<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
 [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                   For the fiscal year ended December 31, 1999

 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                        Commission file number: 000-24561

                         RESOURCE BANKSHARES CORPORATION
                         -------------------------------
             (Exact name of Registrant as specified in its charter)

   Virginia                                          54-1904386
   --------                                          ----------
   (State or other jurisdiction of                   (IRS Employer
   incorporation or organization)                    Identification No.)


        3720 Virginia Beach Blvd., Virginia Beach, Virginia   23452
        -------------------------------------------------------------
        (Address of principal executive offices)           (Zip Code)

        Registrant's telephone number, including area code: 757-463-2265

        Securities registered pursuant to Section 12(b) of the Act: None

               Securities registered pursuant to Section 12(g) of
                     the Act: Common Stock, $1.50 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K,  or any  amendment to
this Form 10-K. [ ]

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  based on the closing sale price on March 14, 2000 as reported in The
Wall  Street  Journal,  was  $19,943,030.  For  the  purpose  of  the  foregoing
calculation only,  directors and executive  officers of the registrant have been
deemed affiliates.

The number of shares outstanding of the registrant's common stock as of March 3,
2000:2,555,579.

                       Documents Incorporated by Reference

In accordance with General Instruction G(3) of Form 10-K, the information called
for in Part III is  incorporated by reference from the Company's Proxy Statement
to be filed no later than April 29, 2000, in connection  with the Company's 2000
Annual Meeting of Shareholders.
<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>

PART I .........................................................................  3
<S> <C>
         Item 1.  Business .......................................................3
         Item 2.  Properties  ...................................................17
         Item 3.  Legal Proceedings .............................................17
         Item 4.  Submission of Matters to a Vote of Security Holders ...........18

PART II ........................................................................ 19

         Item 5.  Market for Registrants Common Stock and
                           Related Stockholder Matters........................   19
         Item 6.  Selected Consolidated Financial Data     ...................   20
         Item 7.  Management's Discussion and Analysis of
                           Financial Condition
                           and Results of Operations .........................   22
         Item 7a. Quantitative and Qualitative Disclosures
                           about Market Risk  ................................   26
         Item 8.  Financial Statements and Supplementary Data ................   27
         Item 9.  Changes in and Disagreements with Accountants
                           on Accounting and Financial Disclosure  ............  27

PART III.......................................................................  27

         Item 10. Directors and Executive Officers of the Registrant  .........  27
         Item 11. Executive Compensation  .....................................  27
         Item 12. Security Ownership of Certain Beneficial Owners
                            and Management  ...................................  28
         Item 13. Certain Relationships and Related Transactions   ............  28

PART IV .......................................................................  28

         Item 14. Exhibits, Financial Statements, Schedules and
                            Reports of Form 8-K ...............................  28


</TABLE>

                                       2
<PAGE>

PART I

         In  addition  to  historical  information,   the  following  discussion
contains forward looking  statements that are subject to risks and uncertainties
that could cause the Company's  actual results to differ  materially  from those
anticipated.  These forward looking statements include,  but are not limited to,
statements  regarding the Company's  management of credit risk,  credit policies
generally,  allowances  for loan losses,  and the affect of increasing  interest
rates on the Company's profitability.  Several factors,  including the local and
national  economy,  and the demand for  residential  mortgage loans could have a
material affect on the Company's anticipated results.  Readers are cautioned not
to place undue  reliance on these  forward  looking  statements,  which  reflect
management's analysis only as of the date of this document.

Item 1. Business

         Resource   Bankshares   Corporation   (the   "Company"),   a   Virginia
corporation,  was  established in 1998 and is  headquartered  in Virginia Beach,
Virginia.  The  Company  was  capitalized  as the  result of a two for one share
exchange with Resource Bank (the "Bank"),  a Virginia state chartered bank. In a
share exchange,  the  shareholders of the Bank exchanged each of their shares of
Bank common stock for two shares of the  Company's  common  stock,  and the Bank
became a wholly owned subsidiary of the Company.  The Company conducts virtually
all of its  business  through the Bank.  In this Form 10-K,  the term  "Company"
refers to Resource Bankshares Corporation and Resource Bank collectively, unless
the context otherwise requires.

         The Bank opened for  business  September  1, 1988.  After four years of
initial losses the Bank was  recapitalized,  and a new  management  team and new
Board of  Directors  took  control  January 1, 1993.  Headquartered  in Virginia
Beach,  the Bank  operates  five  full  service  banking  offices  - one each in
Virginia Beach,  Chesapeake,  Newport News,  Herndon and Reston,  Virginia.  The
Herndon and Reston branches were acquired in December 1997 when Eastern American
Bank, FSB (Eastern American) merged with the Bank. All bank branches now operate
under the name Resource Bank. Prior to the  acquisition,  the Bank operated only
one  banking  office in  Virginia  Beach.  The branch  location  in  Chesapeake,
Virginia,  opened  during  the  second  quarter  of 1999 and the  Newport  News,
Virginia  branch opened  during the first  quarter of 2000.  The Bank also began
offering  online  banking  services,  providing  customers  with the  ability to
conduct banking business via a personal computer or other secure browser-enabled
device 24 hours per day through its Internet  site,  during the first quarter of
2000.

         The  Bank  serves  customers  throughout  Virginia,  providing  banking
services  primarily to individuals and businesses located in south Hampton Roads
in southeast Virginia, and Fairfax County in northern Virginia. The Bank markets
its services to consumers,  small to medium sized  businesses  and  professional
people and emphasizes personal relationship banking. A full range of services is
offered  including  checking and savings  accounts,  certificates of deposit and
charge cards, as well as services  typically  associated with larger banks, such
as sweep account capacity, automatic reconcilement,  and corporate credit cards.
The Bank is a Preferred  Lender under the Small  Business  Administration  (SBA)
program in both the  Richmond,  Virginia and  Washington,  DC SBA  districts and
ranked  number  four in loan  volume (29 loans  totaling  $5.9  million)  in the
Richmond district in fiscal year 1999.

         The Bank's mortgage division originates  residential one to four family
unit  mortgage  loans and sells  them to  investors  in the  national  secondary
market.  During 1999,  the Bank  originated and sold mortgage loans in excess of


                                       3
<PAGE>

$286  million.  The  mortgage  division  originates  loans  from the  four  bank
locations  as well as from its  mortgage  offices in Virginia  Beach,  Richmond,
Chesapeake,  Reston,  and Bowie,  MD.  Additionally,  the Bank originates  loans
throughout the southwestern United States through its wholesale  operations,  as
well as through its participation in a limited liability company specializing in
relocation  services.  Mortgage closing and shipping operations are conducted at
the mortgage division office in Virginia Beach, Virginia.

                                       4
<PAGE>

  Average Balances, Interest Income and Expenses, and Average Yields and Rates

The following table sets forth average balances of total interest earning assets
and total interest bearing  liabilities for the periods  indicated,  showing the
average  distribution  of  assets,  liabilities,  stockholders'  equity  and the
related income, expense and corresponding weighted-average yields and costs.

                             Year ended December 31
                             ----------------------
<TABLE>
<CAPTION>

                                      1999                          1998                          1997
                           ---------------------------   ---------------------------   ---------------------------
                           Average    Income/  Yield/    Average    Income/  Yield/    Average    Income/  Yield/
                           Balance(1) Expense  Rate(2)   Balance(1) Expense  Rate(2)   Balance(1) Expense  Rate(2)
                           ---------- -------  -------   ---------- -------  -------   ---------- -------  -------
                             (Dollars in thousands)
<S> <C>
Assets
Interest Earning Assets:
         Securities          $ 21,791    1,468   6.74%   $ 12,386  $   712    5.75%  $ 15,935  $ 1,009   6.33%
         Loans(3)             217,598   18,072   8.31%    168,271   15,352    9.12%    93,839    8,316   8.86%
         Interest bearing
          deposits in
          other banks           5,974      293   4.90%     11,870      623    5.25%     4,127      232   5.62%
Other earning assets (4)       16,118    1,548   9.60%     39,934    3,059    7.66%    13,153    1,380  10.49%
                               ------    -----   -----     ------    -----   -----    ------    -----  ------
 Total interest earning
     assets                   261,481   21,381   8.18%    232,471   19,746    8.49%   127,054   10,937   8.61%

Non-interest earning
 assets:
         Cash and due
            from banks          4,280                       3,027                       1,700
         Premises and
           equipment            3,717                       3,286                         965
         Other assets           5,644                       4,669                       1,480
         Less: Allowance
           for loan  losses    (2,606)                     (2,775)                     (1,252)
                              -------                     -------                     -------
Total non-interest earning
  assets                       11,035                       8,207                       2,893
                              -------                      ------                     -------
Total Assets                 $272,516                    $240,668                    $129,947
                             ========                    ========                    ========
Liabilities and Stockholders'
 Equity
Interest Bearing
Liabilities:
  Interest bearing
     deposits:

  Demand/MMDA accounts      $  12,362      410   3.32%    $11,437      384    3.36%     8,543      285   3.34%
    Savings                    22,943    1,034   4.51%     19,334      916    4.74%     2,289       93   4.06%
  Certificates of deposit     180,764    9,593   5.31%    158,740    9,016    5.68%     6,370    5,318   5.52%
                              -------    -----   -----    -------    -----   -----     ------    -----   -----
   Total interest bearing
     deposits                 216,069   11,037   5.11%    189,511   10,316    5.44%   107,202    5,696   5.31%
  FHLB advances and other
    borrowings                 12,506      697   5.57%     17,806    1,020    5.73%     4,959      287   5.79%
    Capital debt securities     7,528      702   9.33%          -        -       -          -        -       -

Total interest bearing
 liabilities                  236,103   12,436   5.27%    207,317   11,336    5.47%   112,161    5,983   5.33%

Non-interest bearing liabilities:
   Demand  deposits            16,541                      13,595                       6,898
   Other liabilities            2,139                       3,037                       1,090
                               ------                     -------                      ------
                               18,680                      16,602                       7,988
Total liabilities
Stockholders' equity           17,733                      16,749                       9,798
Total liabilities and
 stockholders' equity        $272,516                    $240,668                    $129,947
                             ========                    ========                    ========


Interest spread (5)                              2.91%                        3.02%                      3.28%
Net interest income/net
         interest margin (6)            $8,945   3.42%             $ 8,410    3.62%             $4,954   3.90%
                                        ======                      ======                      ======

</TABLE>


(1) Average balances are computed on daily balances and Management believes such
balances are representative of the operations of the Company.

(2) Yield and rate percentages are all computed  through the  annualization
of interest  income and expenses versus the average balance of their  respective
accounts.


                                       5
<PAGE>

(3) Non-accrual  loans are included in the average loan  balances,  and
income on such loans is recognized on a cash basis.

(4) Consists of funds advanced in settlement of loans.

(5)  Interest  spread is the average  yield earned on earning  assets,  less the
average rate incurred on interest bearing  liabilities.

