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 [FEE REQUIRED]

          For the fiscal year ended June 30, 1998

                                       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: $5,174,000.

     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, 1998, was approximately $12.2 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, 1998,  there were 1,011,713 shares issued and outstanding of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Parts II of Form 10-KSB - Annual Report to Stockholders for the fiscal year
ended June 30, 1998.

     Part III of Form  10-KSB -  Portions  of Proxy  Statement  for 1998  Annual
Meeting of Stockholders.


<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  made  with the
approval of an authorized  executive  officer,  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.

Impact of the Year 2000

     The Company has conducted a comprehensive review of its computer systems to
identify  applications  that could be affected by the "Year 2000" issue, and has
developed  an  implementation  plan to address  the issue.  The  Company's  data
processing is performed by a service  provider,  however,  software and hardware
utilized  in-house is under  maintenance  agreements  with third party  vendors,
consequently  the  Company is very  dependent  on those  vendors to conduct  its
business.  The Company has already  contacted each vendor to request time tables
for Year 2000  compliance and expected  costs, if any, to be passed along to the
Company.  To date,  the  Company  has been  informed  that its  primary  service
providers  anticipate  that  all  reprogramming  efforts  will be  completed  by
December 31, 1998, allowing the Company adequate time for testing. Certain other
vendors have not yet responded,  however,  the Company will pursue other options
if it appears that these vendors will be unable to comply.  Management  does not
currently  expect  its  costs  to have a  significant  impact  on its  financial
position or results of operations,  however,  there can be no assurance that the
vendors'  systems will be Year 2000 compliant,  consequently,  the Company could
incur incremental


                                       1
<PAGE>

costs to convert to another  vendor.  The Company has identified  certain of its
hardware and software equipment that will not be Year 2000 compliant and intends
to purchase new  equipment and software  prior to March 31, 1999.  These capital
expenditures are expected to total approximately $10,000.

     The Company. Wyman Park Bancorporation,  Inc. (the "Company") was formed in
September,   1997  by  Wyman  Park  Federal  Savings  &  Loan  Association  (the
"Association"  or "Wyman  Park").  The  acquisition  of the  Association  by the
Company was consummated on January 5, 1998, in connection with the Association's
conversion  from the mutual to the stock  form.  All  references  to the Company
prior  to  January  5,  1998,  except  where  otherwise  indicated,  are  to the
Association.

     At June 30, 1998, the Company had $70.5 million of assets and stockholders'
equity of $14.3 million (or 20.3% of total assets).

     The  executive  offices of the Company are located at 11 West Ridgely Road,
Lutherville,  Maryland 21093,  and its telephone number at that address 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
and a note  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 headquartered 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.



                                       2
<PAGE>


Lending Activities

     Market  Area.  The  Company's  office is  located  at 11 West  Ridge  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. See "-  Originations,  Purchases and Sales of Loans."
The  Company  reserves  the right in the  future to  adjust or  discontinue  any
product offerings to respond to competitive or economic factors.

     Loan  Portfolio  Composition.  The  following  information  concerning  the
composition  of  the  Company's  loan   portfolios  in  dollar  amounts  and  in
percentages (before deductions for loans in process, deferred fees and discounts
and allowances for losses) as of the dates indicated.

<TABLE>
<CAPTION>
                                                           June 30,
                                  ----------------------------------------------------------

                                            1998                            1997
                                  ----------------------------------------------------------

                                   Amount          Percent           Amount          Percent
                                  --------         -------          -------          -------
                                                     (Dollars in Thousands)
Real Estate Loans:
<S>                                <C>              <C>            <C>               <C>   
 One- to four-family .......       $51,779           82.80%        $46,346            82.92%
 Multi-family ..............           362             .58             211              .38
 Commercial ................         6,683           10.69           5,806            10.39
 Construction or development            --              --             150              .27
                                  --------          ------        --------           ------
     Total real estate loans        58,824           94.07          52,513            93.96
                                  --------          ------        --------           ------
Other Loans:                                                                        
 Consumer Loans:                                                                    
  Deposit account loans ....           309             .49             176              .31
  Home equity ..............         3,390            5.42           3,184             5.70
  Home improvement .........            12             .02              16              .03
                                  --------          ------        --------           ------
     Total consumer loans ..         3,711            5.93           3,376             6.04
                                  --------          ------        --------           ------
     Total loans, gross ....        62,535          100.00%         55,889           100.00%
                                  --------          ======        --------           ======
                                                                               
Less:
 Loans in process ..........            --                            (231)
 Deferred fees and discounts          (215)                           (199)
 Allowance for losses ......          (278)                           (270)
                                  --------                         --------
 Total loans receivable, net       $62,042                         $55,189
                                  ========                         ========
</TABLE>


                                       3
<PAGE>


     The following  table shows the composition of the Company's loan portfolios
by fixed- and adjustable-rates at the dates indicated.

<TABLE>
<CAPTION>
                                                          June 30,
                                      ---------------------------------------------------
                                              1998                          1997
                                      ---------------------------------------------------

                                       Amount        Percent        Amount        Percent
                                      -------        -------       --------       ------- 
                                                     (Dollars in Thousands)
<S>                                    <C>            <C>          <C>            <C>   
Fixed-Rate Loans:
 Real estate:
  One- to four-family ..........       $40,122        64.16%       $30,505        54.58%
  Multi-family .................            66          .11             --           --
  Commercial ...................         5,492         8.78          4,596         8.22
  Construction or development ..            --           --            150          .27
                                       -------       ------        -------       ------
     Total real estate loans ...        45,680        73.05         35,251        63.07
 Consumer ......................           321          .51            192          .34
                                       -------       ------        -------       ------
     Total fixed-rate loans ....        46,001        73.56         35,443        63.41
                                       -------       ------        -------       ------

