As filed with the Securities and Exchange Commission on August 25, 2003
                                                 Registration No. 333-107670


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                 PRE-EFFECTIVE
                                 AMENDMENT NO. 1
                                     TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------
                              FIRST MARINER BANCORP
             (Exact Name of Registrant as Specified in its Charter)

        Maryland                                            52-1834860
(State or other jurisdiction                    (I.R.S. Employer Identification
of incorporation or organization)                             Number)

                               3301 Boston Street
                            Baltimore, Maryland 21224
                                 (410) 342-2600
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             -----------------------
                               Eugene A. Friedman
                               3301 Boston Street
                               Baltimore, MD 21224
                                 (410) 342-2600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             -----------------------


                                    Copy to:
                          Abba David Poliakoff, Esquire
                          Michele L. Bresnick, Esquire
             Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
                             233 East Redwood Street
                         Baltimore, Maryland 21202-3332
                                 (410) 576-4067

     Approximate  date of commencement of proposed sale to public:  From time to
time after Registration Statement becomes effective.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]






The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective  on such date as the  Commissioner,  acting  pursuant to said  Section
8(a), may determine.








                   Subject to completion, dated August 25, 2003.



PROSPECTUS

                              FIRST MARINER BANCORP
                         888,602 Shares of Common Stock

     This prospectus  relates to the offer and sale by the selling  shareholders
identified in this prospectus, of a maximum of 888,602 shares of common stock of
First  Mariner  Bancorp  issuable  upon the  exercise  of  warrants  which  were
previously issued by us to the selling shareholders in private transactions.  As
of July 30, 2003,  the number of shares  covered by this  prospectus  represents
approximately 16.4% of the number of outstanding shares of our common stock, and
represents 14.1% of the shares of our common stock that will be outstanding upon
the exercise of all of the warrants to purchase the underlying shares covered by
this prospectus. We are not offering to sell any of our securities.  The selling
shareholders  may offer and sell some,  all or none of the common stock  covered
under this  prospectus.  We will not receive any of the proceeds  from the offer
and sale of the shares,  however, the shares offered by the selling shareholders
are issuable upon the exercise of  outstanding  warrants at an exercise price of
$9.09 per share.  If these  warrants  were  exercised  in full,  we will receive
aggregate  gross proceeds of $8,077,392.  We will issue these shares only to the
extent that the selling shareholders exercise their warrants.

     Shares of our common  stock are  currently  quoted and traded on the NASDAQ
National Market under the symbol "FMAR." On July 30, 2003 the last sale price of
the common stock as reported on the Nasdaq National Market was $14.89 per share.

     As used in this prospectus, the terms "we," "us," "our" and "First Mariner"
mean First Mariner Bancorp and its  subsidiaries  (unless the context  indicates
another meaning),  and the term "common stock" means our common stock, par value
$0.05 per share.

     Investing in our common stock involves  risks.  You should not purchase our
common  stock  unless you can afford to lose your entire  investment.  See "Risk
Factors"  beginning on page 4 for certain  information that should be considered
by prospective shareholders.

     Neither  the  Securities  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

     The information in this prospectus is not complete and may be changed.  The
selling  stockholders  may not sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these  securities and it is not soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted.

                               -------------------


                  The date of this Prospectus is ______________, 2003






     We have not authorized any dealer,  salesperson or other person to give any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by  reference  in this  prospectus  in  connection  with the offer
contained in this  prospectus and, if given or made, you should not rely on such
unauthorized  information  or  representations.   Neither  we  nor  the  selling
shareholders  are making an offer to sell or a solicitation  of any offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or  solicitation.  You should not assume that the information  provided in
this  prospectus  is accurate as of any date other than the date on the front of
this prospectus.

                               ------------------


                                TABLE OF CONTENTS
                                -----------------

                                                                   Page
                                                                   ----

SUMMARY...............................................................3
RISK FACTORS..........................................................4
DESCRIPTION OF WARRANTS..............................................11
SHARES ELIGIBLE FOR FUTURE SALE......................................11
USE OF PROCEEDS......................................................11
SELLING SHAREHOLDERS.................................................11
PLAN OF DISTRIBUTION.................................................15
LEGAL MATTERS........................................................16
EXPERTS..............................................................16
WHERE YOU CAN FIND MORE INFORMATION..................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................17


                                      -2-





                                     SUMMARY

     This  summary  only  highlights  the more  detailed  information  appearing
elsewhere in this prospectus or incorporated in this prospectus by reference. As
this is a summary, it may not contain all information that is important to you.

Our Company

     First Mariner Bancorp (the "Company") is a financial  holding company whose
business is conducted primarily through its wholly-owned operating subsidiaries,
First Mariner Bank (the "Bank") and Finance  Maryland LLC ("Finance  Maryland").
The Bank,  which was formed in 1995 through  mergers of several local  financial
institutions,  serves central Maryland, portions of Maryland's Eastern Shore and
portions of Virginia. The Bank is headquartered in Baltimore City.

     First  Mariner  Bank,  whose  deposits  are insured by the Federal  Deposit
Insurance  Corporation ("FDIC") is an independent  community bank engaged in the
general commercial banking business,  with particular  attention and emphasis on
the needs of individuals and small to mid-sized businesses.  The Bank delivers a
wide range of financial  products  and services  that are offered by many larger
competitors.  Products and services  include  traditional  deposit  products,  a
variety of consumer and commercial  loans,  residential and commercial  mortgage
and  construction  loans,  money  transfer  services,   non-deposit   investment
products, and Internet banking and similar services. Most importantly,  the Bank
provides  customers  with access to local Bank officers who are empowered to act
with  flexibility  to meet  customers'  needs in an effort to foster and develop
long-term loan and deposit relationships.


     Finance  Maryland,  formed in July 2002,  engages in  traditional  consumer
finance activities,  making small direct cash loans to individuals, the purchase
of installment  loan sales  contracts from local merchants and retail dealers of
consumer goods, and loans to individuals via direct mail solicitations.  Finance
Maryland  currently  operates eight  branches in the State of Maryland,  and had
loan receivables of $16.1 million as of June 30, 2003.

     Since the Company's formation in 1995, the business strategy has focused on
development of an operational and retail distribution infrastructure to create a
platform to support the generation of assets and deposits.  At its inception the
Bank had 20 employees, four full service branches and two ATM's in the Baltimore
region, with total assets of $35.2 million, loans of $20.4 million, and deposits
of $24.6  million.  Since that time,  assets  have grown at an average  compound
annual growth rate of 45%. At June 30, 2003, the Company had 601 employees,  22
full service branches, and approximately 207 ATMS (47 owned and 160 available to
customers  through third party  agreements) with total assets of $1.003 billion,
loans of $547.1  million  and  deposits of $769.2  million.  Net income was $3.9
million for the twelve month period ending December 31, 2002, and $2.483 million
for six months ended June 30, 2003.


     The  Company is not  dependent  on any single  customer  or small  group of
customers  and does not  experience  any  material  seasonal  variations  in its
business. The Company has no foreign operations.

     The  Company's  executive  offices  are  located  at  3301  Boston  Street,
Baltimore,  Maryland  21224  and its  telephone  number is (410)  342-2600.  The
Company maintains an internet site located at 1stmarinerbank.com.  The Company's
annual report on Form 10-K and quarterly  reports on Form 10-Q,  current reports
on Form 8-K and  amendments to these reports are available,  free of charge,  on
the Company's  internet site as soon as  reasonably  practicable  after they are
filed with the Securities and Exchange Commission.

                                      -3-




Securities to be Offered

     The Company is  registering  for resale the common  stock to be acquired by
the  selling  shareholders  upon  exercise  of the  warrants.  The  registration
statement of which this prospectus is a part registers  888,602 shares of common
stock that may be issued upon exercise of the warrants.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
"FMAR." The  transfer  agent for our common stock is American  Stock  Transfer &
Trust Company.