(6) Net interest  margin is net interest  income,  expressed as a percentage  of
average earning assets.

     As the largest  component of income,  net interest  income  represents  the
amount  that  interest  and fees  earned on loans and  investments  exceeds  the
interest  costs of funds used to support  these  earning  assets.  Net  interest
income is determined by the relative levels, rates and mix of earning assets and
interest-bearing liabilities.

     For the year  ended  December  31,  1999,  net  interest  income  was $8.95
million, an increase of approximately $536 thousand,  or 6.4% over $8.41 million
for the same period in 1998.  Average  interest  earning assets  increased $29.0
million from 1998 to 1999 while average interest bearing  liabilities  increased
$28.8 million.  The yield on average  interest earning assets for the year ended
December 31, 1999 was 8.18% compared with 8.49% for the comparable  1998 period.
The 1999  yield on  loans  was 8.31%  compared  to 9.12%  in  1998.  The cost on
average interest bearing  liabilities decreased twenty basis points  during 1999
to 5.27%, compared to 5.47% during 1998.

     Net interest income for the year-ended  December 31, 1998 increased  69.8%,
or $3.46 million over 1997.  Average  interest  earning assets  increased $105.4
million from 1997 to 1998 while average interest bearing  liabilities  increased
$95.2 million.  The yield on average  interest earning assets for the year ended
December 31, 1998 was 8.49% compared with 8.61% for the comparable  1997 period.
The 1998  yield on  loans  was  9.12%,  compared  to 8.86% in 1997.  The cost on
average interest bearing liabilities increased fourteen basis points during 1998
to 5.47%, compared to 5.33% during 1997.

     The  Company's  net interest  margin is  sensitive to the loan  origination
volume of the mortgage  banking  division.  All loans originated by the mortgage
banking division are sold, servicing released, in the secondary mortgage market.
Each  mortgage loan  originated is sold when the borrower  locks-in the interest
rate on the loan.  When the  volume of  mortgage  loan  originations  increases,
typically  in  a  declining  interest  rate  environment,   "funds  advanced  in
settlement of mortgage  loans"  increases.  This balance  sheet item  represents
funds advanced to close  mortgage  loans,  pending  delivery of the loans to the
loan  purchaser.  Until a mortgage loan is  transferred  to the  purchaser,  the
Company  receives  interest  on the loan at the note  rate.  Funds  advanced  in
settlement  of mortgage  loans are  financed  to a large  extent with short term
Federal Home Loan Bank borrowings.  While such funds advanced  contribute to net
interest  income,  the interest  rate spread on this item is not as great as the
spread  on the  commercial  loan  portfolio,  which  normally  carries  a higher
interest yield and is financed with lower cost deposits. Thus, as funds advanced
in  settlement  of mortgage  loans  increase,  the  interest  spread and the net
interest margin decrease. The average balance of funds advanced in settlement of
mortgage loans was $16.1 million for the year ended December 31, 1999,  compared
to $39.9  million in the year ended  December  31,  1998 and  compared  to $13.2
million in the year ended December 31, 1997.

     Net interest  income is affected by changes in both average  interest rates
and average volumes of interest earning assets and interest bearing liabilities.
The  following  table sets forth the  amounts  of the total  change in  interest
income  that can be  attributed  to changes  in the  volume of  interest-bearing
assets and  liabilities  and the amount of the change that can be  attributed to
changes in  interest  rates.  The amount of the change not solely due to rate or
volume  changes was allocated  between the change due to rate and the change due
to volume based on the relative size of the rate and volume changes.



     Since June 1999, the Federal Reserve Bank has increased interest rates five
times,  raising short term rates by 125 basis points  during this period.  These
increases in market rates have resulted in corresponding  increases in the prime
lending  rate,  as  well as the  cost of  interest  bearing  deposits  including
certificates of deposit. Further increases in rates may continue to occur, which
could result in slowed economic growth and reduced borrowing activities.


                                       6
<PAGE>

<TABLE>
<CAPTION>


                                                  Year Ended December 31

                                   1999 compared to 1998           1998 compared to 1997             1997 compared to 1996
                                    Increase (Decrease)              Increase (Decrease)              Increase (Decrease)
                                    Due to Changes in:              Due to Changes in:                Due to Changes in:
                               -----------------------------  -------------------------------  ----------------------------------
                                 Volume     Rate     Net        Volume      Rate      Net        Volume      Rate        Net
                                 ------     ----     ---        ------      ----      ---        ------      ----        ---
<S> <C>
Inerest Income:
  Securities                       $  616   $ 140    $  756       $  (211)   $ (86)   $ (297)      $  (64)    $(112)      $ (176)
  Loans (1)                         2,069    (860)    1,209         8,721       (6)    8,715        2,792       (69)       2,723
  Interest bearing deposit in
     other banks                     (291)    (39)    (330)           405      (14)      391           (8)      103           95
                               --------------------------------------------------------------------------------------------------
  Total                            $2,394   $(759)   $1,635        $8,915    $(106)   $8,809       $2,720      $(78)      $2,642
                               --------------------------------------------------------------------------------------------------

Interest Expense:
  Interest bearing deposits        $1,271   $ (550)    $721        $4,478     $142    $4,620       $1,152      $(57)      $1,095
  FHLB advances and other
      borrowings                      138      241      379           736        (3)     733          193         5          198
                               --------------------------------------------------------------------------------------------------
  Total                            $1,409    $(309)  $1,100        $5,214      $139   $5,353       $1,345      $(52)      $1,293
                               --------------------------------------------------------------------------------------------------


Increase (decrease) in net
     interest income                 $985   ($ 450)    $535        $3,701     ($245)  $3,456       $1,375      ($26)      $1,349
                               ==================================================================================================
</TABLE>

 (1) Loans included funds advanced in settlement of loans.

Interest Rate Sensitivity Analysis

     Management evaluates   interest  sensitivity   through   the   use   of  an
asset/liability  management  reporting  model  on a  quarterly  basis  and  then
formulates  strategies  regarding asset generation and pricing,  funding sources
and pricing,  and off-balance sheet commitments in order to decrease sensitivity
risk. These strategies are based on management's outlook regarding interest rate
movements,  the state of the regional and national economies and other financial
and business  risk  factors.  In addition,  the Company  establishes  prices for
deposits and loans based on local market  conditions  and manages its securities
portfolio under policies that take interest risk into account.


                                       7
<PAGE>

     The  following  table  presents  the  amounts  of  the  Company's  interest
sensitive  assets  and  liabilities  that  mature  or  re-price  in the  periods
indicated.
<TABLE>
<CAPTION>

                                                                        December 31, 1999
                                                                      Maturing or Repricing
                                            --------------------------------------------------------------------------
                                               Within          4-12            1-5           Over
                                              3 Months        Months          Years         5 Years         Total
                                              --------        ------          -----         -------         -----
                                                                     (Dollars in thousands)
<S> <C>
Interest-Earning Assets:
    Investment securities                       $4,173         $1,312         $1,126        $16,584        $23,195
    Loans                                      147,389         16,069         57,594         34,619        255,671
    Interest bearing deposits                    3,583              -              -              -          3,583
    Other interest-earning assets               11,774              -              -              -         11,774
                                                ------         ------         ------         ------         ------
Total interest-earning assets                  166,919         17,381         58,720         51,203        294,223
                                               -------         ------         ------         ------        -------

Interest-Bearing Liabilities:
      Deposits
         Demand and savings (1)                      -              -         35,457              -         35,457
         Time deposits, $100,000 and over        4,218          5,237          2,006              -         11,461
         Other time deposits                    52,573        115,231         29,853              -        197,657
         Other interest-bearing
            liabilities                         13,000              -            300          5,000         18,300
         Capital debt securities                     -              -              -          9,200          9,200
                                               -------       --------        -------          -----          -----
Total interest-bearing liabilities              69,791        120,468         67,616         14,200        272,075
                                               -------        -------         ------         ------        -------
       Period Gap                              $97,128     $(103,087)       $(8,896)        $37,003        $22,148
                                               -------     ----------       --------        -------        -------
       Cumulative Gap                          $97,128       $(5,959)      $(14,855)        $22,148
                                               -------     ----------      ---------        -------
       Ratio cumulative gap to
         total interest-earning
         assets                                 33.01%        (2.03)%        (5.05)%          7.53%
                                               -------       --------      ---------        -------
</TABLE>

(1) Management has determined that interest  checking,  money market and savings
    accounts are not  sensitive to changes in related  market rates and,
    therefore, have been placed in the 1-5 years category.

     The December 31, 1999 results of the rate  sensitivity  analysis  show that
the  Company  had $97.1  million  more in assets  than  liabilities  subject  to
repricing within three months or less and was, therefore,  in an asset sensitive
position.

     The  cumulative  gap at the end of one year was a negative $6.0 million,  a
liability-sensitive  position.  Approximately  $163.5  million,  or 63.9% of the
total  loan  portfolio,  matures  or  re-prices  within  one  year or  less.  An
asset-sensitive  institution's  net  interest  margin  and net  interest  income
generally will be impacted  favorably by rising interest rates,  while that of a
liability  sensitive   institution  generally  will  be  impacted  favorably  by
declining rates.

     Increases  and decreases in the Company's  mortgage  banking  income (which
consists primarily of gains on sales of mortgage loans) tend to offset decreases
and  increases  in the net interest  margin.  In a climate of lower or declining
interest  rates,  the Company's net interest margin will tend to decrease as the

                                       8
<PAGE>

yield on  interest  earning  assets  decreases  faster than the cost of interest
bearing liabilities.  Mortgage banking income, in contrast, tends to increase in
times of lower or declining interest rates, as refinancing  activity leads to an
increase  in  mortgage  loan  originations.  In a  climate  of  rising or higher
interest rates, the net interest margin will tend to increase,  while a decrease
in mortgage loan originations leads to a decrease in mortgage banking income.

Investment Portfolio

     The  following   tables  present  certain   information  on  the  Company's
investment securities portfolio:

<TABLE>
<CAPTION>

                                                      Securities Available for Sale (1)
                                                      1999            1998            1997
                                                      ----            ----            ----
<S> <C>
U. S. Government Agencies                           $4,662          $6,868          $9,802
Federal Reserve Bank Stock                             587             434             297
Federal Home Loan Bank Stock                           915           1,162           2,233
Preferred Stock                                        351               -               -
Other                                                  144             155             100
                                                  -----------------------------------------
                                                    $6,659          $8,619         $12,432
                                                  =========================================
</TABLE>

(1) Carried at fair value
<TABLE>
<CAPTION>

                                                        Securities Held to Maturity (2)
                                                      1999            1998            1997
                                                      ----            ----            ----
<S> <C>
U. S. Government Agencies                             $151            $478          $1,996
State and Municipal                                    746             746             746
Corporate Bonds                                      7,208               -               -
Preferred Stock                                      8,431               -               -
                                                  -----------------------------------------
                                                   $16,536          $1,224          $2,742
                                                  =========================================
</TABLE>

(2)  Carried at cost,  adjusted  for  amortization  of premium or  accretion  of
discount using the interest method.

