<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM 10-Q/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
    Exchange Act of 1934

    For Quarterly Period Ended  September 30, 2000
                                      OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
    Exchange Act of 1934
                           For the Transition Period

                        Commission File Number 0-16421

                       PROVIDENT BANKSHARES CORPORATION
                       --------------------------------
            (Exact Name of Registrant as Specified in its Charter)



         Maryland                                               52-1518642
-------------------------------                                 ----------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                          Identification  Number)


             114 East Lexington Street, Baltimore, Maryland 21202
             ----------------------------------------------------
                   (Address of Principal Executive Offices)



                                Not Applicable
 ----------------------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year if Changed
                              Since Last Report)


                                (410) 277-7000
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

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

Common Stock, par value $1.00 per share, 26,475,393 shares outstanding at
November 1, 2000.
<PAGE>

               PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
                               TABLE OF CONTENTS

                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Statement of Condition - Unaudited
         September 30, 2000 and 1999 and  December 31, 1999                   3

         Consolidated Statement of Income - Unaudited
         Three and nine month periods ended September 30, 2000 and 1999       4

         Consolidated Statement of Cash Flows - Unaudited
         Nine months ended September 30, 2000 and 1999                        5

         Notes to Consolidated Financial Statements - Unaudited               6

Item 2.  Management's Discussion and Analysis
         of Results of Operations and Financial Condition                     11

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk                                                    15

PART II - OTHER INFORMATION                                                   16

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES                                                                    17
EXHIBIT INDEX                                                                 18

________________________________________________________________________________
Statements contained in this Form 10-Q which are not historical facts are
forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties which could cause actual results to differ materially
from those projected. Such risk and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the SEC from time to time.
________________________________________________________________________________

                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

CONSOLIDATED STATEMENT OF CONDITION - UNAUDITED
Provident Bankshares Corporation and Subsidiaries

<TABLE>
<CAPTION>
                                                                                   September 30,    December 31,    September 30,
(dollars in thousands)                                                                 2000            1999             1999
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                     (Restated)     (Restated)      (Restated)
<S>                                                                              <C>             <C>             <C>
Assets
Cash and Due From Banks                                                           $     80,013    $      90,840   $      76,211
Short-Term Investments                                                                  17,843            1,759           1,319
Mortgage Loans Held for Sale                                                            18,392           30,535          67,877
Securities Available for Sale                                                        2,027,827        1,671,507       1,323,419
Loans:
   Consumer                                                                          2,087,465        2,201,608       2,421,211
   Commercial Business                                                                 351,015          363,059         392,311
   Real Estate -- Construction                                                         233,981          151,875         134,745
   Real Estate -- Mortgage                                                             700,656          464,242         388,861
--------------------------------------------------------------------------------------------------------------------------------
     Total Loans                                                                     3,373,117        3,180,784       3,337,128
Less:  Allowance for Loan Losses                                                        37,469           36,445          37,502
--------------------------------------------------------------------------------------------------------------------------------
     Net Loans                                                                       3,335,648        3,144,339       3,299,626
--------------------------------------------------------------------------------------------------------------------------------
Premises and Equipment, Net                                                             45,431           44,277          41,570
Accrued Interest Receivable                                                             50,951           46,507          44,954
Other Assets                                                                           119,658           64,713          59,366
--------------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                      $  5,695,763    $   5,094,477   $   4,914,342
================================================================================================================================

Liabilities
Deposits:
  Noninterest-Bearing                                                             $    314,717    $     264,252   $     255,562
  Interest-Bearing                                                                   3,702,679        3,544,276       3,400,753
--------------------------------------------------------------------------------------------------------------------------------
    Total Deposits                                                                   4,017,396        3,808,528       3,656,315
--------------------------------------------------------------------------------------------------------------------------------


Borrowings                                                                           1,332,196          967,603         936,115
Other Liabilities                                                                       43,226           43,747          38,884
--------------------------------------------------------------------------------------------------------------------------------
  Total Liabilities                                                                  5,392,818        4,819,878       4,631,314
--------------------------------------------------------------------------------------------------------------------------------

Stockholders' Equity
Common Stock (Par Value $1.00) Authorized 100,000,000 Shares,
  Issued 29,649,881, 26,225,752 and 26,146,114 Shares; at September 30,
  2000, December 31, 1999 and September 30, 1999, respectively                          29,650           26,226          26,146
Capital Surplus                                                                        251,234          203,364         202,347
Retained Earnings                                                                       98,283          102,587          95,141
Net Accumulated Other Comprehensive Income                                             (33,295)         (44,323)        (28,637)
Treasury Stock at Cost - 2,591,797, 693,866, and 626,266 Shares at
  September 30, 2000, December 31, 1999 and September 30, 1999, respectively           (42,927)         (13,255)        (11,969)
--------------------------------------------------------------------------------------------------------------------------------
  Total Stockholders' Equity                                                           302,945          274,599         283,028
--------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                        $  5,695,763    $   5,094,477   $   4,914,342
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

These financial statements should be read in conjunction with the accompanying
notes.