Adjustable-Rate Loans:
 Real estate:
  One- to four-family ..........        11,657        18.64         15,841        28.34
  Multi-family .................           296          .47            211          .38
  Commercial ...................         1,191         1.91          1,210         2.17
                                       -------       ------        -------       ------
     Total real estate loans ...        13,144        21.02         17,262        30.89
 Consumer ......................         3,390         5.42          3,184         5.70
                                       -------       ------        -------       ------
     Total adjustable-rate loans        16,534        26.44         20,446        36.59
                                       -------       ------        -------       ------
     Total loans ...............        62,535       100.00%        55,889       100.00%
                                       -------       ======        -------       ======

Less:
 Loans in process...............            --                        (231) 
 Deferred fees and discounts....          (215)                       (199) 
 Allowance for loan losses......          (278)                       (270) 
                                       -------                     -------  
    Total loans receivable, net.       $62,042                     $55,189  
                                       =======                     =======  
</TABLE>


                                       4
<PAGE>


     The following  schedule  illustrates  the interest rate  sensitivity of the
Company's loan portfolio at June 30, 1998.  Mortgages  which have  adjustable or
renegotiable interest rates are shown as maturing in the period during which the
contract  is due.  The  schedule  does  not  reflect  the  effects  of  possible
prepayments or enforcement of due-on-sale clauses.


<TABLE>
<CAPTION>
                                                           Real Estate
                                          -------------------------------------------
                           
                                                                   Multi-family and
                                          One- to Four-Family         Commercial               Consumer                  Total
                                          --------------------    -------------------     ---------------------     ----------------
                                                      Weighted               Weighted                 Weighted              Weighted
                                                       Average               Average                   Average               Average
                                           Amount       Rate       Amount     Rate        Amount        Rate       Amount     Rate
                                          -------     --------    -------   ---------     -------     ---------    ------   -------
                                                    (Dollars in Thousands)
           Due During
          Years Ending
            June 30,
-----------------------------------
<S>                                       <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>  
1999(1) ............................      $10,694      7.42%      $ 2,225      9.92%      $ 3,699      8.99%      $16,618      8.10%
2000 - 2003 ........................        8,940      6.85         1,078      9.59            12      9.49        10,030      7.15
2004 and following .................       32,145      7.13         3,742      9.15            --        --        35,887      7.34
                                          -------                 -------                 -------                 ------     
                                          $51,779      7.14       $ 7,045      9.46       $ 3,711      8.99       $62,535      7.76
                                          =======                 =======                 =======                 =======    
</TABLE>
----------
(1)  Includes demand loans and loans having no stated maturity.


     The total amount of loans due after June 30, 1998 which have  predetermined
interest  rates is  $46,001,000  while the total  amount of loans due after such
dates which have floating or adjustable interest rates is $16,534,000.


                                       5
<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, 1998,  based on the above,  the Company's  regulatory  loan-to-one  borrower
limit  was  approximately  $1,415,000.  On the same  date,  the  Company  had no
borrowers  with  outstanding  balances in excess of this amount.  As of June 30,
1998,  the largest  dollar  amount of  indebtedness  to one borrower or group of
related  borrowers  was a $641,000 loan secured by raw land for  development  of
residential  homes.  The next two  largest  loans had  outstanding  balances  of
$622,000 and $613,000, respectively, and were secured by a strip shopping center
and a warehouse. Such loans are performing in accordance with their terms.

     Loan  applications  are  accepted by salaried  employees  at the  Company's
offices.  Loan  applications are presented for approval to the Loan or Executive
Loan  Committees  of the Board of Directors  or to the full Board of  Directors,
depending on the loan amount. Generally, the Loan Committee acts with respect to
loan  requests  equal to or less than  $250,000  (except for single  family loan
requests  conforming  to certain  criteria,  as to which the Loan  Committee may
approve  amounts up to $750,000),  while the Executive  Loan Committee acts with
respect to  commercial  loan  requests  for more than  $250,000 up to  $750,000.
Decisions on loan  applications  are made on the basis of detailed  applications
and property  valuations  (consistent with the Company's written lending policy)
by  qualified  independent  appraisers.   The  loan  applications  are  designed
primarily  to  determine  the  borrower's  ability to repay and include  income,
length  of   employment,   past  credit   history  and  the  amount  of  current
indebtedness.  Significant  items on the application are verified through use of
credit reports,  financial  statements,  tax returns and/or  confirmations.  The
Company is an equal opportunity lender.

One- to Four-Family Residential Real Estate Lending

     The  cornerstone  of the  Company's  lending  program  has  long  been  the
origination of long-term  permanent loans secured by mortgages on owner-occupied
one- to four-family residences. At June 30, 1998, $51.8 million, or 82.8% of the
Company's  gross  loan  portfolio  consisted  of  permanent  loans  on  one-  to
four-family  residences.  At that date, the average outstanding residential loan
balance was approximately  $79,000 and the largest outstanding  residential loan
had a principal  balance of $335,000.  Virtually  all of the  residential  loans
originated  by the Company are secured by  properties  located in the  Company's
market area. See "- Originations, Purchases and Sales of Loans."

     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.  Beginning  in the  mid-1980s,  in order to reduce its exposure to
changes in  interest  rates,  the Company  began to  originate  adjustable  rate
mortgage loans ("ARMs"),  subject to market conditions and consumer  preference.
The  Company  has  from  time to time  sold  some of its ARM  production,  which
conforms to standards  promulgated by the Federal Home Loan Mortgage Corporation
("FHLMC"),  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 



                                       6
<PAGE>

maturities of up to 30 years. At June 30, 1998, the Company had $40.1 million of
fixed-rate permanent residential loans, constituting 64.2% of the Company's loan
portfolio at such date. See  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations -  Asset/Liability  Management  contained in
the Annual Report to Shareholders."