                                  RISK FACTORS

     Before  purchasing  any  of the  shares  of  common  stock  being  offered,
prospective  investors  should  carefully  consider  the  following  factors  in
addition to the other  information  contained in this prospectus or incorporated
by reference into it.

     Statements  in  this  document  filed  with  the  Securities  and  Exchange
Commission   ("SEC")  include  forward  looking  statements  under  the  federal
securities  laws.  We  caution  you to be aware  of the  speculative  nature  of
"forward-looking  statements".  Statements  that are not  historical  in nature,
including the words "anticipate,"  "estimate,"  "should,"  "expect,"  "believe,"
"intend,"  and similar  expressions,  are  intended to identify  forward-looking
statements.  While  these  statements  reflect  our good faith  belief  based on
current  expectations,  estimates and projections about (among other things) the
industry and the markets in which we operate,  they are not guarantees of future
performance,  involve known and unknown risks and uncertainties that could cause
actual  results  to  differ   materially  from  those  in  the  forward  looking
statements,  and should not be relied upon as predictions  of future events.  In
making  these  cautionary  statements,  we are not  committed to  addressing  or
updating each factor in future filings of communications  regarding our business
or results,  or addressing  how any of these factors may have caused  results to
differ  from  discussions  or  information  contained  in  previous  filings  or
communications.  The  following  is a  discussion  of factors  that could impact
future results.

COMPANY RISKS

Our Future Depends on the Successful Growth of the Bank and Finance Maryland

     Our primary business activity for the foreseeable  future will be to act as
a financial holding company.  Our future  profitability will therefore depend on
the success and growth of the Bank and Finance Maryland. Our growth will depend,
in large part on our  ability  to  leverage  our  existing  infrastructure.  The
inability of the Bank to expand its business  without  substantially  increasing
the number of  branches,  the  inability  of our  mortgage  division to grow its
residential mortgage business,  or the inability of Finance Maryland to grow its
consumer portfolio may prevent us from realizing our growth objectives.

A Significant Amount of Our Business is Concentrated in Real Estate Lending, and
Most of this Lending Involves Maryland Real Estate

     Approximately  29% of our loans are  commercial  and  consumer  real estate
development and construction  loans,  which are secured by the real estate being
developed  in each case.  In addition to the risk that the market  values of the
real estate securing these loans may  deteriorate,  these loans are also subject
to the  development  risks that the  projects  will not be completed in a timely
manner,  or according to original  specifications.  Real estate  development and
construction projects that are not completed in a timely manner, or according to
original  specifications,  are generally less  marketable than projects that are
fully  developed.  The loans  underlying such projects may be subject to greater
losses  in the event  that the real  estate  collateral  becomes  the  source of
repayment.

                                      -4-


     In addition to the financial strength and cash flow  characteristics of the
borrower  in each  case,  the Bank  often  secures  its loans  with real  estate
collateral.  At December  31, 2002,  approximately  85% of the Bank's loans have
real estate as a primary,  secondary or tertiary  component of  collateral.  The
real estate collateral in each case provides an alternate source of repayment in
the event of default by the borrower,  and may  deteriorate  in value during the
time the credit is  extended.  If we are required to  liquidate  the  collateral
securing a loan  during a period of reduced  real  estate  values to satisfy the
debt, our earnings and capital could be adversely affected.

     Additionally,  because most of our loans are  concentrated  in Maryland,  a
decline in local economic  conditions  could adversely affect the values of real
estate in Maryland.  Consequently,  a decline in local  economic  conditions may
have a greater  effect on our  earnings  and capital  than on the  earnings  and
capital of larger financial  institutions  whose real estate loan portfolios are
geographically diverse.

Mortgage Banking  Activities  Generate a Significant  Portion of Our Noninterest
Income


     A significant portion of our business involves making residential  mortgage
loans  through  our  mortgage  division,  which  accounted  for  over 36% of our
noninterest  income for the year ended  December 31,  2002,  and 35% for the six
months ended June 30, 2003.  Real estate loan  origination  activity,  including
refinancings,  generally is greater during periods of low or declining  interest
rates,  and favorable  economic  conditions and has been  favorably  affected by
relatively  lower market  interest rates during the past two years.  There is no
assurance that such favorable  conditions  will continue;  any adverse change in
market conditions could have an adverse impact on our earnings.  Moreover,  most
of  our  residential  mortgage  loans  are  secured  by  Maryland  real  estate,
therefore,  a decline in local economic  conditions  could also adversely impact
our earnings.


We May Experience Loan Losses in Excess of the Allowance

     The risk of credit losses on loans varies with, among other things, general
economic  conditions,  the type of loan being made, the  creditworthiness of the
borrower  over the term of the loan and, in the case of a  collateralized  loan,
the value and marketability of the collateral for the loan. Management maintains
an  allowance  for loan  losses  based  upon,  among  other  things,  historical
experience,  an  evaluation  of  economic  conditions  and  regular  reviews  of
delinquencies and loan portfolio  quality.  Based upon such factors,  management
makes various assumptions and judgments about the ultimate collectability of the
loan portfolio and provides an allowance for loan losses based upon a percentage
of  the  outstanding  balances  and  for  specific  loans  when  their  ultimate
collectability  is considered  questionable.  If  management's  assumptions  and
judgments  prove to be incorrect and the allowance for loan losses is inadequate
to absorb  future  losses,  or if  regulatory  authorities  require  the Bank or
Finance  Maryland to increase the  allowance  for loan losses as a part of their
examination  process,  our  earnings  and  capital  could be  significantly  and
adversely affected.


     As of June 30, 2003, the allowance for loan losses was  approximately  $8.2
million, which represented 1.5% of outstanding loans, net of unearned income. At
such date, we had non-accruing loans totaling $2.6 million.  Management actively
administers  its  non-accruing  loans in an effort to  minimize  credit  losses.
Although  management  believes  that its  allowance for loan losses is adequate,
there can be no assurance  that the  allowance  will prove  sufficient  to cover
future loan  losses.  Further,  although  management  uses the best  information
available to make  determinations with respect to the allowance for loan losses,
future adjustments may be necessary if economic conditions differ  substantially
from  the  assumptions  used or  adverse  developments  arise  with  respect  to
non-performing or performing loans. Material additions to the allowance for loan
losses would  result in a decrease in net income and  capital,  and could have a
material adverse effect on us.


                                      -5-




Some of Our Assets are Classified as Non-Performing Assets that May Lose Further
Value

     The Bank and Finance  Maryland have  non-performing  assets,  which include
non-accruing  loans and  property,  (including  real  estate),  on which we have
foreclosed because of the borrower's default.  Although we have written down the
values of these  non-performing  assets to their  estimated  fair market values,
there is a possibility  that earnings could be further reduced in the event that
the eventual values of these non-performing assets are, or become less than, the
values that we have assigned.

Interest  Rates and  Other  Economic  Conditions  Will  Impact  Our  Results  of
Operation

     Results of  operations  for  financial  institutions,  including us, may be
materially and adversely affected by changes in prevailing economic  conditions,
including  declines in real estate  values,  rapid changes in interest rates and
the monetary and fiscal policies of the federal  government.  Our  profitability
is, in part,  a function of the spread  between  the  interest  rates  earned on
assets  and the  interest  rates  paid on  deposits  and other  interest-bearing
liabilities,  (i.e., net interest income),  including  advances from the Federal
Home  Loan  Bank of  Atlanta  (the  "FHLB").  Interest  rate  risk  arises  from
mismatches,  (i.e.,  the interest  sensitivity gap) between the dollar amount of
repricing or maturing  assets and  liabilities,  and is measured in terms of the
ratio  of the  interest  rate  sensitivity  gap to  total  assets.  More  assets
repricing or maturing  than  liabilities  over a given time period is considered
asset-sensitive  and is reflected as a positive gap; more liabilities  repricing
or   maturing   than   assets   over  a  given   time   period   is   considered
liability-sensitive  and  is  reflected  as  negative  gap.  An  asset-sensitive
position,  (i.e.,  a positive gap) will generally  enhance  earnings in a rising
interest  rate  environment  and will  negatively  impact  earnings in a falling
interest  rate  environment,  while  a  liability-sensitive  position  (i.e.,  a
negative  gap),  will  generally  enhance  earnings in a falling  interest  rate
environment   and  negatively   impact   earnings  in  a  rising  interest  rate
environment. Fluctuations in interest rates are not predictable or controllable.
We have attempted to structure our asset and liability management  strategies to
mitigate the impact on net interest income of changes in market interest rates.