                                       3
<PAGE>

CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
Provident Bankshares Corporation and Subsidiaries

<TABLE>
<CAPTION>
                                                                       Three Months Ended                 Nine Months Ended
                                                                          September 30,                     September 30,
------------------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)                                 2000            1999            2000               1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>          <C>                  <C>
Interest Income                                                      (Restated)    (Restated)       (Restated)        (Restated)
Interest and Fees on Loans                                        $    73,721     $    67,135    $    211,107       $    191,869
Interest on Securities                                                 32,814          22,225          93,090             63,626
Tax-Advantaged Interest                                                   523             582           1,556              1,747
Interest on Short-Term Investments                                         90              20             182                 80
------------------------------------------------------------------------------------------------------------------------------------
   Total Interest Income                                              107,148          89,962         305,935            257,322
------------------------------------------------------------------------------------------------------------------------------------
Interest Expense
Interest on Deposits                                                   46,546          38,694         131,714            109,292
Interest on Borrowings                                                 22,142          14,251          59,313             42,520
------------------------------------------------------------------------------------------------------------------------------------
   Total Interest Expense                                              68,688          52,945         191,027            151,812
------------------------------------------------------------------------------------------------------------------------------------
  Net Interest Income                                                  38,460          37,017         114,908            105,510
Less: Provision for Loan Losses                                         7,285           3,215          24,620              7,935
------------------------------------------------------------------------------------------------------------------------------------
  Net Interest Income After Provision for Loan Losses                  31,175          33,802          90,288             97,575
------------------------------------------------------------------------------------------------------------------------------------
Non-Interest Income
Service Charges on Deposit Accounts                                    13,310          10,338          36,273             28,668
Mortgage Banking Activities                                             1,042           1,639           2,873              8,273
Commissions and Fees                                                    1,069           1,269           3,748              4,133
Net Securities Gains                                                        -               -           7,858                312
Other Non-Interest Income                                               1,727           2,205           5,144              5,393
------------------------------------------------------------------------------------------------------------------------------------
   Total Non-Interest Income                                           17,148          15,451          55,896             46,779
------------------------------------------------------------------------------------------------------------------------------------
Non-Interest Expense
Salaries and Employee Benefits                                         17,456          16,936          52,759             50,134
Occupancy Expense, Net                                                  3,213           2,836           9,547              8,384
Furniture and Equipment Expense                                         2,534           2,371           7,476              6,589
External Processing Fees                                                4,095           3,763          12,152             11,192
Other Non-Interest Expense                                              8,460           6,824          23,328             20,005
------------------------------------------------------------------------------------------------------------------------------------
   Total Non-Interest Expense                                          35,758          32,730         105,262             96,304
------------------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes                                             12,565          16,523          40,922             48,050
Income Tax Expense                                                      4,030           5,218          12,962             15,430
------------------------------------------------------------------------------------------------------------------------------------
Income Before Extraordinary Item                                        8,535          11,305          27,960             32,620
Extraordinary Item -- Gain on Debt Extinguishment, Net                     --              --             770                 --
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                        $     8,535     $    11,305    $     28,730       $     32,620
====================================================================================================================================

Basic Earnings Per Share
Income Before Extraordinary Item                                  $      0.31     $      0.40    $       1.01       $       1.16
Net Income                                                               0.31            0.40            1.04               1.16
====================================================================================================================================

Diluted Earnings Per Share
Income Before Extraordinary Item                                  $      0.31     $      0.39    $       0.99       $       1.13
Net Income                                                               0.31            0.39            1.02               1.13
====================================================================================================================================
</TABLE>

These financial statements should be read in conjunction with the accompanying
notes.

                                       4
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
Provident Bankshares Corporation and Subsidiaries

<TABLE>
<CAPTION>
(in thousands)
Nine Months Ended September 30,                                                                      2000            1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>              <C>
Operating Activities                                                                         (Restated)       (Restated)
   Net Income                                                                             $        28,730  $       32,620
   Adjustments to Reconcile Net Income to
     Net Cash Provided (Used) by Operating Activities:
        Depreciation and Amortization                                                              16,904          24,715
        Provision for Loan Losses                                                                  24,620           7,935
        Provision for Deferred Income Tax                                                           7,201           2,018
        Realized Net Securities Gains                                                              (7,858)           (312)
        Loans Originated or Acquired and Held for Sale                                           (130,922)       (499,513)
        Proceeds from Sales of Loans Held for Sale                                                143,985         660,783
        Gain on Sales of Loans Held for Sale                                                         (920)         (4,440)
        Other Operating Activities                                                                (10,380)           (175)
--------------------------------------------------------------------------------------------------------------------------
  Total Adjustments                                                                                42,630         191,011
--------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                                          71,360         223,631
--------------------------------------------------------------------------------------------------------------------------

Investing Activities
   Principal Collections and Maturities of Securities Available for Sale                          159,992         161,081
   Proceeds on Sales of Securities Available for Sale                                              80,429          22,820
   Purchases of Securities Available for Sale                                                    (191,011)       (368,810)
   Loan Originations and Purchases Less Principal Collections                                    (367,787)       (270,268)
   Purchases of Bank Owned Life Insurance                                                         (50,799)             --
   Proceeds from Business Acquisition                                                               2,451              --
   Purchases of Premises and Equipment                                                             (5,913)         (6,879)
--------------------------------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities                                                            (372,638)       (462,056)
--------------------------------------------------------------------------------------------------------------------------

