 4,491 shares of Common Stock in open market purchases. Pursuant to stock dividends issued on July 1, 1997, October 1, 1997 and December 31, 1997, a stock split issued on January 10, 1998, and the acquisition of shares in 1998 under the Company's Dividend Reinvestment Plan, FMB has received an aggregate of 1,129 shares of Common Stock. Prior to the purchase of GBB Shares pursuant to the Agreement, FMB beneficially owned a total of 5,620 shares of Common Stock or approximately 0.5%. Upon the purchase of the GBB Shares, FMB beneficially owns a total of 213,168 shares of Common Stock or approximately 19.5%. A total of $110,736 in working capital funds was used to purchase the 4,491 shares of Common Stock held by FMB prior to entering into the Agreement. The 1,129 shares of Common Stock received by FMB as a result of dividends or splits were received at no cost to FMB or through the reinvestment of dividends pursuant to the Company's Dividend Reinvestment Plan. Item 4. Purpose of Transaction FMB entered into the Agreement for the purpose of acquiring a significant equity interest in the Company as an investment. The Chairman and Chief Executive Officer of FMB has stated that FMB would ultimately like to merge with the Company and to take control of the Company. FMB intends to periodically review its investment in the Company, and may in the future acquire additional shares of the Company's Common Stock through open market purchases, private transactions or otherwise, subject to applicable bank regulatory and other legal requirements. In the event that FMB determines to acquire additional shares, it will consider, among other things, a legal challenge of the validity of the Company's Rights Plan. In addition, FMB may determine to sell all Page 4

or a portion of the shares of the Company's Common Stock that it holds from time to time, through open market sales, private transactions, the repurchase of shares by the Company or otherwise. FMB will consider seeking the appointment of representatives to the board of directors of the Company. In addition, FMB will consider soliciting proxies for nominees for election to the board of directors at the next annual meeting of the Company's stockholders, although it has no such plan or proposal at this time. FMB continues to reserve the right to change its intention regarding its investment in the Company's Common Stock and to take other actions, presently undetermined, to the extent permitted by applicable bank regulatory and other legal requirements, that could result in or relate to the items enumerated in paragraphs (a) - (j) of Item 4 of Schedule 13D. In reaching any decisions regarding any of the foregoing, FMB will consider various factors including, but not limited to, the Company's business prospects, other developments concerning the Company, other business opportunities available to FMB, developments concerning FMB and its business, and general economic and regulatory conditions. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, the beneficial ownership by FMB of the Common Stock of the Company, the total amount thereof now outstanding and the percentage of said ownership are set forth in the table below. <TABLE> <CAPTION> No. of Shares No. of Shares % Beneficially Beneficially Owned Outstanding Owned ------------------ ----------- ----- <S> <C> <C> 213,168 1,095,968 19.5% </TABLE> The number of shares of the Common Stock issued and outstanding, as reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 1998, was 1,095,968. To the knowledge of FMB, no shares of Common Stock are beneficially owned by its executive officers, directors and controlling persons listed on Schedule 1 hereto, other than 2,383 shares owned by Director Michael Lynch and 1,932 shares owned by Mr. Lynch's minor children, and 972 shares owned by the minor children of Director R. Andrew Larkin. (b) FMB has sole dispositive power and sole voting power with respect to the shares of Common Stock which it owns. (c) Except for the transactions described in Item 3 hereof, FMB has not effected any transactions in the Common Stock reported on herein during the past sixty (60) days, and FMB is not aware of any other transactions in such securities by any of the persons listed on Schedule 1 hereto attributable to FMB. Page 5

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer The information concerning the Agreement contained in Item 3 above is incorporated herein by reference. The description contained herein of the Agreement is qualified in its entirety by reference to such agreement. FMB, the Sellers and Albert W. Woodfield, III entered into an Escrow Agreement dated January 26, 1998 pursuant to which the GBB shares and the purchase price therefor were held in escrow pending closing of the purchase. The description of this agreement is qualified in its entirety by reference to such agreement, a copy of which was filed as Exhibit B to the Initial Schedule 13D. To the knowledge of FMB, no person listed on Schedule 1 has any contracts, agreements, understandings, or relationships with respect to the Common Stock. Item 7. Material to be Filed as Schedules and Exhibits Schedules: Schedule 1 - Executive officers, directors and controlling persons of FMB (filed herewith) Exhibits: Exhibit A - Stock Purchase Agreement dated January 26, 1998 among Ethel D. Webster, Neil C. Williams and First Mariner Bancorp (previously filed) Exhibit B - Escrow Agreement dated January 26, 1998 among First Mariner Bancorp, Ethel D. Webster, Neil C. Williams and Albert W. Woodfield, III. (previously filed) Exhibit C - Press Release dated January 27, 1998 (previously filed) SIGNATURE After reasonable inquiry, and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. FIRST MARINER BANCORP Dated: October 27, 1998 By: /s/ Edwin F. Hale, Sr. Edwin F. Hale, Sr. Chairman and Chief Executive Officer Page 6

