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              SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549
                                                 
                         FORM 10-KSB/A
                     (Amendment No.  1)      

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended March 31, 1998

             Commission File Number: 0-24194

               HARBOR FEDERAL BANCORP, INC.
    ---------------------------------------------------
    (Exact name of small business issuer as specified
                      in its charter)

     Maryland                             52-1860591
   ----------------------------------------------------
   (State or other jurisdiction       (I.R.S. Employer
   of incorporation or organization) Identification No.)

   705 York Road, Baltimore, Maryland         21204
   -----------------------------------------------------
   (Address of principal executive offices   (Zip Code)

   Registrant's telephone number, including area code:
                     (410) 321-7041 
                     --------------

              Securities registered pursuant to 
                 Section 12(g) of the Act:  

          Common Stock, par value $.01 per share
          --------------------------------------
                    (Title of Class)

     Check whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.  YES   X    NO     
                           ------    ------

     Transitional small business disclosure format (check one): 
YES      NO  X
    ----   -----

     Check if no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB.  [X]

     State issuer's revenues for its most recent fiscal year: 
$16,890,071

     State the aggregate market value of the voting stock held
by non-affiliates computed by reference to the price at
which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within the past 60 days:
$31,156,720 (1,354,640 shares at the most recent price of which
management was aware as of June 1, 1998 ($23.00 per
share)).

     State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: 1,693,420 shares of common stock as of June 1, 1998.

                 DOCUMENTS INCORPORATED BY REFERENCE

     1.  Portions of the registrant's Annual Report to
Stockholders for the Fiscal Year Ended March 31, 1998 (the
"Annual Report").  (Part II)

     2.  Portions of the Proxy Statement for the registrant's
1998 Annual Meeting of Stockholders (the "Proxy Statement"). 
(Part III)
                                                                
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                      SIGNATURES


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

                             HARBOR FEDERAL BANCORP, INC.


    Date:  July 6, 1998     By:/s/ Robert A. Williams
                               ------------------------
                               Robert A. Williams
                               President
                               (Duly Authorized Representative)

    Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities indicated
as of the date set forth above.

By: /s/ Robert A. Williams                                      
      -----------------------          
    Robert A. Williams
    President
    (Director and Principal Executive Officer)


By: /s/ Norbert J. Luken                                        
      ----------------------       
    Norbert J. Luken
    Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)


By: /s/ Louis V. Koerber                                        
      -------------------------    
    Louis V. Koerber
    Director


By: /s/ Joseph J. Lacy                                          
      -------------------------      
    Joseph J. Lacy
    Director


By: /s/ John H. Riehl, III                                      
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    John H. Riehl, III
    Director                              


By: /s/ J. Kemp Roche                                           
      -------------------------    
    J. Kemp Roche
    Director


By: /s/ Gideon N. Stieff, Jr.                                   
      -------------------------        
     Gideon N. Stieff, Jr.
     Director

By: /s/ Lawrence W. Williams                                    
      -------------------------
    Lawrence W. Williams
    Director