SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
Form 10-KSB/A

(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, 2000

     	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 	[NO FEE REQUIRED]

For the transition period from         to

Commission File No. 33-99762

CALVIN B. TAYLOR BANKSHARES, INC.
(Exact name of registrant as specified in its Charter)

	              Maryland              	      52-1948274

	   (State or other jurisdiction	   (I.R.S. Employer
	of incorporation or organization)	   Identification
No.)

	     P. O. Box 5, Berlin, Maryland     	       21811

	(Address of principal executive offices)	     (Zip Code)

Issuer's telephone number, including area code:  (410) 641-1700

Securities registered under Section 12(b) of the Exchange Act:
		                Name of each exchange
Title of each class                    on which registered
         None                                  None

Securities registered under Section 12(g) of the Exchange Act:
                      Common Stock
                      (Title of Class)

Check whether the small business issuer (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 small business issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.	             Yes   x     No

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of the small business
issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.         [ X ]

State small business issuer's revenues for its most recent fiscal
year:  $20,543,894.

The aggregate market value of the Common Stock held by non-
affiliates of the small business issuer on December 31, 2000, was
$114,168,830.  This calculation is based upon estimation by the
Company's Board of Directors of fair market value of the Common
Stock of $39.25 per share.  There is not an active trading market
for the Common Stock and it is not possible to identify precisely
the market value of the Common Stock.

On February 28, 2001, 3,240,000 shares of the small business
issuer's common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual report to Shareholders for the year ended
December 31, 2000, is incorporated by reference in this Form 10-
KSB in Part II Item 5, Item 6, and Item 7.  The Company's Proxy
Statement for Annual Meeting of Shareholders to be held on May 2,
2001, is incorporated by reference in this Form 10-KSB in Part
III, Item 9, Item 10, Item 11, and Item 12.

REASON FOR AMENDED FILING
This filing amends an earlier submission of Form 10-KSB for the
period ended December 31,2000, which was filed on March 26, 2001.
The primary reason for the amendment is to revise columnar
numerical data so that columns appear adjacent to the appropriate
textual information.



	This Report contains statements which constitute forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933 and the Securities Exchange Act of 1934.
These statements appear in a number of places in this Report and
include all statements regarding the intent, belief or current
expectations of the Company, its directors, or its officers with
respect to, among other things: (i) the Company's financing plans;
(ii) trends affecting the Company's financial condition or results
of operations; (iii) the Company's growth strategy and operating
strategy; and (iv) the declaration and payment of dividends.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of
various factors discussed herein and those factors discussed in
detail in the Company's filings with the Securities and Exchange
Commission.

PART I

Item 1. Description of Business

General

	Calvin B. Taylor Bankshares, Inc. (the "Company") was
incorporated as a Maryland corporation on October 31, 1995.  The
Company owns all of the stock of two banks.  The Maryland bank is a
commercial bank incorporated under the laws of the State of Maryland
on December 17, 1907.  This bank operates nine banking offices in
Worcester County with the Bank's main office located in Berlin,
Maryland.  It is engaged in a general commercial and retail banking
business serving individuals, businesses, and governmental units in
Worcester County, Maryland and neighboring counties.  The second
bank was incorporated in Delaware in 1997 but opened late in the
second quarter of 1998.  This one-branch Delaware bank offers the
same services as the Maryland bank.

	The Company's holding company structure can assist the banks
in maintaining their required capital ratios because the Company
may, subject to compliance with debt guidelines implemented by the
Board of Governors of the Federal Reserve System (the "Board of
Governors" or the "Federal Reserve"), borrow money and contribute
the proceeds to the banks as primary capital. The holding company
structure also permits greater flexibility in issuing stock for
cash, property, or services and in reorganization transactions.
Moreover, subject to certain regulatory limitations, a holding
company can purchase shares of its own stock, which the banks may
not do without regulatory approval.  A holding company may also
engage in certain non-banking activities which the Board of
Governors has deemed to be closely related to banking and proper
incidents to the business of a bank holding company.  These
activities include making or servicing loans and certain types of
leases; performing certain data processing services; acting as a
fiduciary or investment or financial advisor; acting as a management
consultant for other depository institutions; providing courier,
appraisal, and consumer financial counseling services; providing tax
planning and preparation services; providing check guaranty and
collection agency services; engaging in limited real estate
investment activities; underwriting, brokering, and selling credit
life and disability insurance; engaging in certain other limited
insurance activities; providing discount brokerage services;
underwriting and dealing in certain government obligations and money
market instruments and providing portfolio investment advice; acting
as a futures commission merchant with respect to certain financial
instrument transactions; providing foreign exchange advisory and
transactional services; making investments in certain corporations
for projects designed primarily to promote community welfare; and
owning and operating certain healthy savings and loan associations.
 Although the Company has no present intention of engaging in any of
these services, if circumstances should lead the Company's
management to believe that there is a need for these services in the
banks' marketing areas and that such activities could be profitably
conducted, the management of the Company would have the flexibility
of commencing these activities upon filing notice thereof with the
Board of Governors.

Location and Service Area

	The Company conducts general commercial banking in its primary
service areas, emphasizing the banking needs of individuals and
small- to medium-sized businesses and professional concerns.  The
Maryland bank operates from nine branches located throughout
Worcester County, Maryland while the Delaware bank operates from one
branch located in Sussex County, Delaware.  The Banks draw most of
their customer deposits and conduct most of their lending
transactions from within their primary service areas, which
encompass Worcester County, Maryland, Sussex County, Delaware and
neighboring counties.

	Both Sussex County, Delaware and Worcester County, Maryland
are located along the shores of the Atlantic Ocean and have
experienced population growth in recent years.  The area is growing
as both a resort and a retirement community.

	The principal components of the economy of the counties are
tourism and agriculture.  Berlin has a strong component of health-
care related businesses.  The tourist businesses of Ocean City,
Maryland and Bethany, Delaware and the health-care facilities in
Berlin, Maryland (including Berlin Nursing Home and Atlantic General
Hospital) are the largest employers in the counties.  The largest
industrial employers are Perdue Farms and Hudson Farms.


Banking Services

	The banks offer a full range of deposit services that are
typically available in most banks and savings and loan associations,
including checking accounts, NOW accounts, savings accounts and
other time deposits of various types, ranging from daily money
market accounts to longer-term certificates of deposit.  The
transaction accounts and time certificates are tailored to the
banks' principal market areas at rates competitive to those offered
in the area.  In addition, the banks offer certain retirement
account services, such as Individual Retirements Accounts ("IRAs").
 All deposits are insured by the Federal Deposit Insurance
Corporation (the "FDIC") up to the maximum amount allowed by law
(generally, $100,000 per depositor subject to aggregation rules).
The banks solicit these accounts from individuals, businesses,
associations and organizations, and governmental authorities.

	The Company, through its banks, also offers a full range of
short- to medium-term commercial and personal loans.  Commercial
loans include both secured and unsecured loans for working capital
(including inventory and receivables), business expansion (including
acquisition of real estate and improvements), and purchase of
equipment and machinery.  Consumer loans include secured and
unsecured loans for financing automobiles, home improvements,
education, and personal investments.  The Company also originates
mortgage loans and real estate construction and acquisition loans.
These lending activities are subject to a variety of lending limits
imposed by state and federal law.  Neither bank may make any loans
to any director, officer, or employee (except for commercial loans
to directors who are not officers or employees) unless the loans are
approved by the Board of Directors of the lending bank.  The Board
of Directors must review any such loans every six months.

	Other bank services include cash management services, safe
deposit boxes, travelers checks, direct deposit of payroll and
social security checks, debit cards, and automatic drafts for
various accounts.  The Company is associated with the MAC network of
automated teller machines that may be used by Bank customers
throughout Maryland, Delaware, and other regions.  The Company also
offers credit card services through a correspondent bank.

Competition

	The Company faces strong competition in all areas of its
operations.  The competition comes from entities operating in
Worcester County, Maryland and Sussex County, Delaware and
neighboring counties and includes branches of some of the largest
banks in Maryland, Delaware, and Virginia. Its most direct
competition for deposits historically has come from other commercial
banks, savings banks, savings and loan associations, and credit
unions operating in its service areas.  The banks compete for
deposits with money market mutual funds and corporate and government
securities.  The banks compete for loans with the same banking
entities, as well as mortgage banking companies and other
institutional lenders.  The competition for loans varies from time
to time depending on certain factors.  These factors include, among
others, the general availability of lendable funds and credit,
general and local economic conditions, current interest rate levels,
conditions in the mortgage market, and other factors which are not
readily predictable.

Employees

	As of December 31, 2000, the banks employed 99 full-time
equivalent employees.  The Company's operations are conducted
through the banks.  Consequently, the Company does not have separate
employees.  None of the employees of the banks are represented by
any collective bargaining unit.  The banks consider their relations
with their employees to be good.

SUPERVISION AND REGULATION

	The Company and the banks are subject to state and federal
banking laws and regulations which impose specific requirements or
restrictions on, and provide for general regulatory oversight with
respect to, virtually all aspects of operations. These laws and
regulations are generally intended to protect depositors, not
shareholders.  The following is a brief summary of certain statutes,
rules, and regulations affecting the Company and the banks.  To the
extent that the following summary describes statutory or regulatory
provisions, it is qualified in its entirety by reference to the
particular statutory and regulatory provisions. Any change in
applicable laws or regulations may have a material adverse effect on
the business and prospects of the Company. Legislative changes and
the policies of various regulatory authorities may affect the
operations of the Company and the banks. The Company is unable to
predict the nature or the extent of the effect on its business and
earnings that fiscal or monetary policies, economic control, or new
federal or state legislation may have in the future.

The Company

	Because it owns the outstanding common stock of the banks, the
Company is a bank holding company within the meaning of the federal
Bank Holding Company Act of 1956 (the "BHCA").  Under the BHCA, the
Company is subject to periodic examination by the Federal Reserve
and is required to file periodic reports of its operations and such
additional information as the
Federal Reserve may require.  The Company's and the banks'
activities are limited to banking, managing or controlling banks,
furnishing services to or performing services for its subsidiaries,
or engaging in any other activity that the Federal Reserve
determines to be so closely related to banking or managing and
controlling banks as to be a proper incident thereto.

	Investments, Control, and Activities.  With certain limited
exceptions, the BHCA requires every bank holding company to obtain
the prior approval of the Federal Reserve before (i) acquiring
substantially all the assets of any bank, (ii) acquiring direct or
indirect ownership or control of any voting shares of any bank if
after such acquisition it would own or control more than 5% of the
voting shares of such bank (unless it already owns or controls the
majority of such shares), or (iii) merging or consolidating with
another bank holding company.

	In addition, and subject to certain exceptions, the BHCA and
the Change in Bank Control Act, together with regulations
thereunder, require Federal Reserve approval (or, depending on the
circumstances, no notice of disapproval) prior to any person or
company acquiring "control" of a bank holding company, such as the
Company.  Control is conclusively presumed to exist if an individual
or company acquires 25% or more of any class of voting securities of
the bank holding company.  Because the Company's Common Stock is
registered under the Securities Exchange Act of 1934, under Federal
Reserve regulations, control will be rebuttably presumed to exist if
a person acquires at least 10% of the outstanding shares of any
class of voting securities of the Company.  The regulations provide
a procedure for challenge of the rebuttable control presumption.

	Under the BHCA, the Company is generally prohibited from
engaging in, or acquiring direct or indirect control of more than 5%
of the voting shares of any company engaged in non-banking
activities, unless the Federal Reserve, by order or regulation, has
found those activities to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.
Some of the activities that the Federal Reserve has determined by
regulation to be proper incidents to the business of banking include
making or servicing loans and certain types of leases, engaging in
certain insurance and discount brokerage activities, performing
certain data processing services, acting in certain circumstances as
a fiduciary or investment or financial advisor, owning savings and
loan associations, and making investments in certain corporations or
projects designed primarily to promote community welfare.

	Source of Strength; Cross-Guarantee.  In accordance with
Federal Reserve policy, the Company is expected to act as a source
of financial strength to its banks and to commit resources to
support the banks in circumstances in which the Company might not
otherwise do so.  Under the BHCA, the Federal Reserve may require a
bank holding company to terminate any activity or relinquish control
of a nonbank subsidiary (other than a nonbank subsidiary of a bank)
upon the Federal Reserve's determination that such activity or
control constitutes a serious risk to the financial soundness or
stability of any subsidiary depository institution of the bank
holding company.  Further, federal bank regulatory authorities have
additional discretion to require a bank holding company to divest
itself of any bank or nonbank subsidiary if the agency determines
that divestiture may aid the depository institution's financial
condition.  The banks may be required to indemnify, or cross-
guarantee, the FDIC against losses it incurs with respect to any
other bank controlled by the Company, which in effect makes the
Company's equity investments in healthy bank subsidiaries available
to the FDIC to assist any failing or failed bank subsidiary of the
Company.

The Banks

	General.  The banks operate as state nonmember banking
associations incorporated under the laws of the State of Maryland
and the State of Delaware.  They are subject to examination by the
FDIC and the State Bank Commissioners.  Deposits in the banks are
insured by the FDIC up to a maximum amount (generally $100,000 per
depositor, subject to aggregation rules).  The Commissioners and
FDIC regulate or monitor all areas of the banks' operations,
including security devices and procedures, adequacy of
capitalization and loss reserves, loans, investments, borrowings,
deposits, mergers, issuances of securities, payment of dividends,
interest rates payable on deposits, interest rates or fees
chargeable on loans, establishment of branches, corporate
reorganizations, maintenance of books and records, and adequacy of
staff training to carry on safe lending and deposit gathering
practices.  The FDIC requires the banks to maintain certain capital
ratios and imposes limitations on each of the banks' aggregate
investment in real estate, bank premises, and furniture and
fixtures.  The banks are required by the FDIC and the Commissioners
to prepare quarterly reports on the banks' financial condition.

	Under FDICIA, all insured institutions must undergo periodic
on-site examination by their appropriate banking agency.  The cost
of examinations of insured depository institutions and any
affiliates may be assessed by the appropriate agency against each
institution or affiliate as it deems necessary or appropriate.
Insured institutions are required to submit annual reports to the
FDIC and the appropriate agency (and state supervisor when
applicable).  FDICIA also directs the FDIC to develop with other
appropriate agencies a method for insured depository institutions to
provide supplemental disclosure of the estimated fair market value
of assets and liabilities, to the extent feasible and practicable,
in any balance sheet, financial statement, report of condition, or
other report of any insured depository institution.  FDICIA also
requires the federal banking regulatory agencies to prescribe, by
regulation, standards for all insured depository institutions and
depository institution holding companies relating, among other
things, to: (i) internal controls, information systems, and audit
systems; (ii) loan documentation; (iii) credit underwriting; (iv)
interest rate risk exposure; and (v) asset quality.

