United States Securities and Exchange Commission Washington, DC 20549

                                   FORM 10-Q

{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended March 31, 2000

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

COMMISSION FILE NUMBER:             000-22523

UNION NATIONAL BANCORP, INC. (Exact name of registrant as specified in its
charter)

   Maryland                                      52-1862338
   (State of incorporation)                      (I.R.S. identification number)

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

         Indicated 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 { }

     The number of shares of common stock outstanding as of April 11, 2000 is
     1,965,349 shares.


<PAGE>


                                Table Of Contents
                          Union National Bancorp, Inc.

<TABLE>
<CAPTION>

PART  I - FINANCIAL INFORMATION
<S>                                                                          <C>
Item 1. Financial Statements
         Consolidated Balance Sheets                                         2
         Consolidated Statements of Income                                   3
         Consolidated Comprehensive Statements of Income                     3
         Consolidated Statements of Cash Flows                               4
         Notes to Consolidated Financial Statements                          5
Item 2. Management's Discussion and Analysis                                 5-9
PART  II - OTHER INFORMATION                                                 9
Item 6. Exhibits and Reports on Form 8-K                                     9
</TABLE>


<PAGE>
                                                                              1

PART 1 FINANCIAL INFORMATION  ITEM 1 FINANCIAL STATEMENTS
UNION NATIONAL BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                               March 31,            December 31,
                                                                                 2000                   1999
                                                                           ------------------     ------------------
ASSETS                                                                        (Unaudited)

<S>                                                                             <C>                      <C>
Cash and due from banks                                                         $ 14,737,200           $  7,496,284
Interest bearing deposits with banks                                                  44,825                 23,983
Federal funds sold                                                                 2,311,223                799,873
Investment securities available for sale-at fair value                            69,051,175             70,380,902
Investment securities held to maturity-at amortized cost - fair value
       of $31,111,392 (2000) and $31,260,668 (1999)                               32,389,828             32,619,087
Loans                                                                            179,614,866            179,720,903
Less: allowance for credit losses                                                 (1,808,646)             (1,792,921)
                                                                           ------------------     ------------------
Loans - net                                                                      177,806,220            177,927,982
Premises and equipment                                                             4,013,625              4,059,081
Accrued interest receivable                                                        2,205,450              2,000,671
Goodwill                                                                           2,182,347              2,204,923
Deferred tax                                                                       2,608,337              2,536,222
Other assets                                                                       2,820,581              2,879,100
                                                                           ------------------     ------------------
       TOTAL ASSETS                                                              310,170,811            302,928,108
                                                                           ==================     ==================
LIABILITIES
Deposits:
    Non-interest bearing deposits                                               $ 28,892,256           $ 28,526,731
    Interest bearing deposits                                                    200,702,891            203,651,221
                                                                           ------------------     ------------------
       TOTAL DEPOSITS                                                            229,595,147            232,177,952
Short-term borrowings                                                             27,826,499             18,269,157
Federal Home Loan Bank Borrowing                                                  25,000,000             25,000,000
Accrued expenses and other liabilities                                             1,651,559              1,898,117
                                                                           ------------------     ------------------
       TOTAL LIABILITIES                                                         284,073,205            277,345,226
                                                                           ------------------     ------------------
STOCKHOLDERS' EQUITY
Common stock - $.01 par; 10,000,000 shares authorized; 1,965,349
    shares in March 31, 2000 1,964,128 shares on
    December 31, 1999 issued and outstanding                                          19,652                 19,640
Capital surplus                                                                   17,590,562             16,831,138
Accumulated other comprehensive income (loss)                                     (2,132,970)            (2,020,588)
Retained earnings                                                                 10,620,362             10,752,692
                                                                           ------------------     ------------------
       TOTAL STOCKHOLDERS' EQUITY                                                 26,097,606             25,582,882
                                                                           ------------------     ------------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $310,170,811           $302,928,108
                                                                           ==================     ==================
</TABLE>