SCHEDULE 1 DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF FIRST MARINER BANCORP ("FMB") <TABLE> <CAPTION> Principal Business in Which Principal Occupation and Business Such Employment is Name Address Conducted ---- ------- --------- <S> <C> <C> Edwin F. Hale, Sr. Chairman of the Board and Chief Commercial Banking Executive Officer of FMB and First Mariner Bank (the "Bank"); Chairman and Chief Executive Officer of Hale Transportation Trans.; Managing Member of Peterbilt Truck Sales of Maryland LLC; President and Chief Executive Officer of Baltimore Blast Professional Soccer Corporation; 1801 South Clinton Street Baltimore, MD 21224 George H. Mantakos President and Director of the Bank; Commercial Banking Director of FMB 1801 South Clinton Street Baltimore, MD 21224 Joseph A. Cicero President, Chief Operating Officer and Commercial Banking Director of FMB; Director and Chief Operating Officer of the Bank 1801 South Clinton Street Baltimore, MD 21224 Barry B. Bondroff Director of FMB and the Bank; Accounting Managing Officer of Grabush, Newman & Co., P.A. 515 Fairmount Avenue, Suite 400 Baltimore, MD 21286 Edie Brown Director of FMB and the Bank; Public Relations Director of Public and Community Relations of the Baltimore Arena 201 West Baltimore Street Baltimore, MD 21201 </TABLE> Page 7

<TABLE> <CAPTION> Principal Business in Which Principal Occupation and Business Such Employment is Name Address Conducted ---- ------- --------- <S> <C> <C> Rose M. Cernak Director of FMB and the Bank; Restaurant President of Olde Obrycki's Crab- house, Inc. P.O. Box 38218 Baltimore, MD 21231 Christopher F. Director of FMB and the Bank; Vice Supermarket Chain D'Anna President of Mars Super Markets, Inc. 7183 Holabird Avenue Baltimore, MD 21222 Bruce H. Hoffman Director of FMB and the Bank; Sports-Related Real Estate Executive Director of Maryland Development Stadium Authority Warehouse Camden Yards 333 West Camden Street Suite 500 Baltimore, MD 21201 Melvin S. Kabik Director of FMB and the Bank; Owner Commercial Real Estate of a commercial real estate company 3711 Gardenview Road Baltimore, Maryland 21208 R. Andrew Larkin Director of FMB and the Bank; Real Estate Development President of Maryland Realty Investment Corp. 325 West 23rd Street Baltimore, MD 21211 Michael Lynch Director of FMB and the Bank; Vice Ship Repair President of the General Ship Repair Corporation 1449 Key Highway Baltimore, MD 21230 Jay J.J. Matricciani Director of FMB and the Bank; Utility and Paving; Heavy President of The Matricciani Equipment Rental Company; Partner of Matro Properties 4070 Old North Point Road Baltimore, MD 21222 </TABLE> Page 8

<TABLE> <CAPTION> Principal Business in Which Principal Occupation and Business Such Employment is Name Address Conducted ---- ------- --------- <S> <C> <C> Walter L. McManus, Director of FMB and the Bank; Commercial Real Estate Jr. President of Castlewood Realty Co., Inc. 204 East Joppa Road, Penthouse 5 Towson, MD 21286 James P. O'Conor Director of FMB and the Bank; Commercial Real Estate Chairman and Chief Executive Officer of O'Conor, Piper & Flynn 22 West Padonia Road Timonium, MD 21093 John J. Oliver, Jr. Director of FMB and the Bank; Newspaper Publishing Chairman, Chief Executive Officer and Publisher of Baltimore Afro-American Newspaper 2519 North Charles Street Baltimore, MD 21218 Hanan Y. Sibel Director of FMB and the Bank; Food Brokerage Chairman and Chief Executive Officer of Chaimson Brokerage Co., Inc. 6822 Oak Hall Lane Columbia, MD 21045 Leonard Stoler Director of FMB and the Bank; Owner Automobile Dealership and President of Len Stoler Inc. 11275 Reisterstown Road Owings Mills, MD 21117 Michael Watson Director of FMB and the Bank; Marine Pilots President of the Association of Maryland Pilots 3720 Dillon Street Baltimore, MD 21224 </TABLE> Page 9

<TABLE> <CAPTION> Principal Business in Which Principal Occupation and Business Such Employment is Name Address Conducted ---- ------- --------- <S> <C> <C> Kevin M. Healey Senior Vice President and Chief Commercial Banking Financial Officer of FMB and the Bank 1801 South Clinton Street Baltimore, Maryland 21224 </TABLE> Page 10