	State nonmember banks chartered within the past two years, and
state nonmember banks and their holding companies which have
undergone a change in control within the past two years or which
have been deemed by the FDIC to be troubled institutions, must give
30 days notice to the FDIC or the Board of Governors before
appointment of any executive officer or director.  During the 30
days, the FDIC or Board of Governors may disapprove any such
appointment.

	Transactions With Affiliates and Insiders.  The banks are
subject to Section 23A of the Federal Reserve Act, which places
limits on the amount of loans or extensions of credit to, or
investment in, or certain other transactions with, affiliates and on
the amount of advances to third parties collateralized by the
securities or obligations of affiliates.  In addition, most of these
loans and certain other transactions must be secured in prescribed
amounts.  The banks are also subject to Section 23B of the Federal
Reserve Act which, among other things, prohibits an institution from
engaging in certain transactions with certain affiliates unless the
transactions are on terms substantially the same, or at least as
favorable to such institution or its subsidiaries, as those
prevailing at the time for comparable transactions with
nonaffiliated companies.  The banks are subject to certain
restrictions on extensions of credit to executive officers,
directors, certain principal shareholders, and their related
interests.  Such extensions of credit (i) must be made on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with third parties, and (ii) must not involve more than
the normal risk of repayment or present other unfavorable features.

	Branching.  Under Maryland law, the Maryland bank may open
branches statewide, subject to the prior approval of the
Commissioner and the FDIC.  Maryland law permits banking
organizations in other states to acquire Maryland banking
organizations, as long as such states grant similar privileges to
banking organizations in Maryland to acquire banking organizations
in their states, by opening a de novo branch, by acquiring an
existing branch from a Maryland depository institution, or as a
result of an interstate merger with a Maryland banking organization.
 Delaware law also allows branches statewide with prior approval of
the Commissioner and the FDIC.  Delaware law is more restrictive
allowing other state banking organizations to branch to Delaware
only through opening a de novo bank, or as the result of an
interstate merger.

	Community Reinvestment Act.  The Community Reinvestment Act
requires that each insured depository institution shall be evaluated
by its primary federal regulator with respect to its record in
meeting the credit needs of its local community, including low and
moderate income neighborhoods, consistent with the safe and sound
operation of those institutions.  These factors are also considered
in evaluating mergers, acquisitions, and applications to open a
branch or facility.  The banks received satisfactory ratings in
their most recent evaluations.

	Other Regulations.  Interest and certain other charges
collected or contracted for by the banks are subject to state usury
laws and certain federal laws concerning interest rates.  Loan
operations are also subject to certain federal laws applicable to
credit transactions, such as the federal Truth-In-Lending Act
governing disclosures of credit terms to consumer borrowers, the
Home Mortgage Disclosure Act of 1975, requiring financial
institutions to provide information to enable the public and public
officials to determine whether a financial institution is fulfilling
its obligation to help meet the housing needs of the community it
serves, the Equal Credit Opportunity Act prohibiting discrimination
on the basis of race, creed, or other prohibited bases in extending
credit, the Fair Credit Reporting Act of 1978, governing the use and
provision of information to credit reporting agencies, the Fair Debt
Collection Act governing the manner in which consumer debts may be
collected by collection agencies, and the rules and regulations of
the various federal agencies charged with the responsibility of
implementing such federal laws.  The deposit operations of the Bank
are also subject to the Right to Financial Privacy Act, which
imposes a duty to maintain confidentiality of consumer financial
records and prescribes procedures for complying with administrative
subpoenas of financial records, and the Electronic Funds Transfer
Act and Regulation E issued by the Federal Reserve Board to
implement that act, which governs automatic deposits to and
withdrawals from deposit accounts and customers' rights and
liabilities arising from the use of automated teller machines and
other electronic banking services.

Deposit Insurance

	The deposits of the banks are currently insured to a maximum
of $100,000 per depositor, subject to certain aggregation rules.
The FDIC establishes rates for the payment of premiums by federally
insured banks and thrifts for deposit insurance.  Separate insurance
funds (BIF and SAIF) are maintained for commercial banks and
thrifts, with insurance premiums from the industry used to offset
losses from insurance payouts when banks and thrifts fail.

	The BIF insurance assessment rate for the first semiannual
assessment period of 2001 is proposed to remain at $.00 to $.27 per
$100 in deposits.  In addition to the FDIC assessment, banks are
assessed an additional amount to service the interest on the bond
obligations of the Financial Corporation.  Any increase in deposit
insurance premiums for the banks will increase the banks' cost of
funds, and there can be no assurance that such costs can be passed
on to the banks' customers.

Dividends

	The principal source of the Company's cash revenues comes from
dividends received from the Maryland bank.  The amount of dividends
that may be paid by the bank to the Company depends on the bank's
earnings and capital position and is limited by federal and state
laws, regulations, and policies.  The Federal Reserve has stated
that bank holding companies should refrain from or limit dividend
increases or reduce or eliminate dividends under circumstances in
which the bank holding company fails to meet minimum capital
requirements or in which earnings are impaired.

	The Company's ability to pay any cash dividends to its
shareholders in the future will depend primarily on the Maryland
bank's ability to pay dividends to the Company.  In order to pay
dividends to the Company, the bank must comply with the requirements
of all applicable laws and regulations.  Under Maryland law, the
bank must pay a cash dividend only from the following, after
providing for due or accrued expenses, losses, interest, and taxes:
 (i) its undivided profits, or (ii) with the prior approval of the
Commissioner, its surplus in excess of 100% of its required capital
stock.  Under FDICIA, the bank may not pay a dividend if, after
paying the dividend, the bank would be undercapitalized.  See
"Capital Regulations" below.  See Item 5 for a discussion of
dividends paid by the bank in the past two years.

	In addition to the availability of funds from the Maryland
bank, the future dividend policy of the Company is subject to the
discretion of the Board of Directors and will depend upon a number
of factors, including future earnings, financial condition, cash
needs, and general business conditions.  The amount of dividends
that might be declared in the future presently cannot be estimated
and it cannot be known whether such dividends would continue for
future periods.

Capital Regulations

	The federal bank regulatory authorities have adopted risk-
based capital guidelines for banks and bank holding companies that
are designed to make regulatory capital requirements more sensitive
to differences in risk profile among banks and bank holding
companies, account for off-balance sheet exposure, and minimize
disincentives for holding liquid assets.  The resulting capital
ratios represent qualifying capital as a percentage of total risk-
weighted assets and off-balance sheet items.  The guidelines are
minimums, and the regulators have noted that banks and bank holding
companies contemplating significant expansion programs should not
allow expansion to diminish their capital ratios and should maintain
ratios well in excess of the minimums.  The current guidelines
require all bank holding companies and federally regulated banks to
maintain a minimum risk-based total capital ratio equal to 8%, of
which at least 4% must be Tier 1 capital.  Tier 1 capital includes
common shareholders' equity before the unrealized gains and losses
on securities available for sale, qualifying perpetual preferred
stock, and minority interests in equity accounts of consolidated
subsidiaries, but excludes goodwill and most other intangibles, and
excludes the allowance for loan and lease losses.  Tier 2 capital
includes the excess of any preferred stock not included in Tier 1
capital, mandatory convertible securities, hybrid capital
instruments, subordinated debt and intermediate term-preferred
stock, and general reserves for loan and lease losses up to 1.25% of
risk-weighted assets.

	Under the guidelines, banks' and bank holding companies'
assets are given risk-weights of 0%, 20%, 50%, and 100%.  In
addition, certain off-balance sheet items are given credit
conversion factors to convert them to asset equivalent amounts to
which an appropriate risk-weight will apply.  These computations
result in the total risk-weighted assets.  Most loans are assigned
to the 100% risk category, except for first mortgage loans fully
secured by residential property and, under certain circumstances,
residential construction loans, both of which carry a 50% rating.
Most investment securities are assigned to the 20% category, except
for municipal or state revenue bonds, which have a 50% rating, and
direct obligations of or obligations guaranteed by the United States
Treasury or United States Government agencies, which have a 0%
rating.

	The federal bank regulatory authorities have also implemented
a leverage ratio, which is Tier 1 capital as a percentage of average
total assets less intangibles, to be used as a supplement to the
risk-based guidelines.  The principal objective of the leverage
ratio is to place a constraint on the maximum degree to which a bank
holding company may leverage its equity capital base.  The minimum
required leverage ratio for top-rated institutions is 3%, but most
institutions are required to maintain an additional cushion of at
least 100 to 200 basis points.

	FDICIA established a new capital-based regulatory scheme
designed to promote early intervention for troubled banks and
requires the FDIC to choose the least expensive resolution of bank
failures.  The new capital-based regulatory framework contains five
categories for compliance with regulatory capital requirements,
including "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," and
"critically undercapitalized."  To qualify as a "well capitalized"
institution, a bank must have a leverage ratio of no less than 5%, a
Tier 1 risk-based ratio of no less than 6%, and a total risk-based
capital ratio of no less than 10%, and the bank must not be under
any order or directive from the appropriate regulatory agency to
meet and maintain a specific capital level.  As of December 31,
2000, the Company and its banks were qualified as "well
capitalized."  See "Item 6. Management's Discussion and Analysis or
Plan of Operation - Capital."

	Under the FDICIA regulations, the applicable agency can treat
an institution as if it were in the next lower category if the
agency determines (after notice and an opportunity for hearing) that
the institution is in an unsafe or unsound condition or is engaging
in an unsafe or unsound practice.  The degree of the regulatory
scrutiny of a financial institution will increase, and the
permissible activities of the institution will decrease as it moves
downward through the capital categories.  Bank holding companies
controlling financial institutions can be called upon to boost the
institutions' capital and to partially guarantee the institutions'
performance under their capital restoration plans.

	These capital guidelines can affect the Company in several
ways.  If a bank begins to grow at a rapid pace, capital infusion
may be needed to boost capital.  This could impact the Company's
ability to pay dividends.  The capital levels of the Company and its
banks are more than adequate.  Rapid growth, deterioration of the
loan portfolio performance, poor earnings or a combination of these
factors could change the current capital positions.

	Effective January 1, 1997, the FDIC amended the risk-based
capital guidelines to incorporate a measure for market risk to cover
all positions located in an institution's trading account and
foreign exchange or commodity positions.  Banks and holding
companies with significant exposure to market risk are required to
measure the risk and hold capital commensurate with that risk. These
guidelines have no effect on the banks or the holding company since
the banks do not engage in, or plan to engage in, the activities of
trading accounts, foreign exchange or commodity positions.

Recent Legislative Developments

	Periodically, the federal and state legislatures consider
bills with respect to the regulation of financial institutions.
Some of these proposals could significantly change the regulation of
banks and the financial services industry.  The Company cannot
predict if such proposals will be adopted or the affect to the
Company.

Item 2. Description of Property

	The Company has ten branch locations, all of which are owned
by the Company.  The locations are described as follows:

OFFICE/	LOCATION  /  Square Footage
Main Office, Maryland	/24 North Main Street, Berlin, Maryland 21811
	/	6,500
East Berlin Office/	10524 Old Ocean City Boulevard, Berlin, MD 21811
/	1,500
20th Street Office/	100 20th Street, Ocean City, Maryland 21842
	/ 	3,100
Ocean Pines Office/	11003 Cathell Road, Berlin, Maryland 21811  	/
2,420
Mid-Ocean City Office/	9105 Coastal Highway, Ocean City, MD 21842	/
	1,984
North Ocean City Office/	14200 Coastal Highway, Ocean City, MD 21842
	/	2,545
West Ocean City Office	/9923 Golf Course Road, Ocean City, MD 21842
	/	2,496
Pocomoke Office/2140 Old Snow Hill Road, Pocomoke, Maryland 21851  /
	2,624
Snow Hill Office/108 West Market Street, Snow Hill, Maryland 21863 /
	3,773
Main Office, Delaware/	50 Atlantic Avenue, Ocean View, DE 19970	 /
	4,900

	The Berlin office is the centralized location for the Company
and for all the Maryland branches; that is to say that all proof and
bookkeeping is performed there.  The Delaware office has its own
proof and bookkeeping functions.

	Each branch has a manager that also serves as its loan
officer, with exception of the East Berlin office which does not
have a loan officer.  All offices participate in normal day-to-day
banking operations.

	Eight Maryland offices offer automated teller machines; all
locations except the East Berlin office.  The Delaware bank has an
automated teller machine on-premise. The Company operates one
automated teller machine which is located at a local hospital.

Item 3. Legal Proceedings

	There are no material pending legal proceedings to which the
Company or the banks or any of their properties are subject.

Item 4. Submission of Matters to a Vote of Security  Holders

	There were no matters submitted to a vote of the shareholders
of the Company during the fourth quarter of 2000.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

	The Company's Articles of Incorporation, as amended,
authorize it to issue up to 10,000,000 shares of common stock.

	As of February 28, 2001, there were approximately 825
holders of record of the common stock and 3,240,000 shares of
Common Stock issued and outstanding. There is no established
public trading market in the stock, and there is no likelihood
that a trading market will develop in the near future.  The
development of a trading market may be inhibited because a large
portion of the Company's shares is held by insiders.  Transactions
in the common stock are infrequent and are negotiated privately
between the persons involved in those transactions.

	All outstanding shares of common stock of the Company are
entitled to share equally in dividends from funds legally
available, when, as, and if declared by the Board of Directors.
The Company paid dividends of $.61 per share in 2000 and $.60 per
share in 1999, after giving retroactive effect to the 2000 stock
split effected in  the form of a 100% stock dividend.  During both
2000 and 1999, the Company paid special cash dividends of $.25 per
share, after giving retroactive effect to the 2000 stock split,
which are not expected to be an annual event.