<PAGE>
                                                                              2
<TABLE>
<CAPTION>

UNION NATIONAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)                                       Three Months Ending
                                                                                         March 31,

                                                                              2000                       1999
                                                                        ------------------        -------------------
INTEREST INCOME:
---------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                        <C>
    Interest and fees on loans                                                 $3,765,975                 $3,499,238
    Interest and dividends on investment securities:
       Taxable interest on mortgage backed securities                             780,823                    784,209
       Other taxable interest & dividends                                         624,839                    450,747
       Nontaxable interest                                                        224,204                    223,391
    Interest on deposits in other banks                                               771                        370
    Interest on federal funds sold                                                 43,796                    138,618
                                                                          ------------------      ------------------
       TOTAL INTEREST INCOME                                                    5,440,408                  5,096,573
                                                                          ------------------      ------------------
INTEREST EXPENSE:
---------------------------------------------------------------------------------------------------------------------
    Interest on deposits:
       Time certificates of deposit of $100,000 and more                          291,663                    307,787
       Other deposits                                                           1,690,591                  1,700,987
                                                                          ------------------      ------------------
           Total interest on deposits                                           1,982,254                  2,008,774
    Interest on short-term borrowings                                             244,719                    126,657
    Interest on Federal Home Loan Bank borrowings                                 349,149                    282,479
                                                                                  -------                    -------
       TOTAL INTEREST EXPENSE                                                   2,576,122                  2,417,910
                                                                          ------------------      ------------------
Net Interest Income                                                             2,864,286                  2,678,663
    Provision for Credit Losses                                                    57,000                     59,000
                                                                                  -------                     ------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES                           2,807,286                  2,619,663
                                                                                ---------                  ---------
NONINTEREST INCOME:
---------------------------------------------------------------------------------------------------------------------
    Service charges on deposit accounts                                           286,049                    268,290
    Other service charges                                                          87,252                     63,240
    Insurance service commission                                                  333,914                         -
    Other income                                                                   23,192                     44,737
                                                                                  -------                     ------
       TOTAL NONINTEREST INCOME                                                   730,407                    376,267
                                                                                  --------                   -------
NONINTEREST EXPENSE:
---------------------------------------------------------------------------------------------------------------------
    Salaries and employee benefits                                              1,393,826                  1,151,487
    Occupancy expense                                                             217,881                    221,449
    Equipment expenses                                                            191,050                    148,384
    Other expenses                                                               595,535                     548,304
                                                                                 --------                  ---------
       TOTAL NONINTEREST EXPENSES                                               2,398,292                  2,069,624
                                                                               ----------                  ---------
INCOME BEFORE INCOME TAXES                                                      1,139,401                    926,306
PROVISION FOR INCOME TAXES                                                        309,400                    248,591
                                                                                 --------                   --------
NET INCOME                                                                       $830,001                   $677,715
                                                                                 =========                  ========
 EARNINGS PER COMMON SHARE BASIC AND DILUTED                                        $0.42                      $0.37
                                                                                   ======                      =====
 DIVIDENDS PER COMMON SHARE                                                         $0.12                      $0.11
                                                                                   ======                      =====
COMPREHENSIVE STATEMENTS OF INCOME (Unaudited)
---------------------------------------------------------------------------------------------------------------------
Net Income                                                                       $830,001                   $677,715
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE TAX:
    Unrealized holding gains/(loss) arising during period                        (184,362)                  (609,954)
    Less: reclassification adjustment for gains included in net income                  -                          -
                                                                             ------------------     -----------------
    Other comprehensive income/(loss), before tax                                (184,362)                  (609,954)
    Income tax (expense)/benefit related to items
       of other comprehensive income                                               71,200                    235,564
                                                                             ------------------     -----------------
Other comprehensive income/(loss), net of taxes                                  (113,162)                  (374,390)

COMPREHENSIVE INCOME                                                             $716,839                   $303,325
                                                                                 =========                  ========
</TABLE>