     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 FHLMC  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  assumable.  At June 30,  1998,  the total
balance of one- to four-family ARMs was $11.7 million, or 18.6% of the Company's
loan portfolio.

     As a service to its older customers,  the Company also has originated,  and
thereafter sold, reverse  mortgages,  enabling the "homeowner" to utilize equity
values that have built up in the underlying property.

     As discussed  above, the Company  evaluates both the borrower's  ability to
make principal,  interest and escrow payments and the value of the property that
will secure the loan.  The Company  originates  residential  mortgage loans with
loan-to-value ratios up to 97%. 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.

     The Company  requires title insurance on its mortgage loans as well as fire
and  extended  coverage  casualty  insurance  in amounts  at least  equal to the
principal  amount  of the loan or the  value of  improvements  on the  property,
depending on the type of loan.  The Company  also  requires  flood  insurance to
protect the property  securing  its  interest  when the property is located in a
flood plain.

     The Company's  residential  mortgage loans customarily  include due-on-sale
clauses  giving the Company the right to declare  the loan  immediately  due and
payable in the event that,  among other things,  the borrower sells or otherwise
disposes of the property subject to the mortgage and the loan is not repaid.


                                       7
<PAGE>


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, 1998, the Company had no construction
loans.

     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 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,
1998, the Company's  largest  commercial real estate loan totaled  $641,000.  At
that date, the Company had 27 other commercial real estate loans, all totaling

 
                                       8
<PAGE>


$6.7 million or 10.7% of gross loans  receivable.  As of June 30, 1998,  none of
these loans were non-performing.

     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.

     Appraisals on properties  securing  commercial real estate loans originated
by the Company are  performed by a qualified  independent  appraiser at the time
the loan is made. In addition, the Company's  underwriting  procedures generally
require  verification  of the borrower's  credit  history,  income and financial
statements,  banking relationships and income projections or operating histories
for the property.  Personal  guarantees are generally obtained for the Company's
commercial real estate loans.

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

     The table  below  sets forth by type of  security  property  the  estimated
number,  loan amount and  outstanding  balance of the Company's  commercial real
estate loans at June 30, 1998.

                                                                     Outstanding
                                            Number of    Original     Principal
                                              Loans     Loan Amount    Balance
                                           ----------   -----------  -----------
                                                  (Dollars in Thousands)
Office ............................             12         $2,041         $1,763
Retail ............................              5          2,085          1,843
Small industrial ..................              2            535            459
Warehouse .........................              4          1,518          1,234
Apartment .........................              1             83             55
Land ..............................              4          1,517          1,329
                                            ------         ------         ------
   Total ..........................             28         $7,779         $6,683
                                            ======         ======         ======

     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.

                                       9
<PAGE>


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,  1998,  loans  secured  by  multi-family
properties aggregated $362,000, or .6% of the Company's gross loans receivable.

     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

     Management  believes that offering  consumer loan products  helps to expand
the Company's customer base and to create stronger ties to its existing customer
base.  In addition,  because  consumer  loans  generally  have shorter  terms to
maturity and carry higher rates of interest than do residential  mortgage loans,
they can be valuable  asset/liability  management  tools. The Company  currently
originates  substantially  all of its consumer loans in its market area. At June
30,  1998,  the  Company's  consumer  loans  totaled $3.7 million or 5.9% of the
Company's gross loan portfolio.

     The Company offers a variety of consumer loans,  including loans secured by
savings  deposits  and home  equity  lines of credit as well as  unsecured  home
improvement loans.

     The largest component of the Company's consumer lending program is its home
equity line. At June 30, 1998, home equity loans totaled $3.4 million or 5.4% of
gross loans  receivable.  The Company  also  employs its  standard  underwriting
criteria  discussed  above in deciding  whether to extend credit.  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 80% of the appraised value
of the  property  securing  the loan.  At June 30,  1998,  the  Company had $5.8
million of funds committed, but undrawn, under such lines. Home equity loans are
adjustable in nature, floating at a stated margin above prime.

     The terms of other types of consumer  loans vary  according  to the type of
collateral,  length  of  contract  and  creditworthiness  of the  borrower.  The
underwriting  standards  employed by the Company for  consumer  loans  include a
determination  of  the  applicant's  payment  history  on  other  debts  and  an
assessment of the borrower's ability to meet payments on the proposed loan along
with his  existing  obligations.  In  addition  to the  creditworthiness  of the
applicant,  the underwriting  process also includes a comparison of the value of
the security, if any, in relation to the proposed loan amount.

     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.



                                       10
<PAGE>


Originations, Purchases and Sales of Loans

     The  Company  originates  real  estate and other  loans  through  employees
located at the Company's  offices.  Walk-in  customers  and  referrals  from its
current customer base, advertisement, real estate brokers, mortgage loan brokers
and  builders are also  important  sources of loan  originations  as well as the
Company's  internet  web-site  (www.wymanpark.com).  The  Company  utilizes  the
services  of  mortgage  or loan  brokers  from time to time.  While  generally a
portfolio lender, the Company may in the future evaluate loan sale opportunities
as they arise and make sales depending on market conditions.

     The  following  table  shows  the  loan  origination,  purchase,  sale  and
repayment activities of the Company for the periods indicated.