Gross  unrealized  losses on  securities  available  for sale were  $115,000  at
December  31, 1999 and $2,000 at December  31, 1998 and gross  unrealized  gains
were  $13,000  and  $95,000 at  December  31,  1999 and 1998,  respectively.  At
December 31, 1997 gross unrealized  gains on securities  available for sale were
$449,000 and there were no gross unrealized  losses on securities  available for
sale.

At December 31, 1999 and December 31, 1998 gross  unrealized gains on securities
held to maturity were $4,000 and $30,000, respectively. At December 31, 1999 and
1998, gross unrealized losses on securities held to maturity were $2,155,000 and
$1,000, respectively.  At December 31, 1997 gross unrealized gains and losses on
securities held to maturity were $11,000 and $37,000, respectively.


                                       9
<PAGE>

The following table presents  information on the maturities and weighted average
yields of the Company's investment securities at December 31, 1999. The weighted
average  yields  are  calculated  on the basis of book  value of the  investment
securities  and  on  the  interest  income  of  the  investments   adjusted  for
amortization of premium and accretion of discount.


<TABLE>
<CAPTION>

                                                                       December 31, 1999
                                                    Held to Maturity                          Available for Sale
                                                    ----------------                          ------------------
                                         Amortized                   Weighted      Amortized                     Weighted
                                            Cost     Fair Value   Average Yield       Cost      Fair Value    Average Yield
                                        --------------------------------------------------------------------------------------
<S> <C>
U. S. government agencies:
   Within one year                           $   65      $    65        6.82%       $    -        $    -
   After one year to five years                   -            -          -            772           760            6.24%
   After five years through ten years             41          42        8.75%          304           302            6.22%
   After ten years                                45          43        6.80%        3,594         3,600            6.55%
                                        -------------------------             ---------------------------
          Total                                  151         150                     4,670         4,662
                                        -------------------------             ---------------------------

State and municipals:
   Within one year                               331         332        6.86%            -             -                -
   After one year to five years                    -           -            -            -             -                -
   After five years through ten years            415         412        7.42%            -             -                -
   After ten years                                 -           -            -            -             -                -
                                        -------------------------             ---------------------------
          Total                                  746         744                         -             -
                                        -------------------------             ---------------------------

Other securties:
   Within one year                                 -           -            -            -             -                -
   After one year to five years                    -           -            -            -             -                -
   After five years through ten years              -           -            -            -             -                -
   After ten years                             7,208       6,529        7.98%            -             -                -
                                        -------------------------             ---------------------------
          Total                                7,208       6,529                         -             -
                                        -------------------------             ---------------------------
Total debt securities                        $ 8,105     $ 7,423                    $4,670        $4,662
Equity and others                            $ 8,431     $ 6,962                    $2,090        $1,997
                                        -------------------------             ---------------------------
Total securities                             $16,536     $14,385                    $6,760        $6,659
                                        =========================             ===========================

</TABLE>

                                       10
<PAGE>

Loan Portfolio

     The table below classifies loans, net of unearned income, by major category
and percentage distribution at the dates indicated:

<TABLE>
<CAPTION>

                                                                 December 31,
                        1999                   1998                   1997                  1996                  1995
Description      Amount    Percentage   Amount    Percentage   Amount   Percentage   Amount   Percentage   Amount   Percentage
                 ------    ----------   ------    ----------   ------   ----------   ------   ----------   ------   ----------
                                                            (Dollars in thousands)
<S><C>
Commercial       $ 77,507      30.32%   $ 68,569      36.37%   $ 50,713     33.68%    $34,021     41.50%   $25,005      42.77%
Real Estate       173,789      67.97     115,790      61.42      96,058     63.79      43,195     52.69     28,214      48.26
Consumer            4,375       1.71       4,163       2.21       3,819      2.53       4,759      5.81      5,245       8.97
                 --------    --------   --------     -------   --------    ------      ------    -------   -------     -------
Total            $255,671     100.00%   $188,522     100.00%   $150,590    100.00%    $81,975    100.00%   $58,464     100.00%
                 ========     =======   ========     =======   ========    =======    =======    =======   =======     =======
</TABLE>

     Commercial  business loans totaled $77.5 million, or 30% of the Bank's loan
portfolio at December 31, 1999.  These loans are typically  made on the basis of
the  borrower's  ability to make  repayment from cash flow from its business and
are  secured by  business  assets,  such as  commercial  real  estate,  accounts
receivable, equipment and inventory.

     Commercial real estate loans amounted to $132.2 million, or 52% of the loan
portfolio  at December  31,  1999.  These loans  typically  involve  larger loan
balances  concentrated  with single borrowers or groups of related borrowers and
payment  experience  is  typically  dependent on the  successful  operation of a
business or real estate project.

     Consumer or installment loans totaled $4.4 million,  and accounted for less
than 2% of the Bank's  loan  portfolio  at December  31,  1999.  Consumer  loans
include home improvement loans, automobile loans and unsecured lines of credit.

Maturity Schedule of Loans

     The table below  presents  information  regarding  the maturity of loans at
December 31, 1999:

<TABLE>
<CAPTION>
                                                                         December 31, 1999

                                                      One Year     Over one through   Five Years
                                                       or less        Five Years        or more            Total
<S> <C>
Commercial                                                $ 32,611          $30,275       $14,621         $ 77,507
Real estate - construction                                  48,224           17,452         2,400           68,076
Commercial real estate                                      25,969           21,511        16,679           64,159
Residential real estate                                      3,066           10,910        27,578           41,554
Installment and consumer loans                               1,271            2,835           269            4,375
                                                  -----------------------------------------------------------------
                                                          $111,141          $82,983       $61,547         $255,671
                                                  =================================================================
</TABLE>



                                       11
<PAGE>

Nonperforming Assets

Unless well secured and in the process of  collection,  the Company places loans
on  non-accrual  status after being  delinquent  greater  than ninety  days,  or
earlier in situations in which the loans have developed  inherent  problems that
indicate payment of principal and interest may not be made in full. Whenever the
accrual of interest is stopped,  previously  accrued but  uncollected  income is
reversed. Thereafter,  interest is recognized only as cash is received. The loan
is  reinstated  to an  accrual  basis  after it has been  brought  current as to
principal and interest under the  contractual  terms of the loan. As of December
31, 1999, 1998, and 1997,  non-accrual loans amounted to $473,000,  $533,000 and
$3,059,000, respectively.

<TABLE>
<CAPTION>


                                                                          December 31,
                                                  -------------------------------------------------------------
                                                  1999           1998           1997         1996          1995
                                                  ----           ----           ----         ----          ----
                                                                     (Dollars in thousands)

<S> <C>
Non-accrual loans                                  $473         $  533        $3,059         $ 50          $ 57
Loans contractually past due 90 days or
 more and still accruing                            270            412         1,339          371            13
Troubled debt restructuring                          -              -              -            -             -
                                                  -----         ------        ------         ----          ----
  Total nonperforming loans                         743            945         4,398          421            70

Other real estate owned                              31            647           684           50            71
                                                  -----         ------        ------         ----          ----
  Total nonperforming assets                       $774         $1,592        $5,082         $471          $141
                                                   ====         ======        ======         ====          ====

Nonperforming assets to period-end total
 loans and other real estate                       .30%           .84%         3.36%        0.57%         0.24%
</TABLE>


Summary of Loan Loss Experience

         The  allowance  for loan losses is increased by the  provision for loan
losses and reduced by loans  charged off net of  recoveries.  The  allowance for
loan losses is established  and maintained at a level judged by management to be
adequate to cover any  anticipated  loan losses to be incurred in the collection
of outstanding  loans.  In  determining  the adequate level of the allowance for
loan  losses,   management  considers  the  following  factors:  (a)  loan  loss
experience;  (b) problem  loans,  including  loans  judged to exhibit  potential
charge-off characteristics,  loans on which interest is no longer being accrued,
loans which are past due and loans which have been classified in the most recent
regulatory  examination;   and  (c)  anticipated  economic  conditions  and  the
potential  impact these  conditions  may have on individual  classifications  of
borrowers.

         The  provisions  for loan loss taken by the Company for the years ended
December  31,  1999,  1998 and 1997  were  $4,667,000,  $150,000  and  $155,000,
respectively.  The  significant  increase in the provision for loan loss in 1999
was the result of the credit  problems  encountered  within the Company's  asset
based  lending  program,  as discussed in Item 7 of this Form 10-K.  Such credit
quality problems were exclusively related to this business unit, and the Company
is, as a result, exiting this market segment.


                                       12
<PAGE>

         The following  table  presents the Bank's loan loss  experience for the
periods indicated:
<TABLE>
<CAPTION>

                                                                  Year Ended December 31,
                                                  1999          1998          1997          1996         1995
                                                  ----          ----          ----          ----         ----
                                                                  (Dollars in thousands)

<S> <C>
Allowance for loan losses at
 beginning of period                            $  2,500      $  2,573       $ 1,040      $   854       $   492
Loans charged off:
 Commercial                                        4,436           126             2            5            21
 Real Estate                                          84           141            56          109           148
 Consumer                                              6            20             7            6            17
                                                       -            --             -            -            --
 Total                                             4,526           287            65          120           186

Recoveries of loans previously charged off:
 Commercial                                           35             1            34            6            23
 Real Estate                                           7            40             -            -             -
 Consumer                                              3            23             9           10            13
                                                --------       -------      --------     --------      --------
 Total                                                45            64            43           16            36
                                                --------       -------      --------     --------      --------
Net loans charged off                              4,481           223            22          104           150
Provision for loan losses                          4,667           150           155          290           512
                                                --------       -------      --------     --------      --------
Allowance acquired through business
 combination                                           -             -         1,400            -             -
                                                --------       -------      --------     --------      --------
Allowance for loan losses end of period         $  2,686      $  2,500      $  2,573      $ 1,040       $   854
                                                ========       =======      ========      =======       =======
Average total loans (net of unearned
  income)                                       $217,598      $168,271      $ 93,839      $69,488       $48,465
Total loans (net of unearned income) at
  period-end                                    $255,671      $188,522      $150,590      $81,975       $58,464

Ratio of net charge-offs to average loans
                                                    2.06%         0.13%         0.02%        0.15%         0.31%
Ratio of provision for loan losses to
 average loans                                      2.14%         0.09%         0.17%        0.42%         1.06%
Ratio of provision for loan losses to net
 charge-offs                                      104.15%        67.26%       704.55%      278.85%       341.33%
Allowance for loan losses to period-end
 loans                                              1.05%         1.33%         1.71%        1.27%         1.46%
</TABLE>

         In  establishing  the  allowance  for loan  losses,  in addition to the
factors described above, management considers the following risk elements in the
loan portfolio.