<PAGE>
                                                                              3
<TABLE>
<CAPTION>

UNION NATIONAL BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)                                      Three Months Ending
                                                                                            March 31,
                                                                                 2000                       1999
                                                                           ------------------         ------------------
<S>                                                                                 <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                      $830,001                   $677,715
    Adjustments to reconcile net income to net cash
          provided by operating activities:
       Provision for credit losses                                                    57,000                     59,000
       Depreciation and amortization                                                 221,815                    204,673
       Provision for deferred income taxes                                           (71,820)                         -
       Net increase in accrued interest receivable                                  (204,779)                   (98,339)
       Net increase (decrease) in accrued expenses & other liabilities              (246,558)                   179,570
       Other - net                                                                   176,787                    936,592
                                                                           ------------------         ------------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES
                                                                                     762,446                  1,959,211
                                                                           ------------------         ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of available for sale securities                                            -                 (13,997,536)
    Proceeds from maturities of available for sale securities                      1,133,361                 11,011,091
    Proceeds from maturities of held to maturity securities                          225,523                    801,156
    Purchases of held to maturity securities                                              -                  (2,494,074)
    Net decrease (increase) in loans                                                  56,494                 (1,192,670)
    Premises and equipment acquired                                                 (176,359)                   (85,150)
                                                                           ------------------         ------------------
       NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                         1,239,019                 (5,957,183)
                                                                           ------------------         ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase (decrease) in deposits                                           (2,582,805)                 1,325,898
    Net increase (decrease) in short-term borrowings                               9,557,342                 14,152,882
    Dividend reinvestment plan                                                        32,948                     66,217
    Cash dividends paid                                                             (235,842)                  (203,912)
                                                                           ------------------         ------------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                                   6,771,643                 15,341,085
                                                                           ------------------         ------------------
Net Increase In Cash And Cash Equivalents                                          8,773,108                 11,343,113
Cash And Cash Equivalents At Beginning Of Year                                     8,320,140                 14,864,586
                                                                           ------------------         ------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                         $17,093,248                $26,207,699
                                                                           ==================         ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                                 $2,589,843                 $2,378,552
                                                                           ==================         ==================
    Income taxes paid                                                                309,400                    249,400
                                                                           ==================         ==================
</TABLE>


<PAGE>
                                                                               4

Union National Bancorp, Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited consolidated financial statements for Union
National Bancorp, Inc. ("Company") have been prepared in accordance with the
instructions for Form 10-Q and, therefore does not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. The interim financial statements have been prepared
utilizing the interim basis of reporting and, as such, reflect all adjustments
which are normal and recurring in nature and are, in the opinion of management,
necessary for fair presentation of the results for the periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results for the full year.

Note 2 - Recent accounting pronouncements: The FASB has issued Statement of
Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and
Hedging" for the year ending on or after June 15,1999. Union National Bancorp
has reviewed this pronouncement and will adopt this standard when it is
applicable to its operations as required.

Note 3 - On January 20, 2000, the Company entered into an agreement and plan of
affiliation and merger with Mercantile Bancshares Corporation. Under the
proposal, the Company's shareholders will receive 1.15 shares of Mercantile's
$2.00 par common stock for each share of common stock of the Company.

No material legal obligations are created by the proposal and either party may
withdraw from the transaction until a definitive agreement is executed.
Consummation of the proposed sale is subject to regulatory approval and approval
of two-thirds of the Company's shareholders.

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

OVERVIEW

         This section of the report contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including
statements relating to Union National Bancorp's beliefs, expectations,
anticipations and plans regarding, among other things, general economic trends,
interest rates, product expansions and other matters. Such statements are
subject to numerous uncertainties, such as federal monetary policy, inflation,
employment, profitability and consumer confidence levels, the health of the real
estate and construction market in Union National Bancorp's market area, Union
National Bancorp's ability to develop and market new products and to enter new
markets, and other factors. As such there can be no assurance that future events
will develop in accordance with the forward-looking statements contained below.

