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                                  United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549
                                    Form 10-K

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 For the fiscal year ended December 31, 1997
                        Commission File Number 000-22523

                          UNION NATIONAL BANCORP, INC.

        Maryland                                     52-0514247
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)               identification number)

        117 East Main Street, Westminster, MD 21157  (410) 848-7200
        (Address of principal executive offices)     (Telephone number)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.

                             YES [X]        NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy of information statement
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K [  ]

     As of March 17, 1998, Union National Bancorp had 1,674,870 shares of common
stock outstanding, par value $.01.

Documents Incorporated by Reference
     Portions of the Union National Bancorp. Inc. 1997 Annual Stockholders
Report for the year ended December 31, 1997 , Parts I,II, IV
     Portions of Union National Bancorp Inc. Proxy Statement dated March 24,
1998, 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, hereunto duly authorized.

                          Union National Bancorp, Inc.



Date: March 24, 1998                       by: /s/ Virginia W. Smith
                                           President and Chief Executive Officer




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 and in the capacities and on the dates indicated.



Date: March 24, 1998                            by: /s/ K. Wayne Lockard
                                               Director & Chairman of the Board


Date: March 24, 1998                            by: /s/ Donald C. Essich


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                                                   Director & Vice Chairman

Date: March 24, 1998                            by: /s/ Kenneth B. Wright
                                                   Director

Date: March 24, 1998                            by: /s/ Robert T. Scott
                                                   Director

Date: March 24, 1998                            by: /s/ Larry A. Van Sant, Sr.
                                                   Director

Date: March 24, 1998                            by: /s/ Joseph H. Beaver, Jr.
                                                   Director

Date: March 24, 1998                            by: /s/ Wesley D. Blakeslee
                                                   Director

Date: March 24, 1998                            by: /s/ Dean H. Griffin
                                                   Director

Date: March 24, 1998                            by: /s/ Ethan A. Seidel
                                                   Director

Date: March 24, 1998                            by: /s/ Ellen Willis Miller
                                                   Director

Date: March 24, 1998                            by: /s/ William R. Klinger
                                                   Director

Date: March 24, 1998                            by: /s/ Bernard L. Jones, Sr.
                                                   Director

Date: March 24, 1998                            by: /s/ Robert L. Bullock
                                                   Director

Date: March 24, 1998                            by: /s/ David L. Brauning
                                                   Director

Date: March 24, 1998                            by: /s/ Gabrielle M. Peregoy
                                                   Vice President & Controller

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                                  EXHIBIT INDEX

          (3). Charter and Bylaws

                  (3a.) Articles of Incorporation of Union National is 
incorporated by reference form Union National's Form 10, filed with the 
Commission of May 5, 1997, and Form 10/A, file with the Commission on August 
21,1997 (Registration No. 0-22523)

                  (3b.) Bylaws of union national is incorporated by reference 
form Union National's Form 10, filed with the Commission of May 5, 1997, and 
Form 10/A, file with the Commission on August 21,1997 (Registration No. 
0-22523)

          (10) Material Contracts

                  (10a.) Employment Agreement between the Union National Bank of
Westminster and Virginia W. Smith, President, is incorporated by reference form
Union National's Form 10, filed with the Commission of May 5, 1997, and Form
10/A, file with the Commission on August 21,1997 (Registration No. 0-22523)

                  (10b.) 1997 Stock Option Plan is incorporated by reference
form Union National's Form 10, filed with the Commission of May 5, 1997, and
Form 10/A, file with the Commission on August 21,1997 (Registration No. 0-22523)

                  (10c.) Leases between The Union  National Bank of Westminster
and K. Wayne Lockard, Director, dated October 1, 1997, is incorporated by
reference form Union National's Form 10, filed with the Commission of May 5,
1997, and Form 10/A, file with the Commission on August 21,1997 (Registration
No. 0-22523)

                  (10b.) Key employee retention plan
                               Union National Bank
                           Key Employee Retention Plan

     1. Purpose. The purpose of this Key Employee Retention Plan ("Plan") 
is to further the interests of Union National Bank ("Bank") by providing 
incentives to attract and retain key employees.