The Market Value of Our Investments Could Decline


     Our entire investment securities portfolio as of December 31, 2002 has been
designated as  available-for-sale  pursuant to Statement of Financial Accounting
Standards No. 115, ("SFAS 115"),  relating to accounting for  investments.  SFAS
115 requires  that  unrealized  gains and losses in the  estimated  value of the
available-for-sale  portfolio be "marked to market" and  reflected as a separate
item in stockholders'  equity,  (net of tax), as accumulated other comprehensive
income.  At June 30, 2003,  we maintained  $125.4  million or 12.5% of our total
assets in securities available-for-sale.

     Furthermore,  sales of such  securities  in the past  have  been one of the
sources of our net income.  In fiscal year 2002,  income from such sales totaled
$497,000,  and $189,000 for the six months ended June 30, 2003.  There can be no
assurance  that future  market  performance  of our  investment  portfolio  will
continue to enable us to realize income from sales of securities.  Stockholders'
equity will continue to reflect the unrealized  gains and losses,  (net of tax),
of these  investments.  There can be no  assurance  that the market value of our
investment  portfolio  will not  decline,  causing a  corresponding  decline  in
stockholders' equity.

     Management  believes  that several  factors will affect the market value of
our  investment  portfolio.  These  include,  but are not limited to, changes in
interest  rates or  expectations  of changes,  the degree of  volatility  in the
securities markets,  inflation rates or expectations of inflation, and the slope
of the  interest  rate yield  curve (the yield curve  refers to the  differences
between  shorter-term and longer-term  interest rates; a positively sloped yield
curve means shorter-term rates are lower than longer-term rates).  Additionally,
we own trust preferred  securities  issued by other financial  institutions that
have an  amortized  cost of $26.5  million and that were carried at an estimated
fair value of $27  million at June 30, 2003.  Our return on these  securities


                                      -6-



could be limited by a number of  factors,  including,  but not  limited  to, the
institutions' default on, or deferral of, their obligations to make the required
distributions  under these securities.  Further,  the values of these securities
may be adversely  affected by the  deterioration of the financial  conditions of
these financial  institutions.  Also, the passage of time will affect the market
values of our  investment  securities,  in that the closer they are to maturing,
the closer the market price should be to par value.  These and other factors may
impact specific categories of the portfolio  differently,  and we cannot predict
the effect these factors may have on any specific category.

Our Ability to Pay Cash Dividends is Limited

     Holders of shares of our common stock are  entitled to dividends  if, when,
and as declared by our board of directors  out of funds  legally  available  for
that purpose. Although the board of directors has declared cash dividends in the
past, it has discontinued  such payments to conserve cash and capital  resources
and does not  intend to  declare  cash  dividends  until  current  earnings  are
sufficient to generate adequate internal capital to support growth.  Our current
ability to pay dividends is largely dependent upon the receipt of dividends from
the Bank. Federal and state laws impose  restrictions on the ability of the Bank
to pay dividends.  Additional restrictions are placed upon us by the policies of
federal  regulators,  including  the November  14, 1985 policy  statement of the
Board of Governors of the Federal  Reserve System  ("FRB"),  which provides that
bank  holding  companies  should pay  dividends  only out of the past year's net
income,  and then only if their  prospective rate of earnings  retention appears
consistent  with their  capital  needs,  asset  quality,  and overall  financial
condition.


     Our  ability to pay  dividends  is further  subject to our  ability to make
payments of interest under our 8.3% junior subordinated debentures due 2028 held
by our statutory  trust  subsidiary,  Mariner  Capital Trust ("MCT"),  under our
floating  rate junior  subordinated  debentures  due 2032 held by our  statutory
trust  subsidiary,  Mariner  Capital  Trust  II ("MCT  II"),  under  our  junior
subordinated  debentures due 2033,  which bear interest at a fixed rate of 5.66%
through July 7, 2008 and then convert to a floating rate,  held by our statutory
trust subsidiary,  Mariner Capital Trust III ("MCT III"), and under our floating
rate  junior  subordinated  debentures  due  2033  held by our  statutory  trust
subsidiary  Mariner Capital Trust IV ("MCT IV"). These payments are necessary to
fund the distributions that MCT, and MCT II, MCT III and MCT IV each must pay to
holders of its trust  preferred  securities  (collectively,  the "Mariner  Trust
Preferred Securities").  If we are unable to make such payments, if we determine
to defer  such  payments,  or if we  default  under  our  other  obligations  in
connection with the Mariner Trust Preferred Securities, we will not be permitted
to pay dividends to holders of our common stock until such time as we recommence
making  payments or are not otherwise in default.  We intend to redeem the trust
preferred securities issued by MCT on or about October 1, 2003.


     In general,  future  dividend  policy is subject to the  discretion  of the
board of  directors  and will  depend upon a number of  factors,  including  the
future earnings, capital requirements, regulatory constraints, and our financial
condition as well as that of the Bank and Finance Maryland.

We May be Unable to Keep Pace with Developments in Technology

     We use various technologies in our business,  including  telecommunication,
data processing, computers, automation, internet-based banking, and debit cards.
Technology changes rapidly. Our ability to compete successfully with other banks
and non-banks may depend on whether we can exploit technological changes. We may
not be able to exploit technological  changes, and any investment we do make may
not make us more profitable.

Contracts  With Our  Executive  Officers May  Discourage a Takeover or Adversely
Affect Our Takeover Value

     We  have  entered  into a  change  in  control  agreements  with  11 of our
officers.  These agreements provide for a payment to each officer of a multiple,
(ranging from 1 to 2.99),  of his or her salary and bonus upon the occurrence of
either  a  change  in  control  that  results  in the  loss of  employment  or a
significant  change in his or her  employment.  Thus, we may be required to make

                                      -7-



significant  payments in the event that the rights  under these  agreements  are
triggered by a change in control. As a result,  these contracts may discourage a
takeover,  or adversely affect the consideration  payable to stockholders in the
event of a takeover.

Our Articles of Incorporation and Bylaws May Discourage a Corporate Takeover

     Our  Amended and  Restated  Articles of  Incorporation,  ("Articles"),  and
Amended and Restated Bylaws, ("Bylaws"),  contain certain provisions designed to
enhance the ability of the board of directors  to deal with  attempts to acquire
control of the Company.  These provisions  provide for the classification of our
board of  directors  into  three  classes;  directors  of each  class  serve for
staggered three year periods. The Articles also provide for supermajority voting
provisions  for the approval of certain  business  combinations.  Although these
provisions do not preclude a takeover,  they may have the effect of discouraging
a future takeover attempt which would not be approved by our board of directors,
but pursuant to which stockholders might receive a substantial premium for their
shares over  then-current  market prices.  As a result,  stockholders  who might
desire to participate in such a transaction might not have the opportunity to do
so. Such  provisions  will also render the removal of our board of directors and
of management  more difficult and,  therefore,  may serve to perpetuate  current
management.  Further,  such provisions  could  potentially  adversely affect the
market price of the common stock.

