---



United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



(Mark One)



|þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004.



Or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | -----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File No. 0-13395



UNITED FINANCIAL BANKING COMPANIES, INC.



|                       |  |                            
|---------------------- |  | ---------------------------
|A Virginia Corporation |  | IRS Employer Identification
|                       |  | No. 54-1201253             



8399 Leesburg Pike,
Vienna, Virginia 22182

Telephone: (703) 734-0070



Common Stock $1.00 Par Value

1,038,637 Shares Outstanding

as of March 31, 2004



Transitional Small Business Disclosure Format: Yes ̈No x



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Part 1. Financial Information



|Item 1: | Financial Statements
|------- | --------------------



UNITED FINANCIAL BANKING COMPANIES, INC., AND SUBSIDIARIES

Consolidated
Statements of Income and Comprehensive Income / Results of Operations

(Unaudited)



|                                                                                                  |  |                             |           |      |   |           |  
|------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | --------- | -
|                                                                                                  |  | Three Months EndedMarch 31, |          
|                                                                                                  |  | 2004                        |           | 2003 |  
|Interest income:                                                                                  |  |                             |           |      |   |           |  
|Interest and fees on loans                                                                        |  | $                           | 1,706,338 |      | $ | 1,433,983 |  
|Interest on investment securities                                                                 |  |                             | 91,383    |      |   | 43,597    |  
|Interest on federal funds sold                                                                    |  |                             | 34,322    |      |   | 61,307    |  
|Interest on interest-bearing deposits                                                             |  |                             | 4,881     |      |   | 3,400     |  
|                                                                                                  |  |                             |           |      |   |           |  
|Total interest income                                                                             |  |                             | 1,836,924 |      |   | 1,542,287 |  
|                                                                                                  |  |                             |           |      |   |           |  
|Interest expense:                                                                                 |  |                             |           |      |   |           |  
|Interest on deposits                                                                              |  |                             | 395,651   |      |   | 408,215   |  
|Interest on short-term borrowings                                                                 |  |                             | 7,939     |      |   | 6,633     |  
|Interest on long-term debt                                                                        |  |                             | 44,542    |      |   | 52,194    |  
|                                                                                                  |  |                             |           |      |   |           |  
|Total interest expense                                                                            |  |                             | 448,132   |      |   | 467,042   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Net interest income                                                                               |  |                             | 1,388,792 |      |   | 1,075,245 |  
|Provision for loan losses                                                                         |  |                             | 57,657    |      |   | 168,000   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Net interest income after provision for loan losses                                               |  |                             | 1,331,135 |      |   | 907,245   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Noninterest income:                                                                               |  |                             |           |      |   |           |  
|Loan servicing and other fees                                                                     |  |                             | 33,177    |      |   | 17,456    |  
|Other income                                                                                      |  |                             | 173,438   |      |   | 85,153    |  
|                                                                                                  |  |                             |           |      |   |           |  
|Total noninterest income                                                                          |  |                             | 206,615   |      |   | 102,609   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Noninterest expense:                                                                              |  |                             |           |      |   |           |  
|Salaries                                                                                          |  |                             | 504,266   |      |   | 429,304   |  
|Employee benefits                                                                                 |  |                             | 103,259   |      |   | 80,803    |  
|Occupancy                                                                                         |  |                             | 193,443   |      |   | 109,104   |  
|Furniture and equipment                                                                           |  |                             | 72,548    |      |   | 43,372    |  
|Data processing                                                                                   |  |                             | 54,512    |      |   | 57,247    |  
|Other insurance                                                                                   |  |                             | 10,143    |      |   | 10,195    |  
|Legal                                                                                             |  |                             | 6,704     |      |   | 4,968     |  
|FDIC / FICO bond insurance                                                                        |  |                             | 4,317     |      |   | 3,312     |  
|Other expense                                                                                     |  |                             | 219,154   |      |   | 136,209   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Total noninterest expense                                                                         |  |                             | 1,168,346 |      |   | 874,514   |  
|                                                                                                  |  |                             |           |      |   |           |  
|Income before income taxes                                                                        |  |                             | 369,404   |      |   | 135,340   |  
|Provision (credit) for income taxes                                                               |  |                             | 118,469   |      |   | 44,636    |  
|                                                                                                  |  |                             |           |      |   |           |  
|Net income                                                                                        |  | $                           | 250,935   |      | $ | 90,704    |  
|                                                                                                  |  |                             |           |      |   |           |  
|Net income per common share:                                                                      |  |                             |           |      |   |           |  
|Basic                                                                                             |  | $                           | 0.24      |      | $ | 0.09      |  
|                                                                                                  |  |                             |           |      |   |           |  
|Diluted                                                                                           |  | $                           | 0.23      |      | $ | 0.08      |  
|                                                                                                  |  |                             |           |      |   |           |  
|Comprehensive Income                                                                              |  |                             |           |      |   |           |  
|Net income                                                                                        |  | $                           | 250,935   |      | $ | 90,704    |  
|Other comprehensive income, net of tax Unrealized gains (losses) on available-for-sale securities |  |                             | 13,753    |      |   | (81       | )
|                                                                                                  |  |                             |           |      |   |           |  
|Comprehensive income                                                                              |  | $                           | 264,688   |      | $ | 90,623    |  
|                                                                                                  |  |                             |           |      |   |           |  