     2. Administration. The Plan shall be administered by the Board of 
Directors of the Bank or a committee designated by the Board (the 
"Administrator"). Subject to the provisions of the Plan and applicable law, 
the Board is authorized to interpret the Plan, to adopt, amend and rescind 
rules and regulations relating to the Plan, and to make all other 
determinations necessary or advisable for the administration of the Plan 
(except such determinations which conflict with the authority or power of the 
Board). No Director or member of any committee administering the Plan shall 
vote upon or decide any matter relating solely to himself/herself (or member 
of his/her immediate family), or solely to any of his/her rights or benefits 
(or rights or benefits of a member of his/her immediate family) under the 
Plan.

     3. Plan Participation. The Board shall determine and designate from 
time to time those employees of the Bank who shall be eligible to participate 
in the Plan (each a "Participant") and the category of separation payments 
for which each Participant will be eligible. Participation in the Plan shall 
not confer upon any Participant any right of continuation of service as an 
employee or officer of the Bank or other rights of employment except as 
expressly stated herein.

     4. Defined Terms. The following terms used in the plan shall have the
following meanings:

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                  (a) "Change in  Control" means the occurrence of any one or 
more of the following events: (i) the acquisition of "beneficial ownership" 
by a person or entity, including any "group" (as such terms are defined under 
Section 13(d) of the Securities Exchange Act of 1934), of 50% or more of the 
outstanding shares of common stock of the Bank or of its parent company (the 
"Parent"); (ii) the sale or other  disposition of all or substantially all of 
the assets of the Bank or the Parent in one transaction or a series of 
transactions; (iii) a merger, consolidation or share exchange involving the 
Bank or the Parent and any other person or entity, in which the Bank or the  
Parent is not the  surviving entity or in which the outstanding shares of 
capital stock of the Bank or the parent do not continue to be outstanding; 
and (iv) any other "business combination" (as defined in Section 3-601(e) of 
the Maryland General Corporation Law) involving the Bank or the parent and 
any person or entity, whether or not such person or entity is an "interested 
stockholder" under that statute.

                  (b) "Qualifying Termination" means:

                    (i) the termination of employment of a Participant by the
Bank in anticipation of or within 18 months after a Change in Control, or

                    (ii) the resignation of a Participant within 18 months after
a Change in Control as a direct result of any of the following action taken by
the Bank with respect to a Participant in anticipation of or after a Change in
Control:

                    (A) the demotion of a Participant or the reduction of a
                    Participant's regular base salary below the amount in effect
                    immediately prior to the Change in Control;

                    (B) the substantial curtailment of the rights, duties and
                    responsibilities of a Participant as compared to those
                    possessed by the Participant prior to the Change in Control;
                    or

                    (C) the reassignment of a Participant, or relocation of the
                    office or facility to which he/she shall report, to a
                    location that is more than 25 miles from the Participant's
                    place of employment prior to the Change in Control.

                  (c) A Qualifying Termination shall not include the following:

                    (i) Termination of the Participant for cause. "Cause"
includes an action or failure to act by the Participant constituting:

                    (A) fraud, misappropriation or intentional material damage
                    to the property or business of the Bank, the commission of
                    an act of deliberate and material dishonesty, a material
                    breach of the Bank's corporate code of ethics, commission of
                    a crime, or causing the Bank to commit a crime; or

                    (B) continued failure by the participant to satisfactorily
                    perform his/her duties or job functions after written notice
                    to the Participant by the Board of Directors specifying such
                    failure; provided that such "cause" shall have been found by
                    a majority vote of the board of Directors after notice to
                    the Participant specifying the cause and an opportunity for
                    the Participant to be heard by the Board of Directors; or

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             (ii) A transfer of employment of the Participant to the parent or a
subsidiary of the Parent or of the Bank (collectively, a "Related Entity") in
anticipation of or after a Change in Control, in which case the Participant
shall continue to be a Participant under the Plan.