Item 6. Management's Discussion and Analysis or Plan of Operation

BUSINESS OF THE COMPANY

	Calvin B. Taylor Bankshares, Inc. (the "Company") was
incorporated as a Maryland corporation on October 31, 1995, to
become a bank holding company by acquiring all of the capital
stock of Calvin B. Taylor Banking Company (the "Maryland Bank").
The Maryland Bank was incorporated under the laws of the State of
Maryland on December 17, 1907. The Maryland Bank was organized as
a nonmember state bank under the laws of the State of Maryland.
Calvin B. Taylor Bank of Delaware (the "DE Bank") was
incorporated under the laws of the State of Delaware on September
18, 1997.  The DE Bank was organized as a nonmember state bank
under the laws of the State of Delaware.  Calvin B. Taylor
Bankshares, Inc. acquired all of the capital stock of Calvin B.
Taylor Bank of Delaware also.  Both banks are engaged in a general
commercial banking business, emphasizing in their marketing the
Company's local management and ownership, from their main offices
located in their primary service areas of Worcester County,
Maryland and Sussex County, Delaware, and their neighboring
counties. The banks offer a full range of deposit services that
are typically available in most banks and savings and loan
associations, including checking accounts, NOW accounts, savings
accounts and other time deposits of various types, ranging from
daily money market accounts to longer-term certificates of
deposit.  In addition, the banks offer certain retirement account
services, such as Individual Retirement Accounts.  The banks also
offer a full range of short- to medium-term commercial and
personal loans.  The banks originate fixed rate mortgage loans and
real estate construction and acquisition loans.  These loans
generally have a demand feature.  Other bank services include cash
management services, safe deposit boxes, travelers' checks, direct
deposit of payroll and social security checks, debit cards, and
automatic drafts for various accounts.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	The following discussion of the Company's financial condition
and results of operations should be read in conjunction with the
Company's financial statements and related notes and other
statistical information included elsewhere herein.

Overview

	Consolidated income of the Company is derived primarily from
operations of the banks.  The 2000 net income was $5,624,558,
compared to $5,019,660 for 1999.  The Company continued its
history of above average earnings with a return on average equity
of 10.84% and return on average assets of 1.94% for 2000, compared
to returns of 10.47% and 1.78%, respectively for 1999.

Results of Operations

	The Company reported net income of $5,624,558, or $1.74 per
share, for the year ended December 31, 2000, which was an increase
of $604,898, or 12.05%, over the net income of $5,019,660, or
$1.55 per share for the year ended December 31, 1999.  Per share
data for 1999 is restated for the effect of the 100% stock
dividend distributed 2000.  Primarily responsible for this
increase was the growth in net interest income.

	Net interest income increased $1,359,187, or 11.12%, to
$13,580,005 in 2000, from $12,220,818 in 1999.  This increase in
net interest income was the result of an increase in interest
revenue of $1,440,460 while interest expense increased by $81,273.
 Net interest income increased primarily due to growth of
$18,090,114 in the mortgage loan portfolio funded largely by a
decrease of $13,648,377 in the amortized cost of investment
securities held to maturity.  Decreasing deposit balances offset
increased rates, resulting in an increase of $47,198 of deposit
interest expense.  Interest expense on retail repurchase
agreements, which were first offered by the Bank in 2000, was
$23,427.  The yield on interest-earning assets increased to 7.33%
in 2000, from 6.97% in 1999, while the combined yield on deposits
and borrowed funds increased to 2.48% from 2.47% for the same
periods.

	Noninterest income and noninterest expense increased by 5.60%
and 4.54%, respectively, during 2000 compared to 1999.

Net Interest Income

	The primary source of income for the Company is net interest
income, which is the difference between revenue on interest-
earning assets, such as investment securities and loans, and
interest incurred on interest-bearing sources of funds, such as
deposits and borrowings.  The level of net interest income is
determined primarily by the average balance of interest-earning
assets and funding sources and the various rate spreads between
the interest-earning assets and the Company's funding sources.
Changes in net interest income from period to period result from
increases or decreases in the volume of interest-earning assets
and interest-bearing liabilities, and increases or decreases in
the average rates earned and paid on such assets and liabilities.
 The volume of interest-earning assets and interest-bearing
liabilities is affected by the ability to manage the earning-asset
portfolio, which includes loans, and the availability of
particular sources of funds, such as noninterest bearing deposits.

	The key performance measure for net interest income is the
"net margin on interest-earning assets," or net interest income
divided by average interest-earning assets.  The Company's net
interest margin for 2000 was 5.15% compared to 4.77% for 1999.
Because most of the loans of the banks are written with a demand
feature, the income of the banks should not change dramatically as
interest rates change.  Management of the Company expects to
maintain the net margin on interest-earning assets. The net margin
may decline, however, if competition increases, loan demand
decreases, or the cost of funds rises faster than the return on
loans and securities.  Although such expectations are based on
management's judgment, actual results will depend on a number of
factors that cannot be predicted with certainty, and fulfillment
of management's expectations cannot be assured.



<PAGE>
<TABLE>
<CAPTION>
Average Balances, Interest, and Yields














 For the Year Ended
 For the Year Ended
 For the Year Ended

 December 31, 2000
 December 31, 1999
 December 31, 1998

Average


Average


Average



Balance
Interest
Yield
balance
Interest
Yield
balance
Interest
Yield
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Assets









Federal funds sold and securities sold









  under repurchase agreements
 $     27,035,284
 $    1,716,303
6.35%
 $     25,119,944
 $    1,261,883
5.02%
 $    26,359,775
 $    1,411,818
5.36%
Interest bearing deposits
             833,669
             46,110
5.53%
          1,135,879
             59,892
5.27%
         1,248,049
             70,757
5.67%
Investment securities:









  U. S. Treasury
        52,381,568
       2,877,623
5.49%
        70,035,826
       3,744,040
5.35%
       60,151,499
        3,468,511
5.77%
  U. S. Agency
        14,102,254
          883,398
6.26%
          5,202,345
          311,991
6.00%
             272,603
             14,923
5.47%
  State and municipal
        11,044,697
          601,367
5.44%
        14,684,452
          775,402
5.28%
       12,353,098
           710,258
5.75%
  Other
          1,466,086
             34,935
2.38%
             936,104
             26,211
2.80%
             351,216
             24,076
6.86%
   Total investment securities
        78,994,605
       4,397,323
5.57%
        90,858,727
       4,857,644
5.35%
       73,128,416
        4,217,768
5.77%
Loans:









  Commercial
        16,670,170
       1,372,165
8.23%
        16,466,323
       1,328,643
8.07%
       14,919,040
        1,298,811
8.71%
  Mortgage
      142,159,452
     11,665,502
8.21%
      125,807,308
     10,299,329
8.19%
     127,295,155
     10,585,496
8.32%
  Consumer
          5,058,592
          491,445
9.72%
          5,029,127
          480,141
9.55%
         5,019,523
           512,712
10.21%
   Total loans
      163,888,214
     13,529,112
8.26%
      147,302,758
     12,108,113
8.22%
     147,233,718
     12,397,019
8.42%
Allowance for credit losses
          2,091,268


          2,083,668


         2,086,253


   Total loans, net of allowance
      161,796,946
     13,529,112
8.36%
      145,219,090
     12,108,113
8.34%
     145,147,465
     12,397,019
8.54%
Total interest-earning assets
      268,660,504
     19,688,848
7.33%
      262,333,640
     18,287,532
6.97%
     245,883,705
     18,097,362
7.36%










Noninterest-bearing cash
        12,657,560
                     -

        12,929,195
                     -

       10,887,288
                      -

Premises and equipment
          5,774,271
                     -

          5,537,756
                     -

         4,584,091
                      -

Other assets
          2,155,343
                     -

          1,898,309
                     -

         2,112,827
                      -

        Total assets
 $  289,247,678
 $  19,688,848

 $  282,698,900
 $  18,287,532

 $  263,467,911
 $  18,097,362











Liabilities and Stockholders' Equity









Interest-bearing Deposits









  Savings and NOW deposits
 $     82,093,427
 $    1,530,693
1.86%
 $     69,549,683
 $    1,410,850
2.03%
 $    60,545,046
 $    1,493,594
2.47%
  Money market and supernow
        38,001,007
          946,368
2.49%
        58,167,683
       1,331,935
2.29%
       57,902,148
        1,530,457
2.64%
  Other time deposits
        69,455,736
       3,345,163
4.82%
        68,899,821
       3,032,241
4.40%
       65,020,172
        3,277,413
5.04%
Total interest-bearing deposits
189,550,170
5,822,224
3.07%
196,617,187
5,775,026
2.94%
183,467,366
6,301,464
3.43%
Securities sold under agreements









  to repurchase
1,610,141
23,427
1.45%
                        -
                     -

                        -
                      -

Borrowed funds
             238,965
             14,380
6.02%
             122,984
               3,732
3.03%
               10,822
                      -
0.00%
Total interest-bearing liabilities
191,399,276
5,860,031
3.06%
196,740,171
5,778,758
2.94%
183,478,188
6,301,464
3.43%
Noninterest-bearing deposits
        45,144,294
                     -

        37,290,913
                     -

       34,675,359
                      -


      236,543,570
       5,860,031
2.48%
      234,031,084
       5,778,758
2.47%
     218,153,547
        6,301,464
2.89%
Other liabilities
             840,761
                     -

             746,991
                     -

             748,148
                      -

Stockholders' equity
        51,863,347
                     -

        47,920,825
                     -

       44,566,216
                      -

        Total liabilities and









        stockholders' equity
 $  289,247,678
 $    5,860,031

 $  282,698,900
 $    5,778,758

 $  263,467,911
 $    6,301,464











Net interest spread


4.27%


4.03%


3.93%
Net interest income

 $  13,828,817


 $  12,508,774


 $  11,795,898

Net margin on interest-earning assets


5.15%


4.77%


4.80%










Dividends and interest on tax-exempt securities and loans, are reported on fully taxable equivalent basis.





</TABLE>


<PAGE>
Analysis of Changes in Net Interest Income
<TABLE>
<CAPTION>









Year ended December 31,
Year ended December 31,

2000 compared with 1999
1999 compared with 1998

variance due to
variance due to

Total
Rate
Volume
Total
Rate
Volume
<S>
<C>
<C>
<C>
<C>
<C>
<C>
Earning assets






  Interest bearing deposits
 $     (13,782)
 $      2,144
 $      (15,926)
 $  (10,865)
 $    (4,505)
 $    (6,360)
  Federal funds sold
        454,420
     358,270
           96,150
   (149,935)
     (83,480)
     (66,455)
  Investment securities:






    U. S. Treasury
      (866,417)
       78,086
       (944,503)
     275,529
   (294,797)
     570,326
    U. S. Government Agency
        571,407
       37,412
         533,995
     297,068
       27,411
     269,657
    State, county, and municipals
      (174,035)
       18,144
       (192,179)
       65,144
     (68,909)
     134,053
    Other
            8,724
       (6,115)
           14,839
         2,135
     (37,988)
       40,123
  Loans:






    Commercial
          43,522
       27,072
           16,450
       29,832
   (104,936)
     134,768
    Mortgage
     1,366,173
       26,932
      1,339,241
   (286,167)
   (162,378)
   (123,789)
    Consumer
          11,304
         8,490
             2,814
     (32,571)
     (33,552)
            981
        Total interest revenue
     1,401,316
     550,435
         850,881
     190,170
   (763,134)
     953,304







Interest-bearing liabilities






  Savings and NOW deposits
        119,843
   (134,795)
         254,638
     (82,744)
   (305,159)
     222,415
  Money market and supernow
      (385,567)
       76,250
       (461,817)
   (198,522)
   (205,532)
         7,010
  Other time deposits
        312,922
     288,462
           24,460
   (245,172)
   (440,706)
     195,534
  Other borrowed funds
          34,075
         7,134
           26,941
         3,732
         3,732
                -

        Total interest expense
          81,273
     237,051
       (155,778)
   (522,706)
   (947,665)
     424,959







Net interest income
 $ 1,320,043
 $ 313,384
 $  1,006,659
 $ 712,876
 $ 184,531
 $ 528,345







</TABLE>
Dividends and interest on tax-exempt securities and loans are
reported on fully taxable equivalent basis.  The variance that is
both rate/volume related is reported with the rate variance.

Composition of Loan Portfolio

	Because loans are expected to produce higher yields than
investment securities and other interest-earning assets (assuming
that loan losses are not excessive), the absolute volume of loans
and the volume as a percentage of total earning assets is an
important determinant of net interest margin.  Average loans, net
of the allowance for credit losses, were $161,796,946 and
$145,219,090 during 2000 and 1999, respectively, which constituted
60.22% and 55.36% of average interest-earning assets for the
periods.  At December 31, 2000, the Company's loan to deposit
ratio was 72.68% compared to 63.67% at December 31, 1999, while
the 2000 average loans to average deposits were 68.94%.  The
Company extends loans primarily to customers located in and near
Worcester County, Maryland and Sussex County, Delaware.  There are
no industry concentrations in the Company's loan portfolio.  The
Company does, however, have a substantial portion of its loans in
real estate and its performance will be influenced by the real
estate market in the region.

	The following table sets forth the composition of the
Company's loan portfolio as of December 31, 2000 and 1999,
respectively.
<TABLE>
<CAPTION>
Composition of Loan Portfolio






 December 31,

 2000
 1999
<S>
<C>
<C>
<C>
<C>


 Percent

 Percent

 Amount
 of total
 Amount
 of total
Commercial
 $    15,588,946
9.13%
 $    17,825,019
11.57%
Real estate
     148,468,890
86.94%
     130,378,776
84.62%
Construction
         1,540,376
0.90%
            824,071
0.53%
Consumer
         5,165,742
3.03%
         5,054,669
3.28%
      Total loans
     170,763,954
100.00%
     154,082,535
100.00%
Less allowance for credit losses
         2,192,755

         2,082,031

      Net loans
 $ 168,571,199

 $ 152,000,504

</TABLE>
	The following table sets forth the maturity distribution,
classified according to sensitivity to changes in interest rates,
for selected components of the Company's loan portfolio as of
December 31, 2000.

Loan Maturity Schedule and Sensitivity to Changes in Interest
Rates
<TABLE>
<CAPTION>

 December 31, 2000


 Over one



 One year
 through
 Over five


 or less
 five years
 years
 Total
<S>
<C>
<C>
<C>
<C>
Commercial
 $    15,588,946
 $                -
 $                    -
 $    15,588,946
Real estate
     148,468,890
                   -
                       -
     148,468,890
Construction
         1,540,376
                   -
                       -
         1,540,376
Consumer
            423,866
     4,114,779
            627,097
         5,165,742
      Total
 $ 166,022,078
 $  4,114,779
 $         627,097
 $  170,763,954





Fixed interest rate
 $         425,270
 $  4,114,779
 $         627,097
 $      5,167,146
Variable interest rate (or demand)
     165,596,808
                   -
                       -
     165,596,808
      Total
 $ 166,022,078
 $  4,114,779
 $         627,097
 $  170,763,954
</TABLE>

	As of December 31, 2000, $165,596,808 or 96.96%, of the total
loans were either variable rate loans or loans written on demand.


