UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934
           FOR THE FISCAL YEAR ENDED JUNE 30, 1999

                                       OR

[ ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      FOR THE TRANSITION PERIOD FROM _________________ TO ______________________
      COMMISSION FILE NUMBER 0-23345

                         WYMAN PARK BANCORPORATION, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                 Delaware                               52-2068893
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

11 West Ridgely Road, Lutherville, Maryland                  21093
--------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (410) 252-6450
                                                    --------------

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None
                                      ----

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                     ---------------------------------------
                                (Title of class)

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

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

     State the issuer's revenues for its most recent fiscal year: $5,251,000.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant, computed by reference to the average of the bid and ask price of
such stock as of June 30, 1999, was approximately  $5.0 million.  (The exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the registrant that such person is an affiliate of the
registrant.)

     As of June 30, 1999,  there were 905,926  shares issued and  outstanding of
the registrant's Common Stock.
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of Annual  Report to  Stockholders  for the fiscal year ended June
     30, 1999 (Part II)

2.   Portions of Proxy Statement for 1999 Annual Meeting of  Stockholders  (Part
     III)
<PAGE>
                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL

FORWARD-LOOKING STATEMENTS

     When used in this  filing  and in future  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements,  the  words or
phrases  "would be," "will  allow,"  "intends  to," "will likely  result,"  "are
expected  to," "will  continue,"  "is  anticipated,"  "estimate,"  "project"  or
similar expressions are intended to identify "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements are subject to risks and uncertainties,  including but not limited to
changes in economic conditions in the Company's market area, changes in policies
by regulatory agencies,  fluctuations in interest rates, demand for loans in the
Company's market area and  competition,  all or some of which could cause actual
results  to differ  materially  from  historical  earnings  and those  presently
anticipated or projected.

     The Company  wishes to caution  readers not to place undue  reliance on any
such  forward-looking  statements,  which  speak only as of the date  made,  and
advises readers that various factors,  including  regional and national economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

     The Company does not undertake,  and specifically disclaims any obligation,
to update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.

     THE COMPANY.  Wyman Park Bancorporation,  Inc. (the "Company") is a savings
and loan holding  company  which became sole  stockholder  of Wyman Park Federal
Savings & Loan  Association  (the  "Association"  or "Wyman Park") in connection
with the  Association's  conversion from the mutual to the stock form on January
5, 1998.  All  references to the Company prior to January 5, 1998,  except where
otherwise indicated, are to the Association.

     At June 30,  1999,  the  Company had assets of $70.5  million,  deposits of
$58.0 million and stockholders' equity of $8.0 million.

     The  principal  executive  offices of the  Company  are  located at 11 West
Ridgely Road,  Lutherville,  Maryland 21093,  and its telephone  number is (410)
252-6450.

     The activities of the Company itself have been limited to investment in the
stock of the Association,  interest-bearing  deposits at financial institutions,
short-term  borrowings and a note

                                       1
<PAGE>

receivable  from  the  Association's   Employee  Stock  Ownership  Plan.  Unless
otherwise indicated, all activities discussed below are of the Association.

     THE  ASSOCIATION.   The  Association  is  a   federally-chartered   savings
association with its principal executive offices in Lutherville,  Maryland.  Its
deposits are insured up to applicable  limits,  by the Federal Deposit Insurance
Corporation  (the  "FDIC"),  which is backed by the full faith and credit of the
United  States.  The  Association  is  primarily  engaged  in  the  business  of
attracting  savings deposits from the general public and investing such funds in
permanent mortgage loans secured by one- to four-family  residential real estate
located  primarily  in central  Baltimore  county and northern  Baltimore  City,
Maryland.  Through its branch  office  located in Glen  Burnie,  a suburb to the
south of Baltimore, the Association also services Anne Arundel County, Maryland.
In addition to permanent  mortgage loans, the Association also originates,  to a
lesser extent,  loans for the  construction of one- to four-family  real estate,
commercial  loans  secured by  multi-family  real  estate  (over four units) and
nonresidential  real estate, and consumer loans,  including home equity lines of
credit,  home  improvement  loans,  and loans secured by savings  deposits.  The
Association invests in U.S. government obligations, interest-bearing deposits in
other financial institutions,  mortgage-backed securities, and other investments
permitted by applicable law.

LENDING ACTIVITIES

     MARKET  AREA.  The  Company's  office is located at 11 West  Ridgely  Road,
Lutherville,  Maryland.  Through this office and a branch location,  the Company
primarily serves central Baltimore County and northern Baltimore City, Maryland,
as well as Glen Burnie,  a suburb south of  Baltimore  and Anne Arundel  County,
Maryland.

     GENERAL. The principal lending activity of the Company is originating first
mortgage  loans  secured  by  owner-occupied  one-  to  four-family  residential
properties  located  in its  primary  market  areas.  In  addition,  in order to
increase the yield and the interest  rate  sensitivity  of its  portfolio and in
order to provide more comprehensive financial services to families and community
businesses in the Company's  primary  market area,  the Company also  originates
commercial real estate,  multi-family,  consumer (secured and unsecured),  land,
and second  mortgage  loans.  The  Company  reserves  the right in the future to
adjust or  discontinue  any  product  offerings  to  respond to  competitive  or
economic factors.

                                       2
<PAGE>
     Loan  Portfolio  Composition.  The  following  information  concerning  the
composition of the Company's  loan  portfolios in dollar amounts as of the dates
indicated.

                                                           June 30,
                                                  ------------------------------
                                                      1999              1998
                                                  ------------      ------------
                                                      Amount            Amount
                                                      ------            ------
                                                       (Dollars in Thousands)
Real Estate Loans:
-----------------
 One- to four-family .......................         $ 47,324          $ 51,779
 Multi-family ..............................              508               362
 Commercial ................................            6,395             6,683
 Construction or development ...............              621               ---
                                                     --------          --------
     Total real estate loans ...............           54,848            58,824

Other Loans:
-----------
 Consumer Loans:
   Deposit account loans ...................              151               309
   Home equity .............................            2,850             3,390
   Home improvement ........................               13                12
   Overdraft lines of credit ...............                8               ---
                                                     --------          --------
      Total consumer loans .................            3,022             3,711
                                                     --------          --------
      Total loans, gross ...................           57,870            62,535
                                                     --------          --------

Less:
----
 Loans in process ..........................             (528)              ---
 Deferred fees and discounts ...............             (219)             (215)
 Allowance for losses ......................             (283)             (278)
                                                     --------          --------
 Total loans receivable, net ...............         $ 56,840          $ 62,042
                                                     ========          ========