                                                         Year Ended June 30,
                                                      --------------------------
                                                         1998            1997
                                                      --------------------------
                                                         (Dollars in Thousands)
Originations by type:
 Adjustable rate:
  Real estate - one- to four-family ............       $  4,492        $  2,843
                  - multi-family ...............            165              90
                  - commercial .................             --           1,100
                                                       --------        --------
         Total adjustable-rate .................          4,657           4,033
                                                       --------        --------
 Fixed rate:
  Real estate - one- to four-family ............         11,493           3,907
                  - commercial .................             41             936
  Non-real estate - consumer ...................            277              18
                                                       --------        --------
         Total fixed-rate ......................         11,811           4,861
                                                       --------        --------
         Total loans originated ................         16,468           8,894
                                                       --------        --------

Purchases:
  Real estate - one- to four-family ............             --             983
                  - commercial .................          1,560             805
                                                       --------        --------
         Total loans purchased .................          1,560           1,788
                                                       --------        --------

Sales and Repayments:
  Real estate - one- to four-family ............            711             395
                  - commercial .................             --             900
                                                       --------        --------
         Total loans sold ......................            711           1,295
  Principal repayments .........................          9,729           7,177
                                                       --------        --------
         Total reductions ......................         10,440           8,472
Decrease in other items, net ...................           (735)           (265)
                                                       --------        --------
         Net increase ..........................       $  6,853        $  1,945
                                                       ========        ========


Delinquencies and Non-Performing Assets

     Loan Portfolio Management. When a borrower fails to make a required payment
on a loan,  the  Company  attempts  to  cause  the  delinquency  to be  cured by
contacting the borrower.  A late notice is generated on all loans over 15 and 30
days delinquent. Another late notice is sent 60 days after the due date followed
by telephone contact.

                                       11
<PAGE>


     If the  delinquency  is not cured by the 65th day, the customer is provided
written  notice that the account will be referred to counsel for  collection and
foreclosure, if necessary. A good faith effort by the borrower at this time will
defer  foreclosure  for a  reasonable  length of time  depending  on  individual
circumstances.  After 90 days, foreclosure proceedings are generally instituted.
The  Company  may agree to accept a deed in lieu of  foreclosure.  If it becomes
necessary to foreclose,  the property is sold at public sale and the Company may
bid on the property to protect its interest.

     Unsecured  consumer loans are charged off if they remain delinquent for 120
days unless the  borrower and lender  agree on a payment  plan.  If terms of the
plan are not met, they are then subject to charge off.

     Real  estate  acquired  by  the  Company  as a  result  of  foreclosure  is
classified  as real estate owned until it is sold.  When property is acquired by
foreclosure,  it is recorded at the lower of cost or estimated fair value,  less
estimated  selling  costs,  at the  date  of  acquisition,  and  any  write-down
resulting  therefrom is charged to the  allowance  for loan  losses.  Subsequent
decreases  in the value of the property  are charged to  operations  through the
creation of a valuation  allowance.  After  acquisition,  all costs  incurred in
maintaining  the property are expensed.  Costs relating to the  development  and
improvement of the property, however, are capitalized to the extent of estimated
fair value less estimated costs to sell.

     The following table sets forth the Company's loan delinquencies by type, by
amount and by percentage of type at June 30, 1998.

<TABLE>
<CAPTION>
                                                         Loans Delinquent For:
                                         ------------------------------------------------------------   ----------------------------
                                                 60-89 Days             90 Days and Over                   Total Delinquent Loans
                                         ------------------------------------------------------------   ----------------------------
                                                            Percent                          Percent                        Percent
                                                            of Loan                          of Loan                        of Loan
                                         Number   Amount    Category     Number   Amount     Category      Number   Amount  Category
                                         ------   ------    --------     ------   ------     --------      ------   ------  --------
Real Estate:
<S>                                          <C>   <C>         <C>           <C>     <C>       <C>              <C>   <C>      <C> 
  One- to four-family ...........            6      $463       .89%          1       $25       .05%             7     $488     .94%
                                         ------   ------                ------    ------                   ------   ------  --------
     Total ......................            6      $463       .75%          1       $25       .04%             7     $488     .79%
                                         ======   ======                ======    ======                   ======   ======  ========
</TABLE>


     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
become  doubtful.  Foreclosed  assets include  assets  acquired in settlement of
loans.

                                                            June 30,
                                                     ---------------------
                                                       1998         1997
                                                     ----------  ---------
                                                     (Dollars in Thousands)
Non-accruing loans:
  One- to four family ............................     $ 25         $176
                                                       ----         ----

Total non-performing assets ......................     $ 25         $176
                                                       ====         ====
Total as a percentage of total assets............       .04%         .28%
                                                       ====         ====


                                       12

<PAGE>


     For the year ended June 30,  1998 gross  interest  income  which would have
been recorded had the  non-accruing  loans been current in accordance with their
original  terms  amounted to $3,659.  The amount  that was  included in interest
income on such loans was $2,389 for the year ended June 30, 1998.

     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: 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, 1998, the
Company had one loan classified substandard with total principal of $25,000.

     Other  Assets  of  Concern.   In  addition  to  non-performing   loans  and
substandard  loans  discussed  above,  as of June 30, 1998,  the Company had six
loans totaling $463,000,  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, 1998,  the Company's  allowance for loan losses as a percent
of gross loans receivable and as a percent of  non-performing  loans amounted to
 .4% and 1,112%, respectively.  In light of the level of non-performing assets to
total  assets  and the  nature of these  assets,  management  believes  that the
allowance for loan losses is adequate.  While  management  believes that it uses
the 

                                       13

<PAGE>


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.