2



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UNITED FINANCIAL BANKING COMPANIES, INC., AND SUBSIDIARIES

Consolidated Balance Sheets / Financial Condition



|                                                                                                                           |  |               |             |   |                  |   |             |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                           |  | (Unaudited)   |             |   | (Audited)        |  
|                                                                                                                           |  | March 31,2004 |             |   | December 31,2003 |  
|ASSETS                                                                                                                     |  |               |             |   |                  |   |             |  
|Cash and due from banks                                                                                                    |  | $             | 6,075,303   |   |                  | $ | 4,340,579   |  
|Interest-bearing deposits in other banks                                                                                   |  |               | 2,235,534   |   |                  |   | 2,268,173   |  
|Federal funds sold                                                                                                         |  |               | 21,800,000  |   |                  |   | 3,900,000   |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total cash and cash equivalents                                                                                            |  |               | 30,110,837  |   |                  |   | 10,508,752  |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Securities available-for-sale                                                                                              |  |               | 9,408,373   |   |                  |   | 24,966,285  |  
|Securities held-to-maturity (fair value of $4,027,916 at March 31, 2004 and $6,017,585 at December 31, 2003, respectively) |  |               | 4,023,665   |   |                  |   | 6,035,368   |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total securities                                                                                                           |  |               | 13,432,038  |   |                  |   | 31,001,653  |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Loans, net of unearned income of $319,285 in 2004; $317,232 in 2003                                                        |  |               | 108,616,351 |   |                  |   | 99,114,122  |  
|Less: Allowance for loan losses                                                                                            |  |               | (1,573,532  | ) |                  |   | (1,515,875  | )
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Net loans                                                                                                                  |  |               | 107,042,819 |   |                  |   | 97,598,247  |  
|Land                                                                                                                       |  |               | 818,910     |   |                  |   | 818,910     |  
|Premises and equipment, net                                                                                                |  |               | 1,272,923   |   |                  |   | 1,287,762   |  
|Deferred income tax                                                                                                        |  |               | 813,184     |   |                  |   | 930,187     |  
|Other assets                                                                                                               |  |               | 906,028     |   |                  |   | 784,815     |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total assets                                                                                                               |  | $             | 154,396,739 |   |                  | $ | 142,930,326 |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                       |  |               |             |   |                  |   |             |  
|LIABILITIES                                                                                                                |  |               |             |   |                  |   |             |  
|Deposits:                                                                                                                  |  |               |             |   |                  |   |             |  
|Demand                                                                                                                     |  | $             | 47,713,853  |   |                  | $ | 34,504,653  |  
|Savings and NOW                                                                                                            |  |               | 39,121,787  |   |                  |   | 41,947,627  |  
|Money market                                                                                                               |  |               | 19,932,353  |   |                  |   | 16,562,967  |  
|Time:                                                                                                                      |  |               |             |   |                  |   |             |  
|Under $100,000                                                                                                             |  |               | 17,599,381  |   |                  |   | 17,999,566  |  
|$100,000 and over                                                                                                          |  |               | 12,094,109  |   |                  |   | 14,217,017  |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total deposits                                                                                                             |  |               | 136,461,483 |   |                  |   | 125,231,830 |  
|Short-term borrowings                                                                                                      |  |               | 1,000,000   |   |                  |   | 1,000,000   |  
|Long-term debt                                                                                                             |  |               | 3,776,598   |   |                  |   | 3,780,155   |  
|Accounts payable and accrued expenses                                                                                      |  |               | 488,913     |   |                  |   | 513,284     |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total liabilities                                                                                                          |  |               | 141,726,994 |   |                  |   | 130,525,269 |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|STOCKHOLDERS EQUITY                                                                                                       |  |               |             |   |                  |   |             |  
|Preferred stock $-0- par value, authorized 5,000,000 shares, no shares issued                                              |  |               |            |   |                  |   |            |  
|Common stock, par value $1; authorized 3,500,000 shares, issued 1,038,637 shares in 2004 and 2003                          |  |               | 1,038,637   |   |                  |   | 1,038,637   |  
|Surplus                                                                                                                    |  |               | 16,221,687  |   |                  |   | 16,221,687  |  
|Accumulated deficit                                                                                                        |  |               | (4,596,080  | ) |                  |   | (4,847,015  | )
|Accumulated other comprehensive income (loss)                                                                              |  |               | 5,501       |   |                  |   | (8,252      | )
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total stockholders equity                                                                                                 |  |               | 12,669,745  |   |                  |   | 12,405,057  |  
|                                                                                                                           |  |               |             |   |                  |   |             |  
|Total liabilities and stockholders equity                                                                                 |  | $             | 154,396,739 |   |                  | $ | 142,930,326 |  
|                                                                                                                           |  |               |             |   |                  |   |             |  



3



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UNITED FINANCIAL BANKING COMPANIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                             |  |                    |            |   |               |   |             |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ---------- | - | ------------- | - | ----------- | -
|                                                                                                             |  | Three Months Ended |           
|                                                                                                             |  | March 31,2004      |            |   | March 31,2003 |  
|Cash flows from operating activities:                                                                        |  |                    |            |   |               |   |             |  
|Net Income                                                                                                   |  | $                  | 250,935    |   |               | $ | 90,704      |  
|Adjustment to reconcile net income to net cash provided by operating activities:                             |  |                    |            |   |               |   |             |  
|Depreciation & amortization                                                                                  |  |                    | 53,617     |   |               |   | 34,371      |  
|Provision for loan losses                                                                                    |  |                    | 57,657     |   |               |   | 168,000     |  
|Amortization of investment security discount                                                                 |  |                    | 22,953     |   |               |   | 3,433       |  
|Amortization of loan fees and discounts, net                                                                 |  |                    | 20,177     |   |               |   | (7,978      | )
|Net (gain) loss on sale of securities                                                                        |  |                    | (22,770    | ) |               |   |            |  
|(Increase) in other assets                                                                                   |  |                    | (4,210     | ) |               |   | (238,121    | )
|(Decrease) in other liabilities                                                                              |  |                    | (24,371    | ) |               |   | (21,906     | )
|                                                                                                             |  |                    |            |   |               |   |             |  
|Net cash provided by operating activities                                                                    |  |                    | 353,988    |   |               |   | 28,503      |  
|                                                                                                             |  |                    |            |   |               |   |             |  
|Cash flows from investing activities:                                                                        |  |                    |            |   |               |   |             |  
|Principal collected - non-bank subsidiaries                                                                  |  |                    | 2,988      |   |               |   | 1,390       |  
|Loan originations, net of collections                                                                        |  |                    | (9,525,394 | ) |               |   | (4,632,090  | )
|Purchases of securities available-for-sale                                                                   |  |                    | (500,000   | ) |               |   | (16,009,563 | )
|Proceeds received from maturity of securities available-for-sale                                             |  |                    | 16,071,469 |   |               |   | 10,647,733  |  
|Proceeds received from maturity of securities held to maturity                                               |  |                    | 2,011,716  |   |               |   | 743,308     |  
|Purchases of premises and equipment                                                                          |  |                    | (38,778    | ) |               |   | (1,601      | )
|                                                                                                             |  |                    |            |   |               |   |             |  
|Net cash provided by (used in) investing activities                                                          |  |                    | 8,022,001  |   |               |   | (9,250,823  | )
|                                                                                                             |  |                    |            |   |               |   |             |  
|Cash flow from financing activities:                                                                         |  |                    |            |   |               |   |             |  
|Net increase in demand deposits, savings accounts, NOW accounts and money market accounts                    |  |                    | 13,752,746 |   |               |   | 3,199,874   |  
|Certificates of deposit sold (matured), net                                                                  |  |                    | (2,523,093 | ) |               |   | 3,789,692   |  
|Net change in short-term borrowings                                                                          |  |                    |           |   |               |   | (3,470      | )
|Net payments on long-term debt                                                                               |  |                    | (3,557     | ) |               |   |            |  
|                                                                                                             |  |                    |            |   |               |   |             |  
|Net cash provided by financing activities                                                                    |  |                    | 11,226,096 |   |               |   | 6,986,096   |  
|                                                                                                             |  |                    |            |   |               |   |             |  
|Net increase (decrease) in cash and cash equivalents                                                         |  |                    | 19,602,085 |   |               |   | (2,236,224  | )
|Cash and cash equivalents at beginning of the year                                                           |  |                    | 10,508,752 |   |               |   | 14,042,495  |  
|                                                                                                             |  |                    |            |   |               |   |             |  
|Cash and cash equivalents at end of the quarter                                                              |  | $                  | 30,110,837 |   |               | $ | 11,806,271  |  
|                                                                                                             |  |                    |            |   |               |   |             |  
|Supplemental disclosures of cash flow information:                                                           |  |                    |            |   |               |   |             |  
|Cash paid during the period for:                                                                             |  |                    |            |   |               |   |             |  
|Interest on deposits and other borrowings                                                                    |  | $                  | 453,470    |   |               | $ | 458,307     |  
|Income taxes                                                                                                 |  |                    |           |   |               |   |            |  
|Noncash Items:                                                                                               |  |                    |            |   |               |   |             |  
|Effect on stockholders equity of an unrealized gain (loss) on debt and equity securities available-for-sale |  | $                  | 13,753     |   |               | $ | (81         | )