Financing Activities
   Net Increase in Deposits                                                                        35,438         236,758
   Net Increase in Short-Term Borrowings                                                          222,237          88,864
   Proceeds from Long-Term Debt                                                                   339,500          16,000
   Payments and Maturities of Long-Term Debt                                                     (249,306)        (88,506)
   Issuance of  Stock                                                                               1,285           1,616
   Purchase of Treasury Stock                                                                     (29,672)         (2,192)
   Cash Dividends on Common Stock                                                                 (12,947)        (11,148)
--------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                                         306,535         241,392
--------------------------------------------------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents                                                               5,257           2,967
   Cash and Cash Equivalents at Beginning of Year                                                  92,599          74,563
--------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period                                                $        97,856  $       77,530
==========================================================================================================================

Supplemental Disclosures
--------------------------------------------------------------------------------------------------------------------------
Interest Paid, Net of Amount Capitalized                                                  $       141,180  $      103,283
Income Taxes Paid                                                                                   7,617           7,616
Stock Dividend                                                                                     20,087          29,827
Stock Issued for Acquired Company                                                                  29,922              --
Loans Securitized and Converted to Securities Available for Sale                                  309,998              --
</TABLE>


These financial statements should be read in conjunction with the accompanying
notes.

                                       5
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES

SEPTEMBER 30, 2000

NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine month period ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the consolidated financial statements
and notes thereto included in the Provident Bankshares Corporation's ("the
Corporation") Annual Report on Form 10-K for the year ended December 31, 1999 as
filed with the Securities and Exchange Commission on February 17, 2000.

     All per share amounts for the three and nine months ended September 30,
2000 have been given the effect of the 5% stock dividend paid in May, 2001.

     As discussed in Note C, certain financial data in this Form 10-Q/A has been
restated. All financial data in this Form 10-Q/A reflects the impact of the
restatement.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

Loan and Allowance for Loan Losses
----------------------------------

     All interest on loans is accrued at the contractual rate and credited to
income based upon the principal amount outstanding. The Corporation defers and
amortizes certain loan fees and costs over the life of the loan using the
interest method. Net amortization of these fees and costs are recognized into
interest income as a yield adjustment and are, accordingly reported as Interest
and Fees on Loans in the Consolidated Statement of Income.

     Management places a commercial loan in non-accrual status and discontinues
the accrual of interest and reverses previously accrued but unpaid interest when
the quality of a commercial credit has deteriorated to the extent that
collectibility of all interest and/ or principal cannot be reasonably expected
or when it is 90 days past due unless the loan is well secured and in the
process of collection. At times commercial loans secured by real estate are
charged-off and the underlying collateral is repossessed. At the time of
repossession, the loan is reclassified as other real estate owned and carried at
fair market value less cost to sell (net realizable value). The difference
between the loan balance and the net realizable value at time of foreclosure is
recorded as a charge-off. Other real estate owned is evaluated periodically for
impairment of value. Impairment of value is recognized through a charge to
earnings.

     Consumer credit secured by residential property is evaluated for
collectibility at 120 days past due. If the loan is in a first lien position and
the ratio of the loan to collateral value, less cost to sell, exceeds 90% the
loan will be placed in non-accrual status and all accrued but unpaid interest
will be reversed against interest income. If the loan is in a junior lien
position, all other liens will be considered in calculating the loan to value
ratio. Generally, no loan will continue to accrue interest after reaching 210
days past due. In general, charge-offs of delinquent loans secured by
residential real estate will be recognized when losses are reasonably estimable
and probable. No later than 180 days delinquent, any portion of an outstanding
loan balance in excess of the collateral's net realizable balance will be
charged-off. Subsequent to any partial charge-offs, loans will be carried in
non-accrual status until the collateral is liquidated or the loan is charged-off
in its entirety. Properties with partial charge-offs will be periodically
evaluated to determine whether additional charge-offs are warranted. Subsequent
to the liquidation of the property, any deficiencies between proceeds and the
recorded balance of the loan will result in additional charge-offs. Any excess
proceeds will be recognized as a loan recovery.

                                       6
<PAGE>

     Generally, non-residential secured closed end consumer loans that become
past due 120 days are charged-off in full. Unsecured open-end consumer loans
will be charged-off in full at 180 days past due.

     Individual loans are considered impaired when, based on available
information, it is probable that the Corporation will be unable to collect
principal and interest when due in accordance with the contractual terms of the
loan agreement. All non-accrual loans and troubled debt restructurings are
considered impaired loans. The measurement of impaired loans may be based on the
present value of expected cash flows discounted at the historical effective
interest rate, the market price of the loan or based on the fair value of the
underlying collateral.

     Restructured loans are considered impaired in the year of restructuring. In
subsequent years each restructured loan is evaluated for impairment. The
allowance for loan losses includes reserves for the impaired loans.

     Collections of interest and principal on all loans in non-accrual status
and/or considered impaired are generally applied as a reduction to the
outstanding principal balance of the loan. Once future collectibility has been
established, interest income may be recognized on a cash basis.