     5. Plan Benefits. Subject to the compliance by the Participant with the
conditions specified in Paragraph 6, in the event of a Qualifying Termination of
the Participant, the Participant shall be entitled to the following benefits
("Plan Benefits"):

           (a) Separation Payments. A Participant will be entitled to receive an
amount equal to his/her base salary (at the amount in effect at the time of the
Qualifying Termination) for the applicable number of weeks set forth below.
Separation payments will be paid on the Bank's regular pay days and will be
subject to standard withholdings and deductions. For purposes of determining the
number of full years of service under this Plan, a Participant shall be credited
with all time that he/she was continuously employed by the Bank or any Related
Entity regardless of any transfers of employment among them.

               Category I. Participants in this category will be entitled to
          receive separation payments for 78 weeks (18 months) plus one
          additional week for each full year of service he/she has completed
          with the Bank, up to a maximum of 130 weeks (30 months).

               A Participant under Category I shall be obligated to seek
          employment. The first 52 weeks (12 months) of the Participants
          separation payments will be guaranteed and the remaining weeks will be
          reduced by 50% if the Participant receives or is entitled to receive
          any amount from other employment, including self-employment, during or
          in respect of such weeks.

               Category II. Participants in this category will be entitled to
          receive separation payments for 52 weeks (12 months) plus one
          additional week for each full year of service he/she has completed
          with the Bank, up to a maximum of 104 weeks (24 months).

               A Participant under Category II shall be obligated to seek
          employment. The first 52 weeks (12 months) of the Participants
          separation payments will be guaranteed and the remaining weeks will be
          reduced by 50% if the Participant receives or is entitled to receive
          any amount from other employment, including self-employment, during or
          in respect of such weeks.

               Category III. Participants in this category will be entitled to
          receive separation payments for 26 weeks (6 months) plus one
          additional week for each full year of service he/she has completed
          with the Bank, up to a maximum of 78 weeks (18 months).

               A Participant under Category III shall be obligated to seek
          employment. The first 26 weeks (6 months) of the Participants
          separation payments will be guaranteed and the remaining weeks will be
          reduced by 50% if the Participant receives or is entitled to receive
          any amount from other employment, including self-employment, during or
          in respect of such weeks.

               Category IV. Participants in this category will be entitled to
          receive separation payments for 13 weeks (3 months) plus one
          additional week for each full year of service he/she has completed
          with the Bank, up to a maximum of 52 weeks (12 months).

               A Participant under Category IV shall be obligated to seek
          employment. The first 26 weeks (6 months) of the Participants
          separation payments will be guaranteed and the remaining weeks will be
          reduced by 50% if the Participant receives or is entitled to receive
          any amount from other employment, including self-employment, during or
          in respect of such weeks.

           (b) Health Insurance. A Participant will be entitled to continue 
to receive health insurance benefits from the Bank on the same basis, as if 
he/she were actively employed, for a period of six months. Months of 
continued coverage hereunder will not be counted towards the number of months 
of continued coverage to which the Participant (and any of his/her covered 
dependents) is entitled pursuant to COBRA or any similar law.

<PAGE>

           (c) Notwithstanding anything to the contrary, the Plan Benefits 
shall be reduced by any other severance type or other benefits which the 
Participant receives or is entitled to receive from the Bank or a Related 
Entity pursuant to any other plan, a contract, or otherwise.

     6.  Conditions to Plan Benefits. All Plan Benefits provided or to be 
provided under this Plan are subject to the continued compliance of the 
Participant with the following conditions:

           (a) Release of Claims. The Participant will release the Bank and 
its Related Entities (and their officers, directors, employees and agents) 
from and against all claims that he/she may have against them and will 
convenant not to bring, and shall not bring, any action in respect of any 
claim so released.