4



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Notes to Consolidated Financial Statements



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 1 - |  | The unaudited consolidated interim financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America and the
instructions to Securities and Exchange Commissions Form 10-QSB. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of
operations for the periods presented have been included. The consolidated financial statements should be read in conjunction with the financial statements and notes contained in the companys Annual Report on Form 10-KSB for the year ended
December 31, 2003. The results for the three months ended March 31, 2004 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2004.
|         | 
|Note 2 - |  | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                               
|         | 
|Note 3 - |  | Basic earnings per share (EPS), excludes dilution, and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during
the period. Diluted EPS reflects the potential dilution, if any, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock. The following table
is a reconciliation of numerators and denominators used in the EPS calculations.                                                                                                                                                                                                                                                                                                                          



|                                            |  |                    |         |                      |           |                 |   |    
|------------------------------------------- |  | ------------------ | ------- | -------------------- | --------- | --------------- | - | ---
|                                            |  | Income (Numerator) |         | Shares (Denominator) |           | PerShare Amount
|Basic Earnings Per Share:                   |  |                    |         |                      |           |                 |   |    
|For the three months ended March 31, 2004   |  |                    |         |                      |           |                 |   |    
|Net Income available to common stockholders |  | $                  | 250,935 |                      | 1,038,637 |                 | $ | .24
|                                            |  |                    |         |                      |           |                 |   |    
|For the three months ended March 31, 2003   |  |                    |         |                      |           |                 |   |    
|Net Income available to common stockholders |  | $                  | 90,704  |                      | 1,036,999 |                 | $ | .09
|                                            |  |                    |         |                      |           |                 |   |    
|Diluted Earnings Per Share:                 |  |                    |         |                      |           |                 |   |    
|For the three months ended March 31, 2004   |  |                    |         |                      |           |                 |   |    
|Net Income available to common stockholders |  | $                  | 250,935 |                      | 1,038,637 |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Add: Contracts to issue common stock        |  |                    |         |                      |           |                 |   |    
|Option - expires 01/27/07                   |  |                    |         |                      | 1,212     |                 |   |    
|Options - expire 12/31/05 - 01/26/14        |  |                    |         |                      | 74,973    |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Weighted-average diluted shares             |  |                    |         |                      | 76,185    |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Diluted earnings per common share:          |  | $                  | 250,935 |                      | 1,114,822 |                 | $ | .23
|                                            |  |                    |         |                      |           |                 |   |    
|For the three months ended March 31, 2003   |  |                    |         |                      |           |                 |   |    
|Net Income available to common stockholders |  | $                  | 90,704  |                      | 1,036,999 |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Add: Contracts to issue common stock        |  |                    |         |                      |           |                 |   |    
|Option - expires 01/27/07                   |  |                    |         |                      | 1,091     |                 |   |    
|Options - expire 12/31/05 - 6/30/08         |  |                    |         |                      | 64,452    |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Weighted-average diluted shares             |  |                    |         |                      | 65,543    |                 |   |    
|                                            |  |                    |         |                      |           |                 |   |    
|Diluted earnings per common share:          |  | $                  | 90,704  |                      | 1,102,542 |                 | $ | .08
|                                            |  |                    |         |                      |           |                 |   |    



