SECURITIES AND EXCHANGE COMMISSION
Washington,  DC  20549

FORM 10-QSB

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 
	For the quarter ended March 31, 1999

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND 
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO 
_________________

Commission File Number:  0001003986

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

          Maryland          				                 52-1948274            
(State of incorporation)					(I.R.S. Employer Identification No.)

24 North Main Street,  Berlin,  Maryland  21811
(Address of principal executive offices

      (410) 641-1700     
(Issuer's telephone number)

      Not Applicable                                           
(Former name, former address and former fiscal year, if changed since 
last report)


Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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 ________


State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:

The registrant has 1,620,000 shares of common stock ($1.00 par) outstanding 
as of May 5, 1999.


Transitional Small Business Disclosure Format (check one) YES        	 
NO    X  



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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Form 10-QSB
Index


Part I  -	Financial Information					            Page

	Item 1	Financial Statements
		Consolidated Statements of Condition	        		3
		Consolidated Statements of Income			           4
		Consolidated Statements of Cash Flows			       5
		Notes to Financial Statements				              6

	Item 2	Management's Discussion and Analysis of 
  Financial Condition and	
       Results of Operation	                    7-8

Part II -	Other Information
	Item 1	Legal Proceedings				                   	9
	Item 2	Changes in Securities					               9
	Item 3	Defaults Upon Senior Securities				      9
	Item 4	Submission of Matters to a Vote of 
        Security Holders	                        9
	Item 5	Other Information					                   9
	Item 6	Exhibits and Reports on Form 8-K			      9




























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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Part I - Financial Information
Consolidated Statements of Condition 



                                         (unaudited)
                                           March 31          December 31, 
                                            1999                 1998
                              Assets

Cash and due from banks                 $   14,039,208      $   12,157,944 
Federal funds sold                          23,378,645          33,337,435 
Interest-bearing deposits                    1,228,000           1,228,000 
Investment securities available for sale     3,161,764           2,997,137 
Investment securities held to maturity
  (approximate fair value of $82,354,588
   and $80,848,955)                         82,132,688          80,275,711 
Loans, less allowance for credit losses
  of $2,084,432 and $2,080,798             144,348,646         139,757,463 
Premises and equipment                       5,414,598           5,530,566 
Accrued interest income                      1,507,939           1,869,686 
Deferred income taxes                          159,827              67,354 
Other assets                                    88,447             241,954 

                                         $ 275,459,762       $ 277,463,250 


           Liabilities and Stockholders' Equity

Deposits
  Noninterest-bearing                  $   30,626,024      $   36,648,979 
  Interest-bearing                        196,726,004         193,968,706 

                                          227,352,028         230,617,685 
Accrued interest payable                      435,010             456,133 
Accrued income taxes                          385,568                  -   
Other liabilities                              46,917              46,233 

                                          228,219,523         231,120,051 
Stockholders' equity
  Common stock, par value $1 per share 
   authorized 2,000,000 shares, issued and 
   outstanding 1,620,000 shares             1,620,000           1,620,000 
  Capital surplus                          17,290,000          17,290,000 
  Retained earnings                        27,998,692          26,954,680 

                                           46,908,692          45,864,680 
  Net unrealized gain on securities
   available for sale                         331,547             478,519 

                                           47,240,239          46,343,199 

                                        $ 275,459,762       $ 277,463,250 


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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)



                                          For the three months ended
                                                    March 31
                                              1999             1998
Interest and dividend revenue
  Loans, including fees                 $  2,941,827       $  3,085,908 
  U.S. Treasury securities                   901,193            775,779 
  State and municipal securities             127,702             92,966 
  Federal funds sold                         320,132            341,748 
  Deposits with banks                         16,295             17,808 
  Equity securities                            4,392              3,322 
    Total interest and dividend revenue    4,311,541          4,317,531 

Interest expense
  Deposit interest                         1,492,286         1,495,239 
  Other                                           -                -   
          Total interest expense           1,492,286         1,495,239 

          Net interest income              2,819,255         2,822,292 


Provision for credit losses                      700               -   
          Net interest income after
           provision for credit losses     2,818,555         2,822,292 

Other operating revenue
  Service charges on deposit accounts        172,769           142,732 
  Miscellaneous revenue                       53,623            54,770 
          Total other operating revenue      226,392           197,502 


Other expenses
  Salaries and employee benefits             724,902           690,462 
  Occupancy                                  104,027           116,284 
  Furniture and equipment                    121,842           151,293 
  Other operating                            507,241           276,031 
          Total other expenses             1,458,012         1,234,070 

Income before income taxes                 1,586,935         1,785,724 
Income taxes                                 542,923           632,048 

Net income                              $  1,044,012      $  1,153,676 

Basic earnings per share                $       0.64      $       0.71 




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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)