     The Corporation's allowance for loan losses is based on management's
continuing review and evaluation of the loan portfolio and intended to maintain
an allowance adequate to absorb probable inherent losses on outstanding loans.
The level of the allowance is based on an evaluation of the risk characteristics
of the loan portfolio and considers such factors as past loan loss experience,
non-accrual and delinquent trends, the financial condition of the borrower,
current economic conditions and other relevant factors. Adjustments to the
allowance due to changes in measurement of impaired loans are incorporated in
the provision for loan losses.

NOTE C - RESTATEMENT OF PREVIOUSLY REPORTED RESULTS OF OPERATIONS

     In connection with the issuance of its 2001 second quarter results, the
Corporation restated earnings for the first quarter of 2001, the year ended
December 31, 2000 and the three and nine months ended September 30, 2000 (and
each other quarter of 2000). In addition, certain other financial data not
impacting earnings (e.g., loans, charge-offs, and the allowance for loan losses)
has been restated for the comparable 1999 periods. As the Corporation announced
on August 6, 2001, the restatement is the result of a review of delinquent loans
and loans that were 120 days or more past due in the Corporation's $1.5 billion
acquired second mortgage loan portfolio. The review discovered previously
unidentified losses in the portfolio which should have been recognized in prior
periods. Accordingly, those prior periods have been restated to reflect this
information. Adjustments to the Statement of Income for amounts previously
reported affect interest income for the reversal of accrued interest on loans
that should have been placed on non-accrual status, write-offs of related loan
premiums on acquired loans, and provisions for loan losses to establish an
adequate allowance for loan losses in those periods in which additional charge-
offs should have occurred.

     In addition, during the quarter ended March 31, 2001, the Company
reclassified its corporation-obligated mandatorily redeemable capital securities
to liabilities and the related expense to interest expense, previously recorded
as non-interest expense. All prior period amounts in 2000 and 1999 have been
restated.

                                       7
<PAGE>

     The table below provides a reconcilement reflecting adjustments, net of
tax, of net income and earnings per share for the three months ended September
30, 2000. Accordingly, capital has been adjusted for the adjustment to net
income. Additionally, the table indicates the additional charge-offs during the
period and selected other pertinent balances as reported and as restated.

<TABLE>
<CAPTION>
                                                                         Three Months Ended              Nine Months Ended
                                                                           September 30,                   September 30,
                                                                    ----------------------------    ----------------------------
(dollars in thousands, except per share data)
                                                                           2000         1999             2000           1999
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>            <C>            <C>
As Reported Net Income                                              $    11,355      $    11,305    $    32,235    $    32,620
Increase to the Provision for Loan Losses, net of tax                    (2,600)               -         (2,600)             -
Reversal of Accrued but Uncollected Interest
  Income and Write-off of Loan Related Premium, net of tax                 (220)               -           (905)             -
--------------------------------------------------------------------------------------------------------------------------------
Total Decrease in Net Income                                             (2,820)               -         (3,505)             -
--------------------------------------------------------------------------------------------------------------------------------
Total Restated Net Income                                           $     8,535      $    11,305    $    28,730    $    32,620
--------------------------------------------------------------------------------------------------------------------------------

Earnings Per Share - Basic
     As Reported                                                    $      0.42      $       .40    $      1.17    $      1.16
     As Restated                                                           0.31              .40           1.04           1.16

Earnings Per Share - Diluted
     As Reported                                                    $      0.41      $       .39    $      1.15    $      1.13
     As Restated                                                           0.31              .39           1.02           1.13

Loan Charge-offs, net of recoveries
     As Reported                                                    $     9,057      $     1,792    $    19,458    $    13,172
     As Restated                                                         10,372            2,818         23,050         10,569

Allowance for Loan Losses
     As Reported                                                    $    40,396      $    40,105    $    40,396    $    40,105
     As Restated                                                         37,469           37,502         37,469         37,502

Loans
     As Reported                                                    $ 3,380,288      $ 3,339,731    $ 3,380,288    $ 3,339,731
     As Restated                                                      3,373,117        3,337,128      3,373,117      3,337,128

Stockholders' Equity
     As Reported                                                    $   306,450      $         -    $   306,450    $         -
     As Restated                                                        302,945                -        302,945              -

Interest Expense
     As Reported                                                    $    67,151      $    52,171    $   187,019    $   149,367
     As Restated                                                    $    68,688      $    52,945        191,027        151,812

Non-Interest Expense
     As Reported                                                    $    37,295      $    33,504    $   109,270    $    98,749
     As Restated                                                    $    35,758      $    32,730        105,262         96,304
</TABLE>

<TABLE>
<CAPTION>
Total Liabilities                                                December 31, 1999     September 30, 2000      September 30, 1999
                                                                 -----------------     ------------------      ------------------
<S>                                                              <C>                   <C>                     <C>
     As Reported                                                    $ 4,780,716            $ 5,324,867             $ 4,592,159
     As Restated                                                      4,819,878              5,392,818               4,631,314
</TABLE>

     All per share amounts for the three and nine months ended September 30,
2000 have been given the effect of the 5% stock dividend paid in May, 2001.