INDUSTRY RISKS

We Operate in a Competitive Market

     We operate in a competitive environment,  competing for deposits, loans and
customers with commercial banks, thrifts, finance companies, and other financial
entities.  Competition for deposits comes primarily from other commercial banks,
savings  associations,  credit  unions,  money market and mutual funds and other
investment  alternatives.  Competition  for loans  comes  primarily  from  other
commercial banks, savings associations, mortgage banking firms, consumer finance
companies,  credit  unions  and  other  financial  intermediaries.  Many  of the
financial  intermediaries  operating in our market area offer certain  services,
such as trust,  investment and international  banking services,  which we do not
offer.  In  addition,  companies  with a  larger  capitalization  and  financial
intermediaries  not subject to  regulatory  restrictions,  have  larger  lending
limits,  and are thereby able to serve the needs of larger  customers.  Finally,
our continued growth and  profitability  will depend upon our ability to attract
and retain skilled managerial,  marketing and technical  personnel.  Competition
for qualified personnel in the banking industry is intense,  and there can be no
assurance that we will be successful in attracting and retaining such personnel.

Our  Industry  is  Heavily  Regulated;   Significant  Regulatory  Changes  Could
Adversely Affect Our Operations

     Our  operations  and those of the Bank are and will be  affected by current
and future  legislation  and by the  policies  established  from time to time by
various  federal  and  state  regulatory  authorities.  The Bank is  subject  to
supervision and periodic  examination by the FDIC and the Maryland  Commissioner
of  Financial  Regulation.  We are subject to  supervision  by the FRB.  Banking
regulations,  designed  primarily  for the  safety  of  depositors,  may limit a
financial  institution's growth, and the return to its investors, by restricting
such  activities as the payment of dividends,  mergers with or  acquisitions  by
other institutions,  investments,  loans and interest rates, interest rates paid
on deposits,  expansion of branch  offices,  and the offering of  securities  or
trust  services.   The  Bank  is  also  subject  to  capitalization   guidelines
established  by federal law and could be subject to  enforcement  actions to the
extent that the Bank is found by regulatory examiners to be undercapitalized. It
is not  possible  to predict  what  changes,  if any,  will be made to  existing
federal and state  legislation  and  regulations or the effect that such changes
may have on our future business and

                                      -8-



earnings  prospects,  as well as those of the Bank.  We also cannot  predict the
nature or the extent of the effect on our business and earnings of future fiscal
or monetary policies,  economic  controls,  or new federal or state legislation.
Further,  the cost of  compliance  with  regulatory  requirements  may adversely
affect our ability to operate profitably.

We May be Adversely Affected by Recent Legislation

     The  federal  Gramm-Leach-Bliley  Act,  ("GLBA"),  was  signed  into law on
November 12,  1999.  Among other  things,  GLBA  repeals  restrictions  on banks
affiliating with securities  firms. It also permits bank holding  companies that
become financial holding companies to engage in additional financial activities,
including insurance and securities underwriting and agency activities,  merchant
banking,  and  insurance  company  portfolio  investment   activities  that  are
currently  not  permitted  for bank holding  companies.  In 2002,  First Mariner
elected  to become a  financial  holding  company.  GLBA may have the  result of
increasing the competition we face from larger banks and other companies.  It is
not possible to predict the full effect that GLBA will have on us.

     In  addition,  recent  changes in other  federal  banking  laws  facilitate
interstate branching and merger activity among banks. Such changes may result in
an even  greater  degree of  competition  in the banking  industry and we may be
brought  into  competition  with  institutions  with  which we do not  presently
compete.  From time to time other  changes are  proposed to laws  affecting  the
banking industry, and these changes could have a material effect on our business
and prospects.  Our future  profitability may be adversely affected by increased
competition  resulting from this legislation.

RISK FACTORS RELATED TO OUR COMMON STOCK

Our Management Controls a Significant Percentage of Our Stock

     At July 30, 2003, our directors and executive  officers  beneficially owned
1,060,924  shares of our common stock,  or 19.61% of our  outstanding  shares of
common stock.  In addition,  these persons held options and warrants to purchase
an  aggregate of 851,751  shares of our common stock at July 30, 2003.  Edwin F.
Hale,  Sr.,  who  is  our  Chairman,   Chief  Executive  Officer,   and  largest
stockholder,  beneficially owns 613,426 shares of common stock, or 11.34% of our
outstanding  shares of common  stock as of July 30,  2003.  Mr.  Hale also holds
options and warrants to purchase 657,500 shares of our common stock.  Because of
the large  percentage of stock held by our  directors  and  executive  officers,
these persons could  influence the outcome of any matter  submitted to a vote of
our stockholders.

Future  Sales Of Our Common  Stock By  Existing  Shareholders  Could  Negatively
Affect the Market Price of Our Common Stock and Make it More Difficult for Us To
Sell Shares Of Our Common Stock in the Future.

     Sales of our common stock in the public market, or the perception that such
sales could occur,  could result in a drop in the market price of our securities
and make it more  difficult  for us to complete  future  equity  financings.  In
addition  to the  shares  available  to be  re-sold  in this  offering,  we have
outstanding the following shares of common stock:

     o    We have approximately 4,348,000 shares of common stock that are either
          freely tradeable in the public markets or are eligible for sale in the
          public markets

     o    There are an aggregate  of 888,602  shares of common stock that may be
          issued on the exercise of outstanding warrants.

                                      -9-


     o    We have in effect  registration  statements  under the  Securities Act
          registering  approximately  871,500  shares of common  stock  reserved
          under our stock option and employee stock purchase plans.

     We cannot  estimate  the number of shares of common stock that may actually
be resold in the public  market since this will depend upon the market price for
the common stock, the individual circumstances of the sellers and other factors.
We also have a number of shareholders,  including the selling shareholders named
in this  prospectus,  that own  significant  blocks of our  common  stock.  Such
concentration  of ownership  could affect the  liquidity of our common stock and
have an adverse effect on the price of our common stock.  If these  shareholders
sell large portions of their holdings in a relatively  short time, for liquidity
or other reasons, the market price of our common stock could drop significantly.

Our Stock is Not Heavily Traded

     The  average  daily  trading  volume of our shares on The  Nasdaq  National
Market for the 12 months ended July 30, 2003 was 7,932 shares.  Thus, our common
stock is not heavily  traded and can be more  volatile  than stock trading in an
active public market. Factors such as our financial results, the introduction of
new  products  and  services  by us or  our  competitors,  and  various  factors
affecting the banking  industry  generally may have a significant  impact on the
market  price of our  common  stock.  We cannot  predict  the extent to which an
active  public  market for our common stock will  develop or be sustained  after
this offering. In recent years, the stock market has experienced a high level of
price and volume  volatility,  and market prices for the stock of many companies
have experienced wide price  fluctuations that have not necessarily been related
to their operating performance.  Therefore,  our stockholders may not be able to
large blocks of shares at the volumes, prices, or times that they desire.

Our Stock is Not Insured

     Investments  in the shares of our common stock are not deposits and are not
insured against loss by the government.



                                      -10-





                             DESCRIPTION OF WARRANTS


     At July 30, 2003 there were outstanding warrants to purchase 888,602 shares
of our  common  stock at an  exercise  price of $9.09,  which  shares  are being
registered  pursuant to this  offering.  The warrants were issued to the selling
shareholders in connection with the selling shareholders'  purchase of shares of
our  common  stock  in  private  placement  transactions.  The  warrants  may be
exercised  in whole or in part.  Warrants to purchase  168,111  shares of common
stock will expire on September  30, 2004;  warrants to purchase  429,006  shares
will expire on May 22, 2005; and warrants to purchase 291,485 shares will expire
on August 1, 2005. Holders of the warrants have no rights to have the underlying
shares  registered  under the  Securities  Act of 1933, as amended  ("Securities
Act").  The number of shares  that may be  purchased  upon the  exercise  of the
warrants will be adjusted in the event of a  reclassification,  recapitalization
or other adjustment to the outstanding common stock.

     Upon exercise of all of the outstanding warrants, we will receive aggregate
gross  proceeds of  $8,077,392.