	The Company has the following commitments, lines of credit,
and letters of credit outstanding as of December 31, 2000 and
1999, respectively.
<TABLE>
<CAPTION>



 2000
 1999
<S>
<C>
<C>
<C>
<C>
       Construction loans


 $      2,964,536
 $      9,486,899
       Other loan commitments


         3,192,350
         4,843,120
       Standby letters of credit


         1,412,552
         1,504,241
                Total


 $      7,569,438
 $    15,834,260
</TABLE>
	Loan commitments are agreements to lend to a customer as long
as there is no violation of any condition to the contract. Loan
commitments may have interest fixed at current rates, fixed
expiration dates, and may require the payment of a fee. Letters of
credit are commitments issued to guarantee the performance of a
customer to a third party.  Loan commitments and letters of credit
are made on the same terms, including collateral, as outstanding
loans.  The Company's exposure to credit loss in the event of
nonperformance by the borrower is represented by the contract
amount of the commitment.

Loan Quality

	The allowance for credit losses represents a reserve for
potential losses in the loan portfolio.  The adequacy of the
allowance for credit losses is evaluated periodically based on a
review of all significant loans, with a particular emphasis on
non-accruing, past due, and other loans that management believes
require attention.  The determination of the reserve level rests
upon management's judgment about factors affecting loan quality
and assumptions about the economy.  Management considers the year-
end allowance appropriate and adequate to cover possible losses in
the loan portfolio; however, management's judgment is based upon a
number of assumptions about future events, which are believed to
be reasonable, but which may or may not prove valid.  Thus, there
can be no assurance that charge-offs in future periods will not
exceed the allowance for credit loss or that additional increases
in the credit loss allowance will not be required.  The Company
has a history of low loan charge-offs.

	For significant problem loans, management's review consists
of evaluation of the financial strengths of the borrowers and
guarantors, the related collateral, and the effects of economic
conditions.  The overall evaluation of the adequacy of the total
allowance for credit losses is based on an analysis of historical
loan loss ratios, loan charge-offs, delinquency trends, and
previous collection experience, along with an assessment of the
effects of external economic conditions.  It is the Company's
policy to have each bank evaluate loan portfolio risk for the
purpose of establishing an adequate allowance.  The banks' target
levels for their allowances as a percentage of gross loans range
from approximately 1.00% to 1.35%.  This allowance may be
increased for reserves for specific loans identified as
substandard during management's loan review.  Generally, the
Company will not require a negative provision to reduce the
allowance as a result of either net recoveries or a decrease in
loans, even though this may cause the allowance as a percentage of
gross loans to exceed the Company's target.

	The provision for loan losses is a charge to earnings in the
current period to replenish the allowance and maintain it at a
level management has determined to be adequate.  As of December
31, 2000 and 1999, the respective allowances for credit losses
were 1.28% and 1.35% of outstanding loans.

	The provision for loan losses was $174,080 in 2000, an
increase of $168,335 from the $5,745 provision in 1999.  The
increased provision is the result of a $56,295 increase in net
charge-offs for 2000, which totaled $63,356.  Outstanding loans
increased 10.83% during the same period.

Allocation of Allowance for Loan Losses
<TABLE>
<CAPTION>
Allocation of Allowance for Loan Losses








 2000

 1999

<S>
<C>
<C>
<C>
<C>
<C>
<C>
Commercial
 $       167,626
      7.64
%
 $       213,549
    10.26
%
Real estate
          810,790
    36.98

          651,894
    31.31

Construction
                     -
          -

               4,120
      0.20

Consumer
          174,003
      7.93

          152,313
      7.31

Commitments
                     -
          -

                     -
          -

General
       1,040,336
    47.45

       1,060,155
    50.92

                Total
 $    2,192,755
  100.00
%
 $    2,082,031
  100.00
%
</TABLE>


<PAGE>
Allowance for Loan Losses
<TABLE>
<CAPTION>


 2000
 1999
 1998
<S>
<C>
<C>
<C>
<C>
Balance at beginning of year

 $  2,082,031
 $      2,080,358
 $      2,080,798





Loan losses:




  Commercial

          56,193
               13,628
                 2,652
  Mortgages

                   -
                       -
                        -
  Consumer

          10,907
                 8,256
               10,453
                Total loan losses

          67,100
               21,884
               13,105





Recoveries on loans previously charged off



  Commercial

             2,386
                 6,504
                        -
  Consumer

             1,358
                 8,319
               14,479
                Total loan recoveries

             3,744
               14,823
               14,479





Net loan losses

          63,356
                 7,061
               (1,374)
Provision for loan losses charged to expense
        174,080
                 5,745
                 1,175
Provision related to commitments

                   -
                 2,989
               (2,989)
Balance at end of year

 $  2,192,755
 $      2,082,031
 $      2,080,358





Allowance for loan losses to loans outstanding



 at end of year

1.28%
1.35%
1.47%





Net charge-offs to average loans

0.04%
0.00%
0.00%
</TABLE>

		As a result of management's ongoing review of the loan
portfolio, loans are classified as nonaccrual when it is not
reasonable to expect collection of interest under the original
terms.  These loans are classified as nonaccrual even though the
presence of collateral or the borrower's financial strength may be
sufficient to provide for ultimate repayment.  Interest on
nonaccrual loans is recognized only when received. A delinquent
loan is generally placed in nonaccrual status when it becomes 90
days or more past due.  When a loan is placed in nonaccrual
status, all interest that has been accrued on the loan but remains
unpaid is reversed and deducted from earnings as a reduction of
reported interest income.  No additional interest is accrued on
the loan balance until the collection of both principal and
interest becomes reasonably certain.  The Company had no
nonperforming loans at December 31, 2000 or 1999.

		Where real estate acquired by foreclosure and held for sale
is included with nonperforming loans, the result comprises
nonperforming assets.  There were no nonperforming assets at
December 31, 2000 or 1999.  Loans are classified as impaired when
the collection of contractual obligations, including principal and
interest, is doubtful.  Management has identified no significant
impaired loans as of December 31, 2000 or 1999.

Liquidity and Interest Rate Sensitivity

	The primary objective of asset/liability management is to
ensure the steady growth of the Company's primary source of
earnings, net interest income.  Net interest income can fluctuate
with significant interest rate movements.  To lessen the impact of
these margin swings, the balance sheet should be structured so
that repricing opportunities exist for both assets and liabilities
in roughly equivalent amounts at approximately the same time
intervals.  Imbalances in these repricing opportunities at any
point in time constitute interest rate sensitivity.

		Liquidity represents the ability to provide steady sources of
funds for loan commitments and investment activities, as well as
to provide sufficient funds to cover deposit withdrawals and
payment of debt and operating obligations.  These funds can be
obtained by converting assets to cash or by attracting new
deposits.

		Average liquid assets (cash and amounts due from banks,
interest bearing deposits in other banks, federal funds sold, and
investment securities) were 50.93% of average deposits for 2000,
compared to 55.60% for 1999.

	As of December 31, 2000, $45,333,736, or 57.60% of the
investment debt securities mature in one year or less.  The funds
invested in federal funds sold provide liquidity so the banks do
not need a large portfolio of securities classified as
"available-for-sale." Other sources of liquidity include letters
of credit, overnight federal funds, and reverse repurchase
agreements available from correspondent banks.  The total lines of
credit available from correspondent banks at December 31, 2000,
were $19,000,000.

		Interest rate sensitivity refers to the responsiveness of
interest-bearing assets and liabilities to changes in market
interest rates.  The rate-sensitive position, or gap, is the
difference in the volume of rate-sensitive assets and liabilities
at a given time interval.  The general objective of gap management
is to actively manage rate-sensitive assets and liabilities to
reduce the impact of interest rate fluctuations on the net
interest margin.  Management generally attempts to maintain a
balance between rate-sensitive assets and liabilities as the
exposure period is lengthened to minimize the overall interest
rate risk to the Company.

		Interest rate sensitivity may be controlled on either side of
the balance sheet.  On the asset side, management exercises some
control over maturities.  Also, loans are written to provide
repricing opportunities on fixed rate notes.  The Company's
investment portfolio, including federal funds sold, provides the
most flexible and fastest control over rate sensitivity since it
can generally be restructured more quickly than the loan
portfolio.

		On the liability side, deposit products are structured to
offer incentives to attain the maturity distribution desired.
Competitive factors sometimes make control over deposits more
difficult and, therefore, less effective as an interest rate
sensitivity management tool.

		The asset mix of the balance sheet is continually evaluated in
terms of several variables; yield, credit quality, appropriate
funding sources, and liquidity.  Management of the liability mix
of the balance sheet focuses on expanding the various funding
sources.

		The Company was asset-sensitive for all time horizons. For
asset-sensitive institutions, if interest rates should decrease,
the net interest margins should decline.  Since all interest rates
and yields do not adjust at the same velocity, the gap is only a
general indicator of rate sensitivity.

Interest Sensitivity Analysis

<TABLE>
<CAPTION>

December 31, 2000


After three




Within
but within
After one



three
twelve
but within
After


months
months
five years
five years
Total
<S>
<C>
<C>
<C>
<C>
<C>
Assets





Earning assets





  Federal funds sold
 $    18,167,527
 $                   -
 $                   -
 $                    -
 $    18,167,527
  Interest-bearing deposits
                       -
            487,000
           297,000
                       -
            784,000
  Investment securities
       18,432,798
      26,900,938
      30,939,822
         4,052,934
       80,326,492
  Loans
     165,596,807
            362,585
        4,206,122
            598,440
     170,763,954
Total earning assets
 $ 202,197,132
 $   27,750,523
 $  35,442,944
 $      4,651,374
 $ 270,041,973






Liabilities





Interest-bearing liabilities





  Money market
 $    34,896,077
                       -
                      -
                       -
 $    34,896,077
   Savings and NOW deposits
       73,967,825
                       -
                      -
                       -
       73,967,825
   Certificates $100,000 and over
         4,423,581
        6,795,644
        3,961,211

       15,180,436
   Certificates under $100,000
       16,640,329
      28,982,081
      12,584,501

       58,206,911
Securities sold under agreements





  to repurchase
         3,113,671



         3,113,671
Note Payable
                 3,865
              11,950
             73,633
            142,069
            231,517
Total interest-bearing liabilities
 $ 133,045,348
 $   35,789,675
 $  16,619,345
 $         142,069
 $ 185,596,437






Period gap
 $    69,151,784
 $   (8,039,152)
 $  18,823,599
 $      4,509,305
 $    84,445,536
Cumulative gap
 $    69,151,784
 $   61,112,635
 $  79,936,231
 $    84,445,536
 $    84,445,536






Ratio of cumulative gap to





 total earning assets
25.61%
22.63%
29.60%
31.27%
31.27%
</TABLE>

		The table "Investment Securities Maturity Distribution and
Yields" shows that as of December 31, 2000, $45,333,735, or 57.60%
of the investment debt securities mature in one year or less.  The
funds invested in federal funds sold provide liquidity so the
banks do not need a large portfolio of securities classified as
"available-for-sale." Other sources of liquidity include letters
of credit, overnight federal funds, and reverse repurchase
agreements available from correspondent banks.  The total lines of
credit available from correspondent banks at December 31, 2000,
were $19,000,000.


Investment Securities Maturity Distribution and Yields
<TABLE>
<CAPTION>

 December 31, 2000

 December 31, 1999

 Amount
     Percent


 Amount
     Percent

<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
U. S. Treasury securities







One year or less
    29,941,814
         5.34
 %

    43,479,940
          5.29
 %
Over one through five years
    17,480,762
         6.36
 %

    22,986,692
          5.11
 %
Over ten years
      2,428,120
         7.28
 %

      2,108,760
          7.29
 %
Total U.S. Treasury securities
    49,850,696
         5.78
 %

    68,575,392
          5.29
 %








U.S. Government Agencies







One year or less
      8,750,177
         6.35
 %




Over one through five years
      9,900,000
         6.46
 %

    10,649,787
          6.08
 %
Total U.S. Government Agencies
    18,650,177
         6.41
 %

    10,649,787
          6.08
 %








State, county, and municipal securities







One year or less
      6,641,744
         5.67
 %

      5,267,528
          3.56
 %
Over one through five years
      3,559,061
         6.12
 %

      7,064,654
          3.61
 %
Over five through ten years
                 -

 %

        100,671
          3.71
 %
Over ten years
                 -

 %

        372,663
          3.45
 %
Total state, county, and municipal securities
    10,200,805
         5.83
 %

    12,805,516
          3.59
 %








Total debt securities







One year or less
    45,333,735
         5.59
 %

    48,747,468
          5.10
 %
Over one through five years
    30,939,823
         6.36
 %

    40,701,133
          5.10
 %
Over five through ten years
                 -
            -
 %

        100,671
          3.71
 %
Over ten years
      2,428,120
         7.28
 %

      2,481,423
          6.71
 %
Total debt securities
    78,701,678
         5.94
 %

    92,030,695
          5.15
 %








Equity securities
      1,624,814
         2.38
 %

      1,293,336
          3.72
 %








Total securities
    80,326,492
         5.87
 %

    93,324,031
          5.13
 %
</TABLE>

Deposits and Other Interest-Bearing Liabilities

	Average interest-bearing liabilities decreased $5,340,895,
or 2.71%, to  $191,399,276 in 2000, from  $196,740,171 in 1999.
Average interest-bearing deposits decreased $7,067,017, or 3.59%,
to  $189,550,170 in 2000, from  $196,617,187 in 1999, while
average demand deposits increased $7,853,381, or 21.06% to
$45,144,294 in 2000, from $37,290,913 in 1999.  At December 31,
2000, total deposits were $231,926,192, compared to $238,725,852
at December 31, 1999, a decrease of 2.85%.