           (b) Non-Competition. For a period of one year following a 
Qualifying Termination, the Participant will not directly or indirectly, 
either individually or as owner, partner, agent, employee, consultant or 
otherwise, for himself or any other person or entity, solicit, enter into or 
attempt to establish any business relationship, competitive with the business 
of the Bank or any Related Entity, with any person or entity that was a 
customer of the Bank or any Related Entity within 12 months of the date of 
the Qualifying Termination.

           (c) Confidential Information. The Participant will not, either 
directly or indirectly, use, disclose or communicate to any person or entity 
any trade secret or confidential or proprietary information of the Bank or 
any Related Entity. For purposes of this Agreement, "trade secret or 
confidential or proprietary information" means any information concerning the 
Bank or any Related Entity which he/she learned during his/her employment and 
which is not generally known or available to sources outside the Bank and 
Related Entities; such information shall include (without limitation) 
information, whether written or otherwise, regarding earnings, expenses, 
plans, strategies, prospective and executed contracts, and other business 
arrangements.

           (d) Return of Property/Amounts Owed. The Participant will promptly
return all property of the Bank and Related Entities. The Participant promptly
will reimburse the Bank and Related Entities for any personal telephone calls,
credit card charges, and other expenses and pay all amounts due to such entity.

           (e) Breach by Participant. In the event the Participant breaches 
any of the conditions set forth in this Section, in addition to any other 
remedies it may have, the Bank shall not be required to provide any of the 
Plan Benefits, and the Participant shall be obligated to return to the Bank, 
upon demand, an amount equal to all Plan Benefits that he/she received under 
this Plan.

           (f) Agreement. The Participant will, upon request, sign an 
agreement satisfactory to the Bank which includes the conditions set forth in 
this Section 6.

     7. Death of Participant. Upon the death of a Participant receiving Plan 
Benefits, the beneficiary(ies) of the Participant (whom he/she designated for 
purposes of group life insurance benefits) shall be entitled to receive the 
Plan Benefits through the end of the month in which the Participant's death 
occurred.

     8.  Administration of the Plan.

           (a) Administrator. The Administrator shall have full power to 
administer the Plan. The Plan shall be administered in accordance with its 
terms, for the exclusive benefit of Participants. The Administrator shall be 
entitled to appoint persons to assist it in administering the Plan, and shall 
be entitled to delegate, in writing, its responsibilities to other persons.

<PAGE>

     The Administrator shall have full discretionary authority to interpret 
the Plan and to decide all questions concerning the Plan. Its interpretation 
shall be binding on all concerned.

          (b) Indemnification. The Bank agrees to indemnify and to defend to the
fullest extent permitted by law any person who performs or has performed
administrative functions for the Administrator against any liabilities and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Bank) occasioned by any act or omission in connection with the
Plan which occurred in good faith.

          (c) Appeal of a Denied Claim.

               (i) If a Participant believes that he/she is entitled to 
benefits under the Plan, the Participant may submit a claim to the 
administrator within 2 months after the date of the event which he/she 
believes is a Qualifying Termination. The Administrator will either grant the 
claim, deny it, or extend the time for processing it. Any extension will not 
be longer than 180 days from the date the claim was submitted.

               (ii) If a claim arising under this Plan is wholly or partially 
denied, notice of the decision shall be furnished to the Participant within 
90 days after receipt of the claim by the Administrator. If special 
circumstances require an extension of time for processing the claim, written 
notice of the extension shall be furnished to the Participant prior to the 
end of the initial 90 day period. In no event shall such extension exceed a 
period of 90 days from the end of such initial period. The extension notice 
shall indicate the special circumstances requiring an extension of time and 
the date by which the Administrator expects to render the final decision. The 
written notice to the Participant regarding a denied claim for benefits shall 
include (A) the specific reason(s) for the denial; (B) specific reference to 
pertinent Plan provisions which the denial is based; (C) a description of any 
additional material or information necessary for the Participant to perfect 
the claim and an explanation of why such material or information is 
necessary; (D) that the Participant or his/her duly authorized representative 
has a reasonable opportunity to appeal the denial of the claim, including but 
not limited to: requesting a review upon written application to the Plan; 
reviewing pertinent documents; and submitting issues and comments in writing; 
and (E) appropriate information as to the steps to be taken if the 
Participant wishes to appeal the denial of the claim.

