**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C.**





**FORM
10-K/A**


**Amendment
No. 1**





**(Mark
One)**





x
    **ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.****For
      the fiscal year ended December 31, 2004.****or** ̈
    **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





**For
the transition period from________________**





**Commission
file number 0-21815**





**FIRST
MARINER BANCORP**


(Exact
name of registrant as specified in its charter)





**Maryland**
      (State
      of incorporation)
    **52-1834860**
      (IRS
      Employer Identification Number)**3301
      Boston Street, Baltimore, MD**
      (Address
      of principal executive offices)
    **21224**
      (zip
      code)





**410-342-2600**


(Telephone
number)





Securities
registered under Section 12(b) of the Exchange Act: NONE





Securities
registered under Section 12 (g) of the Exchange Act:


COMMON
STOCK, par value $0.05 per share


(Title of
Class)





Indicate
by check mark whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the past
12 months (or for such shorter period that the registrant was required to
file such report, and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2) Yes x No o





The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of the last business day of the registrant's most recently
completed second fiscal quarter was approximately $87.487 million. Shares
of Common Stock owned by each executive officer and directors have been included
as such persons are deemed to be affiliates





The
number of shares of common stock outstanding as of March 1,2005 is
5,824,927 shares.





Documents
incorporated by reference:





Proxy
Statement — Part III








****


**FIRST
MARINER BANCORP**


**Annual
Report on Form 10-K/A**


**December 31,
2004**





**TABLE
OF CONTENTS**







**Page**Explanatory
      Note
    3PART IIItem 9A -
      Controls and Procedures
    4PART IVItem 15 - Exhibits
      and Financial Statement Schedules
    5Signatures
    6Exhibit
    Index
    7










**EXPLANATORY
NOTE**





This
Amendment No. 1 to First Mariner Bancorp’s (the “Company”) 2004 Annual
Report on Form 10-K is solely for the purpose of including “Management’s
Report on
Internal Control Over Financial Reporting”, and the “Report of Independent
Registered Public Accounting Firm on Internal Control Over Financial Reporting”
in Item 9A.  These reports were initially omitted from Registrant’s
original 2004 Form 10-K filing (“Original Report”) as permitted by the
Order under Section 36 of the Securities Exchange Act of 1934 Granting an
Exemption from Specified Provisions of Exchange Act Rules 13a-1 and 15d-1
issued by the Securities and Exchange Commission (“SEC”) on November 30,
2004.  Conforming changes have also been made to Item 9A and Exhibits 31.1
and 31.2 included in the Original Report.  Exhibits 23.1 and 32.1 and 32.2
are being currently dated but are otherwise unchanged from those filed in the
Original Report.  No other changes to the Original Report have been
made.  This Amendment No. 1 does not reflect events occurring after
the filing of the Original Report or modify or update the disclosures therein in
any way other than as described above.








**PART
II**







**ITEM
9A CONTROLS AND PROCEDURES**





CONCLUSION
REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES





Senior
management maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our exchange act reports is
recorded, processed, summarized and reported within the time periods provided in
the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
senior management has recognized that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and therefore has been required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.





In
accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the
fiscal year ended December 31, 2004, we carried out an evaluation under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in
rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are
effective.





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





The
management of First Mariner Bancorp ("the Company") is responsible for
establishing and maintaining adequate internal control over financial reporting.
The internal control process has been designed under our supervision to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's consolidated financial statements for external
reporting purposes in accordance with accounting principles generally accepted
in the United States of America.





Management
has conducted an assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2004, utilizing the
framework established in *Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission*. Based
on this assessment, management has determined that the Company's internal
control over financial reporting as of December 31, 2004 is effective.





Our
internal control over financial reporting includes policies and procedures that
govern the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide
reasonable assurances that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States; (ii) receipts and expenditures are
being made only in accordance with authorizations of management and the
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material effect on the Company's
consolidated financial statements.








Any
internal control system, no matter how well designed, will have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2004 has been audited by Stegman and Company, an
independent registered public accounting firm, and their report follows
management's report.





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





The Board
of Directors and Stockholders


First
Mariner Bancorp


Baltimore,
Maryland





We have
audited management’s assessment, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting, that First Mariner Bancorp
(the “Company”) maintained effective internal control over financial reporting
as of December 31, 2004, based on criteria established in *Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO)*. The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management’s assessment and an
opinion on the effectiveness of the Company’s internal control over financial
reporting based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management’s assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.





A
Company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A Company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.











In our
opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on criteria established in *Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO)*. Also, in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on criteria established in *Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO)*.





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s consolidated balance sheets as of
December 31, 2004 and 2003 and the related consolidated statements of income,
changes in stockholders’ equity, and cash flows for each of the three years in
the period ended December 31, 2004 and our report dated February 20, 2005
expressed an unqualified opinion on those consolidated financial
statements.








/s/
Stegman & Company


Baltimore,
Maryland


April 11,
2005




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 During
the quarter ended December 31, 2004, there have been no changes in our
internal controls over financial reporting that has materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.








PART
IV




**ITEM
15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**








a.     (1), (2)
Financial Statements





See
      Financial Statements and Supplementary Data beginning on page 45 of the
      Company’s Original Report





(3)
Exhibits Required to be filed by Item 601 of Regulation S-K.





See
      Exhibit Index following Signatures





b.  Exhibits
Required to be filed by Item 601 of Regulation S-K.