NOTE D - ACQUISITION

     On August 31, 2000 the Corporation completed its acquisition of Harbor
Federal Bancorp, the parent of Harbor Federal Savings Bank, exchanging
approximately 2 million shares of common stock based on the exchange ratio of
1.256 shares of Provident common stock for each outstanding share of Harbor
Federal. The purchase method of accounting was used for the acquisition,
accordingly the impact to the results of operations, for the one month since the
date of acquisition included in the accompanying consolidated financial
statements, is not material. The acquired assets and liabilities were
consolidated at their respective fair values of $248 million and $229 million,
respectively. The acquisition resulted in approximately $14 million of
intangible assets. Pro forma financial information has not been presented, as
the pro forma impact on consolidated operations is not significant.

NOTE E - EXTRAORDINARY ITEM

     During the first quarter of 2000, the Corporation liquidated $78 million of
Federal Home Loan Bank Advances due in 2001 through 2003. Accordingly, a net
gain of $770 thousand, or $.03 per share, after taxes of $415 thousand was
recognized.

                                       8
<PAGE>

NOTE F - PER SHARE INFORMATION

     The following table presents a summary of per share data and amounts for
the periods indicated:

<TABLE>
<CAPTION>
                                                                     Three Months Ended             Nine Months Ended
                                                                        September 30,                 September 30,
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                      2000             1999             2000           1999
----------------------------------------------------------------------------------------------------------------------------
                                                                (Restated)                         (Restated)
<S>                                                          <C>             <C>               <C>            <C>
Net Income Before Extraordinary Item                          $       8,535   $       11,305    $     27,960   $     32,620
Extraordinary Item -- Gain on Debt Extinguishment, Net                    -                -             770              -
----------------------------------------------------------------------------------------------------------------------------
Net Income                                                            8,535           11,305    $     28,730   $     32,620
----------------------------------------------------------------------------------------------------------------------------
Basic
Basic EPS Shares                                                     27,280           28,073          27,512         28,009
Net Income Before Extraordinary Item                          $        0.31   $         0.40    $       1.01   $       1.16
Extraordinary Item -- Gain on Debt Extinguishment, Net                    -                -            0.03              -
----------------------------------------------------------------------------------------------------------------------------
Net Income Per Share                                                   0.31             0.40    $       1.04   $       1.16
----------------------------------------------------------------------------------------------------------------------------
Diluted
Dilutive Shares (principally stock options)                             538              828             540            879
Diluted EPS  Shares                                                  27,818           28,901          28,052         28,888
Net Income Before Extraordinary Item                          $        0.31   $         0.39    $       0.99   $       1.13
Extraordinary Item -- Gain on Debt Extinguishment, Net                    -                -            0.03              -
----------------------------------------------------------------------------------------------------------------------------
Net Income Per Share                                                   0.31             0.39    $       1.02   $       1.13
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>

NOTE G - INVESTMENT SECURITIES

     The aggregate amortized cost and market values of the investment securities
portfolio at September 30, were as follows:

<TABLE>
<CAPTION>
                                                                    Gross                Gross
                                             Amortized            Unrealized           Unrealized             Market
(in thousands)                                 Cost                 Gains                Losses                Value
------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                  <C>                   <C>                  <C>
September 30, 2000
Securities Available for Sale
U.S. Treasury and Government
  Agencies and Corporations              $       86,067       $        1,055        $          40        $       87,082
Mortgage-Backed Securities                    1,826,498                5,435               37,268             1,794,665
Municipal Securities                             26,615                  171                  214                26,572
Other Debt Securities                           139,866                   17               20,375               119,508
------------------------------------------------------------------------------------------------------------------------
  Total Securities Available for Sale    $    2,079,046       $        6,678        $      57,897        $    2,027,827
------------------------------------------------------------------------------------------------------------------------

September 30, 1999
Securities Available for Sale
U.S. Treasury and Government
  Agencies and Corporations              $       39,358       $           --        $          46        $       39,312
Mortgage-Backed Securities                    1,166,583                1,441               35,378             1,132,646
Municipal Securities                             26,778                  214                  293                26,699
Other Debt Securities                           138,075                    1               13,314               124,762
------------------------------------------------------------------------------------------------------------------------
  Total Securities Available for Sale    $    1,370,794       $        1,656        $      49,031        $    1,323,419
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     At September 30, 2000 a net unrealized loss of $33.3 million was reflected
as Net Accumulated Other Comprehensive Income which is reflected separately as a
component of Stockholders' Equity in the Consolidated Statement of Condition and
therefore has no effect on the financial results of the Corporation's
operations. This compares to a net unrealized loss of $28.6 million at September
30, 1999. For details regarding investment securities at December 31, 1999,
refer to Notes 1 and 3 of the Consolidated Financial Statements incorporated in
the Corporation's Form 10-K filed February 17, 2000.
     During the third quarter of 2000 the Corporation securitized $310 million
of purchased consumer loans. The resulting securities are reflected as
investment securities available for sale.

                                       10
<PAGE>

NOTE H - COMPREHENSIVE INCOME

        Comprehensive income is defined as net income plus transactions and
other occurrences which are the result of nonowner changes in equity. For
financial statements presented for the Corporation, the only nonowner equity
change is comprised of unrealized gains or losses on available for sale debt
securities that will be accumulated with net income from operations. This change
does not have an impact on the Corporation's results of operations.

        Presented below is a reconcilement of net income to comprehensive income
indicating the components of other comprehensive income.