         Union National Bancorp, Inc. (`the Company") began operations as the
parent company of its sole subsidiary, The Union National Bank of Westminster,
("the Bank") in 1994. Union National Bank has conducted the business of banking
since 1816. The Bank is the primary possession of the holding company. Union
National Bank provides a full range of banking and certain non-banking services
to individuals and businesses. The Banks principal market area includes Carroll
County, Maryland and the surrounding regions. The assets and liabilities of the
holding company are mainly its investment in Union National Bank. Union National
Bancorp's principal source of income is from dividends received from Union
National Bank.

         Total assets were $310.2 million at March 31, 2000, an increase of
$10.5 million or 3.5% over one year earlier. The primary funding source for the
asset growth is strong growth in investments from our customers in sweep
accounts and certificates of deposit. However, when advantageous, Union National
Bank has taken advantage of competitive rates on borrowings from the Federal
Home Loan Bank.

         Net income rose $152,286 or 22.47% in the first three months of 2000 to
$830,001 from net income of $677,715 in the same period of 1999. The annualized
return on average assets for the three-month periods ended March 31, 2000 was
1.10% and for March 31, 1999 was .97%. The annualized return on average equity
was 12.95% for the three months ended March 31, 2000 and was 12.28% for the
three months ended March 31, 1999.

SECURITIES PORTFOLIO

         Total holdings in the investment portfolio at March 31, 1999 were
$101,441,003 and at year-end 1999 were $102,999,989. In aggregate, investment
securities decreased $1,558,986 or 1.5% in the first three months of 2000. The
investment portfolio is comprised of investment securities available for sale,
and investment securities held to maturity. Available for sale represent those
securities that management may sell as part of its asset/liability management
strategy or that may be sold in response to changing interest rates or liquidity
needs. Held to maturity represent securities that are intended to be held until
they mature. The total portfolio has a duration of 5.12 years on March 31, 2000.
These maturities represent estimates of the actual life on instruments
considering mortgaged-backed pay downs.

         Union National Bank formed a passive investment company in June of
1998, Union National Delaware Holding, Inc., (UNDH). First Union is
administering general services for Union National Delaware Holding. Union
National Bank has in aggregate in its


<PAGE>
                                                                              5

portfolio $35,445,128 as of March 31, 2000. Union National Delaware Holding has
in aggregate in its portfolio $67,416,779 as of March 31, 2000. The passive
investment company will reduce cost, producing a benefit to Union National
Bank's net income.

         The table below presents the securities portfolios mix as of March 31,
2000 when compared to year-end 1999.

<TABLE>
<CAPTION>

                                                       Available-for-Sale                          Held-to-Maturity
                                              March 31,2000        December 31,1999        March 31,2000      December 31,1999
                                              -------------        ----------------        -------------      ----------------

<S>                                             <C>                  <C>                   <C>                  <C>
U.S. government securities & obligations
     of U.S. government agencies                $  22,683,552        $  22,813,987         $  12,494,025        $  12,493,956
Obligations of state & political
      Subdivisions                                    605,000              585,698            18,347,338           18,344,666
Mortgaged-backed securities                        43,282,986           44,468,124             1,548,465            1,780,465
Other securities                                    2,479,637            2,513,093                     -                    -
                                               --------------       -------------         --------------        -------------
   Total Investment Securities                 $  69,051,175        $  70,380,902         $  32,389,828         $  32,619,087
                                               ==============       ==============        ==============        =============
</TABLE>

LOAN PORTFOLIO

         Total loans outstanding on March 31, 2000 were $179,614,866 and on
December 31, 1999 were $179,720,903. The loan portfolio decreased $106,037 in
the first three months of the year. The loan portfolio represented 57.9% of
total assets on March 31, 2000 and 59.3% of total assets on December 31, 1999.
The table below presents the loan portfolio mix as of March 31, 2000 compared to
year ended 1999.