     Loan  Maturities.  The following table reflects at June 30, 1999 the dollar
amount  of  loans  maturing  or  subject  to  rate  adjustment  based  on  their
contractual  terms to maturity.  Loans with fixed rates are reflected based upon
the contractual  repayment schedule while loans with variable interest rates are
reflected  based upon the contractual  repayment  schedule up to the contractual
rate  adjustment  date.  Demand  loans,  loans  having  no  stated  schedule  of
repayments  and loans  having no stated  maturity are reported as due within one
year or less.
<TABLE>
<CAPTION>
                                         Due in One Year  Due After One Year    Due After
                                             or Less      through Five Years    Five Years         Total
                                             -------      ------------------    ----------         -----
                                                                    (In thousands)
<S>                                      <C>               <C>                    <C>             <C>
One-to-four family.....................  $      6,454      $        10,973        $     29,897    $     47,324
Multi-family and Commercial............         1,216                1,874               3,813           6,903
Consumer loans.........................         2,907                  115                 ---           3,022
Construction or development............           621                  ---                 ---             621
                                         ------------      ---------------        ------------    ------------
                      Total                    11,198               12,962              33,710          57,870
                                         ============      ===============        ============    ============
</TABLE>

                                       3
<PAGE>

     Under  federal  law,  the  aggregate  amount of loans  that the  Company is
permitted to make to any one borrower is generally  limited to 15% of unimpaired
capital  and  surplus  (25%  if  the  security  for  such  loan  has a  "readily
ascertainable" value or 30% for certain residential  development loans). At June
30, 1999,  based on the above,  the Company's  regulatory  loan-to-one  borrower
limit  was  approximately  $1,477,000.  On the same  date,  the  Company  had no
borrowers  with  outstanding  balances in excess of this amount.  As of June 30,
1999,  the largest  dollar  amount of  indebtedness  to one borrower or group of
related  borrowers  was a $665,000  loan  secured by a  residence.  The next two
largest loans had outstanding  balances of $615,000 and $596,000,  respectively,
and were  secured by a strip  shopping  center and a  warehouse.  Such loans are
performing in accordance with their terms.

ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LENDING

     The  principal  activity of the  Company's  lending  program  involves  the
origination  of loans  secured  by first  mortgages  on  owner-occupied  one- to
four-family  residences.  At June  30,  1999,  $47.3  million,  or  81.7% of the
Company's gross loan portfolio consisted of such loans. Substantially all of the
residential loans originated by the Company are secured by properties located in
the Company's market area.

     Although the Company has  generally  sold its  fixed-rate  loan  production
since  1989,  historically,  the Company  originated  for  retention  in its own
portfolio  30-year  fixed-rate loans secured by one- to four-family  residential
real  estate.  The  Company  also  originates  adjustable  rate  mortgage  loans
("ARMs").  The  Company  has from time to time sold some of its ARM  production,
which conforms to standards  promulgated  by Freddie Mac (so-called  "conforming
loans")  and as a result  of  continued  consumer  demand,  particularly  during
periods of  relatively  low interest  rates,  the Company has also  continued to
originate  fixed-rate  residential loans in amounts and at rates and terms which
are  monitored for  compliance  with the  Company's  asset/liability  management
policy. Currently, the Company originates both conforming and jumbo construction
and jumbo  fixed-rate  permanent loans with maturities of up to 30 years.  Jumbo
loans are loans with initial  balances in excess of the maximum amount permitted
for conforming loans.

     The Company's ARM and balloon loans are offered at rates,  terms and points
determined  in accordance  with market and  competitive  factors.  The Company's
current one- to four-family  residential  ARMs are fully  amortizing  loans with
contractual maturities of up to 30 years. Balloon loans also have terms of up to
30 years.  Though from time to time "teaser"  rates are offered,  applicants are
qualified  pursuant to Freddie Mac guidelines,  which permits  qualifications at
less than the fully indexed rate,  and no ARMs allow for negative  amortization.
The interest rates on the ARMs  originated by the Company are generally  subject
to adjustment at one-, three- and five-year intervals based on a margin over the
Treasury  Securities  Constant  Maturity  Index.  Decreases  or increases in the
interest  rate of the  Company's  ARMs are  generally  limited  to 6% above  the
initial  interest rate over the life of the loan,  and up to a 2% per adjustment
period per year or per adjustment  period. The Company's ARMs may be convertible
into fixed-rate  loans,  depending on the program  selected,  and do not contain
prepayment  penalties.  Loans are not

                                       4
<PAGE>

assumable.  At June 30, 1999, the total balance of one- to four-family  ARMs was
$8.0 million, or 13.8% of the Company's gross loan portfolio.

     As a service  to its older  customers,  the  Company  originates  and sells
reverse  mortgages,  allowing the  homeowner to utilize  equity values that have
built up in the underlying property.

     The Company originates residential mortgage loans with loan-to-value ratios
generally up to 95%. On mortgage loans exceeding an 80%  loan-to-value  ratio at
the time of origination,  the Company will generally  require  private  mortgage
insurance in an amount  intended to reduce the  Company's  exposure to less than
80% of the appraised value of the underlying property.

CONSTRUCTION AND DEVELOPMENT LENDING

     The Company makes construction loans to individuals for the construction of
their primary or secondary residences. Loans to individuals for the construction
of their  residences  typically  run for up to nine months.  The  borrower  pays
interest only during the construction period. Residential construction loans are
generally  underwritten  pursuant to the same  guidelines  used for  originating
permanent  residential  loans.  At June  30,  1999  construction  loans  totaled
$621,000, or 1.1% of the Company's gross loan portfolio.

     The Company has participated in loans to builders and developers to finance
the construction of residential  property.  Such loans generally have adjustable
interest  rates based upon prime or treasury  indexes with variable  terms.  The
proceeds of the loan are advanced during  construction based upon the percentage
of completion as determined by an inspection by the lead lender. The loan amount
normally  does not exceed 75% of the  projected  completed  value.  Whether  the
Company is willing to provide  permanent  takeout  financing to the purchaser of
the  home is  determined  independently  of the  construction  loan by  separate
underwriting.  In the event  that  upon  completion  the house is not sold,  the
builder is required to make  principal and interest  payments until the house is
sold.

     Building lot loans,  which include loans to acquire vacant or raw land, are
made to individuals. All of such loans are secured by land zoned for residential
developments  and located  within the Company's  market area.  Before  extending
credit,  the Company will require  percolation  tests and related  permits to be
secured.