<TABLE>
<CAPTION>
                                                                        Three Months Ended                Nine Months Ended
                                                                            September 30,                    September 30,
------------------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                          2000           1999               2000           1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                   (Restated)                       (Restated)
<S>                                                                <C>           <C>               <C>            <C>
Net Income                                                         $    8,535    $    11,305        $    28,730    $    32,620
Other Comprehensive Income (Loss):
    Unrealized Holding Gain (Loss) on Debt Securities                  21,344        (12,100)            24,830        (55,843)
    Less: Reclassification Adjustment for Gains Included in
          Net Income                                                        -              -              7,858            312
------------------------------------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss), Before Tax                          21,344        (12,100)            16,972        (56,155)
Income Tax (Benefit) Related to Items of Other Comprehensive
          Income                                                        7,473         (4,786)             5,944        (22,210)
------------------------------------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss), After Tax                           13,871         (7,314)            11,028        (33,945)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive Income (Loss)                                        $   22,406    $     3,991        $    39,758    $    (1,325)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES

FINANCIAL REVIEW


EARNINGS SUMMARY

NOTE: During the second quarter of 2001, a review of delinquencies and charge-
offs in the $1.5 billion acquired loan portfolio, identified approximately $13.8
million in previously unidentified pre-tax losses through June 30, 2001, of
which $8.5 million related to periods prior to the second quarter of 2001. As a
result of these findings, the Company is amending and refiling certain 2000
financial statement filings on Forms 10-K/A and 10-Q/A, as well as the first
quarter 2001 financial statements on Form 10-Q/A. See Note C for selected
financial data noting the impact of these changes on selected periods presented.
The following discussion of operating results includes the impact of the
aforementioned losses.


        Provident Bankshares Corporation recorded net income for the quarter
ended September 30, 2000 of $8.5 million or $.31 per share basic and per share
diluted. Net income for the quarter ended September 30, 1999 was $11.3 million
or $.40 per share basic and $.39 per share diluted. Tax-equivalent net interest
income increased 4.1% driven by higher average interest earning assets of $ 604
million. Non-interest income increased $1.7 million for the quarter driven
mainly by higher service charges on deposit accounts. Operating expenses
increased 9.3% from the third quarter of 1999. This increase is associated with
continued network expansion, as the branch network has expanded to 96 branches
as of September 30, 2000 compared to 72 branches as of September 30, 1999.

                                       11
<PAGE>

NET INTEREST INCOME

        Growth in average earning assets raised tax-equivalent net interest
income to $38.7million for the third quarter of 2000, a $1.5 million increase
over the prior year. The net interest margin for the quarter decreased 23 basis
points from the same quarter last year. The primary factors included the
leverage of capital issued in the first quarter of 2000 and the purchase of $50
million of bank owned life insurance (BOLI) which increased non-interest income.
On August 31, 2000, the Corporation completed the acquisition of Harbor Federal
Savings Bank, which added $244 million of earning assets and $172 million of
deposits.

        Provident's tax equivalent interest income rose $17.3 million from the
third quarter of 1999, the result of a $604 million expansion in average earning
assets and a 46 basis point increase in yield. Growth in total average earning
assets was provided by increases of $137 million in commercial real estate loans
and $183 million in residential mortgage loans. Average consumer loans were down
$111 million from the third quarter of 1999 due in large part to the
securitization of $683 million in loans in the fourth quarter of 1999 and third
quarter 2000. Mortgage loans held for sale and commercial business loans
declined $56 million and $41 million, respectively. Investments increased $493
million mainly due to the securitization noted above. The yield on earning
assets for the third quarter of 2000 was 7.89% compared to 7.43% for the third
quarter of 1999.

        Total interest expense for the third quarter of 2000 was $15.7 million
above a year ago, the combined result of an increase of $599 million in the
average outstanding balance of interest-bearing liabilities and a 70 basis point
increase in rate paid. Included in this increase were $141 million in matched
maturity brokered deposits, $52 million in interest bearing demand/money market
deposits and $101 million in certificates of deposits. Savings deposits and IRA
deposits decreased $7 million and $13 million, respectively. Short term borrowed
money increased $338 million while long term borrowings declined $18 million.

        Management monitors the level of earnings at risk due to interest rate
volatility through the simulation of multiple interest rate scenarios. Interest
rate risk products such as interest rate swaps, caps and floors are acquired as
effective protection against the negative effects should certain scenarios that
create earnings volatility occur. This risk avoidance costs increased interest
expense and decreased net interest income by $423 thousand for the quarter
ending September 30, 2000. Included in this net interest income decrease was the
amortization of closed positions, which decreased interest expense by $159
thousand for the current quarter.

        Management does not speculate on future interest rate movements. At
September 30, 2000, the forward markets indicated that short-term interest rates
will decrease 30 basis points and long-term rates will remain unchanged over the
next twelve months. The Corporation's analysis indicates that if management does
not adjust its September 30, 2000 off-balance sheet positions and the forward
yield curve assumptions occur, off-balance sheet positions, including
amortization of closed positions, would increase net interest income by $173
thousand over the next twelve months. This compares to an increase of $282
thousand should interest rates remain unchanged. However, yields and rates on
hedged balance sheet assets and liabilities would change by a corresponding
amount. Amortization of closed positions will increase net interest income by
$203 thousand over the next twelve months. Thus, without amortization of closed
positions, net interest income would decrease $30 thousand over the next twelve
months if the forward yield curve assumptions occur and $79 thousand if rates
remain unchanged.