                                             For the three months ended
                                                      March 31
                                              1999               1998
Cash flows from operating activities
  Interest received                    $     4,600,666       $   4,592,244 
  Other revenue received                       224,651             196,870 
  Cash paid for operating expenses          (1,251,015)         (1,142,832)
  Interest paid                             (1,513,409)         (1,487,658)
  Taxes paid                                    (3,481)            (32,212)

                                             2,057,412           2,126,412 
Cash flows from investing activities
  Cash paid for premises, equipment, 
   intangibles, and construction 
   in progress                                 (88,971)            (68,180)
  Net customer loans repaid (advanced)      (4,591,883)          1,538,127 
  Redemption of matured securities          14,185,000          18,385,000 
  Investment in securities                 (16,373,427)        (14,428,915)

                                            (6,869,281)          5,426,032 
Cash flows from financing activities
  Net change in time deposits                  (93,352)          3,645,041 
  Net change in other deposits              (3,172,305)         (8,139,253)
  Payment on capital lease                         -               (61,720)

                                            (3,265,657)         (4,555,932)

Net increase (decrease) in cash             (8,077,526)          2,996,512 
Cash and equivalents at beginning 
  of period                                 45,495,379          29,358,682 
Cash and equivalents at end of period   $   37,417,853        $ 32,355,194 


Reconciliation of net income to net cash provided
  from operating activities
  Net income                           $     1,044,012       $   1,153,676 
  Adjustments 
    Depreciation and amortization               77,507              85,287 
    Charitable donation of property            128,806                 -   
    Deferred tax provision                          -               (5,798)
    Provision for loan losses                      700                 -   
    Security discount accretion, 
      net of premium amortization              (72,622)            (59,467)
    Decrease (increase) in accrued interest
      receivable and other assets              513,880             434,407 
    Increase (decrease) in accrued interest
      payable and other liabilities            365,129             518,307 

                                       $     2,057,412       $   2,126,412 





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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Notes to Financial Statements



1.	Basis of Presentation

		The accompanying unaudited condensed financial statements have been 
prepared in accordance with generally accepted accounting principles for the 
interim financial information and with the instructions to Form 10-QSB and 
Regulation S-X of the Securities and Exchange Commission.  Accordingly, they 
do not include all the information and footnotes required by generally 
accepted accounting principles for complete financial statements.  In the 
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating 
results of the three months ended March 31, 1999 and 1998 are not necessarily
indicative of the results that may be expected for the years ending 
December 31, 1999 and 1998.  For further information, refer to the financial 
statements and footnotes thereto for the Registrant's fiscal period ended 
December 31, 1998.

2.	Cash Flows

			For purposes of reporting cash flows, cash and cash equivalents include cash 
on hand, amounts due from banks and overnight investments in federal funds sold.


















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Calvin B. Taylor Bankshares, Inc. and Subsidiaries
Part I Financial Information
Item 2.  Management's Discussion and Analysis or Plan of Operation.

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

General
	The Company was incorporated in Maryland on October 31, 1995, as a bank 
holding company.  Stock of a Maryland state bank with the name Calvin B. 
Taylor Banking Company was exchanged in February, 1996 for the outstanding 
stock of the Company.  A second bank was chartered as a Delaware state bank 
with the name Calvin B. Taylor Bank of Delaware.

	The Maryland bank was established in 1890 and incorporated in 1907 while 
the Delaware bank. was chartered in 1997, opening late during the second 
quarter of 1998.  The Company currently engages in no business other than 
owning and managing the Banks.  

Financial Condition, Liquidity and Sources of Capital

	The major sources of liquidity of the Company arise from loan repayments, 
short-term investments, including federal funds sold, and an increase in 
core deposits.  During the first quarter of the year, the Bank typically 
experiences a decline in deposits since these businesses are using their 
deposits to meet their cash flow needs.  Generally, this situation reverses 
during the second quarter of the year as the businesses start repaying loans,
and the Banks receive seasonal deposits from tourists and summer residents.
Throughout the second and third quarters the Bank maintain a high liquidity
level.  Funds from seasonal deposits are invested in short-term U.S. Treasury
Bills and Federal Funds.  Average liquid assets (cash and amounts due from banks
, interest bearing deposits in other banks, federal funds sold, and 
investment securities) compared to average deposits were 54.42% for the 
first quarter of 1999 compared to 46.68% first quarter of 1998.

	At March 31, 1999, the Company's interest rate sensitivity, as measured by 
gap analysis, showed the Company was asset-sensitive with a one-year 
cumulative gap, as a percentage of interest-earning assets, of 6.78%.  
Generally asset-sensitivity indicates that assets reprice quicker than 
liabilities and in a rising rate environment net interest income typically 
increases.  Conversely, if interest rates decrease, net interest income 
would decline.  Both banks have classified its demand mortgage and 
commercial loans as immediately repriceable.  Unlike loans tied to prime, 
these rates do not necessarily change as prime changes since the decision 
to call the loans and change the rates rests with management.  The 
cumulative gap declined primarily due to the shift from demand loans to 
investment securities with longer terms while money market accounts, now 
accounts, and savings accounts, which are considered immediately repriceable,
have increased.