         Construction  lending often  involves  larger loan balances with single
borrowers.  Construction  loans involve risks attributable to the fact that loan
funds are advanced upon the security of the home under construction, which is of
uncertain value prior to the completion of construction.  If there is a default,
the corporation may be required to complete and sell the home.

                                       13
<PAGE>

         Commercial  real estate loans  typically  involve  larger loan balances
concentrated with single borrowers or groups of related borrowers. Additionally,
the  payment  experience  on loans  secured by income  producing  properties  is
typically  dependent on the successful  operation of a business or a real estate
project and thus may be subject to a greater extent to adverse conditions in the
real estate market or in the economy generally.

             Consumer loans entail risks,  particularly  in the case of consumer
loans  which are  unsecured,  such as lines of  credit,  or  secured  by rapidly
depreciable  assets  such  as  automobiles.   In  such  cases,  any  repossessed
collateral for a defaulted  consumer loan may not provide an adequate  source of
repayment of the outstanding loan balance as a result of the greater  likelihood
of damage, loss or depreciation. The remaining deficiency often does not warrant
further  substantial  collection  efforts  against the  borrower.  In  addition,
consumer loan collections are dependent on the borrower's  continuing  financial
stability,  thus are more likely to be adversely affected by job loss,  divorce,
illness or personal bankruptcy.  Furthermore, the application of various federal
and state laws,  including  federal  and state  bankruptcy  laws,  may limit the
amount which can be  recovered  on such loans.  Such loans may also give rise to
claims and defenses by a consumer loan borrower against an assignee of such loan
such as the Company,  and a borrower may be able to assert against such assignee
claims  and  defenses  which  it  has  against  the  seller  of  the  underlying
collateral.

         Commercial  business  loans  typically  are  made on the  basis  of the
borrower's  ability to make  repayment  from cash flow from its business and are
secured by business assets, such as commercial real estate, accounts receivable,
equipment  and  inventory.  As a  result,  the  availability  of  funds  for the
repayment of commercial  business  loans may be  substantially  dependent on the
success of the business itself.  Further, the collateral for commercial business
loans may depreciate over time and cannot be appraised with as much precision as
residential real estate.

Deposits

The table below  presents  average  deposits  and average  rates paid,  by major
category, at the dates indicated:
<TABLE>
<CAPTION>

                                                     1999                           1998                      1997
                                            Average      Average            Average        Average     Average   Average
                                            Balance        Rate             Balance         Rate       Balance      Rate
                                         ---------------------------------------------------------------------------------
<S> <C>
Interest-bearing deposits
    Demand/MMDA accounts                      $ 12,362        3.32%         $ 11,437         3.36%    $  8,543      3.34%
    Savings                                   $ 22,943        4.51%           19,334         4.74%       2,289      4.06%
    Certificates of deposit                    180,764        5.31%          158,740         5.68%      96,370      5.52%
                                              ---------                    ----------                 ---------
Total interest bearing deposits                216,069        5.11%          189,511         5.44%     107,202      5.31%

Non interest bearing deposits                   16,541            -           13,595            -        6,898         -

Total average deposits                        $232,610        4.74%         $203,106         5.08%    $114,100      4.99%
                                              =========                    ==========                 =========

</TABLE>



                                       14
<PAGE>

The  following  table is a  summary  of time  deposits  of  $100,000  or more by
remaining maturities at December 31, 1999:

                                          Amount                  Percent
                                        ---------                ---------
Three months or less                      $4,218                   36.80%
Three to twelve months                     5,237                   45.69%
Over twelve months                         2,006                   17.50%
                                        ---------                ---------
Total                                    $11,461                  100.00%
                                        ---------                ---------


Short Term Borrowing

The following table sets forth  consolidated  short term borrowings.  Borrowings
represent  advances to the Bank by the Federal Home Loan Bank of Atlanta and are
secured  by  Federal  Home  Loan Bank  stock,  investment  securities  and first
mortgage  loans.  During 1999, the Bank purchased  federal funds on an unsecured
basis for up to thirty consecutive days from a correspondent bank.


                                                 Years Ended December 31,
                                           1999            1998           1997
                                        ----------------------------------------

Balance at period end                    $13,000       $ 2,000        $13,650
Average balance during period            $ 7,289       $17,806        $ 4,959
Average rate                               5.60%         5.65%          5.79%
Maximum outstanding during period        $16,000       $46,420        $13,650


Return on Equity and Assets



The  following  table  sets  forth  ratios  for  the  Company  considered  to be
significant  indicators of the Company's  profitability and financial  condition
during the periods indicated:

                                              Return in Equity and Assets
                                             1999          1998          1997
                                        --------------------------------------
Return on average assets                   -0.25%         1.27%         1.40%
Return on average equity                   -3.90%        18.19%        18.59%
Dividend payout ratio                    -160.00%        21.24%        15.06%
Average equity to average asset ratio       6.51%         6.95%         7.54%

Competition

     The  Bank  operates  in  highly  competitive  environments,  competing  for
deposits  and loans with major  regional and  national  banks,  as well as other
financial institutions,  many of which have greater financial resources than the
Bank. Most maintain numerous banking  locations and many perform services,  such
as trust services, which the Bank does not offer. Many of these competitors have
higher lending limits than the Bank. The Bank emphasizes  personal  relationship

                                       15
<PAGE>

banking,  service,  and local  management  and decision  making in its marketing
strategies.  In addition,  the bank offers courier services and Internet banking
to its  clients  in an  effort  to  overcome  its  limited  number  of  physical
locations.

     The Bank has  contracted  with a  nationally  recognized  Internet  Banking
software company to provide a secure,  comprehensive  Internet package to market
its products and  service its  clientele.  This Internet  branch (www.resource
bankonline.com) provides customers with the ability to conduct banking  business
via a personal computer or other secure browser-enabled device 24 hours per day.
The  Bank offers special deposit accounts through this  Internet  branch,  which
features  competitive  interest  rates  and  ready  access  to funds on deposit.
Online  bill  payment and a download  capability  for  most  personal  financial
software  packages are also included in this program.

Regulation and Supervision of Resource Bank

     The Bank operates as a state  chartered  bank and is subject to supervision
and regulation by the Bureau of Financial  Institutions  ("BFI") of the Virginia
State Corporation Commission. As a member of the Federal Reserve System ("FRB"),
the Bank is also  supervised  and  regularly  examined by the FRB. The state and
federal  banking laws and regulations  govern  virtually all areas of the Bank's
operations including maintenance of cash reserves, loans, mortgages, maintenance
of minimum capital, mergers, payment of dividends, establishment of branches and
other aspects of operations.

     The  deposits  of the Bank are  insured by the  Federal  Deposit  Insurance
Corporation  ("FDIC")  which  insures  that member banks pay  depositors  to the
extent provided by law in the event an insured bank is closed without adequately
providing for the claims of depositors.  The majority of the Bank's deposits are
subject to the deposit  assessments  of the Bank  Insurance  Fund ("BIF") of the
FDIC. A portion of the  deposits of the Bank (those  acquired as a result of the
merger with Eastern American) are subject to assessments  imposed by the Savings
Association Insurance Funds ("SAIF") of the FDIC.

     The earnings and growth of the banking industry are affected by the general
conditions of the economy and by the fiscal and monetary policies of the Federal
Government  and its  agencies,  including  the FRB Bank.  The Board of Governors
regulates money and credit  conditions and, as a result,  has a strong influence
on  interest  rates  and on  general  economic  conditions.  The  effect of such
policies  in the  future on the  business  and  earnings  of the Bank  cannot be
predicted with certainty.

Regulation and Supervision of Resource Bankshares

     As a bank  holding  company,  Resource  Bankshares  is subject to state and
federal  banking and bank  holding  company  laws and  regulations  which impose
specific  requirements  or  restrictions  and  provide  for  general  regulatory
oversight with respect to virtually all aspects of its operations.

     The Company is registered  under the Bank Holding  Company Act ("BHCA") and
is subject to  regulation  by the  Federal  Reserve.  The  Federal  Reserve  has
jurisdiction under the BHCA to approve any bank or non-bank acquisition,  merger
or consolidation  proposed by a bank holding company. The Company is required to
file with the FRB periodic and annual reports and other  information  concerning
its own business operations and those of its subsidiary.  In addition,  the BHCA
requires  a bank  holding  company to obtain FRB  approval  before it  acquires,
directly or indirectly, ownership or control of any voting shares of a second or
subsequent bank if, after such acquisition, it would own or control more than 5%
of such  shares,  unless it already  owns or  controls a majority of such voting
shares.  FRB  approval  must  also be  obtained  before a bank  holding  company
acquires  all or  substantially  all of the assets of another  bank or merges or
consolidates with another bank holding company.

                                       16
<PAGE>

     A bank holding company may not, without  providing prior notice to the FRB,
purchase  or redeem its own stock if the gross  consideration  to be paid,  when
added  to the  net  consideration  paid by the  company  for  all  purchases  or
redemptions  by the Company of its equity  securities  within the  preceding  12
months, will equal 10% or more of the Company's consolidated net worth unless it
meets the requirements of a well-capitalized and well-managed organization.

     The Company is subject to various  federal  securities laws and is required
to make certain  periodic  filings with the Securities  and Exchange  Commission
("SEC") as well as file certain  reports on the  occurrence of certain  material
events. The Company files quarterly, annual and current reports with the SEC. In
addition, directors, officers and certain shareholders and senior management are
subject to further reporting requirements including obligations to submit to the
SEC reports of beneficial ownership of the Company's securities.

Employees

     At  December  31,  1999  the  Company  had 175 full  time and 16 part  time
employees,  in its banking and  mortgage  operations.  None of its  employees is
represented  by  any  collective  bargaining  unit,  and  the  Company  believes
relations with its employees are good.

Executive Officers

     T. A. Grell,  Jr., has been  President and Chief  Operating  Officer of the
Bank, and Executive Vice President of the Company since December 1998. From 1984
until joining the Company,  he was a senior  officer at Central  Fidelity  Bank,
which was later  acquired by Wachovia  Bank.  He has 28 years  experience in the
banking industry and is active in civic affairs.

     Harvard R. Birdsong II, has been senior vice president of the Company since
December  1998 and senior vice  president  and chief credit  officer of the Bank
since January 1997. Prior to joining the Bank, he was a senior credit officer at
Essex  Savings  Bank,  where he was employed from 1984 through 1996. He has been
employed in the banking industry for 29 years and is active in civic affairs.

     Debra C. Dyckman has been senior vice president of operations and secretary
of the Bank since 1992 and of the Company since its  inception.  She has been in
banking  for 29  years  and  serves  on the  Board  of  Trustees  of Cape  Henry
Collegiate School.