See
      Exhibit Index following Signatures








SIGNATURES







Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





**FIRST
      MARINER BANCORP**Date: May 2, 2005
    By:
    /s/ Edwin F. Hale
      Sr.Edwin F. Hale Sr.Chairman
      and Chief Executive
Officer























EXHIBIT
INDEX




3.1
    Amended
      and Restated Articles of Incorporation of First Mariner Bancorp
      (Incorporated by reference to Exhibit 3.1 of the Registrant's
      Registration Statement on Form SB-2, as amended, file no. 333-16011 (the
      "1996 Registration Statement"))3.2
    Amended
      and Restated Bylaws of First Mariner Bancorp (Incorporated by reference to
      Exhibit 3.2 of First Mariner's Form 10-Q for the quarter ended
      September 30, 2002)10.1
    1996
      Stock Option Plan of First Mariner Bancorp (Incorporated by reference to
      Exhibit 10.1 of the Registration Statement)10.2
    Employment
      Agreement dated May 1, 1995 between First Mariner Bancorp and First
      Mariner Bank and George H. Mantakos (Incorporated by reference to
      Exhibit 10.2 of the 1996 Registration Statement)10.3
    Lease
      Agreement dated March 1, 1996 between First Mariner Bank and Mars Super
      Markets, Inc. (Incorporated by reference to Exhibit 10.3 of the 1996
      Registration Statement)10.4
    Lease
      Agreement dated November 1, 1997 between Edwin F. Hale, Sr. and First
      Mariner Bank (Incorporated by reference to Exhibit 10.4 of
      Pre-Effective Amendment Number 1 to Form S-1, file
      no. 333-53789-01)10.5
    1998
      Stock Option Plan of First Mariner Bancorp (Incorporated by reference to
      Exhibit 10.5 of Pre-Effective Amendment Number 1 to Form S-1, file
      no. 333- 53789-01)10.6
    Employee
      Stock Purchase Plan of First Mariner Bancorp (Incorporated by reference to
      Exhibit 10.6 of Pre-Effective Amendment Number 1 to Form S-1, file
      no. 333-53789-01)10.7
    Lease
      Agreement dated as of June 1, 1998 between Building #2, L.L.C. and
      First Mariner Bank (Incorporated by reference to Exhibit 10.7 of
      Pre-Effective Amendment Number 1 to Form S-1, file
      no. 333-53789-01)10.8
    Lease
      Agreement dated June 18, 2002 between Hale Properties, LLC and First
      Mariner Bank (Incorporated by reference to Exhibit 10.8 to First
      Mariner's Form 10-Q for the quarter ended June 30,
      2002.)10.9
    First
      Mariner Bancorp 2002 Stock Option Plan (Incorporated by reference to
      Attachment A to First Mariner's Definitive Proxy Statement filed on April
      2, 2002)10.10
    Lease
      Agreement dated as of March 1, 2003 between Building No. 2 LLC and
      First Mariner Bank (Incorporated by reference to Exhibit 10.10 to the
      Company's Form 10-Q for the quarter ended March 31,
      2003.)10.11
    Lease
      Agreement dated March 1, 2003 between Canton Crossing LLC and First
      Mariner Bank (Incorporated by reference to Exhibit 10.11 to the Company's
      Form 10-Q for the quarter ended March 31, 2003.)10.12
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      Edwin F. Hale, Sr. (Incorporated by reference to Exhibit 10.12 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.13
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      Joseph A. Cicero (Incorporated by reference to Exhibit 10.13 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.14
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      George H. Mantakos (Incorporated by reference to Exhibit 10.14 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.15
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      Mark A. Keidel (Incorporated by reference to Exhibit 10.15 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.16
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      Dennis E. Finnegan (Incorporated by reference to Exhibit 10.16 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.17
    Change
      of Control Agreement dated April 2, 2003 between First Mariner Bancorp and
      Brett J. Carter (Incorporated by reference to Exhibit 10.17 to the
      Company's Form 10-Q for the quarter ended March 31,
  2003.)10.18
    Lease
      Agreement dated June 2, 2003 between Canton Crossing LLC and First Mariner
      Bank (Incorporated by reference to Exhibit 10.17 to the Company's Form
      10-Q for the quarter ended September 30, 2003)10.19
    First
      Mariner Bancorp 2004 Long Term Incentive Plan (incorporated by reference
      to Appendix B to First Mariner's Definitive Proxy Statement filed on April
      1, 2004)












10.20
    First
      Mariner Bancorp 2003 Employee Stock Purchase Plan (incorporated by
      reference to Appendix C to First Mariner's Definitive Proxy Statement
      filed on April 1, 2004)10.21
    Purchase
      and Sale Agreement dated September 20, 2004 among First Mariner Bancorp,
      Canton Crossing, LLC and Hale Canton, LLC (incorporated by reference to
      Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on October 22,
      2004)10.22
    Form
      of Non-Qualified Stock Option Agreement under the 2004 Long Term Incentive
      Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Report
      on Form 8-K filed on January 31, 2005)10.23
    Form
      of Incentive Stock Option Award Agreement under the 2004 Long Term
      Incentive Plan (incorporated by reference to Exhibit 10.2 to the
      Registrant’s Report on Form 8-K filed on January 31,
  2005)21
    Subsidiaries
      of Registrant (incorporated by reference to Exhibit 21 to the Registrant’s
      Report on Form 10-K filed on March 16, 2005)23.1
    Consent
      of Stegman & Company filed herewith31.1
    Certifications
      of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a),
      promulgated under the Securities Exchange Act of 1934, as amended, filed
      herewith31.2
    Certifications
      of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a),
      promulgated under the Securities Exchange Act of 1934, as amended, filed
      herewith32.1
    Certifications
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, previously
      furnished as an exhibit to the Company's annual report on Form 10-K for
      the year ended December 31, 2004.32.2
    Certifications
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of 2002, previously
      furnished as an exhibit to the Company's annual report on Form 10-K for
      the year ended December 31, 2004.99.1
    Risk
      Factors (incorporated by reference to Exhibit 99.1 to the Registrant’s
      Report on Form 10-K filed on March 16,
2005)