	The following table sets forth the deposits of the Company by
category as of December 31, 2000 and 1999,
respectively.
<TABLE>
<CAPTION>


December 31,


2000
1999



Percent of

Percent of


Amount
deposits
Amount
deposits
<S>
<C>
<C>
<C>
<C>
<C>
Demand deposit accounts

 $   49,674,943
21.42%
 $    39,151,702
16.40%
NOW accounts

      39,910,464
17.21%
       41,203,474
17.26%
Money market and Supernow accounts
      34,896,077
15.04%
       52,985,409
22.19%
Savings accounts

      34,057,361
14.68%
       35,254,807
14.77%
Time deposits less than $100,000
      58,206,911
25.10%
       57,312,394
24.01%
Time deposits of $100,000 or more
      15,180,436
6.55%
       12,818,066
5.37%






           Total deposits

 $ 231,926,192
100.00%
 $ 238,725,852
100.00%
</TABLE>

	Core deposits, which exclude certificates of deposit of
$100,000 or more, provide a relatively stable funding source for
the Company's loan portfolio and other earning assets.  The
Company's core deposits decreased $9,162,030 during 2000.  This
decrease is partially attributable to a migration of funds from
insured deposits to the Banks' business sweep account product
implemented as retail repurchase agreements.  Retail repurchase
agreements were first offered in 2000 and had a balance of
$3,113,671 at December 31, 2000.  Additional decreases in deposit
balances may have occurred due to the Company's practice of
protecting profitability in an increasing rate environment by
increasing rates on deposits less rapidly than some local
competitors.  Deposits, and particularly core deposits, have been
the Company's primary source of funding and have enabled the
Company to meet both its short-term and long-term liquidity needs.
 Management anticipates that such deposits will continue to be the
Company's primary source of funding in the future.  The maturity
distribution of the Company's time deposits over $100,000 at
December 31, 2000, is shown in the following table.
<TABLE>
<CAPTION>
Maturities of Certificates of Deposit
and Other Time Deposits of $100,000 or More







December 31, 2000



After six




After three
through



Within three
through
twelve
After twelve


Months
six months
months
months
Total
<S>
<C>
<C>
<C>
<C>
<C>
Certificates of deposit, $100,000




  or more
 $      4,423,581
 $     1,519,836
 $     5,275,808
 $      3,961,211
 $    15,180,436
</TABLE>
	Large certificate of deposit customers tend to be extremely
sensitive to interest rate levels, making these deposits less
reliable sources of funding for liquidity planning purposes than
core deposits.  Some financial institutions partially fund their
balance sheets using large certificates of deposit obtained
through brokers.  These brokered deposits are generally expensive
and are unreliable as long-term funding sources.  Accordingly, the
Company does not accept brokered deposits.


Noninterest Income

	Noninterest income for 2000 was $1,103,858, compared to
noninterest income in 1999 of $1,045,327, an increase of $58,531,
or 5.60%.  Additional revenues from Credit Card and VISA Check
Card fees contributed $49,710 of this increase.

	The following table presents the principal components of
noninterest income for the years ended December 31, 2000 and 1999,
respectively.
Noninterest Income
<TABLE>
<S>
<C>
<C>
<C>
<C>



2000
1999
Serivice charges on deposit accounts

 $        724,845
 $         724,067
Other noninterest revenue


           379,013
            321,260





  Total noninterest income


 $     1,103,858
 $      1,045,327





Noninterest income as a percentage of average total assets
0.38%
0.37%
</TABLE>

Noninterest Expense

	Noninterest expense increased by $256,594, or 4.54%, from
$5,647,612 in 1999 to $5,904,206 in 2000.  Increased personnel
costs of $162,545 were due to annual raises and the addition of a
fulltime audit position.  Furniture and equipment expense
increased $160,003 of which approximately $110,000 was
attributable to costs associated with the Check Imaging system
installed in 1999.  Included in noninterest expense in 1999 was
property with a book value of $128,806, which was donated to a
Worcester County municipality.  In 1999, costs of stationery and
supplies were above normal due to a branch relocation and costs
associated with potential year 2000 computer problems; in 2000,
stationery and supplies costs decreased $47,994, returning to a
pre-1999 level.


<PAGE>
	The following table presents the principal components of
noninterest expense for the years ended December 31, 2000 and
1999, respectively.
<TABLE>
<CAPTION>
Noninterest Expense
<S>
<C>
<C>
<C>
<C>



2000
1999
Compensation and related expenses

 $     3,238,854
 $      3,076,309
Occupancy expense


           425,767
            413,073
Furniture and equipment expense

           671,040
            511,037
Amortization of intangible assets

             62,005
               19,721
Advertising


           132,784
            146,341
Business and product development

             57,055
               57,649
Courier service


             99,466
               93,968
Deposit insurance


             35,157
               37,917
Director fees


             72,575
               64,120
Dues, donations, and subscriptions

           107,114
               83,105
Donated real property


                      -
            128,806
Freight


             62,411
               57,879
Lliability insurance


             61,649
               64,686
Postage


           145,325
            155,092
Professional fees


             62,660
               61,538
Stationery and supplies


           261,733
            309,727
Telephone


             82,256
               82,466
ATM fees


           123,398
            110,791
Miscellaneous


           202,957
            173,387
  Total noninterest expense


 $     5,904,206
 $      5,647,612





Noninterest expense as a percentage of average total assets
2.04%
2.00%
</TABLE>



<PAGE>
Capital

	Under the capital guidelines of the Federal Reserve Board and
the FDIC, the Company and its banks are currently required to
maintain a minimum risk-based total capital ratio of 8%, with at
least 4% being Tier 1 capital.  Tier 1 capital consists of common
shareholders' equity, qualifying perpetual preferred stock, and
minority interests in equity accounts of consolidated
subsidiaries, less certain intangibles.  In addition, the Company
and the banks must maintain a minimum Tier 1 leverage ratio (Tier
1 capital to total assets) of at least 3%, but this minimum ratio
is increased by 100 to 200 basis points for other than the
highest-rated institutions.

	At December 31, 2000, the Company and the banks exceeded
their regulatory capital ratios, as set forth in the following
table.

Analysis of Capital
<TABLE>
<CAPTION>


2000
1999

Required
Consolidated
Maryland
Delaware
Consolidated
Maryland
Delaware

Minimums
Company
MD Bank
Bank
Company
MD Bank
Bank
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Total risk-based capital ratio
8.0%
36.6%
34.5%
53.0%
38.4%
35.0%
99.6%
Tier I risk-based capital ratio
4.0%
35.4%
33.3%
52.0%
37.1%
33.8%
99.3%
Tier I leverage ratio
3.0%
18.2%
16.6%
29.6%
17.5%
15.4%
30.8%
</TABLE>

Accounting Rule Changes

FASB Statement No. 137, Accounting for Derivative
Instruments and Hedging Activities, Deferral of the Effective
Date of FASB Statement No. 133, delays the effective date of FASB
Statement No. 133 for one year, to fiscal years beginning after
June 15, 2000.  The Company's security portfolio has no
derivative instruments.  The implementation of this statement is
expected to have minimal impact on the Company's financial
statements.

	FASB Statement No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities, is an amendment of
FASB Statement No. 133.  This statement addresses a limited
number of issues causing implementation difficulties for entities
that apply Statement No. 133.  Specifically, it expands the
normal sales and normal purchase exception, redefines the
specific risks that can be identified as a hedge risk, revises
foreign-currency-denominated assets and liabilities, and
discusses intercompany derivatives.  The effective date of the
Statement is the first fiscal quarter of fiscal years beginning
after June 15, 2000.

	FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,
is a replacement of Statement No. 125.  This statement is
intended to develop standards to aid in resolving existing
financial accounting and reporting issues when transfers of
financial assets occur.  Specifically, the statement addresses
issues where the transferor has a continuing involvement with the
transferred asset or with the transferee, as in transfers with
recourse, servicing rights, agreements to reacquire, options
written or withheld, or pledges of collateral.  The effective
date of the Statement is for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March
31, 2001.

FASB Interpretation No. 44, Accounting for Certain
Transactions involving Stock Compensation, clarifies the
application of APB Opinion No. 25.  The statement addresses
issues such as the definition of an employee, the criteria for
determining if a plan qualifies as a noncompensatory plan, the
consequence of modifications to the terms of a fixed stock option
or award, and the accounting for an exchange of stock
compensation awards in a business combination.  The
interpretation is effective July 1, 2000.


Impact of Inflation

	Unlike most industrial companies, the assets and liabilities
of financial institutions such as the Company and the banks are
primarily monetary in nature.  Therefore, interest rates have a
more significant effect on the Company's performance than do the
effects of changes in the general rate of inflation and change in
prices.  In addition, interest rates do not necessarily move in
the same direction or in the same magnitude as the prices of goods
and services.  As discussed previously, management seeks to manage
the relationships between interest sensitive assets and
liabilities in order to protect against wide interest rate
fluctuations, including those resulting from inflation.   See
"Liquidity and Interest Rate Sensitivity" above.

Item 7. Financial Statements

	In response to this Item, the information included on pages 1
through 22 of the Company's Annual Report to Shareholders for the
year ended December 31, 2000, is incorporated herein by reference.

PART III

Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures

	Not applicable.

Item 9. Directors and Executive Officers; Compliance with Section
16(a) of the Exchange Act

	In response to this item, the information included on pages 2
through 3 of the Company's Proxy Statement for Annual Meeting of
Shareholders To Be Held on May 2, 2001, is incorporated herein by
reference.

Item 10. Executive Compensation

	In response to this item, the information included on page 4
of the Company's Proxy Statement for Annual Meeting of
Shareholders To Be Held on May 2, 2001, is incorporated herein by
reference.

Item 11. Security Ownership of Certain Beneficial Owners and
Management

	In response to this item, the information included on pages 4
through 5 of the Company's Proxy Statement for  Annual Meeting of
Shareholders to be held May 2, 2001, is incorporated herein by
reference.

Item 12. Certain Relationships and Related Transactions

	In response to this item, the information included on page 6
of the Company's Proxy Statement for Annual Meeting of
Shareholders to be held May 2, 2001, is incorporated herein by
reference.

Item 13. Exhibits and Reports on Form 8-K

(a)	Exhibits

	3.1	Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of Registration Statement Form
		 S-4, File No. 33-99762).

	3.2	Bylaws of the Company (incorporated by reference to Exhibit
3.2 of Registration Statement Form S-4, File No.
		33-99762).

	13	Annual Report to Shareholders for the year ended December
31, 2000.

	21	Subsidiaries of the Company.

(b)	Reports on Form 8-K

		No reports on Form 8-K were filed during the fourth quarter
of the year ended December 31, 2000.






<PAGE>
SIGNATURES
	In accordance with 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.

		CALVIN B. TAYLOR BANKSHARES, INC.
		(Registrant)

Date:	                      	By:	 /s/ Reese F. Cropper, Jr.
		Reese F. Cropper, Jr.
		President, Chief Executive Officer

Date:	                      	By:	 /s/ William H. Mitchell
		William H. Mitchell
		Chief Financial Officer



	In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Date:	                      	By:	 /s/ James R. Bergey, Jr.
	James R. Bergey, Jr.
		Director

Date:	                      	By:	 /s/	James R. Bergey, Sr.
		James R. Bergey, Sr.
		Director

Date:	                      	By:	 /s/	George H. Bunting, Jr.
		George H. Bunting, Jr.
		Director

Date:	                      	By:	 /s/	John H. Burbage, Jr.
	John H. Burbage, Jr.
		Director

Date:	                      	By:	 /s/	Reese F. Cropper, Jr.
		Reese F. Cropper, Jr.
President, Chief Executive Officer
and Director

Date:	                      	By:	 /s/	Reese F. Cropper, III
	Reese F. Cropper, III
		Director

Date:	                      	By:	 /s/	Hale Harrison
		Hale Harrison
		Director

Date:	                      	By:	 /s/ Gerald T. Mason
		Gerald T. Mason
		Director

Date:	                      	By:	 /s/ William H. Mitchell
		William H. Mitchell
		Vice President and Director

Date:	                      	By:	 /s/ Joseph E. Moore
		Joseph E. Moore
		Director

Date:	                      	By:	 /s/ Michael L. Quillin, Sr.

		Michael L. Quillin, Sr.
		Director

Date:	                      	By:	 /s/ D. Bruce Rogers
		D. Bruce Rogers
		Director







EXHIBIT 13

ANNUAL REPORT TO SHAREHOLDERS
FOR THE YEAR ENDED DECEMBER 31, 2000


































<PAGE>











Calvin B. Taylor Bankshares, Inc.
and subsidiaries

Financial Statements

December 31, 2000




<PAGE>
Calvin B. Taylor Bankshares, Inc.
and subsidiaries

Table of Contents



											 Page

Report of independent auditors				   1

Consolidated financial statements

  Consolidated balance sheets					   2

  Consolidated statements of income			   3

  Consolidated statements of changes in
	 stockholders' equity					   4

  Consolidated statements of cash flows			 5-6

  Notes to consolidated financial statements		 7-23



<PAGE>







Report of Independent Auditors
The Board of Directors and Stockholders
Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Berlin, Maryland


	We have audited the accompanying consolidated balance sheets
of Calvin B. Taylor Bankshares, Inc. and Subsidiaries as of
December 31, 2000, 1999, and 1998, and the related consolidated
statements of income, changes in stockholders' equity, and cash
flows for the years then ended.  These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

	We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

	In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Calvin B. Taylor Bankshares, Inc. and
Subsidiaries as of December 31, 2000, 1999, and 1998, and the
results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting
principles.