     Construction  and  development  lending,  through  participation  or direct
lending,  generally  affords the Company an opportunity  to receive  interest at
rates  higher  than those  obtainable  from  residential  lending and to receive
higher  origination  and other loan fees. In addition,  such loans are generally
made for relatively short terms.  Nevertheless,  construction lending to persons
other than  owner-occupants is generally considered to involve a higher level of
credit risk than one- to four-family  permanent  residential  lending due to the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general  economic  conditions on construction  projects,  real estate
developers  and  managers.  In addition,  the nature of these loans is such that
they are more difficult to evaluate and monitor. The Company's risk of loss on a
construction or development  loan is dependent  largely upon the accuracy of the
initial  estimate of the property's

                                       5

<PAGE>

value upon completion of the project and the estimated cost (including interest)
of the project.  If the estimate of value proves to be  inaccurate,  the Company
may be confronted,  at or prior to the maturity of the loan, with a project with
a value which is insufficient to assure full repayment and/or the possibility of
having to make substantial investments to complete and sell the project. Because
defaults in repayment may not occur during the  construction  period,  it may be
difficult to identify problem loans at an early stage. When loan payments become
due, the cash flow from the property may not be adequate to service the debt. In
such cases, the Company may be required to modify the terms of the loan.

COMMERCIAL REAL ESTATE LENDING

     The Company's  commercial real estate loan portfolio consists of loans on a
variety of non-residential  properties including retail facilities,  warehouses,
small office buildings, small industrial parks and shopping centers. At June 30,
1999, the Company had $6.4 million in commercial  real estate loans,  comprising
11.1% of the Company's gross loan portfolio.

     The Company has  originated  both balloon,  adjustable-rate  and fixed-rate
commercial real estate loans, although most current originations have balloon or
adjustable rates. Commercial loans generally adjust based on a constant maturity
index plus a margin.  Adjustable  rate loans  generally  have a balloon  feature
after one or two  adjustment  periods to allow the  Company to  re-evaluate  the
terms of the loan.  Balloon loans mature at the end of the initial  balloon term
and may be modified, extended or refinanced by the Company. Commercial loans are
generally  underwritten  in amounts of up to 75% of the  appraised  value of the
underlying property.

     Substantially  all of the  commercial  real estate loans  originated by the
Company are secured by properties located within the Company's market area.

     Commercial  real estate  loans  generally  present a higher level of credit
risk than loans secured by one- to four-family residences.  This greater risk is
due to several  factors,  including the  concentration of principal in a limited
number of loans and  borrowers,  the effects of general  economic  conditions on
income  producing  properties  and the increased  difficulty  of evaluating  and
monitoring these types of loans. Furthermore,  the repayment of loans secured by
commercial real estate is typically  dependent upon the successful  operation of
the related  real estate  project.  If the cash flow from the project is reduced
(for example, if leases are not obtained or renewed),  the borrower's ability to
repay the loan may be impaired.

MULTI-FAMILY LENDING

     The Company has historically made few permanent  multi-family  loans in its
primary market area. As with  commercial real estate loans,  multi-family  loans
present  a  higher  level  of  credit  risk  than do  loans  secured  by one- to
four-family  residences.  At  June  30,  1999,  loans  secured  by  multi-family
properties aggregated $508,000, or .9% of the Company's gross loan portfolio.

                                       6
<PAGE>

     The Company's multi-family loan portfolio includes loans secured by five or
more unit residential buildings located primarily in the Company's market area.

CONSUMER LENDING

     The Company offers a variety of consumer loans,  including loans secured by
savings  deposits,  home equity lines of credit and overdraft lines of credit as
well as unsecured  home  improvement  loans.  The Company  currently  originates
substantially  all of its consumer  loans in its market area.  At June 30, 1999,
the Company's consumer loans totaled $3.0 million or 5.2% of the Company's gross
loan portfolio.

     The largest component of the Company's consumer lending program is its home
equity line. At June 30, 1999, home equity loans totaled $2.8 million or 4.8% of
gross loans receivable. The Company's home equity lines of credit are originated
in amounts which,  together with the amount of the first mortgage,  generally do
not exceed 90% of the appraised value of the property securing the loan. At June
30, 1999, the Company had $6.3 million of funds  committed,  but undrawn,  under
such lines.

     Consumer loans may entail  greater risk than  residential  mortgage  loans,
particularly  in the case of consumer  loans which are  unsecured  or secured by
rapidly depreciable assets. In addition, consumer loan collections are dependent
on the borrower's continuing financial stability, and thus are more likely to be
affected by adverse  personal  circumstances.  Furthermore,  the  application of
various  federal and state laws,  including  federal  and state  bankruptcy  and
insolvency laws, may limit the amount which can be recovered on such loans.

DELINQUENCIES AND NON-PERFORMING ASSETS

     NON-PERFORMING   ASSETS.  The  table  below  sets  forth  the  amounts  and
categories of non-performing  assets in the Company's loan portfolio.  Loans are
placed on non-accrual  status when the collection of principal  and/or  interest
becomes  doubtful.  Foreclosed  assets include assets  acquired in settlement of
loans.

                                                         June 30,
                                            -----------------------------------
                                                 1999               1998
                                            ---------------    ----------------
                                                  (Dollars in Thousands

 Non-accruing loans:
      One-to four-family................         $ ---               $ 25
                                                  ----                ---

 Total non-performing assets............         $ ---               $ 25
                                                  ====                ===
 Total as a percentage of total assets..           ---%               .04%
                                                  ====               ====

     CLASSIFICATION  OF ASSETS.  Federal  regulations  require that each savings
institution  classify  its own  assets  on a  regular  basis.  In  addition,  in
connection  with  examinations of savings  institutions,  OTS and FDIC examiners
have authority to identify  problem assets and, if appropriate,  require them to
be classified.  There are three classifications for problem assets:

                                       7
<PAGE>

Substandard,  Doubtful  and Loss.  Substandard  assets have one or more  defined
weaknesses and are  characterized  by the distinct  possibility that the Company
will sustain some loss if the  deficiencies  are not corrected.  Doubtful assets
have the weaknesses of Substandard assets,  with the additional  characteristics
that the  weaknesses  make  collection  or  liquidation  in full on the basis of
currently  existing facts,  conditions and values  questionable,  and there is a
high possibility of loss. An asset  classified Loss is considered  uncollectible
and of such little value that  continuance  as an asset on the balance  sheet of
the  institution,  without  establishment of a specific  valuation  allowance or
charge-off,  is not  warranted.  Assets  classified as  Substandard  or Doubtful
require the institution to establish prudent general allowances for loan losses.
If an asset or portion  thereof is classified  as a Loss,  the  institution  may
charge off such amount against the loan loss allowance.  If an institution  does
not agree with an  examiner's  classification  of an asset,  it may appeal  this
determination to the District Director of the OTS.