                        SHARES ELIGIBLE FOR FUTURE SALE

     The sale, or  availability  for sale, of a substantial  number of shares of
common  stock in the public  market as a result of or  following  this  offering
could adversely affect the prevailing market price of our common stock and could
impair  our  ability  to raise  additional  capital  through  the sale of equity
securities.  At July 30, 2003,  a total of 5,408,924  shares of our common stock
were issued and outstanding,  of which 4,348,000 are held as  freely-tradable by
persons who are not  affiliates of the Company.  As of the same date, a total of
1,060,924  shares of common  stock were issued and  outstanding  and held by our
directors and executive officers, all of whom are affiliates of the Company. The
shares issued in this offering  will be  freely-tradable  by persons who are not
affiliates of the Company.

     At July 30, 2003,  there were 702,628 shares of our common stock subject to
options,  most of  which  are  held by  affiliates  and are  subject  to  volume
limitations on resale.  Finally,  at July 30, 2003, there were 110,000 shares of
our common stock  reserved for issuance  pursuant to our employee stock purchase
plan,  all of which have been  registered  under the  Securities  Act.

                                USE OF PROCEEDS

     We will not receive any of the proceeds  from the resale of the shares upon
exercise of the  warrants.  All  proceeds  from the sale of these shares will be
solely  for the  accounts  of the  selling  shareholders.  If the  warrants  are
exercised either by the selling  shareholders or any subsequent purchaser of the
warrants, we will receive the net proceeds of approximately $8,077,392 from such
exercises.  Those net proceeds will be used for working  capital  and/or general
corporate purposes.

                              SELLING SHAREHOLDERS

     Each  selling  shareholder  has  represented  to us  that it  received  the
warrants to purchase  shares for its own account,  for  investment  only and not
with a view toward publicly selling or distributing them, except in sales either
registered under the Securities Act or exempt from registration.  In recognition
of the fact that the selling  shareholders  may wish  nevertheless to be legally
permitted to sell its shares when it deems appropriate,  we have agreed with the
selling shareholders to file a registration statement to register the shares for
resale and to prepare and file all amendments and supplements  necessary to keep

                                      -11-



the  registration  statement  effective  until the earlier of four years and the
date on which the selling  shareholders  have sold all the shares covered by the
registration statement.

     At July 30,  2003,  a total of  5,408,924  shares of our common  stock were
issued and outstanding.  The following table provides information as of July 30,
2003,  with  respect  to the  common  stock  beneficially  owned by the  selling
shareholders.  The information presented is based on data furnished to us by the
selling shareholders and assumes an exercise price of $9.09 per share.

     The  888,602  shares of common  stock  offered  by this  prospectus  may be
offered from time to time to the selling  shareholders  named  below.  Except as
noted in the footnotes,  no selling  stockholder  has had, within the past three
years,  any position,  office,  or material  relationship  with us or any of our
predecessors or affiliates:






                                        Shares of Common      Maximum Number of
                                           Stock Owned          Shares Offered      Shares Beneficially
                                       Beneficially Before        Under This            Owned After
         Name of Selling                  Offering and          Registration            Offering and
           Shareholder                 Percent Owned (1)(3)      Statement          Percent Owned (2)(3)
           -----------                 --------------------       ---------        ---------------------

                                                                            
Edwin F. Hale, Sr. (4)(5)                     1,270,931             408,839                  862,092  (13%)
Barry B. Bondroff (4)                            52,976 (21%)         3,667                   49,309
Rose (4) and Richard Cernak                      42,198               3,666                   38,532
Bruce H. Hoffman (4)                             72,493 (1%)          3,666                   68,827  (1%)
George H. Mantakos (4)(6)                        92,894 (2%)          5,500                   87,394  (1%)
James P. O'Conor (4)                             40,447              11,000                   29,447
Hanan Y. Sibel (4)                               43,143               3,666                   39,477
Leonard Stoler (4)                               54,090               5,500                   48,590
Melvin and Ruth Kabik (7)                        18,004               3,667                   14,337
Margaret Allen                                    2,750               2,750                        0
Anthony Y. Agnone and Jaynee S. Agone            10,666               3,666                    7,000
APX ARC Inc.                                      5,500               5,500                        0
Atlantic Bonding                                  3,666               3,666                        0
Karen A. and Lawrence Baker                         110                 110                        0
BAT, Inc.                                         2,750               2,750                        0
Robert Berman                                     5,666               3,666                    2,000
Frank Bonaventure, Jr.                            3,300               3,025                      275
Bond Family Partners LTD                          3,666               3,666                        0
Robert P. Bosworth                                2,100               1,100                    1,000
Herbert and Lenora D. Brown                       2,750               2,750                        0
Frederick Brown                                   3,666               3,666                        0
Carski & Sons Partnership                        14,666               3,666                   11,000
Dr. Stephen Carton                                7,334               1,834                    5,500
Jay J. Clifford                                   2,750               2,750                        0
Adam Cockey                                         825                 825                        0
Eugene Collopy                                    4,950               3,850                    1,100
Joseph and Annette Cooper                        14,666               3,666                   11,000
Richard Cover                                    11,550               6,050                    5,500
George Cumpata                                    2,333               1,833                      500
D'Anna Family Enterprise LLC                      3,666               3,666                        0
Nicholas P. Deluca                                1,600               1,100                      500
Brian Doyle                                         550                 550                        0
Dennis M. Doyle                                  10,010               8,800                    1,210
Judith Doyle                                      7,150               7,150                        0
Deborah and John Eckenrode, Jr.                   1,650               1,650                        0
Conrad H. Everhard                                1,834               1,834                        0
F&G LTD Partnership                               7,334               7,334                        0




                                      -12-







                                        Shares of Common      Maximum Number of
                                           Stock Owned          Shares Offered      Shares Beneficially
                                       Beneficially Before        Under This            Owned After
         Name of Selling                  Offering and          Registration            Offering and
           Shareholder                 Percent Owned (1)(3)      Statement          Percent Owned (2)(3)
           -----------                 --------------------       ---------        ---------------------


                                                                                

Earl L. Freedman                                  7,360               3,666                    3,694
Israel and Gertrude Freedman                     29,333               7,333                   22,000
Alvin and Norma Friedman                          3,666               3,666                        0
Stephen S. George                                10,816               3,666                    7,150
Stewart Greenebaum                                3,666               3,666                        0
Rene Gunning, Jr.                                 1,375               1,375                        0
Kim Hammond                                       3,666               3,666                        0
Morris Helman                                    11,000              11,000                        0
Robert Hennessey                                  1,650               1,650                        0
Elayne Hettleman                                  9,120               7,150                    1,970
Harold Hettleman                                  2,200               2,200                        0
William and Loretta Hirshfield                    5,500               5,500                        0
Nancy Hubble                                        550                 550                        0
David B. Irwin                                    4,334               1,834                    2,500
Charles T. Isenhour                               2,200               1,100                    1,100
Joseph Jankowki, III                              1,100               1,100                        0
JMI Investment 1992 L.P.                         82,950              43,450                   39,500
JMI Services, Inc.                                  550                 550                        0
Callie Johnson                                    2,750               2,750                        0
Sigmund and Barbara Kassup                       36,666               9,166                   27,500
Leroy Kirby and Wendy Griswold                    5,500               5,500                        0
Richard Larkin, Jr.                               5,555               5,500                       55
Robert W. Lazzaro                                 1,100               1,100                        0
Lenfred LLC                                      14,666               3,666                   11,000
Gilbert and Mary Jane Lewis                         550                 550                        0
Richard and Anita Lichtenberg                     5,500               2,750                    2,750
John Luetkemeyer, Jr.                            13,666               3,666                   10,000
Mackler & Mackler Assoc.                         27,500              27,500                        0
Todd Makler                                       5,500               5,500                        0
Matro Properties (8)                             14,666               3,666                   11,000
Sarandos A. and Eva Macris                          550                 550                        0
Dennis C. and Carolyn McCoy                       3,667               3,667                        0
Thomas McDonough                                  3,666               3,666                        0
Walter McManus                                   18,333              18,333                        0
Mitcherling, Mitcherling &
   Johnson PA Profit Sharing                      9,533               9,533                        0
Dennis H. & H. Claire Oates                       6,050               6,050                        0
JE Oates & Sons Insurance Inc.                   12,296              12,296                        0
Barbara G. Orman                                  1,650               1,650                        0
Gary and Donna Padussis                             220                 220                        0
Emslie H. Parks                                   4,950               4,950                        0
Stevenson J. Pack                                 1,100               1,100                        0
Brice R. Phillips                                   916                 916                        0
Shirley F. Phillips                                 917                 917                        0
Lawrence and Debra Plant                          5,500               2,750                    2,750
Randa Investment Co., Inc.                       13,750              13,750                        0
Jacob Rappaport                                   1,375               1,375                        0
Jesse Rappaport                                   1,375               1,375                        0
David Rappaport                                   2,750               2,750                        0
Ellen G. Reather                                 11,000               5,500                    5,500