5



---

|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 4 - |  | Accounting principles generally accepted in the United States of America usually require that recognized revenue, expenses, gains and losses be included in net income. Additionally, certain
changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of
comprehensive income.                                                   
|         | 
|Note 5 - |  | The Company applies Accounting Principles Bulletin (APB) Opinion 25, Accounting for Stock Issued to Employees, and related Interpretations to account for employee stock
compensation plans, and accordingly, does not recognize compensation expense for stock options granted when the option price is greater than or equal to the underlying stock price. The Company presents the pro forma disclosures required by SFAS 123,
Accounting for Stock-Based Compensation, and as amended by SFAS 148, as follows:



|                                                                                                                    |  |                    |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                    |  | Three Months Ended |        
|March 31,                                                                                                           |  | 2004               |         |   | 2003 |  
|Net income, as reported                                                                                             |  | $                  | 250,935 |   |      | $ | 90,704  |  
|Deduct: total stock-based employee compensation expense determined based on fair value method of awards, net of tax |  |                    | (24,939 | ) |      |   | (21,765 | )
|                                                                                                                    |  |                    |         |   |      |   |         |  
|Pro forma net income                                                                                                |  | $                  | 225,996 |   |      | $ | 68,939  |  
|                                                                                                                    |  |                    |         |   |      |   |         |  
|Basic earnings per share:                                                                                           |  |                    |         |   |      |   |         |  
|As reported                                                                                                         |  | $                  | 0.24    |   |      | $ | 0.09    |  
|Pro forma                                                                                                           |  | $                  | 0.21    |   |      | $ | 0.07    |  
|Diluted earnings per share:                                                                                         |  |                    |         |   |      |   |         |  
|As reported                                                                                                         |  | $                  | 0.23    |   |      | $ | 0.08    |  
|Pro forma                                                                                                           |  | $                  | 0.20    |   |      | $ | 0.06    |  
|Assumptions                                                                                                         |  |                    |         |   |      |   |         |  
|Risk-free interest rate                                                                                             |  |                    | 3.33    | % |      |   | 3.34    | %
|Dividend yield                                                                                                      |  |                    |        |   |      |   |        |  
|Volatility factor                                                                                                   |  |                    | 10.00   | % |      |   | 10.00   | %
|Weighted average expected life (years)                                                                              |  |                    | 7.0     |   |      |   | 7.5     |  



|         |  |                                                                                                                                                                                              
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 6 - |  | Certain reclassifications have been made to the prior year financial statements to conform to the 2004 presentation. These reclassifications had no effect on previously reported net
income.



6



---

|ITEM 2: | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Forward looking statements. This discussion and other sections of this report contain forward looking statements, including
statements of goals, intentions and expectations as to future trends, plans, or results of Company operations and policies and assumptions regarding general economic conditions. These statements are based upon current and anticipated economic
conditions, nationally and in the Companys market, interest rates and interest rate policy, competitive factors and other conditions which, by their nature, are not conducive to accurate forecast, and are subject to significant uncertainty.
Because of these uncertainties and the assumptions on which this discussion and the forward looking statements are based, actual future operations and results may differ materially from those indicated herein.



|A. | Results of Operations for the Three Months Ended March 31, 2004 as Compared to the Three Months Ended March 31, 2003
|-- | --------------------------------------------------------------------------------------------------------------------



General



The following discussion provides an overview of the financial condition and results of operations of United Financial
Banking Companies, Inc. (UFBC) and its subsidiaries, The Business Bank (the Bank), Business Venture Capital Incorporated (BVCI) and United Facilities LLC (UFLLC) which is presented on a consolidated basis. UFBC
reported net income of $250,935 for the three-month period ended March 31, 2004. This compares with net income of $90,704 for the same period of 2003. Basic earnings per share were $.24 for the first three months ended March 31, 2004 compared to
$.09 for the first three months of 2003.



Net Interest Income



For the three-month period ended March 31, 2004, net
interest income increased $313,547 or 29.2% from $1,075,245 at March 31, 2003 to $1,388,792 at March 31, 2004 (Consolidated Statements of Income and Comprehensive Income table). The increase was attributable to an increased volume of earning
assets. Average total earning assets increased $30,313,441 or 28.5% from $106,212,991 at March 31, 2003 to $136,526,432 at March 31, 2004 (Consolidated Average Balances table). Contributing $484,481 of earnings, the increased volume of the
loan portfolio predominately accounted for the rise in net interest income (Analysis of the Changes in the Components of Net Interest Income).



As shown in the Analysis of the Changes in the Components of Net Interest Income table, net interest income was impacted by both rate and volume. The
compressed rate environment suppressed interest income on earning assets by $232,085 during the first three months of 2004 when compared to 2003. The yield on total earning assets decreased 49 basis points from 5.89% at March 31, 2003 to 5.40% at
March 31, 2004 (Consolidated Average Balancestable). However, earnings lost due to rate were offset by the favorable contribution from the increased volume of total earning assets (Rate Volume Variance table). The increased volume of
earning assets contributed $526,722 to earnings when comparing the three month periods ended March 31, 2004 and 2003 (Rate Volume Variance table). The combined effect of the rate and volume variances resulted in an increase of $294,637 in
interest income (or earning assets) from $1,542,287 at March 31, 2003 to $1,836,924 at March 31, 2004.



Total interest expense decreased $18,910 or 4.1% from $467,042 at March 31, 2003 to $448,132 at March 31, 2004 (Consolidated Statements of Income and
Comprehensive Income table). As shown in the Analysis of the Changes in the Components of Net Interest Income table, the compressed rate environment during the past year favorably impacted total interest expense and more than offset the
increased expense due to the increased volume of interest-bearing liabilities. During the first three months of 2003 compared to the first three months of 2004, total interest expense increased $56,609 due to volume while rates decreased total
interest expense by $75,519. Average total interest-bearing liabilities increased $17,531,266, or 23.0%, from $76,170,390 at March 31, 2003 to $93,701,656 at March 31, 2004 (Consolidated Average Balances table).