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


                                                       Year Ended June 30,
                                                     ---------------------
                                                        1998       1997
                                                     ----------  ---------
                                                     (Dollars in Thousands)

Balance at beginning of period ....................     $270       $125
                                                       
Charge-offs:
  Commercial real estate ..........................      --          --
                                                        ----       ----
                                                       
Net charge-offs ...................................      --          --
Additions charged to operations ...................        8        145
                                                        ----       ----
Balance at end of period ..........................     $278       $270
                                                        ====       ====
                                                       
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,
                                      -----------------------------------------------------------------------------------
                                                        1998                                      1997
                                      ---------------------------------------  ------------------------------------------
                                                      Percent                                    Percent
                                                      of Loans                                  of Loans
                                         Loan         in Each                       Loan         in Each
                                       Amount of      Amounts      Category       Amount of      Amounts        Category
                                       Loan Loss         by        to Total       Loan Loss         by          to Total
                                       Allowance      Category      Loans         Allowance      Category        Loans
                                      ----------- -------------- -------------- ------------- -------------- ------------
                                                                    (Dollars in Thousands)
<S>                                    <C>            <C>             <C>           <C>            <C>             <C>   
One- to four-family ................   $    27        $51,779         82.80%        $    25        $46,346         82.92%
Multi-family .......................      --              362           .58            --              211           .38
Commercial real estate .............        64          6,683         10.69              56          5,806         10.39
Construction or  development .......      --             --            --              --              150           .27
Consumer ...........................      --            3,711          5.93            --            3,376          6.04
Unallocated ........................       187           --            --               189           --            --
                                       -------        -------        ------         -------        -------        ------
     Total .........................   $   278        $62,535        100.00%        $   270        $55,889        100.00%
                                       =======        =======        ======         =======        =======        ======
</TABLE>


                                       14

<PAGE>


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, 1998, the 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,  1998,  the
Company's  liquidity  ratio (liquid  assets as a percentage of net  withdrawable
savings and current  borrowings) was 18.7% 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.  There were no sales of investment securities in
fiscal 1998 or 1997.  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,
                                                          --------------------------------------------------------
                                                                   1998                            1997
                                                          -------------------------- -----------------------------
                                                             Book         % of            Book            % of
                                                            Value         Total           Value          Total
                                                          ---------- --------------- ---------------- ------------
                                                                          (Dollars in Thousands)
<S>                                                         <C>           <C>           <C>              <C>   
Investment securities:
  Federal agency obligations .........................      $  --            -- %         $2,992          85.44% 
                                                            ------        ------          ------         ------  
     Subtotal ........................................         --            --            2,992          85.44  
  FHLB stock .........................................         510        100.00             510          14.56  
                                                            ------        ------          ------         ------  
     Total investment securities and FHLB stock ......      $  510        100.00%         $3,502         100.00% 
                                                            ======        ======          ======         ======  
Average remaining life of investment securities ......         --                       1.3 years                
                                                                                                                 
Other interest-earning assets:                                                                                   
  Interest-bearing deposits with banks ...............      $2,071         31.18%         $1,093          57.05% 
  Federal funds sold .................................       4,571         68.82             823          42.95  
                                                            ------        ------          ------         ------  
     Total ...........................................      $6,642        100.00%         $1,916         100.00% 
                                                            ======        ======          ======         ======  
Mortgage-backed securities:                                                                                      
  FNMA ...............................................      $    2           .70%         $    2            .56% 
  FHLMC ..............................................         282         99.30             354          99.44  
                                                            ------        ------          ------         ------  
     Total mortgage-backed securities ................      $  284        100.00%         $  356         100.00% 
                                                            ======        ======          ======         ======  
</TABLE>

                                       15


<PAGE>


     Mortgage-Backed  Securities.  The  Company  has  a  $284,000  portfolio  of
mortgage-backed  securities,  all of which are insured or guaranteed by FHLMC or
the Federal National Mortgage Company ("FNMA"). Accordingly, management believes
that the Company's mortgage-backed  securities are generally resistant to credit
problems.  Because these  securities  represent a  passthrough  of principal and
interest from underlying  individual  thirty year mortgages,  such securities do
present  prepayment risk. Any such individual  security contains  mortgages that
can be prepaid at any time over the life of the security.  In a rising  interest
rate  environment  the  underlying  mortgages  are likely to extend  their lives
versus a stable or declining rate environment.  A declining rate environment can
result in rapid  prepayment.  There is no certainty  as to the security  life or
speed of prepayment. The geographic makeup and correlated economic conditions of
the underlying mortgages also play an important role in determining  prepayment.
In addition to  prepayment  risk,  interest rate risk is inherent in holding any
debt  security.  As interest  rates rise the value of the security  declines and
conversely   as  interest   rates   decline   values   rise.   Adjustable   rate
mortgage-backed  securities  have the  advantage of moving their  interest  rate
within  limits  with  the  contractual  index  used,  subject  to  the  risk  of
prepayment.  All  of  the  adjustable  rate  mortgage-backed  securities  in the
portfolio are tied to the One Year Constant  Maturity Treasury Index and all are
considered  held for  investment.  The market  valuation  does not  consequently
present a direct impact on equity.

     Mortgage-backed  securities  can serve as collateral  for  borrowings  and,
through  sales  and  repayments,  as a  source  of  liquidity.  For  information
regarding  the  carrying  and  market  values of the  Company's  mortgage-backed
securities  portfolio,  see  Note  3 of  the  Notes  to  Consolidated  Financial
Statements. Under the Company's risk-based capital requirement,  mortgage-backed
securities  have a risk weight of 20% in contrast to the 50% risk weight carried
by residential loans. See "Regulation."

     The following table sets forth the contractual  maturities of the Company's
mortgage-backed securities at June 30, 1998.


                                                        Due in    June 30, 1998
                                                       10 to 20      Balance
                                                         Years     Outstanding
                                                       --------   -------------
                                                            (In Thousands)

Federal Home Loan Mortgage Corporation .............      $282         $282
Federal National Mortgage Association ..............         2            2
                                                          ----         ----
     Total .........................................      $284         $284
                                                          ====         ====

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.