        As of January 1, 2001, the Corporation will adopt Financial Accounting
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). At adoption date this statement will require the
Corporation to record all derivative instruments on the balance sheet at their
fair values. This initial mark to market at adoption will be reflected as a
transition adjustment. Shortly after adoption the Corporation plans to close the
derivative instruments that will not qualify for the shortcut method under SFAS
No. 133 which is not expected to result in a material gain or loss. The adoption
of SFAS No. 133 is not expected to adversely impact the earnings from continuing
operations of the Corporation in 2001.

                                       12
<PAGE>

PROVISION FOR LOAN LOSSES

        The Corporation recorded a $7.3 million provision for loan losses, with
net charge-offs of $10.4 million for the third quarter of 2000, compared to a
provision of $3.2 million and net charge-offs of $2.8 million for the same
period of 1999. The increase in charge-offs was due to the write-down of a
significant portion of an existing $15 million non-performing health care credit
provided for during the second quarter of 2000. Additionally, $7.5 million of
the charge-offs related to the acquired loan portfolio. The Corporation
continues to emphasize loan quality and closely monitors potential problem
credits. Senior managers meet at least monthly to review the credit quality of
the loan portfolios and at least quarterly with executive management to review
the adequacy of the allowance for loan losses. The allowance for loan losses at
September 30, 2000 was $37.5 million, the same balance as compared to a year
ago. At September 30, 2000, the allowance represented 1.11% of total loans and
179.60% of non-performing loans. Total non-performing loans were $20.9 million
at September 30, 2000, but down from the $27.5 million level at June 30, 2000.
Non-performing loans as a percent of loans outstanding as of September 30, 2000
were .62%.

NON-INTEREST INCOME

        Non-interest income totaled $17.1 million in the third quarter of 2000
compared to $15.5 million for the third quarter of 1999. This increase was
driven by higher service charges on deposit accounts, which increased $2.3
million offset in part by lower mortgage banking income and lower commission and
fees. The increase in deposit service fees was driven by higher account volume.
Mortgage banking originations totaled $91 million during the third quarter of
2000 compared to $137 million during the same quarter of 1999. Sales of mortgage
loans resulted in $384 thousand in gains for the third quarter of 2000 as
compared to $636 thousand for the same period in 1999. The lower commissions and
fees were attributable mainly to lower investment product sales.

NON-INTEREST EXPENSE

        Third quarter non-interest expense was $35.8 million, compared to $32.7
million for the same period last year. Salaries and benefits increased $520
thousand, mainly related to the expansion of the bank's branch network. The
branch network expansion also contributed to increased occupancy costs of $377
thousand, furniture and equipment expense of $163 thousand and $332 thousand in
external processing fees related to increased account volume. All other expenses
increased a total of $1.6 million mainly associated with increases in marketing
expenses, communication expenses and personnel expenses, which also were
associated with network expansion. Provident has increased its branch network to
96 branches from 72 since September 30, 1999.

INCOME TAXES

        Provident recorded income tax expense of $4.0 million on income before
taxes of $12.6 million, an effective tax rate of 32.1%. During the third quarter
of 1999, Provident's tax expense was $5.2 million on pre-tax income of $16.5
million, an effective tax rate of 31.6%. The change in effective tax rate is the
result of lower state tax benefits for 2000 versus 1999.

                                       13
<PAGE>

FINANCIAL REVIEW FOR NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

        For the nine months ending September 30, 2000, net income was
$28.7 million or $1.04 per share basic and $1.02 diluted, compared to $32.6
million or $1.16 per share basic and $1.13 per share diluted for the nine months
ended September 30, 1999.  The lower earnings in 2000 were mainly due to the
increase in loan loss provision to address the write down of a significant
portion of an existing $15 million non-performing health care credit, the sale
of another health care credit and charge-offs in the acquired loan portfolio.
        Tax-equivalent net interest income increased 8.9% or $9.4 million. The
$9.4 million increase in tax-equivalent net interest income for 2000 was the
result of a $539 million increase in average earning assets over the prior year.
Net interest margin decreased by 7 basis points.
        The provision for loan losses increased $16.7 million to $24.6 million
in 2000. The increase in loan loss provision was noted above. The allowance for
loan losses ended the quarter at $37.5 million or 1.11% of loans outstanding.
        Non-interest income, excluding net securities gains, increased $1.6
million, mainly related to a $5.7 million increase in deposit service charges.
The increase in deposit service fees was driven by higher account volume.
Mortgage banking income declined $5.4 million as originations totaled $258
million through the third quarter of 2000 compared to $644 million during the
same period of 1999. Sales of mortgage loans resulted in $931 thousand in gains
for the nine months ending September 30, 2000 as compared to $4.4 million for
the same period in 1999. The lower commissions and fees were attributable mainly
to lower investment product sales. Net securities gains were $7.9 million in
2000 and $312 thousand in 1999.
        Provident's non-interest expense rose 9.3% in 2000 over 1999. Salaries
and employee benefits increased $2.6 million attributable to merit increases and
new branches. The branch network expansion also contributed to increased
occupancy costs of $1.2 million, furniture and equipment expense of $887
thousand and $960 thousand in external processing fees related to increased
account volume. All other expenses increased a total of $3.3 million mainly
associated with increases in marketing expenses, communication expenses,
personnel expense and net losses associated with deposit accounts. These
increases are also associated with branch network expansion.
        Provident recorded an income tax expense of $13.0 million for the nine
months ended September 30, 2000 based on pre-tax income of $40.9 million, which
represented an effective tax rate of 31.7%, as compared to 32.1% for the same
period in 1999.
        The Corporation also recognized an extraordinary gain from debt
extinguishment of $770 thousand, net of taxes, during the first quarter of 2000.