                                      -13-







                                        Shares of Common      Maximum Number of
                                           Stock Owned          Shares Offered      Shares Beneficially
                                       Beneficially Before        Under This            Owned After
         Name of Selling                  Offering and          Registration            Offering and
           Shareholder                 Percent Owned (1)(3)      Statement          Percent Owned (2)(3)
           -----------                 --------------------       ---------        ---------------------


                                                                            

Richard A. Reid                                   2,750               2,750                        0
Wayne E. Reis                                     5,555               5,500                       55
Dr. Ivan A. Rosengarden                           3,666               3,666                        0
Zelda Rosenthal                                   4,400               4,400                        0
Leonard and Lainy Sachs                           3,666               3,666                        0
Louis Schafer                                    16,720              16,720                        0
Michael Schafer                                   1,430               1,430                        0
Neil Schechter and Marjorie Corwin                2,750               2,750                        0
John A. Serio                                    10,761               4,767                    5,994
Ronald Sharrow                                    3,666               3,666                        0
Alan Sklar                                        2,933               1,833                    1,100
Charles Solomon & Successors                     14,666               3,666                   11,000
Clifford W. Spelke                                5,500               5,500                        0
David Strohminger                                11,000               5,500                    5,500
George Strohminger                                5,500               2,750                    2,750
George Sybert                                     3,850               3,850                        0
Robin Weinberg                                    3,000               2,750                      250
Carl AJ Wright                                    5,500               5,500                        0
Ruth E. Yingling                                    330                 110                      220
                                           ------------           ---------                ---------

TOTAL                                         2,348,530             888,602                1,459,928
                                           ============             =======                =========
-----------



(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power  with  respect  to  securities.  The rules also  provide  that  beneficial
ownership  includes  shares of common  stock  underlying  options,  warrants and
convertible  securities  that can be exercised or converted  within 60 days.


(2)  Assumes  that all of the selling  shareholders  will sell all of the shares
registered for sale hereby. Because the selling shareholders may offer all, some
or none of the  shares  pursuant  to this  prospectus,  and  because  there  are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares,  no estimate  can be given as to the number of shares that
will be held by the selling  shareholders after completion of the sale of shares
hereunder.


(3) Unless otherwise indicated,  the number of shares owned represents less than
one percent of the Company's shares of common stock beneficially owned.


(4) A director of the Company.

(5) Mr. Hale is the Chairman of the Board and the Chief Executive Officer of the
Company and of First Mariner Bank.

(6)  Mr.  Mantakos  is the  Executive  Vice  President  of the  Company  and the
President of First Mariner Bank.

(7)   Mr.  Kabik is a former  director  of the  Company  who  reached  mandatory
retirement age in 2001 and was appointed as a director emeritus.

(8)  Warrants  are  held by  Matro  Properties,  an  entity  owned  by Jay  J.J.
Matricciani, a director of the Company.


                                      -14-



     The selling  shareholders  will  receive all of the  proceeds of the shares
offered  hereby.  We will not receive any of the proceeds  from the sale of such
shares.   However,  if  all  of  the  warrants  are  exercised  by  the  selling
shareholders,  we  estimate  that  we  would  receive  gross  cash  proceeds  of
approximately  $8,077,392  in the  aggregate.  We will bear the expenses of this
offering.

                              PLAN OF DISTRIBUTION

     This prospectus  relates to the offer and sale by the selling  shareholders
of up to  888,602  shares of common  stock par value  $.05 per  share,  assuming
exercise of the warrants.

     The shares covered by this  prospectus may be offered and sold from time to
time  by  the  selling   shareholders.   The  selling   shareholders   will  act
independently of us in making  decisions with respect to the timing,  manner and
size of each sale.  The selling  shareholders  may sell the shares being offered
hereby (i) on the Nasdaq  National  Market,  or  otherwise,  at prices and under
terms then prevailing, or at prices related to the then current market price, or
(ii) at negotiated prices directly or through a broker or brokers.  Registration
of the shares does not  necessarily  mean that any of the shares will be offered
by any selling shareholder.

     Shares may be sold by one or more of the following means of distribution:

     o    block  trades in which the  broker-dealer  so engaged  will attempt to
          sell such shares as agent,  but may  position  and resell a portion of
          the block as principal to facilitate the transaction;
     o    purchases  by  a  broker-dealer   as  principal  and  resale  by  such
          broker-dealer for its own account pursuant to this prospectus;
     o    over-the-counter  distributions  in  accordance  with the rules of the
          NASD;
     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers; and
     o    privately negotiated transactions.

     We will not  receive  any of the  proceeds  from the sale of  shares by the
selling shareholders. We will bear all expenses of the offering, except that the
selling shareholders will pay all underwriting  commissions,  brokerage fees and
transfer taxes as well as fees of its counsel.

     In connection with  distributions of the shares,  the selling  shareholders
may enter into  hedging  transactions  with  broker-dealers  or other  financial
institutions  who may engage in short sales of our common stock in the course of
hedging the  positions  they assume  with the selling  shareholder.  The selling
shareholders  may also (i) sell our common stock short and  redeliver the shares
to close out such short positions;  (ii) enter into option or other transactions
with  broker-dealers or other financial  institutions which require the delivery
thereto of the shares offered hereby,  which shares such  broker-dealer or other
financial  institutions  may resell pursuant to this prospectus (as supplemented
or  amended to reflect  such  transaction);  or (iii)  pledge  such  shares to a
broker-dealer  or  other  financial  institution,  and,  upon  a  default,  such
broker-dealer or other financial  institution,  may affect sales of such pledged
shares pursuant to this  prospectus (as  supplemented or amended to reflect such
transaction).  In addition,  any such shares that  qualify for sale  pursuant to
Rule 144 under the  Securities  Act may be sold  under  that  Rule  rather  than
pursuant to this prospectus.

     In  effecting  sales,  brokers,  dealers or agents  engaged by the  selling
shareholders  may arrange for other brokers or dealers to participate.  Brokers,
dealers or agents may receive  commissions,  discounts or  concessions  from the
selling shareholders in amounts to be negotiated prior to the sale.

     The selling shareholders and any underwriter,  broker,  dealer or agent may
be deemed to be  "underwriters"  within  the  meaning of the  Securities  Act in

                                      -15-



connection with such sales, and any such  commissions,  discounts or concessions
may be deemed to be underwriting  discounts or commissions  under the Securities
Act.

     In order to comply with the securities laws of certain  states,  the shares
must be sold in such  states only  through  registered  or  licensed  brokers or
dealers. In addition,  in certain states shares may not be sold unless they have
been  registered or qualified for sale in the  applicable  state or an exemption
from the  registration or  qualification  requirements is available and has been
complied with.

     The rules and  regulations  in  Regulation M under the Exchange Act provide
that  during the period  that any  person is  engaged  in the  distribution  (as
defined  therein) of our common  stock,  such person  generally may not purchase
shares of our  common  stock.  The  selling  shareholders  are  subject  to such
regulation  which may limit the timing of its  purchases  and sales of shares of
our common stock.