     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,


                                       16
<PAGE>

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, 1998,  27.9% of the Company's
deposits were in transaction accounts, versus 72.1% in certificates.

     The Company has become  more  susceptible  to  short-term  fluctuations  in
deposit  flows,  as customers  have become more  interest  rate  conscious.  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.

     The following  table sets forth the savings flows at the Company during the
periods indicated.


                                                      Year Ended June 30,
                                                 -----------------------------
                                                   1998                1997
                                                 -----------------------------
                                                     (Dollars in Thousands)

Opening balance ......................           $ 56,097             $ 57,871
Deposits .............................             65,445               53,394
Withdrawals ..........................            (70,212)             (57,930)
Interest credited ....................              2,688                2,762
                                                 --------             --------

Ending balance .......................           $ 54,018             $ 56,097
                                                 ========             ========

Net decrease .........................           $ (2,079)            $ (1,774)
                                                 ========             ========

Percent decrease .....................              (3.71)%              (3.07)%
                                                 ========             ========



                                       17
<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.


                                                     Year Ended June 30,
                                            ------------------------------------
                                                 1998                1997
                                            ------------------------------------
                                                    Percent             Percent
                                            Amount  of Total    Amount  of Total
                                            ------  --------    ------  --------
                                                  (Dollars in Thousands)
Transactions and Savings Deposits:

Commercial Demand 0% ...................   $   560     1.04%   $   587     1.05%
Passbook Accounts 2.96% ................     5,612    10.39      6,027    10.74
NOW Accounts 1.75% .....................     1,845     3.41      1,615     2.88
Money Market Accounts 3.10% ............     7,024    13.00      7,627    13.59
                                           -------   ------    -------   ------

Total Non-Certificates .................    15,041    27.84     15,856    28.26
                                           -------   ------    -------   ------

Certificates:

 4.00 - 5.99% ..........................   $23,442    43.38%   $26,366    46.99%
 6.00 - 7.99% ..........................    15,348    28.40     13,492    24.04
 8.00 - 9.99% ..........................       187      .35        383      .68
                                           -------   ------    -------   ------

Total Certificates .....................    38,977    72.13     40,241    71.71
                                           -------   ------    -------   ------
Accrued Interest .......................        17      .03         19      .03
                                           -------   ------    -------   ------
Total Deposits .........................   $54,035   100.00%   $56,116   100.00%
                                           =======   ======    =======   ======



                                       18
<PAGE>



     The following table shows rate and maturity information for the
Association's certificates of deposit as of June 30, 1998.

<TABLE>
<CAPTION>
                                  4.00-     6.00-       8.00-              Percent
                                  5.99%     7.99%       9.99%     Total   of Total
                                --------------------------------------------------
                                               (Dollars in Thousands)
<S>                             <C>        <C>        <C>        <C>       <C>
Certificate accounts maturing
in quarter ending:

September 30, 1998 ..........   $ 5,856    $    65    $   165    $ 6,086    15.61%
December 31, 1998 ...........     4,867         14          4      4,885    12.53
March 31, 1999 ..............     2,982        440         18      3,440     8.83
June 30, 1999 ...............     2,604      1,002         --      3,606     9.25
September 30, 1999 ..........     1,166      3,022         --      4,188    10.74
December 31, 1999 ...........       815      2,582         --      3,397     8.72
March 30, 2000 ..............       751      3,076         --      3,827     9.82
June 30, 2000 ...............     1,227      1,327         --      2,554     6.55
September 30, 2000 ..........       302        153         --        455     1.17
December 31, 2000 ...........       495        128         --        623     1.60
March 31, 2001 ..............       418         99         --        517     1.33
June 30, 2001 ...............       138          7         --        145      .37
Thereafter ..................     1,821      3,433         --      5,254    13.48
                                -------    -------    -------    -------   ------

   Total ....................   $23,442    $15,348    $   187    $38,977   100.00%
                                =======    =======    =======    =======   ======

   Percent of total .........     60.14%     39.38%      .48%
                                =======    =======    ======
</TABLE>



     At June  30,  1998  the  Association  had  approximately  $4.2  million  in
certificate accounts in amounts of $100,000 or more maturing as follows:


                                                                   Weighted
                       Maturity Period             Amount        Average Rate
---------------------------------------------   ------------    --------------
                                                           (Dollars in
                                                            thousands)

Three months or less .....................          $  330          5.29%
Over three through six months ............             412          5.40
Over six through 12 months ...............           1,211          5.69
Over 12 months ...........................           2,215          6.50
                                                    ------
Total ....................................          $4,168          6.06%
                                                    ======



                                       19
<PAGE>


     The following table indicates the amount of the Association's  certificates
of deposit and other  deposits by time  remaining  until maturity as of June 30,
1998.

<TABLE>
<CAPTION>
                                                                        Maturity
                                                    -----------------------------------------------
                                                                Over     Over
                                                    3 Months   3 to 6   6 to 12    Over
                                                    or Less    Months    Months  12 months   Total
                                                    -------    ------    ------  ---------   -----
<S>                                                 <C>       <C>       <C>       <C>       <C>    
Certificates of deposit less than $100,000 ....     $ 5,756   $ 4,473   $ 5,835   $18,745   $34,809
                                                    
Certificates of deposit of $100,000 or more ...         330       412     1,211     2,215     4,168
                                                    -------   -------   -------   -------   -------
                                                    
Total certificates of deposit .................     $ 6,086   $ 4,885   $ 7,046   $20,960   $38,977
                                                    =======   =======   =======   =======   =======
</TABLE>

     For additional  information  regarding the composition of the Association's
deposits, see Note 7 of Notes to Consolidated Financial Statements.

     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  $8.0 million at June 30,
1998.

