Exhibit 3.2
                                     BY-LAWS
                                       OF
                               GLEN BURNIE BANCORP

                                    ARTICLE I
                                     OFFICES

         The principal office of the corporation shall be at 101 Crain Highway,
SE, Glen Burnie, Anne Arundel County, State of Maryland. The corporation may
also have offices at such other places within the State of Maryland as the Board
of Directors may from time to time determine or the business of the corporation
may require, provided permission is obtained from applicable regulators.

                                   ARTICLE II
                                  STOCKHOLDERS

         1. Place of Meetings

         Meetings of stockholders shall be held at the principal office of the
corporation or at such place within the State of Maryland as the Board of
Directors shall authorize.

         2. Annual Meeting

         The Annual Meeting of Stockholders shall be held on the second Thursday
of May at 2:00 p.m. in each year if not a legal holiday, and if a legal holiday,
then on the next business day following at the same hour, when the stockholders
shall elect a board and transact such other business as may properly come before
the meeting. In the event of extremely inclement weather, an act of God, or
other emergency situations, the meeting may be postponed from day to day until
said situation is alleviated.

         3. Special Meetings

         A special meeting of the stockholders may be called at any time by the
Chairman of the Board of Directors, the President, a majority of the Board of
Directors then serving or at the request in writing by stockholders entitled to
cast at least twenty five percent (25%) of all the votes entitled to be cast at
the meeting. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice. Notice of special meetings shall be given by the
Secretary not less than ten (10) nor more then ninety (90) days before the date
of such meeting in writing to each stockholder entitled to vote at the meeting.

         4. Fixing Record Date

         For the purpose of making any proper determination with respect to
stockholders including which stockholders are entitled to: a) notice of a
meeting; b) vote at a meeting; c) receipt of a dividend; d) be allotted other
rights, the stock transfer books of the corporation may be closed for a period
not to exceed twenty (20) days. The record date shall not be more than ninety
(90) days before the date on which the action requiring the determination will
be taken or less than ten (10) days before the date of the meeting. The Board of
Directors may choose the record date, however if no record date is


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fixed, it shall be determined in accordance with the provisions of the
Corporations & Associations Article of the Annotated Code of Maryland as it may
be amended from time to time.

         5. Notice of Meeting of Stockholders

         Written notice of each meeting of stockholders shall state the purpose
or purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each stockholder entitled
to vote at such meeting, not less than ten (10) nor more than thirty (30) days
before the date of the meeting. If action is proposed to be taken that might
entitle stockholders to payment for their shares, the notice shall include a
statement of that purpose and to that effect. If mailed, the notice is given
when deposited in the United States mail, with postage thereon prepaid, directed
to the stockholder at the stockholder's address as it appears on the record of
stockholders, or, if the stockholder has filed with the Secretary a written
request that any notices be mailed to some other address, then directed to such
other address.

         6. Waivers

         Notice of any meeting need not be given to any stockholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any stockholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by the stockholder.

         7. Quorum of Stockholders

         Unless the Articles of Incorporation provide otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of stockholders for the transaction of any business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum.

         8. Proxies

         Every stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for that stockholder by proxy.

         Every proxy must be signed by the stockholder or the stockholder's
attorney-in-fact. Proxies shall not be valid after the meeting for which they
are granted or continuation thereof and the purposes therein contained. Every
proxy shall be revocable at the pleasure of the stockholder executing it, except
as otherwise provided by law.

         9. Qualification of Voters

         Every stockholder of record shall be entitled at every meeting of
stockholders to


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one (1) vote for every share standing in that stockholder's name on the record
of stockholders.

         10.      Vote of Stockholders

         Except as otherwise required by statute or by the Articles of
Incorporation:

               a) Directors shall be elected by a plurality of the votes cast at
          a meeting of stockholders by the holders of shares entitled to vote in
          the election;

               b) The affirmative vote of the holders of not less than 80% of
          the outstanding shares of stock of the corporation entitled to vote
          shall be required for the approval or authorization with respect to
          the following:

                    1) The amendment of Articles of Incorporation.

                    2) The consolidation of the corporation with one or more
               corporations to form a new consolidated corporation.

                    3) The merger of the corporation with another corporation or
               the merger of one or more corporations into the corporation.

                    4) The sale, lease, exchange or other transfer of all, or
               substantially all, of the property and assets of the corporation,
               including its goodwill.

                    5) The participation of the corporation in a share-exchange
               (as defined in the Corporations & Association Article of the
               Annotated Code of Maryland) the stock of which is to be acquired.