7



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CONSOLIDATED AVERAGE BALANCES/NET INTEREST ANALYSIS/

YIELDS AND RATES



|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|------------------------------------------ |  | -------------------------- | ----------- | - | -------------- | - | ---------- |  | ---- | ------------------ |  | - | ----------- | - | ---------- | - | --------- |  | ---- | -
|                                           |  | For the Three Months Ended |            
|                                           |  | March 31, 2004             |             |   | March 31, 2003 |  
|                                           |  | AverageBalance (1)         |             |   | Interest       |   | Yield/Rate |  |      | AverageBalance (1) |  |   | Interest    |   | Yield/Rate |  
|ASSETS                                     |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Earning assets:                            |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Loans:                                     |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Commercial                                 |  | $                          | 76,448,232  |   |                | $ | 1,275,550  |  | 6.69 | %                  |  | $ | 59,244,428  |   |            | $ | 1,070,317 |  | 7.33 | %
|Real estate construction                   |  |                            | 14,535,686  |   |                |   | 240,288    |  | 6.63 | %                  |  |   | 8,297,579   |   |            |   | 181,878   |  | 8.89 | %
|Real estate mortgage                       |  |                            | 7,657,906   |   |                |   | 122,086    |  | 6.39 | %                  |  |   | 4,667,649   |   |            |   | 80,686    |  | 7.01 | %
|Installment                                |  |                            | 4,630,856   |   |                |   | 68,414     |  | 5.93 | %                  |  |   | 5,421,938   |   |            |   | 101,102   |  | 7.56 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total loans                                |  |                            | 103,272,680 |   |                |   | 1,706,338  |  | 6.63 | %                  |  |   | 77,631,594  |   |            |   | 1,433,983 |  | 7.49 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Interest-bearing deposits                  |  |                            | 2,254,612   |   |                |   | 4,881      |  | 0.87 | %                  |  |   | 1,213,427   |   |            |   | 3,400     |  | 1.14 | %
|Federal funds sold                         |  |                            | 15,399,008  |   |                |   | 34,322     |  | 0.89 | %                  |  |   | 20,429,157  |   |            |   | 61,307    |  | 1.22 | %
|Investment securities(2)                   |  |                            | 15,600,132  |   |                |   | 91,383     |  | 2.35 | %                  |  |   | 6,938,813   |   |            |   | 43,597    |  | 2.55 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total earning assets                       |  |                            | 136,526,432 |   |                | $ | 1,836,924  |  | 5.40 | %                  |  |   | 106,212,991 |   |            | $ | 1,542,287 |  | 5.89 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Noninterest-earning assets                 |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Cash and due from banks                    |  |                            | 4,966,353   |   |                |   |            |  |      |                    |  |   | 4,487,728   |   |            |   |           |  |      |  
|Other assets                               |  |                            | 3,595,841   |   |                |   |            |  |      |                    |  |   | 3,666,109   |   |            |   |           |  |      |  
|Allowance for loan losses                  |  |                            | (1,535,094  | ) |                |   |            |  |      |                    |  |   | (1,312,279  | ) |            |   |           |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total assets                               |  | $                          | 143,553,532 |   |                |   |            |  |      |                    |  | $ | 113,054,549 |   |            |   |           |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Interest-bearing liabilities:              |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Interest-bearing deposits:                 |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Savings and NOW accounts                   |  | $                          | 40,109,037  |   |                | $ | 153,107    |  | 1.53 | %                  |  | $ | 22,975,444  |   |            | $ | 112,345   |  | 1.98 | %
|Money market accounts                      |  |                            | 17,945,224  |   |                |   | 39,187     |  | 0.88 | %                  |  |   | 12,852,068  |   |            |   | 29,276    |  | 0.92 | %
|Time:                                      |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Under $100,000                             |  |                            | 17,709,867  |   |                |   | 121,242    |  | 2.75 | %                  |  |   | 19,078,357  |   |            |   | 157,581   |  | 3.35 | %
|$100,000 and over                          |  |                            | 13,159,645  |   |                |   | 82,115     |  | 2.50 | %                  |  |   | 15,473,038  |   |            |   | 109,013   |  | 2.86 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total interest-bearing deposits            |  |                            | 88,923,773  |   |                |   | 395,651    |  | 1.78 | %                  |  |   | 70,378,907  |   |            |   | 408,215   |  | 2.35 | %
|Short-term borrowings                      |  |                            | 1,055,395   |   |                |   | 7,939      |  | 3.02 | %                  |  |   | 1,055,395   |   |            |   | 6,633     |  | 2.55 | %
|Long-term debt                             |  |                            | 3,722,488   |   |                |   | 44,542     |  | 4.80 | %                  |  |   | 4,736,088   |   |            |   | 52,194    |  | 4.47 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total interest-bearing liabilities         |  |                            | 93,701,656  |   |                | $ | 448,132    |  | 1.92 | %                  |  |   | 76,170,390  |   |            | $ | 467,042   |  | 2.49 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Non interest-bearing liabilities:          |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Demand deposits                            |  |                            | 36,573,440  |   |                |   |            |  |      |                    |  |   | 24,782,180  |   |            |   |           |  |      |  
|Other liabilities                          |  |                            | 706,942     |   |                |   |            |  |      |                    |  |   | 507,604     |   |            |   |           |  |      |  
|Stockholders equity                       |  |                            | 12,571,494  |   |                |   |            |  |      |                    |  |   | 11,594,375  |   |            |   |           |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Total liabilities and stockholders equity |  | $                          | 143,553,532 |   |                |   |            |  |      |                    |  | $ | 113,054,549 |   |            |   |           |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Net interest income                        |  |                            |             |   |                | $ | 1,388,792  |  |      |                    |  |   |             |   |            | $ | 1,075,245 |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Net interest margin(3)                     |  |                            |             |   |                |   |            |  | 4.08 | %                  |  |   |             |   |            |   |           |  | 4.11 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Net interest spread(4)                     |  |                            |             |   |                |   |            |  | 3.48 | %                  |  |   |             |   |            |   |           |  | 3.40 | %
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  
|Fees included in loan income               |  |                            |             |   |                | $ | 62,268     |  |      |                    |  |   |             |   |            | $ | 66,808    |  |      |  
|                                           |  |                            |             |   |                |   |            |  |      |                    |  |   |             |   |            |   |           |  |      |  



|(1) | Average balances for the years presented are calculated on a monthly basis. Nonaccruing loans
are included in the average loan balance.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(2) | Yields on securities available-for-sale are calculated on the basis of the historical cost of
such securities and do not give effect to changes in the fair market value of such securities which are reflected as a component of stockholders equity.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Net interest income divided by total earning assets.
|--- | ----------------------------------------------------



|(4) | Average rate earned on total earning assets less average rate paid for interest-bearing
liabilities.
|--- | ----------------------------------------------------------------------------------------------------



8



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The Banks deposit mix also contributed to constraining interest expense and increasing net interest
income during the comparable period. As shown in the Consolidated Average Balances table, the growth of average noninterest-bearing, or demand deposits, increased $11,791,260, or 47.6%, from $24,782,180 at March 31, 2003 to $36,753,440 at
March 31, 2004. Additionally, the low cost accounts of savings, NOW and money market increased $22,226,749 from March 31, 2003 to March 31, 2004. The concurrence of the growth in such deposits during the lower rate environment resulted in a
decreased cost of total interest-bearing liabilities, 57 basis points, from 2.49% at March 31, 2003 to 1.92% at March 31, 2004 (Consolidated Average Balancestable).