     The Association  did not have any outstanding  borrowings at the end of the
last two fiscal years,  although the  Association did borrow $2 million from the
FHLB of Atlanta during fiscal 1998.

Service Corporations

     As a federally  chartered savings  association,  Wyman Park is permitted by
OTS regulations to invest up to 2% of its assets, or approximately  $1.3 million
at  June  30,  1998,  in  the  stock  of,  or  loans  to,  service   corporation
subsidiaries.  As of such date,  the  Company  had one  investment  in a service
corporation,  WP Financial Corporation,  which engages in the sale of annuities.
The  income  derived  from  WP  Financial  Corporation  is not  material  to the
Association's results of operations.

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  Association  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 


                                       20
<PAGE>

same  community.  The ability of the  Association 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  Association  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, 1998, the Association had in
excess 60  financial  institutions  competing  with it in its market  area.  The
Association estimates its market share of savings deposits in its market area to
be approximately 11.4%.

Employees

     At June 30, 1998, the Association had a total of 16 full-time employees and
no part-time employees.  None of the Association's  employees are represented by
any collective bargaining group.  Management considers its employee relations to
be good.


                                   REGULATION

General

     Wyman Park is a federally  chartered savings  association,  the deposits of
which are  federally  insured  and  backed by the full  faith and  credit of the
United States  Government.  Accordingly,  Wyman Park is subject to broad federal
regulation and oversight extending to all its operations. Wyman Park is a member
of the FHLB of Atlanta and is subject to certain limited regulation by the Board
of Governors of the Federal Reserve System  ("Federal  Reserve  Board").  As the
savings and loan  holding  company of Wyman Park,  the Holding  Company  also is
subject to federal  regulation and  oversight.  The purpose of the regulation of
the Holding Company and other holding companies is to protect subsidiary savings
associations.  Wyman Park is a member of the SAIF,  which  together with the BIF
are the two deposit  insurance funds  administered by the FDIC, and the deposits
of Wyman  Park are  insured  by the  FDIC.  As a  result,  the FDIC has  certain
regulatory and examination authority over Wyman Park.

     Certain of these  regulatory  requirements  and  restrictions are discussed
below or elsewhere in this document.

Federal Regulation of Savings Associations

     The  OTS  has   extensive   authority   over  the   operations  of  savings
associations. As part of this authority, Wyman Park is required to file periodic
reports with the OTS and is subject to periodic  examinations by the OTS and the
FDIC. The last regular OTS  examination of Wyman Park was as of December,  1996.
Under agency scheduling  guidelines,  it is likely that another examination will
be initiated in the near future.  When these  examinations  are conducted by the
OTS and the FDIC,  the  examiners  may  require the  Association  to provide for
higher  general or specific loan loss  reserves.  All savings  associations  are
subject to a semi-annual assessment,  based upon the savings association's total
assets,  to fund the operations of the OTS. The Association's OTS assessment for
the fiscal year ended June 30, 1998 was $22,000.



                                       21
<PAGE>

     The  OTS  also  has  extensive   enforcement  authority  over  all  savings
institutions and their holding companies,  including Wyman Park and the Company.
This enforcement  authority includes,  among other things, the ability to assess
civil  money  penalties,  to issue  cease-and-desist  or  removal  orders and to
initiate  injunctive  actions.  In  general,  these  enforcement  actions may be
initiated  for  violations  of  laws  and  regulations  and  unsafe  or  unsound
practices.  Other  actions or  inactions  may provide the basis for  enforcement
action,  including  misleading or untimely  reports  filed with the OTS.  Except
under certain  circumstances,  public disclosure of final enforcement actions by
the OTS is required.

     In  addition,  the  investment,  lending  and  branching  authority  of the
Association is prescribed by federal laws and it is prohibited  from engaging in
any activities not permitted by such laws. For instance,  no savings institution
may invest in non-investment grade corporate debt securities.  In addition,  the
permissible  level of  investment  by federal  associations  in loans secured by
non-residential real property may not exceed 400% of total capital,  except with
approval of the OTS. Federal savings  associations are also generally authorized
to branch nationwide. Wyman Park is in compliance with the noted restrictions.

     Wyman Park's general permissible lending limit for loans-to-one-borrower is
equal to the  greater of  $500,000  or 15% of  unimpaired  capital  and  surplus
(except for loans fully secured by certain  readily  marketable  collateral,  in
which case this limit is increased to 25% of unimpaired capital and surplus). At
June 30,  1998,  the  Association's  lending  limit under this  restriction  was
$1,415,000.   Wyman  Park  is  in  compliance  with  the   loans-to-one-borrower
limitation.

     The  OTS,  as well as the  other  federal  banking  agencies,  has  adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  asset quality,  earnings  standards,  internal
controls and audit  systems,  interest rate risk exposure and  compensation  and
other  employee  benefits.  Any  institution  which  fails to comply  with these
standards must submit a compliance plan.

Insurance of Accounts and Regulation by the FDIC

     Wyman  Park is a member of the  SAIF,  which is  administered  by the FDIC.
Deposits are insured up to applicable  limits by the FDIC and such  insurance is
backed by the full faith and credit of the United States Government. As insurer,
the FDIC  imposes  deposit  insurance  premiums  and is  authorized  to  conduct
examinations of and to require reporting by FDIC-insured  institutions.  It also
may prohibit any FDIC-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious risk to the SAIF or the BIF.
The FDIC also has the authority to initiate  enforcement actions against savings
associations,  after giving the OTS an opportunity to take such action,  and may
terminate  the deposit  insurance  if it  determines  that the  institution  has
engaged in unsafe or unsound practices or is in an unsafe or unsound condition.