     On the basis of  management's  review of its assets,  at June 30, 1999, the
Company had no loans classified substandard.

     OTHER  ASSETS  OF  CONCERN.   In  addition  to  non-performing   loans  and
substandard  loans discussed above, as of June 30, 1999, the Company had 4 loans
totaling $192,000, which, because of known information about the possible credit
problems of the  borrowers  or the cash flows of the  security  property,  would
cause  management  to have some  doubts as to the  ability of the  borrowers  to
comply with present loan repayment terms and may result in the future  inclusion
of such assets in non-performing asset categories.

     ALLOWANCE FOR LOAN LOSSES.  The  allowance  for loan losses is  established
through a provision for loan losses  charged to earnings  based on  management's
evaluation of the risk inherent in its entire loan  portfolio and changes in the
nature and volume of its loan activity. Such evaluation, which includes a review
of all  loans  of  which  full  collectibility  may not be  reasonably  assured,
considers the  estimated  net  realizable  value of the  underlying  collateral,
economic  conditions,  historical  loan loss  experience  and other factors that
warrant  recognition in providing for an adequate  allowance for loan losses. In
determining the general  reserves under these policies,  historical  charge-offs
and recoveries, changes in the mix and levels of the various types of loans, net
realizable  values,  the current loan portfolio and current economic  conditions
are considered. Management also considers the Company's non-performing assets in
establishing its allowance for loan losses.

     As of June 30, 1999,  the Company's  allowance for loan losses as a percent
of gross loans receivable and as a percent of  non-performing  loans amounted to
 .49%  and 0%,  respectively.  While  management  believes  that it uses the best
information  available to determine the  allowance  for loan losses,  unforeseen
market  conditions could result in adjustments to the allowance for loan losses,
and net  earnings  could be  significantly  affected,  if  circumstances  differ
substantially from the assumptions used in making the final determination.

                                       8
<PAGE>
     The following  table sets forth an analysis of the Company's  allowance for
loan losses.

                                                                  June 30,
                                                           ---------------------
                                                               1999       1998
                                                           ----------- ---------
                                                          (Dollars in Thousands)

Balance at beginning of period .........................       $  278       $270

Charge-offs
  Commercial real estate ...............................          ---        ---
                                                               ------       ----
Net charge-offs ........................................          ---        ---
                                                               ------       ----
Additions charged to operations ........................            5          8
                                                               ------       ----
Balance at end of period ...............................       $  283       $278
                                                               ------       ====
Ratio of net charge-offs during the period to
Average loans outstanding during the period ............         ---%       ---%
                                                               ======       ====
Ratio of net charge-offs during the period to
Average non-performing assets ..........................         ---%       ---%
                                                               ======       ====

     The  distribution  of the  Company's  allowance  for losses on loans at the
dates indicated is summarized as follows:
<TABLE>
<CAPTION>
                                                                June 30,
                                   ---------------------------------------------------------
                                              1999                            1998
                                   ---------------------------    --------------------------
                                                    Percent                         Percent
                                                    of Loans                       of Loans
                                                    in Each                         in Each
                                     Amount of      Category       Amount of       Category
                                     Loan Loss      to Total       Loan Loss       to Total
                                     Allowance       Loans         Allowance         Loans
                                     ---------       -----         ---------         -----
                                                      (Dollars in Thousands)

<S>                                <C>              <C>               <C>           <C>
One- to four-family.........       $       25        81.78%            $  27         82.80%
Multi-family................              ---          .88               ---           .58
Commercial real estate......               64        11.05                64         10.69
Construction or development.              ---         1.07               ---           ---
Consumer....................              ---         5.22               ---          5.93
Unallocated.................              194           --               187           ---
                                         ----       ------              ----         -----
    Total                          $      283       100.00%            $ 278         100.00%
                                         ====       ======              ====         ======
</TABLE>

INVESTMENT ACTIVITIES

     As  part  of  its   asset/liability   management   strategy  and  liquidity
requirements,  the Company invests in U.S.  government and agency obligations to
supplement its lending activities.  The Company's  investment policy also allows
for investments in overnight funds,  mortgage-backed securities and certificates
of deposit.  The Company may consider the  expansion of  investments  into other
securities if deemed appropriate.  At June 30, 1999, the

                                       9
<PAGE>

Company did not own any  securities of a single issuer which exceeded 10% of the
Company's  retained  earnings.  See  Note 3 of  the  Notes  to the  Consolidated
Financial  Statements  for  additional   information   regarding  the  Company's
investment securities portfolio.

     The Company is required by federal regulations to maintain a minimum amount
of liquid  assets  that may be  invested  in  specified  securities  and is also
permitted  to make  certain  other  securities  investments.  See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital." Cash flow projections are regularly reviewed and updated
to  assure  that  adequate  liquidity  is  provided.  As of June 30,  1999,  the
Company's  liquidity  ratio (liquid  assets as a percentage of net  withdrawable
savings and current  borrowings) was 29.3% as compared to the OTS requirement of
4.0%.

     All  of  the  Company's  investment   securities,   except  mortgage-backed
securities, are classified as available for sale. Mortgage-backed securities are
classified  as held to  maturity.  The Company may elect to classify  investment
securities  acquired in the future as trading securities or as held to maturity,
instead of available-for-sale, but there are no current plans to do so.