     At the time a particular offer of shares is made, if required, a prospectus
supplement  will be  distributed  that will set forth the number of shares being
offered and the terms of the offering,  including  the name of any  underwriter,
dealer or agent,  the  purchase  price paid by any  underwriter,  any  discount,
commission and other item constituting compensation, any discount, commission or
concession  allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.


                                  LEGAL MATTERS

     Certain  legal  matters  will be passed  upon for us by Gordon,  Feinblatt,
Rothman, Hoffberger & Hollander, LLC, Baltimore, Maryland.

                                     EXPERTS

     The financial  statements of First Mariner  Bancorp as of December 31, 2002
and for each of the years in the three year period ended December 31, 2002, have
been  incorporated  by  reference  herein and in the  registration  statement in
reliance  upon the  report of Stegman & Company,  independent  certified  public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the  informational  requirements of the Exchange Act, and
in accordance with the Exchange Act we file reports,  proxy statements and other
information with the SEC. The reports, proxy statements and other information on
file can be inspected and copied at the public reference  facilities  maintained
by the SEC at 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and at
the SEC's Regional  Offices at 7 World Trade Center,  13th Floor,  New York, New
York 10048, and Citicorp Center, 500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661,  and copies may be  obtained at the  prescribed  rates from the
Public  Reference  Section  of the SEC,  450  Fifth  Street,  N.W.,  Room  1024,
Washington, D.C. 20549. The SEC also maintains a web site that contains reports,
proxy  statements  and  other  information   regarding   registrants  that  file
electronically with the SEC. The address of the site is http:\\www.sec.gov.

     We have filed a  registration  statement with the SEC on Form S-3 under the
Securities Act, with respect to the securities offered by this prospectus.  This
prospectus,  which  constitutes part of the registration  statement,  omits some
information  contained  in the  registration  statement  and the exhibits to the
registration  statement on file with the SEC pursuant to the  Securities Act and
the rules and  regulations  of the SEC under the  Securities  Act.  For  further
information  with respect to us and the common  stock,  reference is made to the

                                      -16-



registration statement. We will describe the material provisions of any contract
or other document referred to in this document.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     We are  incorporating  by reference the  documents  listed below have which
have been filed by us with the SEC under file number 0-21815:

          o    our Annual Report on Form 10-K for the fiscal year ended December
               31, 2002;


          o    our Quarterly  Reports on Form 10-Q for the quarters  ended March
               31, 2003 and June 30, 2003;


          o    The description of the Company's Common Stock, $.05 par value per
               share (the "Common  Stock"),  under the caption  "Description  of
               Registrant's  Securities to be  Registered"  in the  Registrant's
               Registration  Statement on Form 8-A  (Registration  No.  0-21815)
               filed with the SEC on December 3, 1996.

     We are also incorporating all documents we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (except  information  that is "furnished"
under  Items 9 or 12 of Form 8-K) after the date of this  prospectus  and before
the  termination  of the offering  made by this  prospectus.  Any statement in a
document  referenced  in part or in whole  shall be  deemed  to be  modified  or
superseded for purposes of the registration statement and this prospectus to the
extent  that  the  statement  is  modified  or  superseded  by the  registration
statement  and  this  prospectus.  Any  statement  that  has  been  modified  or
superseded by this  prospectus  shall not be deemed to constitute a part of this
prospectus beyond the extent of the portion of the modified or superseded.

     We will provide a copy of any document  incorporated  by  reference,  other
than  exhibits  to  those  documents   unless  the  exhibits  are   specifically
incorporated by reference into the documents that this  prospectus  incorporates
by reference free of charge to any person who receives a prospectus upon written
or oral  request.  Requests  should be  directed to the  Secretary,  3301 Boston
Street Baltimore, Maryland 21224, telephone number (410) 342-2600.


                                      -17-




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The  following  table  sets  forth the  various  estimated  expenses  to be
incurred by us in  connection  with the  registration  of the  securities  being
registered  hereby,  all of which  will be borne by us except  any  underwriting
discounts and commissions and expenses  incurred by the selling  stockholder for
brokerage,  accounting  or tax  services or any other  expenses  incurred by the
selling  stockholder in disposing of the shares (other than the reasonable  fees
and expenses of the selling shareholder's counsel).

                                SEC Registration Fee            $       1,070
                                Accounting fees and expenses    $       1,000
                                Legal fees and expenses         $       5,000
                                Printing fees                   $           -
                                Listing fees                    $       8,853
                                Miscellaneous                   $         276
                                                                 ------------
                                TOTAL                           $      16,199

Item 15.  Indemnification of Directors and Officers.

     The Maryland General Corporation Law permits a corporation to indemnify its
present and former directors, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any  proceeding to which they may be made a party by reason of their services in
those capacities, unless it is established that:

          (1)  the act or omission of the  director  was  material to the matter
               giving rise to such proceeding and

               (A)  was committed in bad faith or

               (B)  was the result of active and deliberate dishonesty;

          (2)  the director  actually  received an improper  personal benefit in
               money, property, or services; or

          (3)  in  the  case  of  any  criminal  proceeding,  the  director  had
               reasonable  cause  to  believe  that  the  act  or  omission  was
               unlawful.

Maryland law permits a corporation  to indemnify a present and former officer to
the same extent as a director.

     In addition to the foregoing, a court of appropriate jurisdiction may under
certain  circumstances order  indemnification if it determines that the director
or officer is fairly and reasonably  entitled to  indemnification in view of all
of the  relevant  circumstances,  whether or not the director or officer has met
the  standards  of  conduct  set forth in the  preceding  paragraph  or has been
declared liable on the basis that a personal  benefit  improperly  received in a
proceeding charging improper personal benefit to the director or the officer. If
the proceeding was an action by or in the right of the corporation or involved a
determination  that the  director  or  officer  received  an  improper  personal
benefit,  however,  no indemnification may be made if the individual is adjudged
liable to the corporation,  except to the extent of expenses approved by a court
of appropriate jurisdiction.




     The Maryland General Corporation Law additionally  permits a corporation to
pay  or  reimburse,  in  advance  of  the  final  disposition  of a  proceeding,
reasonable  expenses  incurred by a present or former director or officer made a
party to the proceeding by reason of his service in that capacity, provided that
the corporation shall have received

          (1)  a written  affirmation  by the  director  or  officer of his good
               faith  belief that he has met the  standard of conduct  necessary
               for indemnification by the corporation; and

          (2)  a written  undertaking  by or on behalf of the  director to repay
               the amount  paid or  reimbursed  by the  corporation  if it shall
               ultimately  be  determined  that the  standard of conduct was not
               met.

     The  Company has  provided  for  indemnification  of  directors,  officers,
employees  and  agents  in  Article  Eleventh,  Section  2 of  its  Articles  of
Incorporation,  as amended and restated  ("Articles").  This provision  reads as
follows:

               (2)  To  the  maximum  extent  permitted  by  Maryland  law,  the
          Corporation  shall  indemnify  its  currently  acting  and its  former
          directors  against any and all  liabilities  and expenses  incurred in
          connection with their services in such capacities, and shall indemnify
          its currently  acting and its former  officers to the full extent that
          indemnification shall be provided to directors,  and may indemnify, to
          the same extent,  persons who serve and have served, at its request as
          a director,  officer,  partner,  trustee, employee or agent of another
          corporation,  partnership,  joint  venture  or other  enterprise.  The
          Corporation  shall advance  expenses to its directors and officers and
          the  other  persons  referred  to above  to the  extent  permitted  by
          Maryland law.  This  indemnification  of directors and officers  shall
          also apply to directors and officers who are also employees,  in their
          capacity  as  employees.   The  Board  of  Directors  may  by  By-Law,
          resolution or agreement make further provision for  indemnification of
          employees  and agents to the extent  permitted  by  Maryland  law.