FINANCIAL CONDITION

        Total assets of the Corporation increased $601 million from December 31,
1999 to September 30, 2000. The Corporation completed the acquisition of Harbor
Federal Savings Bank on August 31, 2000 with total assets of $253 million. Total
loans increased $192 million as real estate construction loans were up $82
million and real estate mortgage loans were up $236 million. Commercial business
loans were down $12 million ending the quarter at $351 million. Consumer loans
were down $114 million due mainly to the securitization of $310 million during
the third quarter of 2000. Total deposits ended the quarter at $4.02 billion, an
increase of $209 million over the December 31, 1999 level. Core deposits
increased $296 million from December 31, 1999 as non-interest bearing demand
increased $26 million and interest bearing demand/money market increased $102
million. Direct certificates of deposits and savings deposits also increased
$150 million and $26 million, respectively. Borrowings increased $365 million
from December 31, 1999 ending the quarter at $1.33 billion.

                                       14
<PAGE>

        The primary sources of liquidity at September 30, 2000 were loans held
for sale and investments available for sale, which totaled $2.05 billion. This
represents 38% of total liabilities compared to 36% at December 31, 1999. At
September 30, 2000, total stockholders' equity was $302.9 million, a $28.3
million increase over December 31, 1999. In addition to the ordinary adjustments
to stockholders' equity of net income and dividends paid, additional capital of
$528 thousand was raised through the dividend reinvestment plan, $398 thousand
from the exercise of stock options, while capital increased $11.0 million during
the third quarter of 2000 as a result of the reduction in unrealized losses on
securities available for sale. During the third quarter of 2000, the Corporation
also repurchased 682,000 shares totaling $10.7 million. The acquisition of
Harbor Federal Savings Bank also contributed $29 million to stockholders'
equity. At quarter-end the leverage ratio was 7.00% and total stockholders'
equity represented 10.06% of risk adjusted assets. These ratios exceed the
minimum requirements of the current leverage capital and risk-based capital
standards established by regulatory agencies.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        For information regarding market risk at December 31, 1999, see
"Interest Sensitivity Management" and Note 11 to the Consolidated Financial
Statements in the Corporation's Form 10-K filed with the Commission on February
17, 2000. The market risk of the Corporation has not experienced any material
changes as of September 30, 2000 from December 31, 1999. Additionally, refer to
"Net Interest Income" in Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition for additional quantitative and
qualitative discussions about market risk at September 30, 2000.

                                       15
<PAGE>

PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings - None

  Item 2.  Changes in Securities and Use of Proceeds - None

  Item 3.  Defaults Upon Senior Securities - None

  Item 4.  Submission of Matters to a Vote of Security Holders - None

  Item 5.  Other Information - None

  Item 6.  Exhibits and Reports on Form 8-K

               (a) The exhibits filed as part of this report are listed below:

                   (3.1) Articles of Incorporation of Provident Bankshares
                         Corporation (1)

                   (3.2) Fourth Amended and Restated By-Laws of Provident
                         Bankshares Corporation (3)

                   (4.1) Stockholder Protection Rights Plan, as amended (2)

                    (27) Financial Data Schedule

               (b) Reports on Form 8-K were filed with the Securities and
Exchange Commission as follows:

                         July 13, 2000 - Press release regarding the Company's
                         announcement that it will take a second quarter charge
                         to address health care loans.

                         July 24, 2000 - Transcript of July 20, 2000 telephone
                         conference with financial analysts.

                         August 31, 2000 - Provident Bankshares Corporation
                         completed its acquisition of Harbor Federal Bancorp.

(1)  Incorporated by reference from Provident's Registration Statement on Form
     S-3 (File No. 33-73162) filed with the Commission on August 18, 1994.

(2)  Incorporated by reference from Provident's Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998, filed with the Commission on August
     14, 1998.

(3)  Incorporated by reference from Providents's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 2000, filed with the Commission on May 10,
     2000.

                                       16
<PAGE>

                                  SIGNATURES

Pursuant to the requirements 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.


                       PROVIDENT BANKSHARES CORPORATION
                       --------------------------------
                                        Registrant



October 17, 2001                        /s/ Peter M. Martin
                                        -------------------
                                        Peter M. Martin
                                        Chairman, Chief Executive Officer



October 17, 2001                        /s/ Dennis A. Starliper
                                        -----------------------
                                        Dennis A. Starliper
                                        Chief Financial Officer

                                       17