                    6) The voluntary liquidation, dissolution or winding up of
               the corporation.

               c) All other corporate action shall be authorized by a majority
          of the votes cast.

         11. Written Consent of Stockholders

         Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lessor number
of holders as may be provided for in the Articles of Incorporation.

                                   ARTICLE III
                                    DIRECTORS

         1. Board of Directors

         Subject to any provision in the Articles of Incorporation, the business
of the corporation shall be managed by its Board of Directors, each of whom
shall be a citizen of the United States and the State of Maryland and be at
least the age of majority and be stockholders with sufficient

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shares to qualify under the provisions Section 3-403 of the Financial
Institutions Article of the Annotated Code of Maryland as it may be amended from
time to time.

         Former Directors may be elected by the Board of Directors to an
honorary position of Director Emeritus, however such Directors will not have a
vote and will not be required to attend regular Board of Directors meetings. The
Directors Emeritus will receive such compensation as the Board of Directors may
determine.

         2. Number of Directors

         The property, business and affairs of this corporation shall be managed
by a Board of not less than nine (9) Directors, nor more than sixteen (16).
However, two (2) of the directorships may be left vacant to be filled at the
discretion of the Board of Directors. Directors appointed under this provision
shall hold office until the next Annual Meeting where they will be subject to
election by the stockholders for another term, if the stockholders wish to fill
all directorships. The number of directors to serve each year shall be
determined at the Annual Meeting of the Stockholders of the corporation.

         3. Election and Term of Directors

         At the 1999 Annual Meeting of Stockholders, the Directors elected by
the Stockholders shall be divided into three classes (denominated as Class A,
Class B and Class C), as nearly equal in number as reasonably possible, with the
term of office of the Class A Directors to expire at the year 2000 Annual
Meeting of Stockholders, the term of office of Class B Directors to expire at
the year 2001 Annual Meeting of Stockholders, and the term of office of the
Class C Directors to expire at the year 2002 Annual Meeting of Stockholders. At
each Annual Meeting of Stockholders following such initial classification and
election, Directors elected to succeed those Directors whose terms expire shall
be elected for three (3) year term of office, provided that the Stockholders
electing new of replacement Director may from time to time specify a term of
less than three years in order to maintain the number of Directors in each class
as nearly equal as possible.

         4. Vacancies

         Any vacancy on the Board of Directors may be filled by the Board of
Directors. A Director elected by the Board of Directors to fill a vacancy shall
be elected to hold office until the next Annual Meeting of Stockholders and
until his successor has been elected and qualified.

         5. Removal of Directors

         The stockholders may remove the entire Board of Directors or any
individual Director from office by an affirmative vote of eighty percent (80%)
of all votes entitled to be cast at an election of Directors. In case the Board
or any one or more Directors be so removed, new Directors may be elected at the
same meeting. The Board of Directors may remove a Director for cause or physical
disability of long duration by a vote of eighty percent (80%) of the members
then serving on the Board of Directors.

         6. Resignation

         A Director may resign at any time by giving written notice to the
Board, the

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President, the Treasurer or Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer and the acceptance of the resignation shall not be
necessary to make it effective.

         7. Quorum of Directors

         At all meetings of the Board of Directors, a majority of the Directors
serving shall be necessary and a quorum for the transaction of business, and
every act of the majority of the Directors present at a meeting at which a
quorum is present, shall be regarded as the act of the Board of Directors,
unless a greater number is required by law or under the provisions of these
By-Laws. In absence of a quorum, a majority of the Directors present may adjourn
from day to day until the time fixed for the next regular meeting of the Board
of Directors or until a quorum shall attend.

         8. Action of the Board of Directors

         Unless otherwise required by law, the vote of a majority of the
Directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board of Directors. Each Director present shall have one
vote regardless of the number of shares that Director may hold.

         9. Place and Time of Board Meeting

         The Board of Directors may hold its meetings at the office of the
corporation or at such other place, within the State of Maryland, as it may from
time to time determine.

         10. Regular Annual Meeting

         A regular Annual Meeting of the Board of Directors shall be held
immediately following the Annual Meeting of the Stockholders at the place of
such Annual Meeting of Stockholders.