Item 2.  Properties

     The Company  leases its banking and mortgage  origination  offices.  Leases
covering the banking operations are long term with renewal  provisions  designed
to assure  the Bank that it will be able to operate  in the  facilities  for the
foreseeable  future.  Details of the Bank's leases may be reviewed in Note 12 of
the Notes to Consolidated  Financial Statements.  The Bank purchased a four acre
lot in Herndon,  Virginia in December 1997 for future construction of a Northern
Virginia  regional office which will accommodate the Bank's  administration  and
branch offices that are currently  located in Herndon.  Construction is expected
to begin during 2000 with completion in 2001.

Item 3.  Legal Proceedings

     On November 5, 1999, AGM Development Corporation ("AGM"), Michael Agnew and
Barbara M. Agnew  (collectively  the "Agnews") (AGM and the Agnews  collectively
the  "Plaintiffs")  filed a lawsuit against  Resource Bank, the Company's wholly
owned banking subsidiary ("Bank"), in the Circuit Court for the City of Virginia

                                       17
<PAGE>

Beach,  Virginia ("Court").  AGM and the Agnews are the borrowers and guarantors
under  certain  loans  which  the  Bank  declared  in  default  in  August  1999
("Defaulted  Loans").  For a detailed discussion of this loan default, see "Part
II. Item 7.  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations."

     The lawsuit alleges that the Bank did not act in a commercially  reasonable
manner when it seized and attempted to liquidate certain collateral that secured
the Defaulted  Loans.  In connection  with this  allegation,  the Plaintiffs are
seeking a declaratory  judgment that all  obligations  of the  Plaintiffs to the
Bank have been  satisfied  and that the Bank is not entitled to seek  deficiency
judgments  against the Plaintiffs.  Based on advice of counsel,  management does
not  believe  that the relief  sought by the  Plaintiffs  will be granted by the
Court.

     The lawsuit  also alleges that the Bank's  proposed  public  auction of the
stock of a privately held company was not commercially reasonable. The stock was
owned by the Agnews  individually,  but was pledged by the Agnews to the Bank as
collateral  for the Defaulted  Loans.  The lawsuit asked the Court to enjoin the
public  auction that was scheduled on November 9, 1999.  No injunction  has been
granted.  The public  auction  occurred as scheduled on November 9, 1999 and the
Bank bid for and purchased  the stock on that date.  Based on advice of counsel,
management  believes that the public  auction was  conducted in accordance  with
applicable law.

     Thereafter,  AGM and the Agnews amended the lawsuit and generally  sought a
declaration  from the Court that certain  actions  taken by the Bank in pursuing
liquidation of its various  collateral were done so contrary to the requirements
of the Uniform Commercial Code of Virginia such that they were released from any
liability on the various  indebtednesses they owe the Bank. The amended pleading
also  requests  unspecified  monetary  damages.  The Bank has filed a Cross-Bill
seeking  judgment  against  AGM and the  Agnews in the  amount of  approximately
$3,500,000  under the Notes and the  Guaranty as well as for fraud.  AGM and the
Agnews have denied liability  thereunder.  The lawsuit is still in the pre-trial
discovery phase. No trial date has been set.

     The Company and the Bank intend to vigorously  defend all allegations  made
by the Plaintiffs in the lawsuit.  The Company does not believe that the lawsuit
will  have a  material  adverse  effect  on the  Company's  business,  financial
condition or results of operations.

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

     No matters were submitted to the Company's  shareholders  for a vote during
the fourth quarter of 1999.


                                       18
<PAGE>

                                     Part II

Item 5.  Market for Registrants Common Stock and Related Stockholder Matters

     The  Company's  common  stock is  listed  on the  American  Stock  Exchange
("Amex") under the symbol "RBV".  Prior to July 23, 1998,  the Company's  Common
Stock was listed on the Nasdaq  National Market System  ("Nasdaq/NM")  under the
symbol  "RBKV".  The high and low closing sales prices of the  Company's  common
stock during 1999 and 1998,  and  information  concerning  dividends paid on the
Company's common stock are set forth in the following table.

                                                                   Cash Dividend
            Amex 1999                   High          Low                 Paid
   Fourth Quarter                      $15.25        $ 8.50                $0.10
   Third Quarter                        19.38         14.63                  .10
   Second Quarter                       22.13         19.00                  .10
   First Quarter                        22.50         17.25                  .06
            Amex 1998
   Fourth Quarter                      $21.00        $16.50                $0.06
   Third Quarter (July 23-September 30) 24.50         16.88                $0.06
   Nasdaq/NM 1998
   Third Quarter (July 1-July 22)       24.00         22.50
   Second Quarter                       25.00         20.00                $0.06
   First Quarter                        23.00         18.00                $0.06

The Company's 2,555,579 common shares outstanding were held by approximately 797
shareholders of record at March 6, 2000.

                                       19
<PAGE>

Item 6. Selected Consolidated Financial Data

     The following  consolidated  summary sets forth selected financial data for
the Company and its subsidiaries for the periods and at the dates indicated. The
following  summary is  qualified  in its  entirety  by the  Company's  financial
statements included as part of this Form 10-K.

<TABLE>
<CAPTION>

                                                                           Years Ended December 31
                                                      1999          1998           1997            1996           1995
<S> <C>
Income Statement data:                                          (Dollars in thousands, except per share data)
         Gross interest income                        $ 21,381      $ 19,746         $ 10,937       $  8,295        $ 6,046
         Gross interest expense                         12,435        11,336            5,983          4,690          3,500
         Net interest income                             8,946         8,410            4,954          3,605          2,546
         Provision for possible loan losses              4,667           150              155            290            512
         Net interest income after provision for
                  loan losses                            4,279         8,260            4,799          3,315          2,034
         Non-interest income                             6,811         7,943            4,520          2.755          2,012
         Non-interest expense                           12,168        11,565            6,533          4,451          3,285
         Income before income taxes                    (1,078)         4,638            2,786          1,619            761
         Income taxes (benefit)                          (387)         1,591              965            153           (144)
         Net income                                      (691)         3,047            1,821          1,466            905

Per Share Data (1):
         Net income (2)                               $   (.27)     $   1.24         $   0.92         $ 0.79        $  0.54
         Cash dividends                                    .40           .24            0.125           0.05              -
         Book value at period end                         6.25          7.18             6.36           4.47           3.44
         Tangible book value at period end                6.25          7.18             6.36           4.47           3.44

Period-End Balance Sheet Data:
         Total assets                                 $306,690      $233,460         $209,330       $115,836        $87,352
         Total loans (net of unearned income)          255,671       188,522          150,590         81,975         58,464
         Total deposits                                260,469       206,219          169,508         99,179         80,905
         Long-term debt                                 14,500         5,300            7,300              -              -
         Shareholders' equity                           15,870        17,789           15,602          8,655          5,810

Performance Ratios
         Return on average assets                         (.25)%        1.27%            1.40%          1.45%          1.24%
         Return on average shareholders' equity          (3.90)%       18.19%           18.59%         20.46%         17.93%
         Average shareholders' equity to average
                  total assets                            6.51%         6.96%            7.54%          7.10%          6.90%
         Net interest margin (3)                          3.42%         3.62%            3.90%          3.70%          3.62%
         Earnings to fixed charges
                  Excluding interest expense               .24x         5.55x           10.32x         17.52x          4.16x
                  Including interest expense               .91x         1.41x            1.46x          1.34x          1.30x

Asset Quality Ratios
         Net charge-offs to average loans                 2.06%          .13%            0.02%          0.15%          0.31%
         Allowance to period-end loans                    1.04%         1.33%            1.71%          1.27%          1.46%
         Allowance to nonperforming loans               361.51%       264.55%           58.50%        247.03%       1220.00%
         Non-accrual loans to loans                       0.19%         0.28%            2.03%          0.06%           .10%
         Nonperforming assets to loans and
                  foreclosed properties                   0.30%         0.84%            3.36%          0.57%          0.24%
         Risk-based capital ratios
                  Tier 1 capital                          8.20%         9.23%            9.69%         10.22%          9.61%
                  Total capital                          10.24%       10 .48%           10.93%         11.45%         10.86%
</TABLE>

                                       20
<PAGE>

<TABLE>
<S> <C>

         Leverage capital ratio                          7.19%         7.52%            9.67%          7.04%          6.25%
         Total equity to total assets                    5.17%         7.62%            7.45%          7.47%          6.65%

</TABLE>
-------------------
(1) All per share  figures  have been  adjusted to reflect a  two-for-one  stock
split on July 1, 1998.

(2) Net income per share is  computed  using the  weighted  average  outstanding
shares.

(3) Net interest  margin is calculated  as  tax-equivalent  net interest  income
divided by average  earning assets and represents the Company's net yield on its
earning assets.


                                       21
<PAGE>

Item 7. Managements  Discussion  and Analysis of Financial Condition and Results
        of Operations

     In addition  to historical  information, the  following discussion contains
forward  looking statements  that are  subject  to risks and uncertainties  that
could  cause  the  Company's  actual  results  to differ  materially  from those
anticipated. These  forward looking  statements include, but are not limited to,
the affect of  increasing  interest  rates on the  Company's  profitability, and
the  adequacy  of  the  Company's  allowance  for  future  loan losses.  Several
factors,  including  the Virginia  and national  economies  and the  demand  for
residential mortgage loans may adversely affect the Company's ability to achieve
expected  results.  Readers are  cautioned not to  place undue reliance on these
forward  looking statements, which  reflect management's analysis only as of the
date of this Report.

     On  December  1,  1997,  the Bank  acquired  Eastern  American  Bank,  FSB,
("Eastern  American  Bank") in a business  combination  accounted  for under the
purchase  method of accounting,  whereby the purchase price was allocated to the
underlying  assets  acquired and liabilities  assumed based on their  respective
fair values at the time of  acquisition.  In an exchange of common  shares,  the
Bank acquired $66,514,000 in assets (including cash of $12,539,000), $48,082,200
in net loans, and assumed $52,844,000 in deposit liabilities. Accordingly, these
acquired  assets and  liabilities  contributed to the growth in total assets and
liabilities  of the Bank for the year ended  December 31, 1997.  The Bank's 1997
results  included results by operations from Eastern American Bank for the month
of December 1997.

     In 1998, the former Eastern  American Bank  operations were integrated into
the Bank. The Northern  Virginia unit,  derived from Eastern  American Bank, has
since  contributed  significantly to average asset growth and has been accretive
to the Company's earnings.

     The following  discussion  should be read in conjunction with the Financial
Statements and Notes thereto included as Exhibit 99.1 of this Form 10-K.

Results of Operations and Financial Condition

     The  Company  had a net  loss  of  $690,800  for  1999  and net  income  of
$3,046,800 and $1,821,200 for 1998 and 1997, respectively.  This constituted net
basic  earnings per common share of $(.27) for 1999,  $1.24 for 1998,  and $0.92
for 1997.  With the diluted  effect of common  stock  equivalents,  earnings per
common share were $(.27) for 1999,  $1.13 for 1998,  and $0.83 in 1997. The loss
for the year ended December 31, 1999 was directly attributable to the $4,667,000
provision for loan losses taken in the third  quarter.  This  provision for loan
loss occurred as a result of credit problems with a significant  borrower within
the  Company's  asset based  lending  portfolio,  as announced by the Company in
August  1999.  The Company is in the process of exiting the asset based  lending
business, which represented only 5% of the Company's total loan portfolio.