Analysis of the Changes in the Components of Net Interest Income



|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|-------------------------------- |  | ------------------------ | ------- | - | -------------- | ------ | -------- | - |  | - | ------- | -
|For Three Months Ended March 31, |  | 2004 Compared to 2003    |        
|                                 |  | Total Increase(Decrease) |         |   | Change Due To: |       
|                                 |  |                          | Rate    |   |                | Volume |         
|Interest income:                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Loans:                           |  |                          |         |   |                |        |          |   |  |   |         |  
|Commercial                       |  | $                        | 205,233 |   |                | $      | (105,573 | ) |  | $ | 310,806 |  
|Real estate - construction       |  |                          | 58,410  |   |                |        | (78,326  | ) |  |   | 136,736 |  
|Real estate - mortgage           |  |                          | 41,400  |   |                |        | (10,290  | ) |  |   | 51,690  |  
|Installment                      |  |                          | (32,688 | ) |                |        | (17,937  | ) |  |   | (14,751 | )
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Total loans                      |  |                          | 272,355 |   |                |        | (212,126 | ) |  |   | 484,481 |  
|Interest-bearing deposits        |  |                          | 1,481   |   |                |        | (1,436   | ) |  |   | 2,917   |  
|Federal funds sold               |  |                          | (26,985 | ) |                |        | (11,890  | ) |  |   | (15,095 | )
|Investment securities            |  |                          | 47,786  |   |                |        | (6,634   | ) |  |   | 54,420  |  
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Total interest income            |  |                          | 294,637 |   |                |        | (232,086 | ) |  |   | 526,723 |  
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Interest expense:                |  |                          |         |   |                |        |          |   |  |   |         |  
|Savings and NOW accounts         |  |                          | 40,762  |   |                |        | (43,018  | ) |  |   | 83,780  |  
|Money markets accounts           |  |                          | 9,911   |   |                |        | (1,691   | ) |  |   | 11,602  |  
|Time:                            |  |                          |         |   |                |        |          |   |  |   |         |  
|Under $100,000                   |  |                          | (36,339 | ) |                |        | (25,036  | ) |  |   | (11,303 | )
|$100,000 and over                |  |                          | (26,898 | ) |                |        | (10,599  | ) |  |   | (16,299 | )
|Short-term borrowings            |  |                          | 1,306   |   |                |        | 1,306    |   |  |   |        |  
|Long-term debt                   |  |                          | (7,652  | ) |                |        | 3,518    |   |  |   | (11,170 | )
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Total interest expense           |  |                          | (18,910 | ) |                |        | (75,520  | ) |  |   | 56,610  |  
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  
|Net interest income              |  | $                        | 313,547 |   |                | $      | (156,566 | ) |  | $ | 470,113 |  
|                                 |  |                          |         |   |                |        |          |   |  |   |         |  



Provision for Loan Losses



The provision for loan losses is based upon
managements estimate of the amount required to maintain an adequate allowance for loan losses reflective of the risks in the loan portfolio. The Company and Bank generate a quarterly analysis of the allowance for loan losses, with the
objective of quantifying portfolio risk into a dollar figure of inherent losses, thereby translating the subjective risk value into an objective number. Emphasis is placed on an annual independent external loan review. The determination of the
allowance for loan losses is based on qualitative factors as well as any specific allowance for impaired loans. Qualitative factors include: levels and trends in delinquencies and non-accruals, trends in volumes and terms of loans, effects of any
changes in lending policies, the experience, ability and depth of



9



---

management, national and local economic trends and conditions, concentrations of credit, quality of the Companys loan review system and regulatory
requirements. The total allowance required thus changes as each factor is increased or decreased due to its particular circumstance, as the various types and categories of loans change as a percentage of total loans and as specific allowances are
required due to an increase in impaired loans.



Provision for
loan loss expense decreased $110,343 or 65.7% from $168,000 for the quarter ended March 31, 2003 to $57,657 for the quarter ended March 31, 2004. There were no charge-offs, net of recoveries, during the first three months quarters ended March 31,
2004 and 2003. General risks inherent in the loan portfolio and growth that impacts various inherent risk factors account for the variance between the 2004 and 2003 provision for loan loss expense.



Noninterest Income



Total noninterest income increased $104,006 or 101.4% since the three months
ended March 31, 2003 compared to the three months ended March 31, 2004. The increase was primarily attributable to income generated by the increased volume of loans and deposits and also explains the $88,285 or 101.4% increase in other income when
comparing March 31, 2003 and March 31, 2004. Gain of $22,770 from the sale of a security also contributed to the increase.



Noninterest Expense



Total noninterest expense increased $293,832 or 33.6% since the three months ended March 31, 2003 compared to the three months ended March 31, 2004. The
increase was primarily attributable to additional staffing for business expansion, most notably the opening of the Vienna, Virginia branch. Salaries and employee benefits increased $97,418 or 19.1% during the three months ended March 31, 2004
compared to the three months ended March 31, 2003. Expansion expenses such as occupancy, furniture and equipment and advertising expense also contributed to the increase. Occupancy, furniture and equipment and advertising expense increased $138,967
or 88.9% during the first three months of 2004 compared to the first three months of 2003.



Income Taxes



The provision for income taxes increased $73,833 or 165.4% from $44,636 at March 31, 2003 to $118,469 at March 31, 2004. Income tax expense was accrued at the effective statutory rate of 34.0%, adjusted for certain permanent differences
that vary between periods. The increase was attributable to increased earnings. The Company does not expect to pay taxes for the year ending December 31, 2004 as the current tax liability reduces the deferred tax asset shown on the balance sheet.



|B. | Financial Condition as of March 31, 2004
|-- | ----------------------------------------



General



During the first quarter of 2004, the Bank increased its professional staff to promote sound growth. In aggregate, new staff have over eighty-five years
of banking experience. The additional staff is expected to contribute to asset growth in the third quarter of 2004 and to negatively impact earnings in the second and third quarter of 2004.