               (iii) The Administrator's decision regarding the appeal shall 
be made not later than 60 days after the receipt of the appeal, unless 
special circumstances require an extension of time, in which case the 
Participant shall be notified of the extension and a decision shall be 
rendered as soon as possible, but not later than 120 days after receipt of 
the appeal. The decision regarding the appeal shall be in writing and shall 
include specific reasons for the decision, written in a manner calculated to 
be understood by the Participant, as well as specific references to the 
pertinent Plan provisions on which the decision is based. The Administrator's 
decision regarding the appeal will be final and binding on all concerned.

     9.  Amendments and Termination. The Board of Directors may amend, 
suspend, discontinue or terminate the plan, but no such action shall, without 
the consent of each Participant, alter or impair the Plan benefits to be 
provided to such Participant under the Plan.

     10.  Binding Effect.

          (a) This Plan shall inure to the benefit of each Participant. This
Plan shall be binding upon the Bank, its successors and assigns, including any
person or entity that acquires the business or assets of the Bank pursuant to a
Change in Control (a "transferee"); provided, however, that no such transfer or
assignment shall relieve the Bank from its obligations hereunder.

<PAGE>

          (b) All obligations of the Bank under this Plan are subject to
applicable statutes and regulations. The Bank shall use its reasonable best
efforts to obtain all consents and approvals necessary to comply with the
provisions of this Plan.

         ADOPTED BY UNION NATIONAL BANK ON January 13, 1998.

         (11)  Statements re computation of per share earnings

                  a. The per share  earning is  calculated  by dividing the 1997
and 1996 net income of $2,400,102 and $1,830,028, respectively, by the number of
shares outstanding for 1997 and 1996 of $1,674,870 and $834,000, respectively.
Primary and fully diluted were the same for both 1997 and 1996.

         (12)  Statements re computation of ratios

                  a. The percentage  ratio of net income to average total 
assets is calculated by dividing the 1997 and 1996 net income of $2,400,102 
and $1,830,028, respectively, by the average total assets for 1997 and 1996 
of $234,206,000 and $221,146,000, respectively.

                  b. The percentage ratio of net income to average shareholders'
equity is calculated by dividing the 1997 and 1996 net income of $2,400,102  and
$1,830,028,  respectively, by the average shareholders' equity for 1997 and 1996
of $18,884,000 and $17,242,000, respectively.

                  c. The percentage ratio of average shareholders' equity to 
average total assets is calculated by dividing the 1997 and 1996 average 
shareholders' equity of $18,884,000 and $17,242,000, respectively, by the 
average total assets for 1997 and 1996 of $234,206,000 and $221,146,000, 
respectively.

                  d. The percentage ratio of cash dividends declared to net
income is calculated by dividing the 1997 and 1996 cash dividend of $592,120 and
$660,380, respectively, by the net income for 1997 and 1996 of $2,400,102 and
$1,830,028, respectively.

         (13) Annual report to stockholders

                  Filed herewith

         (16) Letter re change in certifying accountants

                  Is incorporated by reference from Union National's 8-K file
with the Commission on October 6, 1997.

         (21)  Subsidiaries of the Registrant

                  Is incorporated by reference form Union National's Form 10,
filed with the Commission of May 5, 1997, and Form 10/A, file with the
Commission on August 21,1997 (Registration No. 0-22523)

         (23) Consents of Experts & Counsel

                  (23a.) Keller Bruner & Co.