								/s/Rowles & Company LLP



Salisbury, Maryland
January 8, 2001



<PAGE>
<TABLE>
<CAPTION>
Calvin B. Taylor Bankshares, Inc.
and subsidiaries




Consolidated Balance Sheets





December 31,

      2000
      1999
      1998
Assets
<S>
<C>
<C>
<C>
Cash and due from banks
 $  13,332,279
 $  18,546,576
 $  12,157,944
Federal funds sold
     18,167,527
     15,877,383
     33,337,435
Interest-bearing deposits
         784,000
         983,000
       1,228,000
Investment securities available for sale
       4,052,934
       3,402,096
       2,997,137
Investment securities held to maturity (approximate market



   value of $76,610,933, $89,352,513, and $80,848,955)
     76,273,558
     89,921,935
     80,275,711
Loans, less allowance for credit losses of $2,192,755,



  $2,082,031, and $2,080,358
   168,571,199
   152,000,504
   139,757,463
Premises and equipment
       5,620,478
       5,858,928
       5,530,566
Accrued interest income
       1,948,199
       1,928,735
       1,869,686
Intangible assets
           99,574
         161,579
           10,603
Deferred income taxes
         107,227
         222,986
           67,354
Other assets
           91,036
           17,076
         231,351

 $289,048,011
 $288,920,798
 $277,463,250




Liabilities and Stockholders' Equity




Deposits



  Noninterest-bearing
 $  49,674,943
 $  39,151,702
 $  36,648,979
  Interest-bearing
   182,251,249
   199,574,150
   193,968,706

   231,926,192
   238,725,852
   230,617,685
Securities sold under agreements to repurchase
       3,113,671
                  -
                  -
Accrued interest payable
         503,519
         424,042
         456,133
Accrued income taxes
         103,818
           56,490
                  -
Mortgage obligation
         231,517
         246,413
                  -
Other liabilities
           84,085
         247,667
           46,233

   235,962,802
   239,700,464
   231,120,051
Stockholders' equity



  Common stock, par value $1 per share; authorized



    2,000,000 shares; issued and outstanding  3,240,000 shares



     in 2000, 1,620,000 shares in 1999 and 1998
       3,240,000
       1,620,000
       1,620,000
  Additional paid in capital
     17,290,000
     17,290,000
     17,290,000
  Retained earnings
     32,058,498
     30,030,340
     26,954,680

     52,588,498
     48,940,340
     45,864,680
  Accumulated other comprehensive income
         496,711
         279,994
         478,519

     53,085,209
     49,220,334
     46,343,199

 $289,048,011
 $288,920,798
 $277,463,250
















The accompanying notes are an integral part of these financial statements.
2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Calvin B. Taylor Bankshares, Inc.
and subsidiaries




Consolidated Statements of Income





               Years Ended December 31,


      2000
      1999
      1998
<S>
<C>
<C>
<C>
Interest and dividend revenue



  Loans, including fees
 $13,480,035
 $12,070,649
 $12,383,846
  U. S. Treasury and agency securities
     3,761,021
     4,056,031
     3,483,434
  State and municipal securities
        410,891
        531,857
        489,430
  Federal funds sold
     1,716,303
     1,261,883
     1,411,818
  Time certificates of deposit
         46,110
         59,892
         70,757
  Equity securities
         25,676
         19,264
         15,890
          Total interest and dividend revenue
   19,440,036
   17,999,576
   17,855,175
Interest expense



  Deposit interest
     5,822,224
     5,775,026
     6,301,464
  Other
         37,807
           3,732
                -
          Total interest expense
     5,860,031
     5,778,758
     6,301,464
          Net interest income
   13,580,005
   12,220,818
   11,553,711
Provision for credit losses
        174,080
           5,745
           1,175
          Net interest income after provision for credit losses
   13,405,925
   12,215,073
   11,552,536
Other operating revenue



  Service charges on deposit accounts
        724,845
        724,067
        691,945
  Other noninterest revenue
        379,013
        321,260
        304,243
          Total other operating revenue
     1,103,858
     1,045,327
        996,188
Other expenses



  Salaries
     2,723,713
     2,554,963
     2,468,954
  Employee benefits
        515,141
        521,346
        583,582
  Occupancy
        425,767
        413,073
        351,601
  Furniture and equipment
        671,040
        511,037
        483,506
  Other operating
     1,568,545
     1,647,193
     1,431,860
          Total other expenses
     5,904,206
     5,647,612
     5,319,503
Income before income taxes and cumulative effect of a change



   in accounting method
     8,605,577
     7,612,788
     7,229,221
Income taxes
     2,981,019
     2,593,128
     2,472,274
Income before cumulative effect of a change in accounting method
     5,624,558
     5,019,660
     4,756,947
Cumulative effect of a change in the method of accounting for



   organization costs, net of taxes of $30,875
                -
                -
        (59,933)
Net income
 $  5,624,558
 $  5,019,660
 $  4,697,014




   Income before cumulative effect of a change in accounting method
 $          1.74
 $          1.55
 $          1.47
   Cumulative effect of a change in the method of accounting for



      organization costs, net of taxes
                -
                -
            (0.02)
Earnings per common share
 $          1.74
 $          1.55
 $          1.45












The accompanying notes are an integral part of these financial statements.
3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Calvin B. Taylor Bankshares, Inc.
AND SUBSIDIARIES

Statements of Changes in Stockholders' Equity
















Accumulated








other




Common stock

Undivided
comprehensive
 Comprehensive

Shares
Par value
    Surplus
profits
income
 income
<S>
<C>
<C>
<C>
<C>

<C>


<C>

Balance, December 31, 1997
     810,000
 $   810,000
 $17,290,000
 $24,120,666

 $356,351















Net income
              -
               -
                -
     4,697,014

            -


 $4,697,014

Stock split effected in the form









  of a 100% stock dividend
     810,000
      810,000
                -
      (810,000)

            -




Unrealized gain on investment










  securities available for sale










  net of income taxes
              -
               -
                -
                -

   122,168


      122,168

Comprehensive income








 $4,819,182

Cash dividend, $.33 per share
              -
               -
                -
   (1,053,000)

            -















Balance, December 31, 1998
   1,620,000
   1,620,000
   17,290,000
   26,954,680

   478,519















Net income
              -
               -
                -
     5,019,660

            -


 $5,019,660

Unrealized gain on investment










  securities available for sale










  net of income taxes
              -
               -
                -
                -

  (198,525)


    (198,525)

Comprehensive income








 $4,821,135

Cash dividend, $.60 per share
              -
               -
                -
   (1,944,000)

            -















Balance, December 31, 1999
   1,620,000
   1,620,000
   17,290,000
   30,030,340

   279,994















Net income
              -
               -
                -
     5,624,558

            -


 $5,624,558

Stock split effected in the form









  of a 100% stock dividend
   1,620,000
   1,620,000
                -
   (1,620,000)

            -




Unrealized gain on investment










  securities available for sale










  net of income taxes
              -
               -
                -
                -

   216,717


      216,717

Comprehensive income








 $5,841,275

Cash dividend, $.61 per share
              -
               -
                -
   (1,976,400)

            -















Balance, December 31, 2000
   3,240,000
 $ 3,240,000
 $17,290,000
 $32,058,498

 $496,711







































































































The accompanying notes are an integral part of these financial statements.
4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries




Consolidated Statements of Cash Flows









Years Ended December 31,

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Cash flows from operating activities



  Interest received
 $ 19,291,291
 $ 17,649,136
 $17,484,837
  Fees and commissions received
     1,080,633
      1,029,416
        996,155
  Interest paid
    (5,780,554)
    (5,810,849)
   (6,312,142)
  Cash paid to suppliers and employees
    (5,371,499)
    (4,864,057)
   (4,932,100)
  Income taxes paid
    (2,954,290)
    (2,413,486)
   (2,556,102)

     6,265,581
      5,590,160
     4,680,648




Cash flows from investing activities



  Proceeds from maturities of investment securities
   49,458,000
    39,025,000
   45,815,000
  Purchase of investment securities held to maturity
  (35,978,105)
   (49,108,227)
  (62,741,560)
  Certificates of deposits purchased, net of maturities
        199,000
         245,000
           1,000
  Loans made, net of principal collected
  (16,744,775)
   (12,248,786)
     7,435,183
  Sale (purchase) of foreclosed real estate
                 -
          39,000
        (39,000)
  Purchases of and deposits on premises, equipment,



    software, and other intangibles
       (443,405)
       (776,547)
   (1,724,341)
  Proceeds from sale of equipment
              423
            2,400
                -

    (3,508,862)
   (22,822,160)
  (11,253,718)




Cash flows from financing activities



  Net increase (decrease) in



     Time deposits
     3,256,887
         452,474
     6,675,598
     Other deposits
  (10,056,547)
      7,655,693
   17,148,889
     Securities sold under agreements to repurchase
     3,113,671
                 -
                -
  Payments on capital lease and mortgage obligations
        (18,483)
           (3,587)
        (61,720)
  Dividends paid
    (1,976,400)
    (1,944,000)
   (1,053,000)

    (5,680,872)
      6,160,580
   22,709,767




Net increase (decrease) in cash and cash equivalents
    (2,924,153)
   (11,071,420)
   16,136,697




Cash and cash equivalents at beginning of year
   34,423,959
    45,495,379
   29,358,682
Cash and cash equivalents at end of year
 $ 31,499,806
 $ 34,423,959
 $45,495,379




































The accompanying notes are an integral part of these financial statements.
5
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries




Consolidated Statements of Cash Flows
(Continued)





Years Ended December 31,

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Reconciliation of net income to net cash provided by



   operating activities



    Net income
 $  5,624,558
 $   5,019,660
 $  4,697,014




   Adjustments to reconcile net income to net cash



      provided by operating activities



        Depreciation and amortization
        498,612
         418,403
        437,177
        Provision for credit losses
        174,080
            5,745
           1,175
        Deferred income taxes
        (20,599)
         (30,721)
        (40,160)
        Amortization of premiums and accretion of discounts, net
       (129,281)
       (291,392)
      (324,542)
        Charitable donation of property
                 -
         128,806
                -
        (Gain) loss on disposition of assets
            1,564
           (2,400)
           5,860
        Decrease (increase) in



           Accrued interest receivable
        (19,464)
         (19,464)
        (79,263)
           Other assets
        (73,960)
         135,690
        (55,313)
        Increase (decrease) in



           Accrued interest payable
          79,477
         (32,091)
         22,789
           Accrued income taxes
          47,328
          56,490
        (21,527)
           Other liabilities
          83,266
         201,434
         37,438

 $  6,265,581
 $   5,590,160
 $  4,680,648
















Noncash Activity



        Property acquired by issuance of debt
 $              -
 $      250,000
 $             -




























































The accompanying notes are an integral part of these financial statements.
6
</TABLE>


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 1.	Summary of Significant Accounting Policies

		The accounting and reporting policies reflected in the
financial statements conform to generally accepted accounting
principles and to general practices within the banking
industry.

		Calvin B. Taylor Bankshares, Inc. is a bank holding
company.  Its principal subsidiary, Calvin B. Taylor Banking
Company, is a financial institution operating primarily in
Worcester County, Maryland. The other subsidiary, Calvin B.
Taylor Bank of Delaware, is a financial institution operating
primarily in Sussex County, Delaware.  The Banks offer
deposit services and loans to individuals, small businesses,
associations and government entities.  Other services include
direct deposit of payroll and social security checks,
automatic drafts from accounts, automated teller machine
services, safe deposit boxes, money orders and travelers
cheques.  The Banks also offer credit card services and
discount brokerage services through correspondents.

		The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements.  These estimates and assumptions may
affect the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from these
estimates.

	Principles of consolidation
		The consolidated financial statements of Calvin B. Taylor
Bankshares, Inc. include the accounts of its wholly owned
subsidiaries, Calvin B. Taylor Banking Company and Calvin B.
Taylor Bank of Delaware.  All significant intercompany
balances and transactions have been eliminated in
consolidation.

	Cash equivalents
		For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks and
federal funds sold.  Federal funds are purchased and sold for
one-day periods.

	Investment securities
		As securities are purchased, management determines if the
securities should be classified as held to maturity or
available for sale.  Securities which management has the
intent and ability to hold to maturity are recorded at
amortized cost which is cost adjusted for amortization of
premiums and accretion of discounts to maturity.  Securities
classified as available-for-sale are recorded at fair value.

		Gains and losses on disposal are determined using the
specific-identification method.

	Premises and equipment
		Premises and equipment are recorded at cost less
accumulated depreciation.  Depreciation is computed under
both straight-line and accelerated methods over the estimated
useful lives of the assets.

	Intangible assets
		In 1998, the Company adopted Statement of Position 98-5 of
the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants, Reporting on the
Costs of Start-up Activities, which requires that start-up
costs and organization costs be expensed as incurred.  During
1998, the Company wrote off organization costs, all of which
were incurred prior to 1998.  Prior to 1998, organization
costs were amortized over five years.

		The Company amortizes software costs over their useful
lives using the straight-line method.

7


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 1.	Summary of Significant Accounting Policies (Continued)

	Loans and allowance for credit losses
		Loans are stated at face value less the allowance for
credit losses.  Interest on loans is credited to income based
on the principal amounts outstanding.  The accrual of
interest is discontinued when any portion of the principal or
interest is ninety days past due and collateral is
insufficient to discharge the debt in full.

		The allowance for credit losses is maintained at a level
deemed appropriate by management to provide adequately for
known and inherent risks in the loan portfolio.  The minimum
range of the allowance for loan losses is calculated by
applying risk-weighted percentages to loans based on their
delinquency and underlying collateral.  The portion of the
allowance that is a result of geographic and industry
concentrations and current economic conditions is not
allocated to specific loans.  At December 31, 2000, the
allowance included approximately $1,040,000 that was not
allocated to specific loans.  Management has historically
maintained the allowance at a level of approximately 1.30% to
1.35% of gross loans.

		If the current economy or real estate market were to
suffer a severe downturn, the estimate for uncollectible
accounts would need to be increased.  Loans which are deemed
to be uncollectible are charged off and deducted from the
allowance.  The provision for credit losses and recoveries on
loans previously charged off are added to the allowance.

		Loans are considered impaired when, based on current
information, management considers it unlikely that collection
of principal and interest payments will be made according to
contractual terms.  Generally, loans are not reviewed for
impairment until the accrual of interest has been
discontinued.

	Advertising
		Advertising costs are expensed as incurred.

	Income taxes
		The provision for income taxes includes taxes payable for
the current year and deferred income taxes.  Deferred income
taxes are provided for the temporary differences between
financial and taxable income.  Tax expense and tax benefits
are allocated to the banks and company based on their
proportional share of taxable income.

	Per share data
		Earnings per common share and dividends per common share
are determined by dividing net income and dividends by the
3,240,000 shares outstanding, giving retroactive effect to
the stock dividends distributed.

2.	Cash and Due From Banks

		The Company normally carries balances with other banks
that exceed the federally insured limit.  The average
balances carried in excess of the limit, including unsecured
federal funds sold to the same banks, were  $27,192,359 for
2000, $25,041,212 for 1999, and $26,371,278 for 1998.

		Banks are required to carry noninterest-bearing cash
reserves at specified percentages of deposit balances. The
Company's normal amount of cash on hand and on deposit with
other banks is sufficient to satisfy the reserve
requirements.