     In regard to business  segment  reporting,  the Company's  mortgage banking
operations  resulted in a net loss before  income taxes of $418,897 for the year
ended  December  31,  1999,  as compared to net income  before  income  taxes of
$661,187 for the year ended  December 31, 1998.  The operating  loss in 1999 was
the result of decreased loan  origination volume,  caused by a general  increase
in interest rates and the reorganization of the mortgage operation in 1999.

     At December  31,  1999,  43.5% of total loans were due in one year or less.
Floating  rate loans with  maturities of one year or less  represented  37.2% of
total loans, and the remainder of loans had fixed rates.

        Average loans, net of unearned  income,  to average deposits were 93.6%,
82.8% and 82.2% in 1999, 1998 and 1997, respectively.

                                       22
<PAGE>

Net Interest Income

     Net interest income, before provision for loan losses, increased by 6.4% in
1999 over 1998 to $8,945,660 and 69.8% in 1998 over 1997 to $8,409,983. The 1999
increase in net interest income was closely  proportionate  with the increase in
average  earning assets and interest  bearing  liabilities  during 1999.  During
1999, due to the continued expansion of commercial lending  activities,  average
loans increased  29.3% to  $217,598,379.  Due to the competitive  pricing of the
Company's   deposit  products,   average  total  deposits   increased  14.5%  to
$232,609,588.  Average  funds  borrowed  from the  Federal  Home  Loan  Bank and
correspondent  banks  decreased by 29.8% to  $12,506,348 in 1999. As part of its
mortgage banking operations,  funds were advanced on behalf of investor banks in
settlement of mortgage loans. Average funds advanced in settlement of such loans
decreased 59.6% to $16,118,051 in 1999.  Average  securities  increased 75.9% to
$21,791,325 and average interest bearing deposits in other banks decreased 49.7%
to $5,973,653 in 1999.

     For a historical  analysis of net interest  income,  see the table entitled
"Summary of Net Interest  Income" in Part I - Item 1. of this Form 10-K.  For an
analysis of the potential  for a change in interest  rates to impact the ability
of the Bank to  generate  future net  interest  income,  see the table  entitled
"Scheduled Maturity or Repricing" in Part I - Item 1. of this Form 10-K. This is
frequently  referred  to as the GAP  analysis,  which  analyzes  the  difference
between  interest-sensitive  assets and liabilities  for the  repricing/maturity
periods indicated.

     As can be seen  from the  historical  analysis  and the GAP  analysis,  the
Company is in an asset-sensitive position. In a period of rising interest rates,
the Company is positioned to increase future net interest income. Conversely, in
a period of declining interest rates the Company will be in a position to have a
decrease in future interest income. This managed GAP does not include the impact
of  mortgage  loan  volume  which  provides  a natural  hedge  against  this GAP
position.  Mortgage  banking  income  tends  to  increase  in  times of lower or
declining  interest  rates, as refinancing  effectively  leads to an increase in
mortgage loan  originations.  In a climate of higher or rising  interest  rates,
mortgage loan  originations,  particularly  refinancings,  decrease and mortgage
banking income therefore decreases.

Allowance for Loan Losses

     The ratio of net loans charged off to average loans  outstanding  was 2.06%
in 1999,  0.13% in 1998 and 0.02% in 1997.  The  allowance  for loan losses as a
percentage of loans at year end was 1.04%, 1.33% and 1.71% at December 31, 1999,
1998 and 1997,  respectively.  The level of non-performing loans at year end was
$743,000,  $945,000 and $4,398,000 in 1999,  1998 and 1997, or 0.29%,  0.50% and
2.92% of total loans, respectively.

     Management  made a provision for loan loss of $4,667,000 in 1999,  $150,000
in 1998 and $155,000 in 1997.  This  significant  increase in the  provision for
loan loss in 1999 over  previous  years was the result of the  previously  noted
credit problems  encountered  within the Company's asset based lending  program.
Such credit quality problems were exclusively related to this business unit, and
the Company is, as a result, exiting this market segment.

     The majority of non-accrual  loans  emanated from Eastern  American Bank at
the time of the merger in December  1997.  The  Company  has  executed a plan to
substantially  reduce the level of non-accruing  loans in its Northern  Virginia
portfolio since the merger.  As the result of significant  reductions in problem
assets and the  addition of several  experienced  commercial  lending  officers,
asset quality within the Northern  Virginia loan portfolio at December 31, 1999,
resembled that of the rest of the Bank.

     In  establishing  the  allowance  for loan losses,  management  considers a
number of factors, including loan asset quality, related collateral and economic
conditions  prevailing  during  the  loan's  repayment.  In its  loan  policies,


                                       23
<PAGE>

management  has  emphasized  the  borrower's  ability to service  the debt,  the
borrower's general creditworthiness and the quality of collateral.

     While management believes that the allowance is sufficient for the existing
loan  portfolio,  there can be no assurances  that an  additional  allowance for
losses on existing  loans may not be  necessary in the future,  particularly  if
economic conditions within the Company's market areas were to deteriorate.

Potential Problem Loans

     At December 31,  1999,  the Company had $473,000 in  non-accrual  loans,  a
reduction of 11.3% from  December  31,  1998.  The Company had $270,000 in loans
past due 90 days or more that were still  accruing  at  December  31,  1999.  In
addition to loans on either non-accrual status or loans past due 90 days or more
and still accruing, management had identified $3,100,000 of loans that have been
internally  classified.  These loans require more than normal  attention and are
potentially problem loans.

     For the  historical  analysis of the Bank's loan loss  experience,  see the
table  entitled  "Summary of Loan Loss  Experience"  in Part I - Item 1. of this
Form 10-K.

Non-interest Income and Non-interest Expenses

     Non-interest  income was $6,811,342 in 1999,  down 14.3% from $7,943,413 in
1998.  Non-interest  income  increased  in 1998 by 75.7% over  1997,  due to the
merger  transaction  with Eastern American Bank and income derived from mortgage
banking operations. However, increases in market interest rates in 1999 caused a
decline in the residential  mortgage  market volume and a resultant  decrease of
the Company's  mortgage  banking income of 19.2% to  $5,709,225.  Because of the
uncertainty of future loan  origination  volume and the future level of interest
rates,  the Company may continue to experience  reductions  in mortgage  banking
income in future  periods.  Service charge income  decreased  slightly (0.2%) to
$759,289 in 1999,  and  increased  85.8% to $760,581 in 1998,  stemming from the
increased volume of deposit activity after the merger transaction in late 1997.

     Total  non-interest  expense was  $12,167,768  in 1999, an increase of 5.2%
from $11,565,616 in 1998.  Non-interest  expense  increased in 1999 over 1998 as
the result of adding  banking  operations  in  Chesapeake  and a loan  office in
Newport News,  Virginia,  as well as incurring expenses  specifically related to
the previously noted disposition of the credit problems encountered in the asset
based  lending  program.  Non-interest  expense  increased in 1998 by 77.0% over
1997,  as the result of the merger  with  Eastern  American  Bank.  The  largest
component of non-interest  expense,  salaries and employee  benefits,  increased
slightly  (0.7%)  in 1999 to  $6,735,896,  and by  65.7%  in 1998  over  1997 to
$6,686,381.  This category  comprised 55.4% of the Company's total  non-interest
expense in 1999, 57.8% in 1998, and 61.8% in 1997.  Occupancy  expense increased
to $1,185,861 in 1999 (up 8.9%) and by 90.7% in 1998 over 1997. Depreciation and
equipment maintenance expense increased by 22.0% in 1999 to $926,702,  and 65.7%
in 1998 over 1997.  The 1999  depreciation  and  equipment  maintenance  expense
increased as a result of the  re-organization  of the mortgage  division and the
opening of the Chesapeake and Newport News branches. The 1998 increase  resulted
from the merger and a  one-time  data  processing  systems  conversion.  Outside
computer  service  expense  decreased  by  11.3% in 1999 to  $485,458.  In 1998,
outside computer service expense increased 125.3% to $547,160 as a result of the
merger  and the  previously  mentioned  systems  conversion.  Professional  fees
increased  significantly  (110%)  in  1999 to  $340,821,  as the  result  of the
previously  discussed  credit  problems  in the  asset  based  lending  program.
Professional fees increased 34.6% in 1998 over 1997.

     Federal Deposit Insurance  Corporation ("FDIC") premiums increased 10.6% to
$58,125 in 1999,  and by 322.3% to  $52,580 in 1998 over 1997.  As the result of
the merger, FDIC insurance premiums are assessed on the Bank's deposit base on a
pro rata basis  whereby  approximately  68 percent  of the Bank's  deposits  are
subject to Bank Insurance Fund ("BIF") rates,  and  approximately  32 percent of
deposits are subject to Savings Association  Insurance Fund ("SAIF") rates. This

                                       24
<PAGE>

ratio of BIF and SAIF  assessment  rates was  established at the time of merger,
based on the relative sizes of the Bank and Eastern  American Bank deposit bases
at December 1, 1997.

     Stationery  and  supplies  expense  decreased  by 5.6% in 1999 to $496,814,
after  increasing  by 78.0%  in 1998,  primarily  from the  merger  transaction.
Marketing and business development increased by 16.8% in 1999 to $400,938, after
increasing by 67.3% in 1998.

Income Taxes

     The income tax benefit from the Company's 1999 loss was $386,958, resulting
in an effective tax rate of 35.9%. Applicable income taxes on 1998 earnings
amounted to $1,590,933, resulting in an effective tax rate of 34.3% compared to
34.6% in 1997.

Liquidity

     The Company's funding requirements are supplied from a range of traditional
sources,  including  various types of demand  deposits,  money market  accounts,
certificates of deposit and short-term borrowings. Large certificates of deposit
accounted  for 4.4% and 4.7% of total  deposits at  December  31, 1999 and 1998,
respectively.  Federal  Home Loan Bank of Atlanta  ("FHLB")  advances  were also
utilized as funding  sources,  with  $18,300,000 and $7,300,000 in such advances
outstanding at December 31, 1999 and December 31, 1998,  respectively.  Pursuant
to the  terms of a  variable  rate line of  credit  with the FHLB,  the Bank may
borrow  up to 12%  of the  Bank's  assets.  This  FHLB  credit  facility  has no
expiration date, but is re-evaluated periodically to determine the Bank's credit
worthiness. Additionally, the Bank has a warehouse line of credit collateralized
by first mortgage loans,  amounting to $50,000,000 and is renewable annually. As
of  December  31,  1999,  there was no  balance  drawn from this line of credit.
Management has no reason to believe these arrangements will not be renewed.