     The following table sets forth the composition of the Company's  investment
and mortgage-backed securities at the dates indicated.
<TABLE>
<CAPTION>

                                                                                        June 30,
                                                             ----------------------------    --------------------------------
                                                                        1999                              1998
                                                             -------------- -------------    -------------- -----------------
                                                                 Book                             Book
                                                                 Value       % of Total           Value        % of Total
                                                                 -----       ----------           -----        ----------
                                                                                 (Dollars in Thousands)
Investment securities:
<S>                                                          <C>                                 <C>
   Federal agency obligations:.........................      $     ---              ---%         $     ---             ---%
                                                                                   ----                               ----
   Subtotal............................................            ---              ---%               ---             ---
                                                                                   ----
   FHLB stock..........................................            509           100.00                510          100.00
                                                             ---------           ------          ---------          ------
   Total investment securities and FHLB stock..........      $     509           100.00%         $     510          100.00%
                                                             =========           ======          =========          ======
   Average remaining life of investment securities.....                                                ---

Other interest-earning assets:
   Interest bearing deposits with banks................      $   7,069            60.14%         $   2,071           31.18%
   Federal funds sold..................................          4,685            39.86              4,571           68.82
                                                             ---------           ------          ---------          ------
   Total...............................................      $  11,754           100.00%         $   6,642          100.00%
                                                             =========           ======          =========          ======
Securities Available-for-sale:
Mortgage-backed securities:
   FNMA................................................      $       2              .92%         $       2             .70%
   FHLMC...............................................            215            99.08                282           99.30
                                                             ---------           ------          ---------          ------
   Total mortgage-backed securities....................      $     217           100.00%         $     284          100.00%
                                                             ---------           ======          =========          ======
</TABLE>

     The following table sets forth the contractual  maturities of the Company's
mortgage-backed securities at June 30, 1999.

                                       10
<PAGE>

                                      Due in          June 30, 1999
                                     10 to 20            Balance
                                       Years           Outstanding
                                       -----           -----------
                                            (In Thousands)

       Freddie Mac................. $     215         $     215
       Fannie Mae..................         2                 2
                                         ----              ----
           Total................... $     217         $     217
                                         ====              ====

SOURCES OF FUNDS

     General. The Company's primary sources of funds are deposits,  amortization
and  prepayment  of  loan  principal,   maturities  of  investment   securities,
short-term  investments  and  funds  provided  from  operations  as well as FHLB
advances and short-term borrowings.

     Deposits.  The Company offers a variety of deposit  accounts  having a wide
range of interest rates and terms.  The Company's  deposits  consist of passbook
and  statement  accounts,  NOW  accounts,  Christmas  Club and money  market and
certificate  accounts,  including Individual  Retirement  Accounts.  The Company
relies primarily on advertising, including newspaper and radio, pricing policies
and customer service to attract and retain these deposits.  Neither premiums nor
brokered deposits are utilized.

     The flow of  deposits  is  influenced  significantly  by  general  economic
conditions,   changes  in  money  market  and  prevailing   interest  rates  and
competition.  The Company's mix of transaction accounts and certificate accounts
is less  favorable  than its peers,  resulting in a higher cost of funds for the
Company in relation to its peer group. At June 30, 1999,  31.0% of the Company's
deposits were in transaction accounts, versus 69.0% in certificates.

     The Company has become  more  susceptible  to  short-term  fluctuations  in
deposit  flows,  as customers  have become more  interest  rate  sensitive.  The
Company manages the pricing of its deposits in keeping with its  asset/liability
management,  profitability and growth objectives.  Based on its experience,  the
Company  believes  that its  passbook,  demand and NOW accounts  are  relatively
stable sources of deposits.  However,  the ability of the Company to attract and
maintain certificate  deposits,  and the rates paid on these deposits,  has been
and will continue to be significantly affected by market conditions.

                                       11
<PAGE>
     The following table sets forth the dollar amount of savings deposits in the
various  types of  deposit  programs  offered  by the  Company  for the  periods
indicated.

                                                      June 30,
                                    --------------------------------------------
                                            1999                    1998
                                    --------------------    --------------------
                                    Average      Average    Average     Average
                                     Amount       Rate       Amount       Rate
                                     ------       ----       ------       ----
                                              (Dollars in Thousands)

Transactions and Savings Deposits:
---------------------------------

Demand Deposits..................... $ 5,727       3.27%  $  5,737        3.15%
Money Market & NOW Accounts.........  11,268       2.57      9,520        2.87
                                     -------      -----     ------       -----

    Total Non-Certificates..........  16,995       2.81     15,257        2.98
                                     -------      -----    -------       -----

Certificates:
------------

Total Certificates..................  39,980       5.50     39,720       5.60
                                     -------      =====     ------      -----
Total Deposits...................... $56,975       4.70%  $ 54,977       4.87
                                     =======      =====   ========      =====


     At June 30, 1999, the Company had approximately $5.2 million in certificate
accounts in amounts of $100,000 or more maturing as follows:

                     Maturity Period                              Amount
   -----------------------------------------------------    -------------------
                                                                 (Dollars in
                                                                 Thousands)

   Three months or less...........................                    370
   Over three through six months..................                    ---
   Over six through 12 months.....................                  2,351
   Over 12 months.................................                  2,497
                                                            -------------
   Total..........................................                  5,218
                                                            =============

     Borrowings.  The Company's other available  sources of funds, not currently
utilized,  include advances from the FHLB of Atlanta and other borrowings.  As a
member of the FHLB of Atlanta,  the Association is required to own capital stock
in the FHLB of Atlanta and is  authorized to apply for advances from the FHLB of
Atlanta.  Each FHLB credit program has its own interest rate, which may be fixed
or variable,  and range of  maturities.  The FHLB of Atlanta may  prescribe  the
acceptable  uses for these  advances,  as well as limitations on the size of the
advances  and  repayment   provisions.   The   Association's   immediate  credit
availability  at the FHLB of Atlanta  was  approximately  $8 million at June 30,
1999.

                                       12
<PAGE>

     The Company may also borrow  funds from other  financial  institutions.  At
June  30,  1999,  the  Company  had a  $2.65  million  loan  outstanding  from a
commercial   bank  that  was  obtained  to  fund  the  Company's  $6  per  share
distribution to shareholders in June 1999.

COMPETITION

     The Company  experiences strong competition both in originating real estate
loans  and in  attracting  deposits.  This  competition  arises  from  a  highly
competitive market area with numerous commercial banks and savings institutions,
as well as credit  unions and mortgage  bankers  and,  with respect to deposits,
banking  institutions  and  other  financial  intermediaries.   The  Association
competes for loans  principally on the basis of the interest rates and loan fees
it  charges,  the types of loans it  originates  and the  quality of services it
provides to borrowers.