<TABLE>
<CAPTION>

                                                         March 31, 2000       December 31, 1999
                                                         --------------       ----------------

<S>                                                         <C>                    <C>
Construction and land development                           $5,123,271             $4,400,853
Residential real estate - mortgages                         51,281,166             50,735,954
Commercial real estate - mortgages                          63,808,577             64,920,155
Commercial                                                  34,653,496             33,422,226
Consumer                                                    25,016,152             26,513,490
                                                            ----------             ----------

   Gross Loans                                             179,882,662            179,992,678

Net deferred loan fees and cost                              (267,796)              (271,775)
                                                             ---------              ---------

   Total Loans                                             179,614,866            179,720,903
                                                           ===========            ===========
</TABLE>

         Union National Bancorp's loan portfolio is comprised of commercial and
residential real estate secured loans, commercial loans, and consumer
installment loans. Most residential mortgages are held for investment purposes
and the majority has a loan to value ratio of less than 80%. For those having a
loan to value ratio greater than 80%, Private Mortgage Insurance is required to
reduce risk. Union National Bancorp is involved in selling mortgages on the
secondary market. Commercial real estate-secured, lines of credit, tax-exempt
loans through local municipalities, and demand notes consist of well-seasoned
credits and new ventures that are well collaterlized. The consumer portfolio is
comprised of installment loans for purposes such as vehicle purchases, debt
consolidation, home improvement, and indirect auto loans purchased from
approximately six automobile dealerships and one farm supply equipment dealer.
Use of debt to income ratios and recent Credit Bureau scores assist to minimize
losses in the consumer portfolio. Union National Bancorp does not engage in
foreign lending, and involvement with speculative real estate and land
development is minimal. Union National Bancorp strives to meet the needs of the
community by lending in its market area. Management continues to review rates,
terms, and alternative opportunities to remain competitive in our market, while
continuing to assess credit worthiness and risk.

ALLOWANCE FOR CREDIT LOSSES

         The allowance for credit losses on March 31, 2000 was $1,808,646 and on
December 31, 1999 was $1,792,921. The ratio of allowance to total loans was
1.01% for the first three months of 2000 and 1.00% at year-end 1999.


<PAGE>

                                                                              6
                   Analysis of the Allowance for Credit Losses

<TABLE>
<CAPTION>

                                                                         Amount

<S>                                                                   <C>             <C>
Balance at beginning of period 1/1/00                                                   $1,792,921
     Loans charged off                                                   (49,543)
     Recoveries                                                            8,268
     Provision charged to operating expenses                              57,000
                                                                          ------
Balance at end of period 3/31/00                                                        $1,808,646
                                                                                        ==========

Net Charge-offs as a percentage of average total loans         First three months            0.02%
</TABLE>

     The methodology used in determining the allowance is calculated quarterly
and is applied in accordance with Banking Circular 201. Its assesses risk based
on the following categories: (1) levels of and trends in delinquencies and
nonaccruals, (2) trends in volume and terms of loans, (3) effects of any change
in lending policies and procedures, (4) experience, ability, and depth of
lending management and staff, (5) national and local economic trends and
conditions, and (6) concentrations of credit that may effect loss experience. In
addition, historical loss data is also considered. A "reserve range" is
determined from this process. A comparison is then made of the actual allowance
balance to the estimated potential loss in the entire portfolio to determine the
adequacy of the current reserve as well as a current period provision for credit
losses.

DEPOSITS

     Union National Bancorp uses deposits as the primary source for funding
asset growth. Union National Bancorp has experienced growth of deposits year
after year, especially in certificates of deposit. Union National Bancorp offers
individuals, businesses and non-profit organizations a variety of accounts.
These accounts, including checking, savings, money market, and certificates of
deposits, are obtained primarily from the communities that Union National
Bancorp serves.

     Total deposits were $229,595,147 on March 31, 2000 and $232,177,952 on
December 31, 1999. This represents a decrease of $2,582,805 or 1.11% in the
first 3 months of 2000. Certificates of deposits, which declined $4.2 million or
3.4%, represents 51.9% of the total deposit portfolio as of March 31, 2000.
However, checking accounts, money market, and regular savings experienced growth
of $3.9 million or 3.7%. The decline in deposits reflects changes in the
competitive environment and in interim management strategies in anticipation of
the proposed merger.