8


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 3.	Investment Securities
		Investment securities are summarized as follows:
<TABLE>
<CAPTION>

Amortized
Unrealized
Unrealized
Market

       cost
      gains

    losses
     value
<S>
<C>
<C>
<C>
<C>
December 31, 2000




Available for sale




  U.S. Treasury
 $  1,993,753
 $434,367
 $         -
 $  2,428,120
  Equity
     1,249,941
   374,873
            -
     1,624,814

 $  3,243,694
 $809,240
 $         -
 $  4,052,934





Held to maturity




  U.S. Treasury
 $47,422,577
 $285,916
 $  37,823
 $47,670,670
  U.S. Government agency
   18,650,177
     97,563
       1,412
   18,746,328
  State and municipal
   10,200,804
     16,051
     22,920
   10,193,935

 $76,273,558
 $399,530
 $  62,155
 $76,610,933





December 31, 1999




Available for sale




  U.S. Treasury
 $  1,993,463
 $115,297
 $         -
 $  2,108,760
  Equity
        952,467
   346,869
       6,000
     1,293,336

 $  2,945,930
 $462,166
 $    6,000
 $  3,402,096
Held to maturity




  U.S. Treasury
 $66,466,632
 $    7,153
 $386,382
 $66,087,403
  U.S. Government agency
   10,649,787
            -
   119,085
   10,530,702
  State and municipal
   12,805,516
          785
     71,893
   12,734,408

 $89,921,935
 $    7,938
 $577,360
 $89,352,513











December 31, 1998




Available for sale




  U.S. Treasury
 $  1,993,174
 $487,625
 $         -
 $  2,480,799
  Equity
        224,363
   291,975
           -
       516,338

 $  2,217,537
 $779,600
 $         -
 $  2,997,137
Held to maturity




  U.S. Treasury
 $ 64,826,398
 $504,666
 $  14,311
 $65,316,753
  U.S. Government agency
     1,000,000
          157
         469
       999,688
  State and municipal
   14,449,313
     87,156
      3,955
   14,532,514

 $ 80,275,711
 $591,979
 $  18,735
 $80,848,955
</TABLE>




9


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 3.	Investment Securities (Continued)

		The amortized cost and estimated market value of debt
securities, by contractual maturity and the amount of pledged
securities, follow.  Actual maturities may differ from
contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>

     December 31, 2000
     December 31, 1999
     December 31, 1998

Amortized
Market
Amortized
Market
Amortized
Market

      cost
   value
      cost
   value
      cost
   value
<S>
<C>
<C>
<C>
<C>
<C>
<C>
Available for sale due






  After ten years
 $     1,993,753
 $     2,428,120
 $     1,993,463
 $     2,108,760
 $     1,993,174
 $     2,480,799







Held to maturity due






  In one year or less
 $  45,333,736
 $  45,313,048
 $  49,004,373
 $  48,908,330
 $  33,406,599
 $  33,531,104
  After one year






    through five years
      30,939,822
      31,297,885
      40,917,562
      40,444,183
      46,869,112
      47,317,851

 $  76,273,558
 $  76,610,933
 $  89,921,935
 $  89,352,513
 $  80,275,711
 $  80,848,955







Pledged securities
 $  19,985,861
 $  20,097,350
 $     4,592,597
 $     4,562,493
 $     5,094,242
 $     5,150,876
 </TABLE>
		Investments are pledged to secure deposits of federal and
local governments.  Pledged securities also serve as
collateral for securities sold under agreements to
repurchase.

 4.	Lines of Credit

		The Company has available lines of credit, including
overnight federal funds, reverse repurchase agreements and
letters of credit, totaling $19,000,000 as of December 31,
2000, $19,000,000 as of December 31, 1999, and $15,000,000 as
of December 31, 1998.

 5.	Loans and Allowance for Credit Losses

		Major classifications of loans are as follows:

<TABLE>
<CAPTION>

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Demand and time
 $   15,588,946
 $   17,825,019
 $   16,253,621
Mortgage
    148,468,890
    130,378,776
    118,837,336
Construction
       1,540,376
          824,071
       1,795,952
Installment
       5,165,742
       5,054,669
       4,950,912

    170,763,954
    154,082,535
    141,837,821
Allowance for credit losses
       2,192,755
       2,082,031
       2,080,358
Loans, net
 $ 168,571,199
 $ 152,000,504
 $ 139,757,463
</TABLE>




10


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 5.	Loans and Allowance for Credit Losses (Continued)

		The rate repricing distribution of the loan portfolio
follows:


      2000
      1999
      1998
Immediately
 $ 165,596,389
 $ 149,036,842
 $ 136,750,569
Within one year
          425,689
          302,886
          522,434
Over one to five years
       4,114,779
       4,258,632
       4,223,521
Over five years
          627,097
          484,175
          341,297

 $ 170,763,954
 $ 154,082,535
 $ 141,837,821


		Outstanding loan commitments and letters of credit are as
follows:
Loan commitments



  Construction and land development
 $     2,964,536
 $     9,486,899
 $     1,470,375
  Other
       3,192,350
       4,843,120
       6,012,019

 $     6,156,886
 $   14,330,019
 $     7,482,394

Standby letters of credit



  Secured by deposits
 $     1,229,669
 $     1,380,593
 $     1,200,650
  Other
          182,883
          123,648
          187,215

 $     1,412,552
 $     1,504,241
 $     1,387,865


		Loan commitments are agreements to lend to customers as
long as there is no violation of any conditions of the
contracts.  Loan commitments generally have interest at
current market rates, fixed expiration dates, and may require
payment of a fee.

		Letters of credit are commitments issued to guarantee the
performance of a customer to a third party.

		Loan commitments and letters of credit are made on the
same terms, including collateral, as outstanding loans.  The
Company's exposure to credit loss in the event of
nonperformance by the borrower is represented by the contract
amount of the commitment.

		The Company makes loans to customers located primarily in
the Delmarva region.  Although the loan portfolio is
diversified, its performance will be influenced by the
economy of the region.












11


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 5.	Loans and Allowance for Credit Losses (Continued)

		Transactions in the allowance for credit losses were as
follows:
<TABLE>
<CAPTION>

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Beginning balance
 $     2,082,031
 $     2,080,358
 $     2,080,798
Provision charged to operations
          174,080
              5,745
              1,175
Recoveries
              3,744
            14,823
            14,479

       2,259,855
       2,100,926
       2,096,452
Loans charged off
            67,100
            21,884
            13,105

       2,192,755
       2,079,042
       2,083,347
Change in allowance related to loan commitments
                   -
            (2,989)
              2,989
Ending balance
 $     2,192,755
 $     2,082,031
 $     2,080,358
</TABLE>
		Amounts past due 90 days or more, and still accruing
interest, are as follows:
<TABLE>
<S>
<C>
<C>
<C>
Demand and time
 $         39,576
 $         50,371
 $       303,500
Mortgage
          263,237
                   -
          194,622
Installment
            18,296
              1,346
              6,887

 $       321,109
 $         51,717
 $       505,009
</TABLE>
		Management has identified no impaired or nonaccrual loans
at December 31, 2000, 1999, and 1998.

 6.	Premises and Equipment

		A summary of premises and equipment and the related
depreciation is as follows:
<TABLE>
<CAPTION>

Estimated useful
life
      2000
      1999
      1998
<S>
<C>
<C>
<C>
<C>
Land

 $1,891,950
 $1,891,950
 $2,506,475
Premises
5 - 50 years
   4,645,138
   4,602,879
   4,253,722
Furniture and equipment
5 - 40 years
   3,742,681
   3,678,167
   2,875,819


 10,279,769
 10,172,996
   9,636,016
Accumulated depreciation

   4,659,291
   4,314,068
   4,105,450
Net premises and equipment

 $5,620,478
 $5,858,928
 $5,530,566





Depreciation expense

 $   436,608
 $   398,682
 $   340,304
</TABLE>

		Real estate with an original cost of $250,000 is pledged
to secure a note payable with balances of $231,517 and
$246,413 as of December 31, 2000 and 1999, respectively.







12


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 7.	Lease Commitments

		The Company leases the land on which the Route 50 branch
is located and the branch office in South Pocomoke.  Lease
obligations will require payments as follows:






Minimum


   Period

  rentals







2001

 $  28,162


2002

     28,162


2003

     15,000


2004

     15,000


2005

     15,000


Remaining years

     55,000




 $156,324

			The Route 50 lease expires August 31, 2009.

		The South Pocomoke lease provides for an increase in rent
every five years based on the consumer price index.  The
lease expires January 1, 2003.  The leased branch office in
South Pocomoke has been consolidated into another Pocomoke
branch.  The current leased facilities are being used as
storage until more suitable storage is found.  All costs
associated with the properties, including real estate taxes,
are obligations of the Company.

 8.	Deposits

		Major classifications of interest-bearing deposits are as
follows:
<TABLE>
<CAPTION>

       2000
       1999
       1998
<S>
<C>
<C>
<C>
Money market
 $  34,896,077
 $  52,985,409
 $  57,683,937
Savings and NOW
     73,967,825
     76,458,281
     66,606,783
Other time
     73,387,347
     70,130,460
     69,677,986

 $182,251,249
 $199,574,150
 $193,968,706
</TABLE>

		Included in other time deposits are certificates of
deposit of $100,000 or more with the following maturities:
<TABLE>
<S>
<C>
<C>
<C>
Three months or less
 $    4,423,581
 $    1,394,088
 $    3,962,747
Over three through twelve months
       6,795,644
       9,356,422
       9,453,247
Over one through five years
       3,961,211
       2,067,556
       1,181,142

 $  15,180,436
 $  12,818,066
 $  14,597,136




Interest expense
 $       680,474
 $       550,206
 $       646,110
</TABLE>


13


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


 9.	Mortgage Obligation


		The Company purchased real estate, financing 100% of the
purchase price.  The 6% mortgage has a final maturity of
September, 2011.

		Maturities of this mortgage are as follows:
	<TABLE>
<S>
<C>
<C>
<C>
<C>

2001


 $  15,815

2002


     16,790

2003


     17,826

2004


     18,925

2005


     20,092

Remaining years


   142,069




 $231,517
</TABLE>
10.	Securities Sold Under Agreements to Repurchase

	The Bank has repurchase agreements that are collateralized
by government agency securities owned by the Bank.  During
the year ended December 31, 2000, the following applied to
these repurchase agreements:
<TABLE>
<CAPTION>

2000
<S>
<C>
Maximum month-end amount outstanding
 $4,557,860
Average amount outstanding
   1,610,688
Average rate paid during the year
1.45%
Investment securities underlying the agreements at year end

  Carrying value
 13,988,545
  Estimated fair value
 14,105,150
	</TABLE>

11.	Profit Sharing and Pension Plans

		In 1999, the Company adopted a defined contribution profit
sharing plan under Section 401(k) of the Internal Revenue
Code.  The plan covers substantially all of the employees and
allows discretionary Company contributions.  The Board of
Directors approved contributions of 3% of employee salaries
and an additional matching of 50% of employee contributions
to a maximum of 6% of the employee wages.

		The Company terminated its defined benefit pension plan
during 1999.  The plan covered substantially
	all of the employees.  Benefits were based on years of
service and the employee's average rate of earnings for the
final five full years before retirement.  The total cost of
the pension and profit sharing plans for 2000, 1999, and
1998, were $119,307, $155,869, and $115,840, respectively.














14


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


12.	Other Operating Expenses


		The components of other operating expenses follow:
<TABLE>
<CAPTION>

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Amortization of intangible assets
 $     62,005
 $     19,721
 $       6,064
Advertising
      132,784
      146,341
      141,736
Business and product development
        57,055
        57,649
      118,252
Courier service
        99,466
        93,968
        78,900
Deposit insurance
        35,157
        37,917
        19,499
Director fees
        72,575
        64,120
        71,170
Dues, donations, and subscriptions
      107,114
        83,105
        64,451
Donated real property
              -
      128,806
              -
Freight
        62,411
        57,879
        60,697
Liability insurance
        61,649
        64,686
        68,460
Postage
      145,325
      155,092
      154,295
Professional fees
        62,660
        61,538
        82,128
Stationery and supplies
      261,733
      309,727
      266,527
Telephone
        82,256
        82,466
        72,682
ATM fees
      123,398
      110,791
        84,720
Miscellaneous
      202,957
      173,387
      142,279

 $1,568,545
 $1,647,193
 $1,431,860
</TABLE>
13.	Income Taxes

		The components of income tax expense, including taxes
related to the change in accounting method for organization
costs, are as follows:

		The components of the deferred tax benefit are as follows:

15


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


13.	Income Taxes (Continued)

		The components of the net deferred tax assets are as
follows:
<TABLE>
<CAPTION>

      2000
      1999
      1998
<S>
<C>
<C>
<C>
Current



  Federal
 $2,674,450
 $2,369,389
 $2,218,578
  State
      327,168
      254,460
      262,981

   3,001,618
   2,623,849
   2,481,559
Deferred
      (20,599)
      (30,721)
      (40,160)

 $2,981,019
 $2,593,128
 $2,441,399
</TABLE>

		Components of the deferred tax benefit are as follows:
<TABLE>
<CAPTION>

    2000
    1999
    1998
<S>
<C>
<C>
<C>
Provision for credit losses
 $   (40,495)
 $         243
 $        (400)
Pension expense
              -
      (13,973)
              -
Depreciation
        13,987
      (35,808)
        (7,511)
Discount accretion
        (1,656)
         2,795
      (12,412)
Health insurance premium deposits
              27
         8,486
         4,837
Organization costs
         7,538
         7,536
      (24,674)

 $   (20,599)
 $   (30,721)
 $   (40,160)
</TABLE>

		Components of the net deferred tax assets are as follows:
<TABLE>
<CAPTION>

2000
1999
1998
<S>
<C>
<C>
<C>
Deferred tax asset



  Allowance for credit losses
 $   603,025
 $   562,530
 $   562,773
  Health insurance premium
deposits
              -
              27
         8,513
  Organization costs
         9,600
        17,138
        24,674

      612,625
      579,695
      595,960




Deferred tax liabilities



  Depreciation
      182,950
      168,963
      204,771
  Pension
              -
              -
        13,973
  Discount accretion
         9,920
        11,576
         8,781
  Unrealized gain on securities
available for sale
      312,528
      176,170
      301,081