         11. Notice of Meetings of the Board, Adjournment

         Regular meetings of the Board of Directors may be held without written
notice at such time and place as it shall from time to time determine. Special
meetings of the Board of Directors shall be held upon notice to the Directors
and may be called by the President upon three (3) days notice to each Director
either personally or by mail, or by wire. Special meetings shall be called by
the President or by the Secretary, and/or the Treasurer in a like manner on
written request of two (2) Directors. Notice of a meeting need not be given to
any Director who submits a waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice.

         12. Chairman

         The Chairman of the Board of Directors shall preside at all meetings of
the Board of Directors and the stockholders of the corporation. The Chairman
shall be an ex officio member of all standing committees. The Chairman's main
duties shall consist of relations between the Board of Directors and the
Officers and the Board of Directors and the stockholders. Also, the Chairman may
exercise such other and further authority as the Board of Directors may, from
time to time, delegate to the Chairman.


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         13. Compensation

         The Board of Directors shall provide for compensation to be paid to
Directors, Committee members and the Secretary attending meetings of the Board
and any Committees.

                                   ARTICLE IV
                                    OFFICERS

         1. Offices, Election, Term

         The officers of the corporation shall consist of: President (who may
also be Chairman of the Board of Directors), Vice Presidents, Secretary and
Treasurer. All of said officers shall be elected by the Board of Directors. New
Officer positions may be created and filled by the Board of Directors at any
regular or special Board meeting.

         2. President

         The President shall be the Chief Executive Officer of the corporation.
The President shall carry into effect all legal directions of the Executive
Committee and the Board of Directors and shall at all times exercise general
supervision over the interests, affairs, and operations of the corporation and
perform all duties with reference thereto or incident to office of President.
Also, the President may perform such duties as the Board of Directors may
designate from time to time. The President shall be an ex officio member of all
standing Committees.

         3. Vice President

         During the absence or disability of the President, the Vice President
shall have all the duties and powers and functions of the President.

         The Vice President shall perform such duties as may be prescribed by
the Board of Directors from time to time.

         4. Assistant Vice President

         The Board of Directors may appoint an Assistant Vice President or more
than one Assistant Vice President. Each Assistant Vice President shall have
power to perform all duties of the Vice President in the absence or disability
of the Vice President and shall have such other powers and shall perform such
other duties as may be assigned by the Board of Directors or the President.

         5. Treasurer

         The Treasurer shall have custody of all the funds and securities of the
corporation, and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. The Treasurer shall deposit
all monies and other valuables in the name and to the credit of the corporation
in such despository or despositories as may be designated by the Board of
Directors.

         The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall render to the President and the Board of
Directors, whenever either of them so request, an account of all transactions
as Treasurer and of the financial condition of the corporation.

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         Duties generally incident to the office of Treasurer, subject to the
control of the Board of Directors and the President.

         During the absence or disability of the Treasurer, the Board of
Directors may select an Acting Treasurer to serve, who shall have all the powers
and functions of the Treasurer. The Acting Treasurer would serve until, in the
judgment of the Board of Directors, the Treasurer could return to duty.

         6. Secretary

         The Secretary shall have the custody of the seal of the corporation and
shall affix the same to all instruments requiring it, when authorized by the
Board of Directors or the President and attest the same. In general, the
Secretary shall perform all duties generally incident to the office of
Secretary, subject to the control of the Board of Directors and the President.

         During the absence or disability of the Secretary, the Board of
Directors may elect an Acting Secretary to serve, who shall have all the powers
and duties of the Secretary. The Acting Secretary will serve until, in the
judgment of the Board of Directors, the Secretary could return to duty.

         7. Counsel

         The Board of Directors shall have the power to appoint a Counsel. The
Counsel of this corporation shall have such powers and perform such duties as
the Board of Directors shall prescribe.

                                    ARTICLE V
                             CERTIFICATES FOR SHARES

         1. Certificates

         The shares of the corporation shall be represented by certificates
unless represented by book entries (Statement of Account). They shall be
numbered and entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and the number of shares and shall be signed by
the officers designated in these By-Laws, and shall bear the corporate seal. The
President and Secretary, shall sign all certificates of stock and shall have
power to make any and all transfers of the stock of this corporation which may
be authorized. In the absence of the President the Vice President shall perform
the duties and in the absence of the Secretary the Assistant Secretary shall
perform these duties in reference to said certificates.

         2. Lost or Destroyed Certificates

         The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by
corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum and with such
surety or sureties as it may

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direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.