     The Company  attracts all of its deposits  through the communities in which
its  offices  are  located;   therefore,   competition  for  those  deposits  is
principally from other savings institutions, commercial banks, securities firms,
money market and mutual funds and credit unions  located in the same  community.
The ability of the Company to attract and retain deposits depends on its ability
to  provide  an  investment  opportunity  that  satisfies  the  requirements  of
investors as to rate of return, liquidity,  risk, convenient locations and other
factors.  The  Company  competes  for these  deposits  by  offering a variety of
deposit  accounts  at  competitive  rates,   convenient  business  hours  and  a
customer-oriented  staff.  At June 30,  1999,  the  Company  had in excess of 60
financial  institutions  competing  with  it in its  market  area.  The  Company
estimates  its  market  share  of  savings  deposits  in its  market  area to be
approximately 11.4%.

EMPLOYEES

     At June 30, 1999, the Company had a total of 16 full-time  employees and no
part-time  employees.  None of the Company's  employees are  represented  by any
collective  bargaining group.  Management considers its employee relations to be
good.

                                       13
<PAGE>
                                   REGULATION

GENERAL

     As a federal savings bank, Wyman Park is subject to regulation, supervision
and regular examination by the OTS. In addition, the FDIC has certain regulatory
and  examination  authority  over  OTS-regulated  savings  institutions  and may
recommend  enforcement  actions  against  savings  institutions  to the OTS. The
supervision  and  regulation  of  Wyman  Park  is  intended  primarily  for  the
protection of the deposit insurance fund and depositors.

     As a savings institution holding company, the Holding Company is subject to
OTS regulation, examination, supervision and reporting requirements. The Holding
Company also is required to file certain reports with, and otherwise comply with
the rules and regulations of, the SEC under the federal securities laws.

REGULATION OF WYMAN PARK

     Regulatory Capital.  The OTS's capital adequacy regulations require savings
institutions  such as Wyman  Park to meet three  minimum  capital  standards:  a
"core"  capital  requirement  of between 3% and 5% of adjusted  total assets,  a
"tangible"  capital  requirement  of  1.5%  of  adjusted  total  assets,  and  a
"risk-based"  capital  requirement  of 8% of total  risk-based  capital to total
risk-weighted  assets.  In addition,  the OTS has adopted  regulations  imposing
certain  restrictions  on  savings  institutions  that  have a total  risk-based
capital ratio of less than 8%, a ratio of Tier 1 capital to risk-weighted assets
of less than 4% or a ratio of Tier 1 capital to total assets of less than 4% (or
3% if the institution is rated composite 1 under the CAMELS  examination  rating
system). See "--Prompt Corrective Regulatory Action."

     The following table sets forth Wyman Park's  compliance with its regulatory
capital requirements as of June 30, 1999.
<TABLE>
<CAPTION>

                                    WYMAN PARK'S           CAPITAL
                                      CAPITAL            REQUIREMENTS       EXCESS CAPITAL
                                 ----------------   -----------------   --------------------
                                  AMOUNT   PERCENT    AMOUNT  PERCENT     AMOUNT     PERCENT
                                  ------   -------    ------  -------     ------     -------
<S>                              <C>        <C>     <C>         <C>     <C>            <C>
Tangible capital.........        9,850,000  14.0%   1,058,000   1.5%    $8,792,000     12.5%
Core capital..............       9,850,000  14.0    2,116,000   3.0      7,734,000     11.0
Total Risk-based capital        10,133,000  27.9    2,907,000   8.0      7,226,000     19.9
</TABLE>

     Prompt  Corrective  Regulatory  Action.  The Federal Deposit  Insurance Act
("FDI Act") requires the federal  banking  regulators to take prompt  corrective
action in respect of depository  institutions  that do not meet certain  minimum
capital  requirements,  including  a  leverage  limit and a  risk-based  capital
requirement.  The  federal  bank  regulators,  including  the OTS,  have  issued
regulations that classify insured depository  institutions by capital levels and
provide that the applicable agency will take various prompt  corrective  actions
to resolve  the  problems of any

                                       14
<PAGE>

institution that fails to satisfy the capital standards.  Under the joint prompt
corrective action regulations,  a "well-capitalized"  institution is one that is
not subject to any  regulatory  order or directive to meet any specific  capital
level and that has or exceeds the following  capital levels:  a total risk-based
capital  ratio of 10%, a Tier 1 risk-based  capital  ratio of 6%, and a ratio of
Tier 1  capital  to  total  assets  ("leverage  ratio")  of 5%.  An  "adequately
capitalized"  institution is one that does not qualify as "well capitalized" but
meets or exceeds the following capital requirements:  a total risk-based capital
of 8%, a Tier 1 risk-based  capital ratio of 4%, and a leverage  ratio of either
(i) 4% or  (ii) 3% if the  institution  has the  highest  composite  examination
rating.   An   institution   not   meeting   these   criteria   is   treated  as
"undercapitalized,"    "significantly    undercapitalized,"    or    "critically
undercapitalized"  depending on the extent to which its capital levels are below
these   standards.   An   institution   that  falls  within  any  of  the  three
"undercapitalized"  categories  will be  subject to  certain  severe  regulatory
sanctions required by the FDI Act and the implementing  regulations.  As of June
30, 1999, Wyman Park was "well-capitalized" as defined by the regulations.

     Qualified  Thrift  Lender Test.  The Home Owners' Loan Act ("HOLA") and OTS
regulations  require all savings  institutions  to satisfy one of two  Qualified
Thrift  Lender  ("QTL")  tests or to  suffer a number  of  sanctions,  including
restrictions on activities.  A savings institution must maintain its status as a
QTL on a  monthly  basis in at least  nine out of every 12  months.  An  initial
failure to qualify as a QTL  results  in a number of  sanctions,  including  the
imposition of certain  operating  restrictions  and a  restriction  on obtaining
additional  advances from its Federal Home Loan Bank.  If a savings  institution
does not  requalify  under the QTL test within the  three-year  period  after it
fails  the QTL  test,  it  would be  required  to  terminate  any  activity  not
permissible  for  a  national  bank  and  repay  as  promptly  as  possible  any
outstanding  advances from its Federal Home Loan Bank. In addition,  the holding
company of such an institution would similarly be required to register as a bank
holding  company with the Federal  Reserve Board.  At June 30, 1999,  Wyman Park
qualified as a QTL.

     Limitations on Capital  Distributions.  OTS regulations  impose limitations
upon capital  distributions  by savings  institutions,  such as cash  dividends,
payments to repurchase or otherwise acquire its shares, payments to stockholders
of another  institution  in a cash-out  merger and other  distributions  charged
against  capital.  Under the OTS  capital  distribution  regulations,  a savings
institution   that  qualifies  for  expedited   treatment  of   applications  by
maintaining specified supervisory  examination ratings and that is not otherwise
restricted in making capital  distributions  may,  without prior approval by the
OTS, make capital  distributions  during a calendar year equal to its net income
for such year plus its retained net income for the preceding two years.  Capital
distributions  in excess of such  amount are subject to prior OTS  approval.  In
addition,  even if a proposed capital distribution is less than the above limit,
a  savings  institution  must  give  notice  to the OTS at least 30 days  before
declaration of a capital distribution to its holding company.