      505,398
      356,709
      528,606

 $   107,227
 $   222,986
 $     67,354
</TABLE>

		A reconciliation of the provision for taxes on income from
the statutory federal income tax rates to the effective
income tax rates follows:
	<TABLE>
<S>
<C>
<C>
<C>
<C>
<C>
<C>
Statutory federal income tax rate
           34.0
%
           34.0
%
       34.0
 %
Increase (decrease) in tax rate resulting from






  Tax-exempt income
            (1.9)


(2.0)

       (2.2)

  State income taxes net of federal income
tax benefit
             2.5

             2.1

         2.4


           34.6
%
           34.1
%
       34.2
 %
	</TABLE>

















16


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


14.	Fair Value of Financial Instruments

		The estimated fair values of the Company's financial
instruments are summarized below.  The fair values of a
significant portion of these financial instruments are
estimates derived using present value techniques prescribed
by the FASB and may not be indicative of the net realizable
or liquidation values.  The calculation of estimated fair
values is based on market conditions at a specific point in
time and may not reflect current or future fair values.
<TABLE>
<CAPTION>

      December 31, 2000
        December 31, 1999

        December 31, 1998


Carrying
Fair
Carrying
Fair
Carrying
Fair

     amount
     value
     amount
     value
     amount
     value
<S>
<C>
<C>
<C>
<C>
<C>
<C>
Financial assets






  Cash and due from






   banks
 $  13,332,279
 $13,479,427
 $  18,546,576
 $18,660,884
 $  12,157,944
 $12,284,957
  Federal funds sold
    18,167,527
   18,167,527
    15,877,383
   15,877,383
    33,337,435
   33,337,435
  Interest-bearing






   deposits
         784,000
        784,116
         983,000
        979,200
      1,228,000
     1,236,676
  Investment






   securities
    80,326,492
   80,663,867
    93,324,031
   92,754,609
    83,272,848
   83,846,092
  Loans, net
   168,571,199
 168,610,107
   152,000,504
 151,961,767
   139,757,463
 139,771,766
  Accrued interest






   receivable
      1,948,199
     1,948,199
      1,928,735
     1,928,735
      1,869,686
     1,869,686







Financial liabilities






  Noninterest-bearing






   deposits
 $  49,674,943
 $49,674,943
 $  39,151,702
 $39,151,702
 $  36,648,979
 $36,648,979
  Interest-bearing






   deposits
   182,251,249
 182,263,290
   199,574,150
 199,607,450
   193,968,706
 194,296,343
  Mortgage obligation
         231,517
        210,648
         246,413
        246,413
                  -
                -
  Accrued interest






   payable
         503,519
        503,519
         424,042
        424,042
         456,133
        456,133
</TABLE>
		The fair value of silver coin included with cash is
determined based on quoted market prices.

		The fair value of interest-bearing deposits with other
financial institutions is estimated based on quoted interest
rates for certificates of deposit with similar remaining
terms.

		The fair values of equity securities are determined using
market quotations.  The fair values of debt securities are
estimated using a matrix that considers yield to maturity,
credit quality, and marketability.










17


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


14.	Fair Value of Financial Instruments (Continued)

		The fair value of fixed-rate loans is estimated to be the
present value of scheduled payments discounted using interest
rates currently in effect for loans of the same class and
term.  The fair value of variable-rate loans, including loans
with a demand feature, is estimated to equal the carrying
amount.  The valuation of loans is adjusted for possible loan
losses.

		The fair value of interest-bearing checking, savings, and
money market deposit accounts is equal to the carrying
amount.  The fair value of fixed-rate time deposits is
estimated based on interest rates currently offered for
deposits of similar remaining maturities.

		It is not practicable to estimate the fair value of
outstanding loan commitments, unused lines, and letters of
credit.

15.	Related Party Transactions

		The executive officers and directors of the Company enter
into loan transactions with the Banks in the ordinary course
of business.  The terms of these transactions are similar to
the terms provided to other borrowers entering into similar
loan transactions.

		The Company obtains legal services from a law firm in
which one of the principal attorneys is also a member of the
Board of Directors.  Fees charged for these services are at
similar rates charged by unrelated law firms for similar
legal work.  Amounts paid to this related party totaled
$1,805 and $3,746 during the years ended December 31, 2000
and 1999.

<TABLE>
<CAPTION>

    2000
    1999
    1998
<S>
<C>
<C>
<C>
Beginning balance
 $  9,231,028
 $8,641,536
 $9,466,973
Advances
     5,356,617
   3,095,000
   3,034,421

   14,587,645
 11,736,536
 12,501,394
Repayments
     3,567,151
   1,624,714
   3,836,363
Other changes
   (1,272,750)
      880,794
        23,495
Ending balance
 $12,293,244
 $9,231,028
 $8,641,536
</TABLE>














18


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


16.	Capital Standards

		The Federal Reserve Board and the Federal Deposit
Insurance Corporation have adopted risk-based capital
standards for banking organizations.  These standards require
ratios of capital to assets for minimum capital adequacy and
to be classified as well capitalized under prompt corrective
action provisions.  The capital ratios and minimum capital
requirements of the Company are as follows:

<TABLE>
<CAPTION>



Minimum
To be well

Actual
capital adequacy
capitalized
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
<S>
<C>
<C>
<C>
<C>
<C>
<C>
           December 31, 2000





Total capital






  (to risk weighted assets)
  54,451
36.6%
  11,897
8.0%
  14,871
10.0%
Tier 1 capital






  (to risk-weighted assets)
  52,588
35.4%
   5,948
4.0%
   8,923
6.0%
Tier 1 capital






  (to average fourth quarter assets)
  52,588
18.2%
  11,806
4.0%
  14,757
5.0%







           December 31, 1999





Total capital






  (to risk weighted assets)
  50,589
38.4%
  10,520
8.0%
  13,150
10.0%
Tier 1 capital






  (to risk-weighted assets)
  48,940
37.1%
   5,260
4.0%
   7,890
6.0%
Tier 1 capital






  (to average fourth quarter assets)
  48,940
17.5%
  11,691
4.0%
  14,614
5.0%







           December 31, 1998





Total capital






  (to risk weighted assets)
  47,413
38.4%
   9,873
8.0%
  12,342
10.0%
Tier 1 capital






  (to risk-weighted assets)
  45,864
37.2%
   4,937
4.0%
   7,405
6.0%
Tier 1 capital






  (to average fourth quarter assets)
  45,864
17.5%
  10,513
4.0%
  13,142
5.0%
</TABLE>

		Tier 1 capital consists of capital stock, additional paid
in capital, and retained earnings.  Total capital includes a
limited amount of the allowance for credit losses.  In
calculating risk-weighted assets, specific risk percentages
are applied to each category of asset and off-balance sheet
items.

		Failure to meet the capital requirements could affect the
Company's ability to pay dividends and accept deposits, and
may significantly affect the operations of the Company.

		In the most recent regulatory report, the Company was
determined to be well capitalized.  Management has no plans
which should change the classification of the capital
adequacy.







19


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


17.	Parent Company Financial Information
<TABLE>
<CAPTION>

December 31,
Balance Sheets
      2000
      1999
      1998
Assets
<S>
<C>
<C>
<C>
Cash and due from banks
 $         9,110
 $     151,751
 $       57,056
Interest-bearing deposits
          75,505
        100,000
        500,000
Securities available for sale
     1,624,814
     1,293,336
        516,338
Investment in subsidiary banks
   49,806,120
   46,061,690
   43,609,263
Premises and equipment
     1,609,939
     1,639,139
     1,668,338
Other assets
          22,445
          18,241
           8,721
          Total assets
 $53,147,933
 $49,264,157
 $46,359,716




Liabilities and Stockholders' Equity
Liabilities



  Deferred income taxes
 $       62,724
 $       43,823
 $       16,517
Stockholders' equity



  Common stock
     3,240,000
     1,620,000
     1,620,000
  Additional paid-in capital
   17,290,000
   17,290,000
   17,290,000
  Retained earnings
   32,058,498
   30,030,340
   26,954,680
  Accumulated other comprehensive income
        496,711
        279,994
        478,519
          Total stockholders' equity
   53,085,209
   49,220,334
   46,343,199
          Total liabilities and stockholders' equity
 $53,147,933
 $49,264,157
 $46,359,716
</TABLE>



<TABLE>
<CAPTION>




Years Ended December 31,
Statements of Income
      2000
      1999
      1998
<S>
<C>
<C>
<C>
Interest revenue
 $         3,690
 $       10,240
 $       33,467
Dividend revenue
          25,676
          19,264
          15,890
Dividends from subsidiaries
     2,076,400
     2,344,000
     1,803,000
Equity in undistributed income of subsidiaries
     3,548,585
     2,680,964
     2,906,079
Rental income
           2,700
           2,925
           2,700

     5,657,051
     5,057,393
     4,761,136
Expenses



  Occupancy
          24,898
          31,570
           8,027
  Furniture and equipment
           1,904
           3,423
           2,280
  Other
          15,168
          12,418
          65,760

          41,970
          47,411
          76,067




Income before income taxes
     5,615,081
     5,009,982
     4,685,069
Income taxes (benefit)
          (9,477)
          (9,678)
        (11,945)
Net income
 $  5,624,558
 $  5,019,660
 $  4,697,014
</TABLE>


20


<PAGE>
Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements

17.	Parent Company Financial Information (Continued)
<TABLE>
<CAPTION>

Years Ended December 31,

      2000

      1999

      1998

<S>
<C>
<C>
<C>
Statements of Cash Flows



Cash flows from operating activities



  Interest and dividends received
 $ 2,105,906
 $ 2,375,011
 $ 1,852,499
  Rental payments received
          2,700
          2,925
          2,700
  Cash paid for operating expenses
       (19,969)
       (18,211)
       (35,660)
  Income taxes refunded
        18,101
          7,074
             808

    2,106,738
    2,366,799
    1,820,347
Cash flows from investing activities



  Organization costs reimbursed
               -
               -
        58,912
  Purchase of premises and equipment
               -
               -
     (800,637)
  Purchase of equity securities
     (297,474)
     (728,104)
     (224,363)
  Redemption of certificate of deposit
       100,000
       400,000
               -

     (197,474)
     (328,104)
     (966,088)
Cash flows from financing activities



  Dividends paid
  (1,976,400)
  (1,944,000)
  (1,053,000)
Net increase (decrease) in cash
       (67,136)
        94,695
     (198,741)




Cash at beginning of year
       151,751
        57,056
       255,797
Cash at end of year
 $      84,615
 $    151,751
 $      57,056








Reconciliation of net income to net cash



   provided by operating activities



    Net income
 $ 5,624,558
 $ 5,019,660
 $ 4,697,014
    Adjustments to reconcile net income to net



       cash used in operating activities



        Undistributed net income of subsidiary
  (3,548,585)
  (2,680,964)
  (2,906,079)
        Amortization and depreciation
        29,200
        29,200
        38,320
        Increase (decrease) in deferred income taxes



          and other liabilities
          5,769
          8,423
         (2,784)
        Decrease (increase) in other assets
         (4,204)
         (9,520)
         (6,124)

 $ 2,106,738
 $ 2,366,799
 $ 1,820,347
</TABLE>







21


<PAGE>

Calvin B. Taylor Bankshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements


18.	Quarterly Results of Operations (Unaudited)
<TABLE>
<CAPTION>

Three months ended

December 31,

September 30,
June 30,

March 31,
<S>
<C>


<C>

<C>

<C>
2000








Interest revenue
 $ 5,059,947


 $ 5,056,443

 $ 4,678,198

 $ 4,645,448
Interest expense
    1,527,302


    1,498,739

    1,400,906

    1,433,084
Net interest income
    3,532,645


    3,557,704

    3,277,292

    3,212,364
Provision for credit losses
        68,000


        23,000

        41,000

        42,080
Net income
    1,438,189


    1,583,917

    1,306,325

    1,296,127
Comprehensive income
    1,502,283


    1,665,605

    1,308,822

    1,364,565
Earnings per share
 $0.44


 $0.49

 $0.40

 $0.40


















1999








Interest revenue
 $ 4,607,224


 $ 4,669,910

 $ 4,410,901

 $ 4,311,541
Interest expense
    1,439,769


    1,439,279

    1,407,424

    1,492,286
Net interest income
    3,167,455


    3,230,631

    3,003,477

    2,819,255
Provision for credit losses
         (7,980)


          8,670

          4,355

             700
Net income
    1,273,784


    1,402,034

    1,299,830

    1,044,012
Comprehensive income
    1,611,696


    1,200,713

    1,111,686

       897,040
Earnings per share
 $0.39


 $0.43

 $0.40

 $0.32


















1998








Interest revenue
 $ 4,543,201


 $ 4,622,908

 $ 4,371,535

 $ 4,317,531
Interest expense
    1,624,594


    1,660,900

    1,520,731

    1,495,239
Net interest income
    2,918,607


    2,962,008

    2,850,804

    2,822,292
Provision for credit losses
               -


          1,175

               -

               -
Net income
    1,117,550


    1,292,315

    1,133,473

    1,153,676
Comprehensive income
    1,057,343


    1,424,048

    1,187,829

    1,149,962
Earnings per share
 $0.34


 $0.40

 $0.35

 $0.36
</TABLE>














22


<PAGE>






















































This statement has not been reviewed, or confirmed for accuracy
or relevance,
by the Federal Deposit Insurance Corporation.

23


Calvin B. Taylor Bankshares, Inc.
24 North Main Street, Berlin, Maryland 21811
(410) 641-1700



								July 17, 2001


Mr. John P. Nolan
Senior Staff Accountant
U. S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Re:	Calvin B. Taylor Bankshares, Inc.
	Form 10-KSB filed March 26, 2001
	File No. 33-99762

Dear Mr. Nolan:

	In response to your letter dated June 21, 2001, we are
submitting this Form 10-KSB/A as of the date of this letter.
Below are specific responses to your comments:

General
1.	We have followed the instructions of SEC technical support
personnel to revise the presentation of columnar numerical data
so that the columns appear adjacent to the appropriate textual
information.
2.	We understand that you may perform a full review of this or any
other periodic filing which we submit.

Signatures
3.	As Chief Financial Officer, I have signed this filing in that
capacity, as well as in the capacity of Director.

Other
4.	After discussion with SEC technical and file support personnel,
you have agreed to accept this filing without the requested page
number references throughout.

We appreciate your assistance throughout this process.  Please
contact Mrs. Jennifer G. Hawkins at the above address with any
further questions.

								Sincerely,


								/s/ William H. Mitchell
								William H. Mitchell,
								Chief Financial Officer







2