     Management  seeks to ensure  adequate  liquidity to fund loans and meet the
Company's  financial  requirements and  opportunities.  To provide liquidity for
current,  ongoing and  unanticipated  needs, the Company maintains federal funds
sold, money market accounts and a portfolio of debt securities. The Company also
structures and monitors the flow of funds from debt securities and from maturing
loans.  Securities are generally purchased to provide a source of liquidity.  At
December 31, 1999, the Company had $6,658,954,  fair market value, in securities
available-for-sale    and    $16,536,027,    amortized   cost,   in   securities
held-to-maturity.  Unrealized  holding  gains and losses for  available-for-sale
securities are excluded from earnings and reported as a net amount in a separate
component of  stockholders'  equity until  realized.  Securities are composed of
governmental or quasi-governmental  agencies,  and preferred stocks and bonds of
corporations with a credit rating no less than Bb . Net unrealized appreciation,
net of tax effect, on securities  available-for-sale  was ($126,036) and $60,929
at December 31, 1999 and 1998, respectively. Federal funds sold to correspondent
institutions   were   $1,445,000  and  $800,000  at  year  end  1999  and  1998,
respectively.

     The Company raised  approximately  $9,200,000 of additional  capital in the
first quarter of 1999 by offering 368,000 Trust Preferred  Securities at a price
of $25.00 per Security.  The Securities feature a 9.25% coupon. The Company,  in
turn, purchased $7,350,000 of non-cumulative 9.25% Preferred Stock issued by the
Bank  during the course of 1999.  This  Preferred  Stock will  qualify as Tier 1
capital for the Bank for regulatory  purposes.  This  additional  Tier 1 capital
provided the Bank with an increased  loans to one borrower  limitation,  and the
ability  to  continue  to grow its  balance  sheet  while  maintaining  its well
capitalized  status.  The Preferred Stock 9.25% coupon matches the coupon of the
Trust  Preferred  Securities.  The  remainder  of funds  generated  by the Trust
Preferred Securities offering,  estimated at $1,550,000 after offering expenses,
was  invested  in  marketable  securities  and used by the  Company in its stock

                                       25
<PAGE>

repurchase program.  These marketable  securities are held as available-for-sale
to meet liquidity needs. The Company's stock repurchase  program was implemented
in part to help offset the potential dilutive effect of stock options granted to
the Company's  management as employment  recruitment and retention  perquisites.
During  1999  and  1998,  the  Company  repurchased  29,099  and  8,988  shares,
respectively.

Capital Resources and Adequacy

     The Federal  Reserve Board,  the FDIC and the Office of Thrift  Supervision
have issued  substantially  similar  risk-based and leverage capital  guidelines
applicable  to  banking   organizations  they  supervise.   Due  to  the  Bank's
capitalization, it is classified as "well capitalized".

     The  Company's  year-end  capital-to-asset  ratio was 5.17% at December 31,
1999 as compared to 7.62% at December 31, 1998.

     The capital  adequacy  standards  are based on an  established  minimum for
Risk-Based Capital, Tier 1 Risk-Based Capital and the Tier 1 Leverage Ratio.

     The following table summarizes the Company's  regulatory  capital ratios at
December 31, 1999.

                                  Required Ratio       Resource         Resource
                                                      Bankshares          Bank
                                  ----------------------------------------------
               Tier 1 risk-based       4.00%             8.20%            9.01%

               Total risk-based        8.00%             9.24%           10.05%

               Tier 1 leverage     4.00 to 5.00%         7.19%            7.90%

     The Company is in full  compliance  with all  relevant  regulatory  capital
requirements.

Year 2000

     The Company's  preparation for the Year 2000 changeover  proved to be fully
adequate,  as no technical  difficulties were  experienced.  The cost associated
with Year 2000 readiness was $95 thousand, and is considered immaterial.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk


     Management's  methodology to measure interest rate sensitivity  includes an
analysis of the  potential  gain or loss in future fair values of interest  rate
sensitive  instruments.  The Company's analysis assumes a hypothetical 200 basis
point  instantaneous  and parallel shift in the yield curve in interest rates. A
present value  computation is used in determining the effect of the hypothetical
interest  rate  changes  on the  fair  value  of  its  interest  rate  sensitive
instruments  as of December 31, 1999.  Computations  of  prospective  effects of
hypothetical  interest  rate  changes are based on many  assumptions,  including
relative levels of market interest  rates,  loan  prepayments and deposit decay.
They should not be relied upon as indicative  of actual  results.  Further,  the
computations do not contemplate  certain actions  management  could undertake in
response to changes in interest rates. Certain shortcomings are inherent in this
method of  analysis.  If market  conditions  vary from  assumptions  used in the
calculation of present value,  actual values may differ from amounts  disclosed.
However, if a hypothetical,  parallel and instantaneous 200 basis point increase
and decrease were experienced, net fair values of interest sensitive instruments
would be decreased by $1,200,000 and decreased by $113,000, respectively.

                                       26
<PAGE>

     This fair  value  analysis,  performed  for the  Company  by a third  party
vendor,  tends to  overstate  interest  rate risk within the  Company's  balance
sheet. The analysis assigns the contractual long term maturity to mortgage loans
within the funds advanced for settlement account.  Such loans are generally held
by the Company for less than 60 days,  being pre-sold to third party  purchasers
when the individual  borrowers lock in their interest  rates.  This extension of
loan terms  within  this  category  of the  Company's  balance  sheet  increases
interest rate risk sensitivity calculated by the analysis.

     The  analysis  also does not include a forecast of loan and deposit  volume
changes  due to the  hypothetical  200 basis  point  interest  rate  change.  In
addition,  anticipated  increased  volume  in  the  Company's  mortgage  banking
operation  from a 200  basis  point  decrease  in rates is not  included  in the
analysis.  This expected volume increase in mortgage  lending as the result of a
decline in interest rates would positively impact the Company's earnings.

     The standard  algebraic formula for calculating  present value is utilized.
The  calculation  discounts the future cash flows of the Company's  portfolio of
interest  rate  sensitive  instruments  to present  value  utilizing  techniques
designed to approximate  current market rates for securities,  current  offering
rates for loans,  and the cost of alternative  funding for the given maturity of
deposits, and then assumes a 200 basis point instantaneous and parallel shift in
these rates.  The  difference  between  these numbers  represents  the resulting
hypothetical change in the fair value of interest rate sensitive instruments.

     Other  significant  assumptions  used in the  calculation  include:  (1) no
growth in volume (i.e.,  replacement of maturities in like instruments,  with no
change in balance sheet mix); (2) constant market interest rates  reflecting the
average rate from the last month of the given quarter;  and (3) pricing  spreads
to market rates  derived from an historical  analysis,  or from  assumptions  by
instrument type.

     The Company is not engaged in investment  strategies  involving  derivative
financial  instruments.  Asset and liability management is conducted without the
use of forward-based  contracts,  options,  swap agreements,  or other synthetic
financial instruments.

Item 8. Financial Statements and Supplementary Data

     The  following  financial  statements  are included in Exhibit 99.1 of this
     Form 10-K.

     Consolidated  Balance  Sheets -  December  31,  1999 and 1998
     Consolidated Statements of Income - Years ended December 31, 1999, 1998 and
      1997
     Consolidated  Statements of Stockholders' Equity - Years ended December 31,
      1999,  1998 and 1997
     Consolidated Statements of Cash Flows - Years ended December 31, 1999, 1998
      and 1997
     Notes to Financial  Statements - December 31, 1999, 1998 and 1997
     Quarterly  unaudited  financial  information is contained in Note 21 of the
      Notes to Financial Statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     Not applicable.

Part III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

                                       27
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

     In accordance with General  Instruction G(3), the information called for in
Part III is  incorporated  by reference from the Company's Proxy Statement to be
filed no later than April 29, 2000 in connection  with the Company's 2000 Annual
Meeting of Shareholders.

PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports of Form 8-K

     (a) The following documents are filed as part of this report:

     1. The  following  consolidated  financial  statements of the Company as of
December 31, 1999, 1998 and 1997 and for the years then ended, and the auditors'
report thereon are included in this Form 10-K as Exhibit 99.1:

                        Consolidated Financial Statements

  Consolidated Balance Sheets - December 31, 1999 and 1998
  Consolidated  Statements of Income - Years Ended  December 31, 1999,  1998 and
   1997
  Consolidated  Statements of Stockholders'  Equity - Years Ended December
   31, 1999,  1998 and 1997
  Consolidated  Statements of Cash Flows - Years Ended December 31, 1999,  1998
   and 1997
  Notes to Consolidated  Financial  Statements
  Report of Independent Auditors

     2. Financial Statement Schedules - None.

     3. The  exhibits  listed  on the  accompanying  Exhibit  Index are filed or
incorporated  by reference  as part of this Form 10-K and such Exhibit  Index is
incorporated herein by reference.

     (b) Reports on Form 8-K in quarter ended December 31, 1999:  None

     (c) The  exhibits  on  the   accompanying   Exhibit   Index  are  filed  or
         incorporated  by  reference  as part of this Form 10-K and such Exhibit
         Index is incorporated herein by reference.

     (d) Financial Statements excluded from Annual Report pursuant to Rule
         14a-3(b)- Not applicable.


                                       28
<PAGE>

                                   SIGNATURES


  In accordance with the requirements of the Exchange Act, the registrant caused
this  report to be signed on its  behalf  by the  under-signed,  thereunto  duly
authorized.


                         RESOURCE BANKSHARES CORPORATION



                              /s/ Lawrence N. Smith
                      President and Chief Executive Officer
                                 Date: 3/28/2000




                            /s/ Eleanor J. Whitehurst
                Senior Vice President and Chief Financial Officer
                                 Date:3/28/2000




                                       29
<PAGE>

POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints  Lawrence N. Smith and John B. Bernhardt
and  each of them  individually,  as his true and  lawful  attorney-in-fact  and
agent,  with full power of substitution and  resubstitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments to this report, and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<S> <C>
  /s/ John B. Bernhardt
  John B. Bernhardt                              Chairman of the Board                       Date:3/28/2000

  /s/ Lawrence N. Smith                          President
  Lawrence N. Smith                              Chief Executive Officer                     Date: 3/28/2000
                                                 (Principal Executive Officer)
                                                  Director

  /s/ Eleanor J. Whitehurst                      Senior Vice President
  Eleanor J. Whitehurst,                         Chief Financial Officer                     Date: 3/28/2000
                                                 (Principal Financial and
                                                 Accounting Officer)
  /s/ Alfred E. Abiouness
  Alfred E. Abiouness                            Director                                    Date:3/28/2000

  /s/ Thomas W. Hunt
  Thomas W. Hunt                                 Director                                    Date:3/28/2000

  /s/ Louis Ray Jones
  Louis Ray Jones                                Director                                    Date:3/28/2000

  /s/ Arthur Russell Kirk
  Arthur Russell Kirk                            Director                                    Date:3/28/2000

  /s/ Elizabeth A. Twohy
  Elizabeth A. Twohy                             Director                                    Date:3/28/2000


</TABLE>

                                       30
<PAGE>

                                  Exhibit Index
                         Resource Bankshares Corporation


<TABLE>
<CAPTION>

  Exhibit
    No.                                        Description
<S> <C>
    2.1             Amended and Restated  Agreement  and Plan of Merger,  dated as of April 8, 1997       *
                    between  Resource  Bank  and  Eastern  American  Bank  FSB.   (Incorporated  by
                    reference to Resource Bank's Proxy Statement  previously filed with the Federal
                    Reserve on June 24, 1997.)

