SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 035848100

1.

Names of Reporting Persons
Neal R. Gross

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
247,281

6.

Shared Voting Power
60,806

7.

Sole Dispositive Power
247,281

8.

Shared Dispositive Power
60,806

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
308,087

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11.

Percent of Class Represented by Amount in Row (9)
7.8%

12.

Type of Reporting Person*
IN

CUSIP No. 035848100

Item 1(a).

Name of Issuer:
Annapolis Bancorp, Inc. (ANNB)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1000 Bestgate Road

Suite 400

Annapolis, Maryland 21401

Item 2(a)

Name of Person Filing(
Neal R. Gross

Item 2(b)

Address of Principal Business Office
c/o Neal R. Gross & Company, Inc.
1323 Rhode Island Avenue, NW
Washington, DC 20005

Item 2(c)

Citizenship
United States

Item 2(d)

Title of Class of Securities:
Common Stock, par value $.01 per share

Item 2(e)

CUSIP Number:
035848100

Item 3

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Exchange Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8); ;

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J)

(k)

o

Group in accordance with 240.13d–1(b)(1)(ii)(K)

CUSIP No. 035848100

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

308,087

(b)

Percent of class:   

7.6% (based on 3,955,506 shares outstanding at October 31, 2011, as reflected in issuer’s quarterly report on Form 10-Q for the period ended September 30, 2011)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

247,281

(ii)

Shared power to vote or to direct the vote:    

60,806

(iii)

Sole power to dispose or to direct the disposition of:   

247,281

(iv)

Shared power to dispose or to direct the disposition of:   

60,806

Item 5.

Ownership of 5 Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9.

Notice of Dissolution of Group:

Not Applicable

CUSIP No. 035848100

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

January 30, 2011

/s/ Neal R. Gross

Neal R. Gross