Assets



Total assets increased $11,466,413 or 8.0% during the first three months of 2004. The increase was primarily attributable to
an increased volume of deposits which were invested in loans. The balance of available-for-sale investment securities is inflated on the balance sheet at December 31, 2003 . For tax purposes, the Bank purchased $15,000,000 of an overnight government
security on December 31, 2003. The average balance of investment securities totaled $10,362,012 for 2003.



10



---

Loans



Loans net of unearned income increased $9,502,229 or 9.6% from $99,114,122 at December 31, 2003 to $108,616,351 at March 31, 2004. The
increase was funded by the increased volume of deposits during the first three months of 2004.



Allowance for Loan Losses



The allowance for loan losses is an estimate of the losses that may be sustained in the Companys loan portfolio. The allowance is based on two basic
principles of accounting: (i) Statement of Financial Accounting Standards (SFAS) SFAS 5, Accounting for Contingencies, that requires that losses be accrued when they are probable of occurring and estimable and (ii) SFAS 114, Accounting
by Creditors for Impairment of a Loan as amended by SFAS 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosure, that requires that losses be accrued based on the differences between the value of the collateral,
present value of future cash flows or values that are observable in the secondary market and the loan balance.



A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of the loan agreement. Other factors considered by the Board of Directors and management in determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due. The Board of Directors and management determines the significance of each factor and determines impairment by taking into consideration all of the circumstances
surrounding the loan and the borrower, the present value of expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral
dependent.



The allowance for loan losses is maintained at a
level, that in the Board of Directors and managements judgment, is adequate to absorb credit losses inherent in the existing loan portfolio. The allowance for loan losses is based on managements evaluation of the collectibility of
the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, economic conditions and other risks inherent in the portfolio. Due to uncertainties associated with
economic conditions and the inherent subjectivity of the evaluation process, it is possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the possible change cannot be reasonably
estimated.



At March 31, 2004 and December 31, 2003, the
allowance for loan losses was $1,573,532 or 1.5% and $1,515,875 or 1.5%, respectively, of total loans. Impaired loans, for the three-month period ended March 31, 2004, totaled $6,796 and are held by BVCI, a wholly-owned subsidiary. This compares to
a balance of $33,457 at December 31, 2003, of which $7,128 was held by BVCI and $26,329 was held by the Bank. There were no charge-offs net of recoveries during the first three months of 2004 and 2003. Of the impaired loans outstanding at March 31,
2004 and December 31, 2003, non-accrual loans totaled $6,796 and $33,457, respectively.



Premises and Equipment



Premises and equipment decreased $14,839 or 1.2% during the three months since December 31, 2003. The decrease was due to depreciation that was mitigated
by capital additions resulting from renovations to the Tysons and Vienna offices.



Deferred Tax Asset



The deferred income tax asset primarily results from net operating loss carryforwards, and differences between bad debts deductible for income tax
purposes and those reflected in the financial statements. Using factors such as the Companys historical earnings performance, growth potential, the local and national economy and market competition, management determined that it was more
likely than not that the Company will utilize the amounts available at March 31, 2004.



11



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Deposits



During the first three months of 2004, management continued to focus on maintaining a deposit mix prominently consisting of core deposits. Core deposits
consist of demand, savings, NOW and money market accounts, and are generally less costly and more stable than certificates of deposits. Core deposits increased $13,752,746 or 14.8% from $93,015,247 at December 31, 2003 to $106,767,993 at March 31,
2004. The changes since December 31, 2003 were as follows: demand deposits (noninterest-bearing) - $13,209,200 or 38.3%, money market deposits - $3,369,386 or 20.3% and savings and NOW deposits - ($2,825,840) or (6.7)%.



Other Liabilities and Equity



Short-term borrowings and debt consists of $4,000,000 of outstanding
advances from the Federal Home Loan Bank of Atlanta (FHLBA) and $776,598 from a financial institution. The FHLBA advances have been used to fund certain lending programs. The $776,598 was used to purchase the Reston branch. Stockholders equity
increased $264,688 or 2.1% during the three months ended March 31, 2004 when compared to the year ended December 31, 2003. The first three months earnings primarily accounted for the variance in stockholders equity.



Liquidity and Investment



UFBCs operational needs have been significantly reduced in recent
years as overhead has been allocated proportionately between the subsidiaries. For the near future, management projects that proceeds received from the past two capital offerings and reimbursements from allocated expenses will provide sufficient
cash flow for UFBCs continuing operational needs.



Consolidated average liquid assets were 22.2% of average total assets at March 31, 2004 compared to 28.2% at March 31, 2003 (Consolidated Average Balances table). The Companys liquidity needs exist primarily in the Bank
subsidiary. To ensure adequate liquidity, the Bank purchases certain traditional assets such as government and other investment securities in addition to maintaining several lines of credit. The Banks securities portfolio is generally
comprised of U.S. Government agency securities, U.S. Treasury Notes, mutual funds, mortgage-backed and equity securities. The Bank has strategically grown its securities portfolio to ensure safe levels of liquidity, to enhance the overall credit
quality of its asset base, to generate increased interest income, to balance assets and liabilities and to hedge interest rate risk. The securities portfolio includes both instruments available-for-sale and held-to-maturity. Securities classified as
available-for-sale may be sold in response to changes in market interest rates, changes in prepayment or extension risk, management of the federal tax position, liquidity needs and other asset/liability management issues. Securities classified as
held-to-maturity are intended for investment purposes.



At
March 31, 2004, the Banks investment portfolio consisted of the following:



|                           |  |                    |           |                  |   |          
|-------------------------- |  | ------------------ | --------- | ---------------- | - | ---------
|                           |  | Available-for-Sale |           | Held-to-Maturity
|U.S. Government Agency     |  | $                  | 5,590,783 |                  | $ | 3,998,399
|U.S. Treasury              |  |                    | 2,082,289 |                  |   |         
|Mortgage-backed Securities |  |                    | 971,128   |                  |   | 25,266   
|Mutual Funds               |  |                    |          |                  |   |         
|Corporate Debt Securities  |  |                    | 451,423   |                  |   |         
|Equity                     |  |                    | 312,750   |                  |   |         
|                           |  |                    |           |                  |   |          
|Total                      |  | $                  | 9,408,373 |                  | $ | 4,023,665
|                           |  |                    |           |                  |   |          



Capital Requirements



The Company is subject to various regulatory capital
requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material



12



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effect on the Companys financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company
and bank subsidiary must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and bank subsidiary are also
subject to qualitative judgments by the regulators about components, risk weightings and other factors.



Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total and Tier 1
capital to risk-weighted assets, and of Tier 1 capital to average assets. The Federal Reserves capital guidelines do not currently apply to the Company. They will apply to the Company at such time as it has total assets equal to $150,000,000
or more, it has public debt, or it engages in certain highly leveraged activities. At March 31, 2004, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the Bank must maintain Total risk-based, Tier 1 risk-based and Tier 1 average asset ratios as set forth in the table. There are no conditions nor events, since December 31, 2003,
that management believes would result in the institution not being well capitalized.



|                                         |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|---------------------------------------- |  | ---------- |  | ----- | ------------------------------------ |  | --------- | ------------------------------ | ----- | - |  | ---------- |  | ----- | -
|                                         |  | Actual     |  |       | Required forCapital AdequacyPurposes |  |           | Required To Be WellCapitalized |      
|                                         |  | Amount     |  | Ratio |                                      |  | Amount    |                                | Ratio |   |  | Amount     |  | Ratio |  
|As of March 31, 2004:                    |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Total capital (to risk-weighted assets)  |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 13,593,570 |  | 12.13 | %                                    |  | 8,962,379 |                                | 8.00  | % |  | 11,202,974 |  | N/A   |  
|The Business Bank                        |  | 11,853,140 |  | 10.77 | %                                    |  | 8,807,746 |                                | 8.00  | % |  | 11,009,682 |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets) |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 12,191,060 |  | 10.88 | %                                    |  | 4,481,190 |                                | 4.00  | % |  | 6,721,785  |  | N/A   |  
|The Business Bank                        |  | 10,476,930 |  | 9.52  | %                                    |  | 4,403,873 |                                | 4.00  | % |  | 6,605,809  |  | 6.00  | %
|Tier 1 capital (to average assets)       |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 12,191,060 |  | 8.52  | %                                    |  | 5,723,214 |                                | 4.00  | % |  | 7,154,017  |  | N/A   |  
|The Business Bank                        |  | 10,476,930 |  | 7.39  | %                                    |  | 5,671,805 |                                | 4.00  | % |  | 7,089,757  |  | 5.00  | %
|                                         |  |            |  |       |                                      | 
|As of March 31, 2003:                    |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Total capital (to risk-weighted assets)  |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 11,774,688 |  | 13.54 | %                                    |  | 6,955,557 |                                | 8.00  | % |  | 8,694,446  |  | N/A   |  
|The Business Bank                        |  | 10,626,313 |  | 12.56 | %                                    |  | 6,770,787 |                                | 8.00  | % |  | 8,463,483  |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets) |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 10,683,772 |  | 12.29 | %                                    |  | 3,477,778 |                                | 4.00  | % |  | 5,216,668  |  | N/A   |  
|The Business Bank                        |  | 9,563,949  |  | 11.30 | %                                    |  | 3,385,393 |                                | 4.00  | % |  | 5,078,090  |  | 6.00  | %
|Tier 1 capital (to average assets)       |  |            |  |       |                                      |  |           |                                |       |   |  |            |  |       |  
|Company                                  |  | 10,683,772 |  | 9.53  | %                                    |  | 4,483,203 |                                | 4.00  | % |  | 5,604,003  |  | N/A   |  
|The Business Bank                        |  | 9,563,949  |  | 8.75  | %                                    |  | 4,371,080 |                                | 4.00  | % |  | 5,463,850  |  | 5.00  | %



|ITEM 3: | CONTROLS AND PROCEDURES
|------- | -----------------------



The Companys management, under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer,
evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Companys disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were adequate. There were no changes in the Companys internal control over financial reporting (as
defined in Rule 13a-15 under the Securities Act of 1934) during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



13



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PART II. OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS



In the opinion of management, there were no legal matters pending as of
March 31, 2004 which would have a material adverse effect on the Companys financial statements.



ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES



| | (a) | Modification of Rights of Registered Securities. None.
| | --- | ------------------------------------------------------



| | (b) | Issuance or Modification of Other Securities Affecting Rights of Registered Securities. None.
| | --- | ---------------------------------------------------------------------------------------------



| | (c) | Sales of Unregistered Securities. None.
| | --- | ---------------------------------------



| | (d) | Use of Proceeds. Not Applicable.
| | --- | --------------------------------



| | (e) | Small Business Issuer Purchases of Securities. 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) | Exhibits
| | --- | --------



|   |     |  |                                                     
|-- | --- |  | ----------------------------------------------------
|   |    
|31 | (a) |  | Section 302 Certification of President and CEO      
|   |    
|31 | (b) |  | Section 302 Certification of Chief Financial Officer
|   |    
|32 | (a) |  | Section 906 Certification of President and CEO      
|   |    
|32 | (b) |  | Section 906 Certification of Chief Financial Officer



| | (b) | Reports on Form 8-K
| | --- | -------------------



None.





---

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.



|                   |  |  |  |                                          |  |                      |  |                                   
|------------------ |  |  |  | ---------------------------------------- |  | -------------------- |  | ----------------------------------
|                   |  |  |  | UNITED FINANCIAL BANKING COMPANIES, INC.
|                   |  |  | 
|Date: May 21, 2004 |  |  |  | By:                                      |  | /s/ HAROLD C. RAUNER
|                   |  |  |  |                                          |  |                      | 
|                   |  |  |  |                                          |  |                      |  | Harold C. Rauner President and CEO



|                   |  |  |  |     |  |                    |  |                                       
|------------------ |  |  |  | --- |  | ------------------ |  | --------------------------------------
|                   |  |  |  |    
|                   |  |  | 
|Date: May 21, 2004 |  |  |  | By: |  | /s/ LISA M. PORTER
|                   |  |  |  |     |  |                    | 
|                   |  |  |  |     |  |                    |  | Lisa M. Porter Chief Financial Officer