    3.1             Amended  and  Restated   Articles  of  Incorporation  of  Resource   Bankshares       *
                    Corporation.  (Incorporated  by reference to  Registrant's  Form 8-K previously
                    filed with the Commission on July 1, 1998.)

    3.2             Bylaws of  Resource  Bankshares  Corporation.  (Incorporated  by  reference  to       *
                    Registrant's Form 8-K previously filed with the Commission on July 1, 1998.)

    4.1             Certificate of Trust of Resource  Capital Trust I.  (Incorporated  by reference       *
                    to the  Registrant's  Registration  Statement on Form S-2,  Commission File No.
                    333-70361, previously filed with the Commission on January 8, 1999.)

    4.2             Trust   Agreement   dated  December  23,  1998  between   Resource   Bankshares       *
                    Corporation  and Wilmington  Trust Company.  (Incorporated  by reference to the
                    Registrant's   Registration   Statement  on  Form  S-2,   Commission  File  No.
                    333-70361, previously filed with the Commission on January 8, 1999.)

    4.3             Form of Amended and Restated  Declaration  of Trust for Resource  Capital Trust       *
                    I.  (Incorporated  by reference to the Registrant's  Registration  Statement on
                    Form S-2,  Commission File No. 333-70361,  previously filed with the Commission
                    on January 8, 1999.)

    4.4             Form of Junior Subordinated  Indenture between Resource Bankshares  Corporation       *
                    and Wilmington  Trust Company,  as Trustee.  (Incorporated  by reference to the
                    Registrant's   Registration   Statement  on  Form  S-2,   Commission  File  No.
                    333-70361, previously filed with the Commission on January 8, 1999.)

    4.5             Form of Capital  Security  (included  in Exhibit 4.3 above).  (Incorporated  by       *
                    reference to the Registrant's  Registration  Statement on Form S-2,  Commission
                    File No. 333-70361, previously filed with the Commission on January 8, 1999.)

    4.6             Form of Junior  Subordinated  Debt  Security  (included  in Exhibit 4.4 above).       *
                    (Incorporated by reference to the Registrant's  Registration  Statement on Form
                    S-2,  Commission File No.  333-70361,  previously  filed with the Commission on
                    January 8, 1999.)

</TABLE>

                                       31
<PAGE>

<TABLE>

<S> <C>
    4.7             Form of  Guarantee  Agreement  with  respect  to  Trust  Securities  issued  by       *
                    Resource  Capital  Trust I.  (Incorporated  by  reference  to the  Registrant's
                    Registration  Statement on Form S-2, Commission File No. 333-70361,  previously
                    filed with the Commission on January 8, 1999.)

    4.8             Form of Escrow  Agreement  among  McKinnon & Company,  Inc.,  Resource  Capital       *
                    Trust  I,  Resource  Bankshares   Corporation  and  Wilmington  Trust  Company.
                    (Incorporated by reference to the Registrant's  Registration  Statement on Form
                    S-2,  Commission File No.  333-70361,  previously  filed with the Commission on
                    January 8, 1999.)

    10.1            Director's  Stock  Option  Agreement  dated  June 15,  1989.  (Incorporated  by       *
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on April 28, 1993.)

    10.2            Non-Employee  Director  Incentive  Stock  Option  Plan  dated  June  15,  1989.       *
                    (Incorporated  by reference to Registrant's  Form 10-KSB  previously filed with
                    the Federal Reserve on April 28, 1993.)

    10.3            Lease  Agreement  dated  November  1,  1990  by  and  between   Birchwood  Mall       *
                    Associates  and Resource Bank and letter dated  November 12, 1992 from Resource
                    Bank to Fleder, Caplan, Jaffee Associates to amend the lease.  (Incorporated by
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on April 28, 1993.)

    10.4            Resource Bank 1993  Long-Term  Incentive  Plan.  (Incorporated  by reference to       *
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    22, 1994.)

    10.5            Resource Bank 1993 Long-Term Incentive Plan, First Amendment.  (Incorporated by       *
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on March 30, 1995.)

    10.6            Lease Agreement dated September 22, 1994 by and between  Resource  Mortgage and       *
                    A.R.  Marketing,  Inc.  (Incorporated by reference to Registrant's  Form 10-KSB
                    previously filed with the Federal Reserve on March 30, 1995.)

    10.7            Assignment of Lease dated February 28, 1994 with Resource  Mortgage to Contract       *
                    Publishing,  Inc.  (Incorporated  by  reference  to  Registrant's  Form  10-KSB
                    previously filed with the Federal Reserve on March 30, 1995.)

    10.8            Resource Bank 1994  Long-Term  Incentive  Plan.  (Incorporated  by reference to
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    30, 1995.)

</TABLE>

                                       32
<PAGE>

<TABLE>
<S><C>
    10.9            Lease  Agreement  and  Addendum to Lease both dated April 20,  1995,  and First       *
                    Lease  Amendment  dated  December  13, 1995 to Lease by and between  Glen Forst
                    Professional  Center  Associates and Resource Bank.  (Incorporated by reference
                    to Registrant's  Form 10-KSB previously filed with the Federal Reserve on March
                    20, 1996.)

    10.10           Lease  Agreement  dated April 1, 1994 by and  between  Whooping  Crane  Limited       *
                    Partnership  and  Southern  Mortgage   Financial   Company.   (Incorporated  by
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on March 20, 1996.)

    10.11           Resource  Bank  Retirement   Savings  Plan.   (Incorporated   by  reference  to       *
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    20, 1996.)

    10.12           Resource Bank 1993 Long-Term  Incentive Plan, Second  Amendment.  (Incorporated       *
                    by  reference to  Registrant's  Form 10-KSB  previously  filed with the Federal
                    Reserve on March 31, 1997.)

    10.13           Lease  Agreement  and  Addendum  to Lease both dated May 1, 1996 by and between       *
                    Birchwood  Mall  Associates and Resource  Bank.  (Incorporated  by reference to
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    31, 1997.)

    10.14           Resource Bank 1994 Long-Term Incentive Plan, First Amendment.  (Incorporated by       *
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on March 31, 1997.)

    10.15           Resource   Bank  1996   Long-Term   Incentive   Plan,   Amended  and  Restated.
                    (Incorporated  by reference to Registrant's  Form 10-KSB  previously filed with
                    the Federal Reserve on March 31, 1998.)

    10.16           Lease  Agreement  dated July 22,  1997 by and  between  Washington  Real Estate       *
                    Investment   Trust  and   Resource   Bank.   (Incorporated   by   reference  to
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    31, 1998.)

    10.17           Lease  Agreement  dated July 19, 1993 by and between Reston North Point Village       *
                    Limited   Partnership  and  Eastern   American  Bank,  FSB.   (Incorporated  by
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on March 31, 1998.)

    10.18           Lease  Agreement  dated July 18, 1995 by and between The  Richmond  Corporation       *
                    and Eastern  American Bank,  FSB.  (Incorporated  by reference to  Registrant's
                    Form 10-KSB previously filed with the Federal Reserve on March 31, 1998.)

                                                         33

</TABLE>
<PAGE>

<TABLE>
<S> <C>
    10.19           Lease  Agreement  dated  October  31, 1995 by and  between  Elden  Investments,       *
                    L.L.C.  and  Eastern   American  Bank,  FSB.   (Incorporated  by  reference  to
                    Registrant's  Form 10-KSB  previously  filed with the Federal  Reserve on March
                    31, 1998)

    10.20           Lease  Agreement  dated  October  24,  1994  by and  between  Greenbrier  Point       *
                    Partners,  L.P. and CitizensBanc  Mortgage  Company and Assignment,  Assumption
                    and Release  Agreement dated January 7, 1997 among Citizens  Mortgage  Company,
                    Resource Bank and Greenbrier  Point Partners,  L.P.  (Incorporated by reference
                    to Registrant's  Form 10-KSB previously filed with the Federal Reserve on March
                    31, 1998.)

    10.21           Lease  Agreement  dated December 5, 1996 and Amendment  dated August 5, 1997 by       *
                    and  between The Bon Air Green  Company and  Resource  Bank.  (Incorporated  by
                    reference  to  Registrant's  Form  10-KSB  previously  filed  with the  Federal
                    Reserve on March 31, 1998.)

    10.22           Employment  Agreement  dated January 1 , 1999 by and between  Resource Bank and       *
                    T.  A.  Grell,  Jr.  (Incorporated  by  reference  to  Registrant's  Form  10-K
                    previously filed with the Securities & Exchange Commission on March 31, 1999)

    10.23           Employment Agreement dated January 1, 1999, by and between Resource Bank and          *
                    Harvard R. Birdsong, as amended. (Incorporated by reference to Registrant's
                    Form 10-Q previously filed with the Securities & Exchange Commission on August
                    16, 1999)

    10.24           Employment Agreement dated January 1, 1999, by and between Resource Bank and          *
                    Debra C. Dyckman, as amended. (Incorporated by reference to Registrant's Form
                    10-Q previously filed with the Securities & Exchange Commission on August 16,
                    1999)

    10.25           Employment Agreement dated January 1, 1999, by and between Resource Bank and          *
                    Lawrence N. Smith, as amended. (Incorporated by reference to Registrant's Form
                    10-Q previously filed with the Securities & Exchange Commission on August 16,
                    1999)

    10.26           Employment Agreement dated January 1, 1999, by and between Resource Bank and          *
                    Eleanor J. Whitehurst, as amended. (Incorporated by reference to Registrant's
                    Form 10-Q previously filed with the Securities & Exchange Commission on August
                    16, 1999)

    10.27           First Amendment to Employment Agreement dated January 1, 1999, by and between         *
                    Resource Bank and T.A. Grell, Jr. (Incorporated by reference to Registrant's
                    Form 10-Q previously filed with the Securities & Exchange Commission on August
                    16, 1999)

  **21.1            Subsidiaries of Registrant.  (Incorporated  by reference to  Registrant's  Form       *
                    10-K  previously  filed with the Securities & Exchange  Commission on March 31,
                    1999)

                                                         34
</TABLE>
<PAGE>

<TABLE>

<S> <C>
    **23.1          Consent of Goodman & Company, L.L.P.

    **24.1          Powers of Attorney (included on signature page)

    **27            Financial Data Schedule

    **99.1          Consolidated Financial Statements

--------------------
  * Not filed herewith; incorporated by reference.

  ** Filed herewith.
</TABLE>
                                       35