     Under the OTS's prompt corrective action  regulations,  Wyman Park would be
prohibited   from   paying   dividends   if  Wyman  Park  were   classified   as
"undercapitalized"   under  such  rules.  See  "--Prompt  Corrective  Regulatory
Action."  Further,  earnings of Wyman Park appropriated to bad debt reserves and
deducted  for  federal  income tax  purposes  are not  available  for payment

                                       15
<PAGE>

of dividends or other  distributions  to Wyman Park without  payment of taxes at
the then  current tax rate by Wyman Park on the amount of earnings  removed from
the reserves for such distributions.

     Transactions with Affiliates and Insiders. Generally,  transactions between
a savings  association or its subsidiaries and its affiliates are required to be
on terms as favorable to the association as transactions with non-affiliates. In
addition,  certain of these  transactions,  such as loans to an  affiliate,  are
restricted to a percentage  of the  association's  capital.  Affiliates of Wyman
Park include the Holding  Company and any company  that is under common  control
with the  Association.  In addition,  a savings  association may not lend to any
affiliate  engaged in activities not  permissible  for a bank holding company or
acquire the securities of most  affiliates.  The OTS has the discretion to treat
subsidiaries of savings associations as affiliates on a case by case basis.

     Certain  transactions with directors,  officers or controlling  persons are
also  subject to  conflict of interest  regulations  enforced by the OTS.  These
conflict of interest  regulations and other statutes also impose restrictions on
loans to such persons and their  related  interests.  Among other  things,  such
loans must  generally  be made on terms that are  substantially  the same as for
loans to unaffiliated individuals.

     Reserve  Requirements.  The Federal  Reserve Board  requires all depository
institutions  to  maintain  noninterest  bearing  reserves at  specified  levels
against  their  transaction  accounts  (primarily  checking,  NOW and  Super NOW
checking  accounts).  At June 30, 1999,  Wyman Park was in compliance with these
reserve requirements.

     Liquidity  Requirements.  Wyman  Park is  required  by OTS  regulations  to
maintain an average daily balance of liquid assets.  The current  minimum liquid
asset ratio  required by the OTS is 4% of a liquidity  base as defined under OTS
regulations.  For the quarter ended June 30, 1999,  Wyman Park was in compliance
with the requirement, with an average daily liquidity ratio of 29.3%.

     Federal Home Loan Bank System.  The Federal Home Loan Bank System  consists
of 12 district  Federal Home Loan Banks subject to supervision and regulation by
the Federal Housing Finance Board ("FHFB").  The Federal Home Loan Banks provide
a central credit facility primarily for member institutions.  As a member of the
FHLB,  Wyman Park is required to acquire and hold shares of capital stock in the
FHLB in an amount at least equal to 1% of the aggregate  unpaid principal of its
home mortgage loans,  home purchase  contracts,  and similar  obligations at the
beginning  of each year,  or 1/20 of its  advances  (borrowings)  from the FHLB,
whichever is greater.  Wyman Park was in compliance with this requirement,  with
an investment in FHLB stock at June 30, 1999 of $508,500.

REGULATION OF THE COMPANY

     The  Company  is a unitary  savings  and loan  holding  company  subject to
regulatory  oversight  by the OTS. As such,  the Company is required to register
and file reports with the

                                       16
<PAGE>

OTS and is subject to regulation and  examination  by the OTS. In addition,  the
OTS has enforcement  authority over the Company and its non-savings  association
subsidiaries,  which permits the OTS to restrict or prohibit activities that are
determined to be a serious risk to the subsidiary savings association.

     As a unitary savings and loan holding company, the Company generally is not
subject to  activity  restrictions.  If the Company  were to acquire  control of
another savings association as a separate subsidiary, it would become a multiple
savings and loan holding  company,  and the activities of the Company and any of
its  subsidiaries  (other  than  Wyman  Park or any other  SAIF-insured  savings
association)  would  become  subject  to such  restrictions  unless  such  other
associations  each  qualify  as  a  QTL  and  were  acquired  in  a  supervisory
acquisition.

     If Wyman Park fails the QTL test,  the Company  must obtain the approval of
the OTS prior to continuing  after such  failure,  directly or through its other
subsidiaries,  any  business  activity  other than those  approved  for multiple
savings and loan holding companies or their  subsidiaries.  In addition,  within
one year of such failure the Company would be required to register as, and would
become subject to, the restrictions  applicable to bank holding  companies.  The
activities  authorized for a bank holding  company are more limited than are the
activities  authorized  for a  unitary  or  multiple  savings  and loan  holding
company. See "--Qualified Thrift Lender Test."

     The Company must obtain approval from the OTS before  acquiring  control of
any other SAIF-insured  association.  Such acquisitions are generally prohibited
if they  result in a  multiple  savings  and loan  holding  company  controlling
savings  associations  in  more  than  one  state.   However,   such  interstate
acquisitions  are  permitted  based  on  specific  state  authorization  or in a
supervisory acquisition of a failing savings institution.

                                       17
<PAGE>
ITEM 2.   DESCRIPTION OF PROPERTIES

     The following table sets forth information concerning the main office and a
branch office of the Company at June 30, 1999.

                                                    OWNED            NET BOOK
                                     YEAR             OR              VALUE AT
          LOCATION                  OPENED          LEASED(1)      JUNE 30, 1999
   ----------------------------   ----------    ---------------- ---------------

MAIN OFFICE:

11 Ridgely Road                      1977       Land Leased;(2)     $56,600
Lutherville, MD  21093                          Building Owned

BRANCH OFFICE:

7963 Baltimore/Annapolis Blvd.       1981         Leased;(3)            N/A
Glen Burnie, MD  21060

---------------------
(1)      See Note 6 to Notes to Consolidated Financial Statements.
(2)      There are five, five-year options which expire in May 2027.
(3)      Lease expires in November, 2001.

     The Company's  depositor and borrower  customer  files are maintained by an
independent data processing  company.  The net book value of the data processing
and  computer   equipment   utilized  by  the  Company  at  June  30,  1999  was
approximately $19,400.