SHORT-TERM BORROWINGS

     Short-term borrowings consist of federal funds purchased, repurchase
agreements, and borrowings from the Federal Reserve Bank or the Federal Home
Loan Bank and correspondent bank lines.

     Securities sold under agreement to repurchase averaged $20,092,704 during
the first three months of 2000 compared to $19,051,891 at year-end 1999. At
March 31, 2000 they totaled $27,826,499, and at year-end 1998, they totaled
$18,269,157.

     Union National Bank has borrowed $25,000,000 from the Federal Home Loan
Bank. These funds were obtained to promote further growth in the loan and
security portfolios. Management believes the spread between the cost of funds on
these borrowing and investment return in the loan and securities portfolios will
increase Union National Bank's net interest margin.

LIQUIDITY

     Traditionally, Union National Bank has maintained a strong liquidity
position due to its concentration of core deposits such as regular savings and
checking accounts. Union National Bank considers a high percentage of its money
market accounts and certificates of deposit as core deposits. Federal funds sold
are Union National Bank's most liquid earning asset. Other sources include
securities classified as available for sale. In addition to these sources, Union
National Bank has lines of credit totaling $50 million available from
correspondent banks as of March 31, 2000, of which $25 million are already in
use.

     On March 31, 2000 securities available for sale and federal funds sold
totaled $71,362,398 compared with $71,180,775 on December 31, 1999. These funds
averaged $84,427,281 during the three months ended March 31, 2000 and
$81,990,016 for the year ended December 31, 1999. Managing the maturities of
loans, securities, and certificates of deposit also provides liquidity.


<PAGE>
                                                                              7

CAPITAL MANAGEMENT

     Union National Bancorp's capital position is presented in the following
table:

<TABLE>
<CAPTION>

                                                   March 30,        December 31     For Capital
                                                     2000              1999         ADEQUACY PURPOSES
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>              <C>
Tier 1 capital to risk-weighted assets               13.1%             13.0%            4.0%
Total capital to risk-weighted assets                14.0%             14.0%            8.0%
Capital leverage ratio                                9.0%              8.6%            4.0%
</TABLE>

NET INTEREST INCOME

         Net interest income is the major component of Union National Bank's
earnings, and it consists of the excess of interest income from earning assets
less the expense of interest-bearing liabilities. Earning assets are composed
primarily of loans and securities, while deposits and short-term borrowings
represent the major portion of interest-bearing liabilities. Changes in the
volume and mix of these assets and liabilities, as well as changes in the yields
earned and rates paid, are determinants of the changes in net interest income.
The net interest margin is calculated based on tax-equivalent net interest
income (income plus the tax savings from tax-exempt loans and investments)
divided by average earning assets and represents Union National Bank's net yield
on its earning assets.

     For the first three months, net interest income before provision for loan
losses were $2,864,286 in 2000 and $2,678,663 for the same period in 1999. This
represents an increase of $185,623 or 6.9% for 2000. Managing the net interest
margin is one of the primary focuses of the Asset / Liability Committee.
Monthly, the committee examines the "gap" and it's assumptions for their
validity, and assesses the margins movement relative to these factors. The net
interest spread represents the different between the yield on earning assets and
the cost of interest bearing liabilities, which declined to 3.74% in the first
three months of 2000 from 4.18% at December 31, 1999.