	Tier one risk-based capital ratios of the Company as of March 31, 1999 and 
1998 were 37.1% and 35.6%, respectively.  Both are substantially in excess 
of regulatory minimum requirements. 


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Results and Plan of Operation

	Net income for the three months ended March 31, 1999, was $1,044, 012 or 
$.64 per share, compared to $1,153,676 or $.71 per share for the first 
quarter of 1998.   The Company experienced decreased earnings of $109,664, 
from prior year earnings.  The primary reason net income decreased is due to 
an increase in other operating expense.  During the first quarter of 1999, 
the Company made a charitable donation of property, with a book value of 
$128,806.       

	Increased other operating income was offset by increased other operating 
expenses. The Company experienced increased operating expenses as the result 
of the charitable donation of a closed branch facility with a remaining book 
value of $128,806.  The new branch facility in Pocomoke has been opened. The 
Delaware Bank was not open in the first quarter of 1998.  This new bank, as 
expected, is having an adverse affect on the expenses and income of the 
Company.  Typically new Banks do not break even until their fourth or fifth
year of operation.  
 
	The Company reviewed its consolidated loan portfolio and determined the 
allowance, at 1.42% of gross loans, was adequate as of March 31, 1999.  
At December 31, 1998, the allowance was 1.47% of gross loans. At March 31, 
1999, there were no nonaccruing loans and less than .01% of the portfolio 
was delinquent ninety days or more.

	The year 2000 (Y2k) poses many potential problems for businesses and 
individuals.  In an effort to conserve hard drive space, in the past 
programmers wrote programs that would not recognize the year 2000 correctly. 
 This can cause system failures for computers and other electronic equipment 
that has chip components.  Management has a Y2k committee, which reports to 
the Board, responsible for assessing progress in the Company's plans to 
minimize the effects of the Y2k problem.  Management has upgraded the hardware
and software it has indentified as needing replacement to be Y2K compliant.
Testing of these systems is almost complete and should be done by the end
of the second quarter of 1999.  Management has also sent surveys or met with its
vendors and large customers.  The Y2K committee and loan officers are in the 
process of following up with large customers who have not satisfactorily
communicated their Y2K preparedness to the Company.
  
	The Company believes most of the costs to address the Y2k issues have 
occurred.  The remaining incremental costs should be the cost of 
communicating with the customers not yet Y2k compliant.  Management thinks 
these costs will have no significant impact on its earnings.  Management has 
budgeted $30,000 for this issue during 1999.

	Management believes its greatest Y2k issues are external issues, including 
whether borrowers are actually Y2k compliant.   If borrowers are not 
prepared, their ability to continue in business and repay their debt could 
become doubtful.

	The Banks employed ninety nine full time equivalent employees as of 
March 31, 1999.  The Maryland bank hires seasonal employees during the 
summer.  The Company employs no employees outside those hired by the Banks.

	Net interest income of the company is one of the most important factors in 
evaluating the financial performance of the Company.  The Company uses 
interest 

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Results and Plan of Operation (continued)

sensitivity analysis to determine the effect of rate changes.  Net interest 
income is projected over a one-year period to determine the effect of an 
increase or decrease in the prime rate of 100 basis points.  If prime were 
to decrease one hundred basis points, the Company would experience a 
decrease of net interest income of 6.22% if all assets and liabilities 
maturing within that period were adjusted for the rate change.  The 
sensitivity analysis does not consider the likelihood of these rate changes 
nor whether management's reaction to this rate change would be to reprice 
its loans and deposits.  This paragraph contains certain forward-looking 
statements within the meaning of and made pursuant to the safe harbor 
provisions of the Private Litigation Securities Reform Act of 1995.   

	The Banks conduct general commercial banking businesses in their service 
areas, of Worcester County, Maryland and Sussex County, Delaware, while also 
emphasizing the banking needs of individuals and small- to medium-sized 
businesses and professional concerns.  The Banks offer a full range of 
deposit services that are typically available in most banks and savings and 
loan associations, including checking accounts, NOW accounts, savings 
accounts and other time deposits of various types ranging from daily money
market accounts to longer-term certificates of deposit.

	The Banks also offer a full range of short- to medium-term commercial and 
personal loans.  The Banks originate demand mortgage loans and real estate 
construction and acquisition loans.  Loans originated to date are anticipated
 to be held in the portfolios of the originating Banks.  Other bank services 
include cash management services, safe deposit boxes, travelers checks, 
direct deposit of payroll and social security checks, and automatic drafts 
for various accounts.  The Company is associated with the MAC network of
automated teller machines that may be used by Bank customers throughout 
Maryland and other regions.  The Banks offer MasterCard and VISA credit card
services through a correspondent bank as an agent for the Banks. 