ITEM 3.   LEGAL PROCEEDINGS

     From time to time, the Company and its  subsidiaries are parties to various
legal  proceedings  incident to its  business.  At June 30, 1999,  there were no
legal  proceedings  which management  anticipates  would have a material adverse
effect on the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was  submitted to a vote of security  holders  during the quarter
ended June 30, 1999.

                                       18
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

     The information  contained under the section  captioned  "Stock Listing and
Price Range of Common Stock" in the Company's 1999 Annual Report to Shareholders
(the  "Annual  Report")  filed as  Exhibit 13 hereto is  incorporated  herein by
reference.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  information  contained in the table captioned  "Selected  Consolidated
Financial  Information" in the Company's Annual Report is incorporated herein by
reference.

ITEM 7.   FINANCIAL STATEMENTS

     The  following  information  appearing in the  Company's  Annual  Report to
Stockholders  for the year ended June 30, 1999, is  incorporated by reference in
this Annual Report on Form 10-KSB and attached hereto as Exhibit 13.

    Report of Independent Auditors
    Consolidated  Statements of Financial Condition as of June 30, 1999 and 1998
    Consolidated Statements of Operations for the Years Ended June 30,  1999 and
      1998
    Consolidated Statements  of  Stockholders'  Equity  for Years Ended June 30,
      1999 and 1998
    Consolidated Statements of Cash Flows for Years Ended June 30, 1999 and 1998
    Notes to Consolidated Financial Statements

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable

                                       19
<PAGE>
                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS

     For  information  concerning  the Board of Directors  of the  Company,  the
information contained under the section captioned "Election of Directors" in the
Company's  definitive  proxy  statement for the Company's 1999 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.

EXECUTIVE OFFICERS

     For  information  concerning  the  executive  officers of the Company,  the
information  contained under the section captioned  "Executive  Officers" in the
Company's  definitive  proxy  statement for the Company's 1999 Annual Meeting of
Shareholders (the "Proxy Statement") is incorporated herein by reference.

COMPLIANCE WITH SECTION 16(A)

     Information  regarding  delinquent  Form 3, 4 or 5 filers  is  incorporated
herein by reference to the section entitled "Section 16(a) Beneficial  Ownership
Reporting Compliance" in the Proxy Statement.

ITEM 10.  EXECUTIVE COMPENSATION

     The  information   contained  under  the  section  captioned  "Election  of
Directors  -- Executive  Compensation"  in the Proxy  Statement is  incorporated
herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  (a)      Security Ownership of Certain Beneficial Owners

                           Information  required  by this  item is  incorporated
                           herein by reference to the section  captioned "Voting
                           Securities  and Principal  Holders of  Securities" in
                           the Proxy Statement.

                  (b)      Security Ownership of Management

                           Information  required  by this  item is  incorporated
                           herein by reference to the sections captioned "Voting
                           Securities and Principal  Holders of Securities"  and
                           "Election of Directors" in the Proxy Statement.

                                       20
<PAGE>
                  (c)      Changes in Control

                           Management of the Company  knows of no  arrangements,
                           including  any pledge by any person of  securities of
                           the  Company,   the  operation  of  which  may  at  a
                           subsequent  date result in a change in control of the
                           registrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  required by this item is incorporated  herein by reference
to the section captioned "Election of Directors" in the Proxy Statement.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (A)   EXHIBITS

                                                                 REFERENCE TO
                                                                PRIOR FILING OR
EXHIBIT                                                         EXHIBIT NUMBER
NUMBER                     DOCUMENT                             ATTACHED HERETO

 3(i)    Certificate of Incorporation                                  *
 3(ii)   Bylaws                                                        *
   4     Instruments defining the rights of security holders,          *
         including debentures
  10     Material Contracts
         (a)  Employment Contract between                              *
              Ernest A. Moretti and the Association
         (b)  Executive Supplemental Retirement Plan                  **
  13     Annual Report to Stockholders                                13
  21     Subsidiaries of Registrant                                   21
  23     Consents of Experts and Counsel                              23
  27     Financial Data Schedule                                      27

-------------
*        Filed as exhibits to the Company's Form SB-2 Registration  Statement as
         initially  filed on September 22, 1997 and  subsequently  amended (File
         No.  333-36119) of the Securities  Act of 1933. All of such  previously
         filed  documents  are  hereby   incorporated  herein  by  reference  in
         accordance with Item 601 of Regulation S-B.
**       Filed as exhibit 10(b) to the Company's  Annual Report on Form 10-K for
         the fiscal year ended June 30, 1998 and is hereby  incorporated  herein
         by reference in accordance with Item 601 of Regulation S-B.

         (B)      REPORTS ON FORM 8-K

     The Company filed a Current  Report on Form 8-K on May 26, 1999 to report a
$6.00  special cash  distribution  payable on June 21, 1999 to  shareholders  or
record as of June 7, 1999. The report is dated May 19, 1999.

                                       21
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 of 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  WYMAN PARK BANCORPORATION, INC.

Date:  9/24/99                    By:  /s/ Ernest A. Moretti
                                       -----------------------------------------
                                       Ernest A. Moretti
                                       (President and Chief Executive Officer)

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

By:  /s/ Ernest A. Moretti                  By:  /s/Ronald W. Robinson
     --------------------------------            -------------------------------
      Ernest A. Moretti                          Ronald W. Robinson,
      (Principal Executive Officer)              (Principal Financial and
                                                    Accounting Officer)

Date:    9/24/99                            Date:    9/24/99

By:  /s/Allan B. Heaver                     By:  /s/ H. Douglas Huether
     --------------------------------            -------------------------------
       Allan B. Heaver,                          H. Douglas Huether, Director
       Chairman of the Board

Date:    9/24/99                            Date:    9/24/99

By:  /s/ John K. White                      By:  /s/ John R. Beever
     --------------------------------            -------------------------------
       John K. White, Director                   John R. Beever, Director

Date:    9/24/99                            Date:    9/24/99

By:  /s/ Albert M. Copp                     By:  /s/ Gilbert D. Marsiglia, Sr.
     --------------------------------            -------------------------------
       Albert M. Copp, Director                  Gilbert D. Marsiglia, Sr.,
                                                   Director

Date:    9/24/99                            Date:    9/24/99

By:  /s/Jay H. Salkin                       By:  /s/ G. Scott Barhight
     --------------------------------            -------------------------------
       Jay H. Salkin, Director                   G. Scott Barhight, Director

Date:    9/24/99                            Date:    9/24/99

                                       22