<TABLE>
<CAPTION>

AVERAGE CONSOLIDATED BALANCE SHEETS                March 31, 2000          December 31, 1999
                                                   --------------          -----------------
                                                    (Unaudited)
<S>                                                   <C>                        <C>
ASSETS
Cash and due from banks                                 $6,540,880                 $7,114,822
Investments                                            101,802,509                104,699,615
Federal funds sold                                       3,413,123                  5,925,000
Net loans                                              176,738,728                169,481,614
Other assets                                            14,046,515                 10,024,197
                                                 ------------------        ------------------
    TOTAL ASSETS                                      $302,541,755               $297,245,248
                                                 ==================        ==================

LIABILITIES
Deposits                                               228,887,299                228,594,467
Other borrowings                                        45,939,407                 42,623,837
Other liabilities                                        2,162,958                  1,941,495
                                                 ------------------        ------------------
    TOTAL LIABILITIES                                 $276,989,664               $273,159,799
                                                 ------------------        ------------------
Common stock                                                19,652                     19,133
Capital surplus                                         16,865,102                 15,359,566
Retained earnings                                       11,062,839                  9,702,629
Accumulated other comprehensive income                 (2,395,502)                  (995,879)
                                                 ------------------        ------------------
    TOTAL CAPITAL                                      $25,552,091                $24,085,449
                                                 ------------------        ------------------
    TOTAL LIABILITIES & CAPITAL                       $302,541,755               $297,245,248
                                                 ==================        ==================
</TABLE>

NONINTEREST INCOME

     Noninterest income for the first three months of 2000 was $730,407 up
$354,140 or 94.1% from $376,267 for the first three months of 1999. Noninterest
income is comprised of service charge income, service fees income and insurance
services income. The three months ended March 31, 2000 service charge income was
$286,049 up $17,759 or 6.6% over the same period in 1999. Service fee income for
the first three months of 2000 was up slightly $2,467 or 2.3% from $107,977 in
1999 to $110,444 in 2000. Insurance services commissions, generated by the
Barnes Bollinger insurance subsidiary acquired June 1, 1999, contributed
$333,914 in the first quarter of 2000.

NONINTEREST EXPENSE

     Noninterest expense for the first three months of 2000 was $2,398,292, an
increase of $328,668 or 15.8% from $2,069,624 from the same period in 1999. Of
this increase, $299,617 is expenses charged to the insurance subsidiary. Three
major areas make up noninterest expense. These are salaries and benefits,
occupancy and equipment, and other expense.


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                                                                              8

     Salaries and benefits represent the largest portion of these three areas at
58.1% of total noninterest expense. For the first three months of 2000 salaries
and benefits increased $242,339 or 21.0% to $1,393,826 from $1,151,487 in the
same period of 1999. This increase is primarily due to personnel expenses in the
insurance company.

     The second largest portion of noninterest expense is other expense which
represents 24.8% of this expense. For the first three months of 2000 other
operating expense increased $47,231 or 8.6% to $595,535 from $548,304 in the
same period of 1999. Again, insurance company expenses account for the majority
of this increase.

     The final portion of noninterest expense is occupancy and equipment, which
makes up 17.1% of total noninterest expense. The largest segment of this portion
is depreciation expense which is 54.2% of occupancy and equipment. Depreciation
expense increased $17,142 or 8.4% to $221,815 in the first three month of 2000
from $204,673 in the same period of 1999. In recent years, depreciation expenses
have risen with the implementation of technology. Management believes that this
additional cost will continue to be offset by an increase in asset growth and
quality customer service as well as staffing efficiencies.

PROPOSED MERGER

     On January 20, 2000, the Company entered into an agreement and plan of
affiliation and merger with Mercantile Bancshares Corporation. Under the
proposal, the Company's shareholders will receive 1.15 shares of the
Mercantile's $2.00 par common stock for each share of the common stock of the
Company. Consummation of the proposed sale is subject to regulatory approval and
approval of two-thirds of the Company's shareholders.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

         (2) Plan merger

               Letter of intent with Mercantile, Inc. is incorporated by
reference form Union National Bancorp's Form 8-K, filed with the Commission on
January 17, 2000 (Registration No. 0-22523)

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.

Union National Bancorp, Inc.  (Registrant)
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April 18, 2000             BY:/s/ VIRGINIA W. SMITH
                           -------------------------
                           Virginia W. Smith
                           President and Chief Executive Officer

April 18, 2000             BY:/s/ GABRIELLE M. PEREGOY
                           ----------------------------
                           Gabrielle M. Peregoy
                           Vice President
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