Calvin B. Taylor Bankshares, Inc. and Subsidiary
Part II Other Information


Item 1	Legal Proceedings
	Not applicable

Item 2	Changes in Securities
	Not applicable

Item 3	Defaults Upon Senior Securities
	Not applicable

Item 4	Submission of Matters to a Vote of Security Holders
 	Not applicable

Item 5	Other information
	Not applicable.

Item 6	Exhibits and Reports on Form 8-K
	a)	Exhibits
    2.  Proxy Statement dated April 1, 1999, is incorporated by reference.

	b)	Reports on Form 8-K
    	There were no reports on Form 8-K filed for the quarter ended 
      March 31, 1999.


 - 10 -


SIGNATURES

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


                               	Calvin B. Taylor Bankshares, Inc.               


Date:        5/11/1999	              By:    /s/  Reese F. Cropper, Jr.   
		                                          Reese F. Cropper, Jr.
		                                          President and CEO



Date:        5/11/1999	              By:     /s/  William H. Mitchell    
		                                           William H. Mitchell
	                                           	Chief Financial Officer


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Calvin B. Taylor Bankshares, Inc.
Financial Data Schedule


Item		                                            March 31,
Number                                              1999
9-03(1)   	Cash and due from banks	           	     14,039,208 
9-03(2)	   Interest-bearing deposits                 1,228,000 
9-03(3)	   Federal funds sold		                     23,378,645 
9-03(4) 	  Trading account assets	
9-03(6)	   Investment and mortgage-backed 
         		securities held for sale           	      3,161,764 
9-03(6)	   Investment and mortgage-backed 
	         	securities held to maturity - 
		         carrying value			                        82,132,688 
9-03(6)	   Investment and mortgage-backed 
		         securities held to maturity - 
	         	market value			                          82,354,588 
9-03(7)   	Loans			                          		    146,433,078 
9-03(7)(2)	Allowance for losses		                    2,084,432 
9-03(11)	  Total assets	                     		    275,459,762 
9-03(12)  	Deposits			                        	    227,352,028 
9-03(13)	  Short-term borrowings                           -   
9-03(15)	  Other liabilities		                         867,495 
9-03(16)	  Long-term debt	
9-03(19)	  Preferred stock - mandatory redemption
9-03(20)	  Preferred stock - no mandatory redemption
9-03(21)	  Common stock			                           1,620,000 
9-03(22)	  Other stockholders' equity	              45,620,239 
9-03(23)	  Total liabilities and stockholders'  
           equity	                                 275,459,762 








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Calvin B. Taylor Bankshares, Inc.
Financial Data Schedule
(continued)



                                             							Six Months Ended 
Guide							                                           March 31,
Number							                                            1999
9-04(1)	   Interest and fees on loans                  2,941,827 
9-04(2)	   Interest and dividends on investments			    1,033,287 
9-04-(4)  	Other interest income	                        336,427 
9-04-(5)	  Total interest income		                     4,311,541 
9-04-(6)	  Interest on deposits		                      1,492,286 
9-04-(9)	  Total interest expense		                    1,492,286 
9-04-(10)	 Net interest income		                       2,819,255 
9-04-(11)	 Provision for loan losses                         700 
9-04-(13)(h)Investment securities gains/(losses)             -   
9-04-(14) 	Other expenses		                      	     1,458,012 
9-04(15)	  Income/loss before income tax         	     1,586,935 
9-04(17)	  Income/loss before 
	          extraordinary items		                       1,586,935 
9-04(18)	  Extraordinary items, less tax                     -   
9-04(19)	  Cumulative change in accounting principles        -   
9-04(20)	  Net income or loss		                        1,044,012 
9-04(21)	  Earnings per share - basic                       0.64 
9-04(21)	  Earnings per share - diluted                     0.64 
I.B.5		    Net yield on interest earning assets             4.64 
III.C.1(a)	Loans on nonaccrual                               -   
III.C.1(b)	Accruing loans past due 90 days or more			     73,040 
III.C.1(c)	Troubled debt restructuring                       -   
III.C.2	   Potential problem loans                           -   
IV.A.1	    Allowance for loan loss                      
		         beginning of period		                       2,083,347 
IV.A.2	    Total chargeoffs		                              5,671 
IV.A.3	    Total recoveries		                              6,056 
IV.A.4  	  Allowance for loan loss 
           end of period			                            2,084,432 
IV.B.1	    Loan loss allowance allocated  
           to domestic loans			                        2,084,432 
IV.B.2	    Loan loss allowance allocated 
           to foreign loans                                  -   
IV.B.3	    Loan loss allowance - unallocated                 -   


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