         3. Transfer of Shares

               a. Upon surrender to the corporation or the transfer agent of the
          corporation of a certificate for shares duly endorsed or accompanied
          by proper evidence of succession, assignment or authority to transfer,
          it shall be the duty of the corporation to issue a new certificate to
          the person or persons entitled thereto, and cancel the old
          certificate. Every such transfer shall be entered on the transfer book
          of the corporation which shall be kept at its principal office. No
          transfer shall be made within twenty (20) days next preceding the
          Annual Meeting of the Stockholders.

               b. The corporation shall be entitled to treat the holder of
          record of any share as the holder in fact thereof and accordingly
          shall not be bound to recognize any equitable or other claim to or
          interest in such share on the part of any other person whether or not
          it shall have express or other notice thereof, except as expressly
          provided by the laws of the State of Maryland.

         4. Transfer Books

         The Board of Directors may prescribe a period not exceeding twenty (20)
days prior to any meeting of the stockholders, during which time no transfer of
stock on the books of the corporation may be made.

                                   ARTICLE VI
                                    DIVIDENDS

         The Board of Directors, at their discretion, may, when the surplus
profits justify, declare dividends (or distribution of surplus profits) to the
holders of shares of capital stock.

                                   ARTICLE VII
                       INVESTMENTS, LOANS AND EXPENDITURES

         The funds of this corporation may be invested, loaned or expended in
such manner and on such terms as the Board of Directors or Executive Committee
may determine, subject to applicable State and Federal laws and regulations.

         To acquire, hold, own, sell, assign, exchange, transfer or otherwise
dispose of or deal in and with any of the shares of capital stock and other
securities and interest issued or created by any banking institution or
association organized under the laws of the United States of America, any state,
other political subdivision or any foreign government, or any other firm or
corporation to the extent permitted by applicable laws or regulations.

                                  ARTICLE VIII
                                 CORPORATE SEAL

         The seal of the corporation shall be circular in form and bear the name
of the corporation, the year of its organization and the words "Corporate Seal -
Maryland." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved, or printed.

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                                   ARTICLE IX
                            EXECUTION OF INSTRUMENTS

         All corporate instruments and document, except stock certificates,
shall be signed or countersigned, executed, verified or acknowledged by such
officer or officers or other person or persons as the Board of Directors may
from time to time designate.

                                    ARTICLE X
                                   FISCAL YEAR

         The fiscal year shall begin the first day of January in each year and
end on the following 31st day of December in each year.

                                   ARTICLE XI
                   REFERENCES TO CERTIFICATE OF INCORPORATION
                                       AND
                            ARTICLES OF INCORPORATION

         Reference to the Certificate of Incorporation and the Articles of
Incorporation in these By-Laws shall include all amendments thereto or changes
thereof unless specifically exempted.

                                   ARTICLE XII
                                 BY-LAW CHANGES

         1. Amendment, Repeal, Adoption, Election of Directors

         Except as otherwise provided in the Articles of Incorporation, the
By-Laws may be amended by the stockholder of the corporation by an affirmative
vote of eighty 80% of all the votes entitled to be cast on the matter. The
By-Laws may be amended or repealed at any Special Meeting called for that
purpose or at any regular Annual Meeting, provided however that notice, as
required, is given to all stockholders entitled to said notice.

                                  ARTICLE XIII
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         As used in this Article XIII, any word or words defined in Section
2-418 of the Corporations & Associations Article of the Annotated Code of
Maryland, as amended from time to time, (the is Indemnification Section) shall
have the same meaning as provided in the Indemnification Section.
         The corporation may indemnify and advance expenses to a Director,
officer, employee, Committee member of the Corporation in connection with a
proceeding to the fullest extent permitted by and in accordance with the
Indemnification Section.

                                   ARTICLE XIV
                      PUBLICATION OF NOTICE TO STOCKHOLDERS

         Notice of the time, place and purpose of such meeting shall be given by
publication in at least one (1) newspaper published in Anne Arundel County,
Maryland, not less than ten (10) days prior to the

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meeting, in which said notice shall set forth the time and place of said meeting
and also the fact that the meeting is an Annual Meeting and that the annual
election of directors will then be held.

                                   ARTICLE XV
                         ANNUAL REPORT OF THE PRESIDENT

         At every Annual Meeting of the Stockholders, the President shall submit
full reports of the financial condition of the corporation and the results of
its operations during the preceding year.

                                   ARTICLE XVI
                             INSPECTORS OF ELECTION

         At the meeting, the Chairman of the meeting shall appoint two (2) or
more persons to act as inspectors of election. However, the failure to appoint
such inspectors shall not in any way affect the validity of the election or
other proceedings taken at the meeting.




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