     As provided in Article  Eleventh,  Section 3 of the  Articles,  neither the
repeal or amendment of Article Eleventh shall eliminate or reduce the protection
afforded to any person under the foregoing  Section 2 with respect to any act or
omission that shall have occurred prior to such repeal or amendment.

     The Maryland General  Corporation Law authorizes a Maryland  corporation to
limit by provision in its charter the liability of directors and officers to the
corporation or to its stockholders for money damages except to the extent:

          (1)  the director or officer actually  receives an improper benefit or
               profit in money,  property,  or  services,  for the amount of the
               benefit or profit actually received, or

          (2)  a judgment or other final adjudication adverse to the director or
               officer  is  entered  in a  proceeding  based on a finding in the
               proceeding that the director's or officer's action, or failure to
               act, was the result of active and  deliberate  dishonesty and was
               material to the cause of action adjudicated in the proceeding.

     The Company has limited the  liability  of its  directors  and officers for
money damages in Article  Eleventh,  Section 1 of the Articles.  This  provision
reads as follows:

          (1) Directors and officers of the  Corporation  shall not be liable to
     the Corporation or its stockholders for money damages.  The purpose of this
     limitation  of liability is to limit  liability to the maximum  extent that
     the  liability  of  directors  and  officers  of Maryland  corporations  is
     permitted to be limited by Maryland law. This limitation on liability shall
     apply to events which occurred during the term of office of any director or
     officer  whether or not such  director or officer is serving as such at the




     time of any  proceeding  in  which  liability  is  asserted  commences.

     As provided in Article  Eleventh,  Section 3 of the  Articles,  neither the
repeal or amendment of Article Eleventh shall eliminate or reduce the protection
afforded to any person under the foregoing  Section 3 with respect to any act or
omission that shall have occurred prior to such repeal or amendment.

     As permitted  under Section  2-418(k) of the Maryland  General  Corporation
Law,  the  Company  has  purchased  and  maintains  insurance  on  behalf of its
directors and officers against any liability asserted against such directors and
officers in their capacities as such,  whether or not the Company would have the
power to indemnify  such persons under the  provisions of Maryland law governing
indemnification.

     Section 8(k) of the Federal Deposit  Insurance Act (the "FDI Act") provides
that the Federal  Deposit  Insurance  Corporation  (the  "FDIC") may prohibit or
limit, by regulation or order, payments by any insured depository institution or
its holding  company for the benefit of  directors  and  officers of the insured
depository  institution,  or  others  who  are or  were  "institution-affiliated
parties," as defined under the FDI Act, in order to pay or reimburse such person
for any liability or legal expense  sustained with regard to any  administrative
or civil  enforcement  action which results in a final order against the person.
The FDIC has adopted  regulations  prohibiting,  subject to certain  exceptions,
insured  depository  institutions,  their  subsidiaries  and affiliated  holding
companies from indemnifying officers, directors or employees for any civil money
penalty or judgment resulting from an administrative or civil enforcement action
commenced  by any  federal  banking  agency,  or for that  portion  of the costs
sustained  with  regard  to such an  action  that  results  in a final  order or
settlement that is adverse to the director, officer or employee.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted of directors and officers of First Mariner  pursuant to
the foregoing  provisions or otherwise,  we have been advised that, although the
validity and scope of the governing statute has not been tested in court, in the
opinion of the SEC, such  indemnification  is against public policy as expressed
in such Act and is, therefore,  unenforceable. In addition,  indemnification may
be limited by state securities laws.

Item 16.  Exhibits.


4.1  Form  of  Warrant   (Incorporated  by  reference  to  Exhibit  4.1  of  the
     Registrant's  Registration  Statement,  as amended,  on Form SB-2, file no.
     333-16011 ("the 1996 Registration Statement"))
4.2  Specimen of  certificate  for Common Stock.  (Incorporated  by reference to
     Exhibit 4.2 of the 1996 Registration Statement)
5.1  Opinion  of  Gordon,  Feinblatt,   Rothman,  Hoffberger  &  Hollander,  LLC
     regarding the legality of securities.**
23.1 Consent of Stegman & Company.*
23.2 Consent  of  Gordon,  Feinblatt,   Rothman,  Hoffberger  &  Hollander,  LLC
     (included in Exhibit 5.1).**
24   Power of Attorney (included on Signatures Page).**

-----------------------
*    Filed herewith
**   Previously filed


Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) to include  any  prospectus  required  by section  10(a)(3) of the
     Securities Act.



          (ii)  to  reflect  in  the  prospectus  any  facts  or  events  which,
     individually or together, represent a fundamental change in the information
     in the registration statement.

          (iii) to include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

Provided,  however,  that the  Registrant  does not need to make  post-effective
amendments  with respect to the information set forth in paragraphs (i) and (ii)
above if the  information is  incorporated  by reference  from periodic  reports
filed by the Registrant under the Exchange Act.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form  S-3/A  and has duly  caused  this Form  S-3/A
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Baltimore, State of Maryland, on the 22nd day of
August, 2003.


                                      FIRST MARINER BANCORP

                                      By:  /s/ Edwin F. Hale, Sr.
                                         ---------------------------------------
                                         Edwin F. Hale, Sr., Chairman and Chief
                                         Executive Officer



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in their
capacities as indicated below on August 22, 2003.






                                                           
/s/ Edwin F. Hale, Sr.                                        /s/ Mark A. Keidel*
------------------------------------------                    ------------------------------------------------
Edwin F. Hale, Sr., Chief Executive Officer                    Mark A. Keidel, Chief Financial Officer
and Director

/s/ Joseph A. Cicero                                          /s/ George H. Mantakos*
------------------------------------------                    ------------------------------------------------
Joseph A. Cicero, President and Director                      George H. Mantakos, Executive Vice President and
                                                              Director

/s/ Barry B. Bondroff*                                        /s/ Bruce H. Hoffman*
------------------------------------------                    ------------------------------------------------
Barry B. Bondroff, Director                                   Bruce H. Hoffman, Director


/s/ John Brown*                                               /s/ Jay J.J. Matricciani*
------------------------------------------                    ------------------------------------------------
John Brown, Director                                          Jay J.J. Matricciani, Director


/s/ Stephen A. Burch*                                         /s/ James P. O'Conor*
------------------------------------------                    ------------------------------------------------
Stephen A. Burch, Director                                    James P. O'Conor, Director


/s/ Rose M. Cernak*                                           /s/ Patricia Schmoke*
------------------------------------------                    ------------------------------------------------
Rose M. Cernak, Director                                      Patricia Schmoke, Director


/s/ Howard Friedman*                                          /s/ Hanan Y. Sibel*
------------------------------------------                    ------------------------------------------------
Howard Friedman, Director                                     Hanan Y. Sibel, Director


                                                              /s/ Michael R. Watson
                                                              ------------------------------------------------
                                                              Michael R. Watson, Director

By  /s/ Joseph A. Cicero
-----------------------------------------
   Attorney-in-Fact






                                  EXHIBIT INDEX
Ex. No.   Description
-------   -----------


4.1       Form of Warrant  (Incorporated  by  reference  to  Exhibit  4.1 of the
          Registrant's  Registration  Statement,  as amended, on Form SB-2, file
          no. 333-16011 (the "1996 Registration Statement"))
4.2       Specimen of certificate for Common Stock.  (Incorporated  by reference
          to Exhibit 4.2 of the 1996 Registration Statement)
5.1       Opinion of Gordon,  Feinblatt,  Rothman,  Hoffberger & Hollander,  LLC
          regarding the legality of securities.**
23.1      Consent of Stegman & Company*
23.2      Consent of Gordon,  Feinblatt,  Rothman,  Hoffberger & Hollander,  LLC
          (included in Exhibit 5.1).**
24        Power of Attorney (included on Signatures Page).**

-----------------------
*       Filed herewith
**      Previously filed