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                                                   Exhibit 4.3

                  GLEN BURNIE BANCORP

               STOCKHOLDER PURCHASE PLAN

1.   PURPOSES:

     The purposes of this Plan are:

     (a)  To encourage eligible stockholders to acquire
          additional shares of common stock in the Corporation.
     (b)  To furnish existing stockholders with incentive to
          increase their investment in the Corporation.
     (c)  To provide additional capital for the growth and
          stability of the Corporation.

2.   DEFINITIONS:

     The following words or terms used herein have the following
meaning:

     (a)  The word "Corporation" means Glen Burnie Bancorp, a
          Maryland chartered bank holding company.
     (b)  The "Plan" shall mean this Glen Burnie Bancorp
          Stockholder Purchase Plan.
     (c)  "Board" shall mean the Board of Directors of Glen
          Burnie Bancorp.
     (d)  "Shares," "Stock" or "Common Stock" shall mean shares
          of $1.00 par value common stock of Glen Burnie
          Bancorp.
     (e)  The "Committee' shall mean the committee appointed by
          the Board to administer the Plan.
     (f)  "Option" shall mean the right of a Stockholder to
          purchase Common Stock under the Plan.
     (g)  "Date of Grant" shall mean, in respect of any Option,
          the date on which the Board grants the Option under
          the Plan.
     (h)  "Date of Exercise" shall mean the date upon which the
          Stockholder completes the payment requirement of the
          Option and is entitled to delivery of the Shares so
          purchased, which date shall in no event be later than
          three (3) months after the Date of Grant.
     (i)  "Option Period" shall mean the period commencing upon
          the Date of Grant and ending on the earlier of the
          date of exercise or the expiration of the option.
     (j)  "Purchase Price" shall mean fair market value, as
          determined by the average of the most recent bid and
          asked prices quoted for the Common Stock by Legg
          Mason Wood Walker at the Date of Grant provided
          that in no event shall the Purchase Price be less than
          the par value of the Shares.
     (k)  "Stockholder" shall mean any Stockholder of record of
          the Corporation as of the record date for the grant of
          an Option.

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3.   ELIGIBILITY:

     Any Stockholder of the Corporation who wishes to
     participate may do so under the terms of this Plan.

4.   STOCKS:

     The number of Options to be granted shall be determined by
     the Board each quarter.  Each Option granted shall entitle
     its recipient to purchase one Share.  The aggregate number
     of Shares that may be issued pursuant to the Plan shall not
     exceed One Hundred Thousand (100,000) Shares. Shares
     optioned and not exercised shall continue to be available
     for inclusion in any subsequent Options that may be granted
     under the Plan.  In no event may any Stockholder be granted
     Options for stock of a value of more than $3,000.00 per
     quarter or less than a minimum of $50.00 in stock.  The
     number of Shares represented by this Plan will be adjusted
     for stock splits and stock dividends subsequent to the date
     the Plan is adopted.

5.   ADMINISTRATION:

     The Stockholder Purchase Plan shall be administrated by a
     Committee including at least three members, namely, the
     Chairman of the Board of Directors, the Chief Executive
     Officer of the Corporation and one member of the Board of
     Directors other than the above named, who is elected
     annually by the Board of Directors at the organizational
     meeting.  A majority of the Committee shall constitute a
     quorum.  All determinations of the Committee shall be made
     by a majority of its members.

     Subject to the express provisions of the Plan, the
     Committee shall also have the power and authority to
     construe and interpret the Plan and the respective Options
     granted thereunder, and to make all other determinations
     necessary or advisable for administering the Plan.  Such
     interpretations shall be final and binding on all parties.

6.   PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTIONS:

     All Stockholders shall be notified, in writing, by the
     Corporation of the grant of any Option or Options.  If any
     eligible Stockholder elects to exercise the Option within
     the option period, he may invest no less than $50.00 nor
     more than $3,000.00 in the purchase of additional shares of
     stock.  If there is not sufficient stock to meet the demand
     of all eligible Stockholders, the stock will be prorated
     among the Stockholders in proportion to the amount that
     they requested.  For the purposes of this Plan all persons
     listed on a Certificate of Stock shall be counted as one
     Stockholder.


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7.   OPTION PRICE:

     The exercise price under any Option granted pursuant to
     this Plan shall be the Purchase Price as defined in this
     Plan.

8.   METHOD OF PAYMENT:

     The Purchase Price shall be paid in full at the time an
     Option is exercised under the Plan.  Promptly after the
     exercise of an Option and the full payment of the Purchase
     Price, the purchasing Stockholder shall be entitled to the
     issuance of a stock certificate evidencing ownership of
     purchased Shares.  A purchasing Stockholder shall have none
     of the rights of a Stockholder with respect to Shares under
     Option as provided in the Plan until such Shares are
     issued, and no adjustment win be made for dividends or
     other rights for which the record date is prior to the date
     such stock certificate is issued.

9.   OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE:

     Options granted to Stockholders under the Plan are
     exercisable during such Stockholder's lifetime, only by the
     Stockholder.  Options may not be sold, transferred (other
     than by will or the laws of descent and distribution),
     pledged, or otherwise disposed or encumbered.

10.  AMENDMENT AND TERMINATION:

     The Board of Directors may terminate, amend, or revise the
     Plan with respect to any Shares on which Options have not
     been granted.  Neither the Board nor the Committee may,
     without the consent of the holder of an Option, alter or
     impair any Option previously granted under the Plan, except
     as authorized herein.  No such revision or amendment shall
     change the number of Shares subject to the Plan or permit
     granting of Options under the Plan to persons other than
     the Stockholders of Glen Burnie Bancorp.

11.  DEATH:

     If a Stockholder dies without having fully exercised his
     Options under this Plan, the executors or administrators
     (personal representatives), or the legatees or heirs to his
     estate, shall have the right to exercise such Options prior
     to their expiration to the extent that such deceased
     Stockholder was entitled to exercise the Options on the
     date of death.

12.  COMMENCEMENT OF PLAN:

     The Plan shall not take effect until approved by the Board
     of Directors in accordance with the approval given at the
     March 14, 1996 Annual Meeting of Stockholders.

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13.  GOVERNMENTAL APPROVALS OR CONSENTS:

     The Plan and any Options granted thereunder are subject to
     any governmental approvals or consent that may be or become
     applicable in connection therewith.  The Board may make
     such changes in the Plan and include such terms in any
     Option granted under the Plan as may be necessary or
     desirable, in the opinion of counsel of Glen Burnie
     Bancorp, to comply with the rules or regulations of any
     governmental authority, or to be eligible for tax benefits
     under the Internal Revenue Code or laws of any State.

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