     The FDIC's  deposit  insurance  premiums are assessed  through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine  categories  and  assessed  insurance  premiums  based upon their  level of
capital and supervisory evaluation. Under the system, institutions classified as
well  capitalized  (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to  risk-weighted  assets  ("Tier 1  risk-based  capital") of at
least 6% and a risk-based  capital ratio of at least 10%) and considered healthy
pay the  lowest  premium  while  institutions  that  


                                       22
<PAGE>

are less than adequately  capitalized  (i.e., core or Tier 1 risk-based  capital
ratios  of less  than 4% or a  risk-based  capital  ratio  of less  than 8%) and
considered of  substantial  supervisory  concern pay the highest  premium.  Risk
classification  of all  insured  institutions  is  made  by the  FDIC  for  each
semi-annual assessment period.

     The FDIC is authorized to increase assessment rates, on a semiannual basis,
if it  determines  that the  reserve  ratio of the  SAIF  will be less  than the
designated  reserve  ratio of 1.25% of SAIF insured  deposits.  In setting these
increased  assessments,  the FDIC must seek to restore the reserve ratio to that
designated  reserve  level,  or such higher  reserve ratio as established by the
FDIC.  The FDIC may also impose  special  assessments  on SAIF  members to repay
amounts  borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.

     Effective  January 1, 1997,  the premium  schedule for BIF and SAIF insured
institutions   ranged  from  0  to  27  basis  points.   However,   SAIF-insured
institutions are required to pay a Financing  Corporation (FICO) assessment,  in
order to fund the  interest on bonds  issued to resolve  thrift  failures in the
1980s,  equal to  approximately  6.48  basis  points  for each $100 in  domestic
deposits,   while  BIF-  insured   institutions   pay  an  assessment  equal  to
approximately  1.52  basis  points  for  each  $100 in  domestic  deposits.  The
assessment  is expected to be reduced to 2.43 basis points no later than January
1, 2000,  when BIF insured  institutions  fully  participate in the  assessment.
These  assessments,  which may be  revised  based upon the level of BIF and SAIF
deposits will continue until the bonds mature in the year 2017.

Regulatory Capital Requirements

     Federally insured savings associations, such as Wyman Park, are required to
maintain a minimum level of regulatory capital.  The OTS has established capital
standards,  including a tangible capital requirement,  a leverage ratio (or core
capital)  requirement and a risk-based  capital  requirement  applicable to such
savings associations.  These capital requirements must be generally as stringent
as the  comparable  capital  requirements  for national  banks.  The OTS is also
authorized  to impose  capital  requirements  in excess  of these  standards  on
individual associations on a case-by-case basis.

     The  capital  regulations  require  tangible  capital  of at least  1.5% of
adjusted total assets (as defined by  regulation).  Tangible  capital  generally
includes  common   stockholders'   equity  and  retained  income,   and  certain
noncumulative  perpetual  preferred stock and related income.  In addition,  all
intangible  assets,  other than a limited amount of purchased mortgage servicing
rights,  must be deducted from tangible capital for calculating  compliance with
the  requirement.  At June 30, 1997, the Association did not have any intangible
assets.

     The OTS  regulations  establish  special  capitalization  requirements  for
savings associations that own subsidiaries.  In determining  compliance with the
capital requirements,  all subsidiaries engaged solely in activities permissible
for national  banks or engaged in certain other  activities  solely as agent for
its customers are  "includable"  subsidiaries  that are consolidated for capital
purposes in proportion to the association's  level of ownership.  For excludable
subsidiaries the debt and equity  investments in such  subsidiaries are deducted
from  assets  and  capital.  Wyman  Park  does  not  have  any  non-  includable
subsidiaries.



                                       23
<PAGE>

     At June 30, 1998, Wyman Park had tangible capital of $9.4 million, or 14.0%
of  total  assets,  which  is  approximately  $8.4  million  above  the  minimum
requirement of 1.5% of adjusted total assets in effect on that date.

     The capital  standards  also require  core capital  equal to at least 3% of
adjusted total assets.  Core capital generally consists of tangible capital plus
certain intangible  assets,  including a limited amount of purchased credit card
relationships.  As a result of the prompt corrective action provisions discussed
below,  however, a savings  association must maintain a core capital ratio of at
least  4%  to  be  considered  adequately  capitalized  unless  its  supervisory
condition is such to allow it to maintain a 3% ratio.  At June 30,  1998,  Wyman
Park had no intangibles which were subject to these tests.

     At June 30, 1998,  Wyman Park had core capital  equal to $9.4  million,  or
14.0% of adjusted total assets, which is $7.4 million above the minimum leverage
ratio requirement of 3% as in effect on that date.

     The OTS risk-based  requirement requires savings associations to have total
capital of at least 8% of risk-weighted  assets.  Total capital consists of core
capital,  as defined above, and  supplementary  capital.  Supplementary  capital
consists of certain  permanent  and  maturing  capital  instruments  that do not
qualify as core capital and general  valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the risk-based  requirement  only to the extent of core capital.  The
OTS is  also  authorized  to  require  a  savings  association  to  maintain  an
additional  amount of total capital to account for  concentration of credit risk
and the risk of  non-traditional  activities.  At June 30, 1998,  Wyman Park had
$278,000 of general loss  reserves,  which was less than 1.25% of  risk-weighted
assets.

     Certain  exclusions from capital and assets are required to be made for the
purpose  of  calculating  total  capital.  Such  exclusions  consist  of  equity
investments  (as  defined  by  regulation)  and that  portion  of land loans and
nonresidential  construction  loans in excess of an 80% loan-to-value  ratio and
reciprocal  holdings of qualifying capital  instruments.  Wyman Park had no such
exclusions from capital and assets at June 30, 1998.

     In determining the amount of risk-weighted  assets,  all assets,  including
certain  off-balance sheet items,  will be multiplied by a risk weight,  ranging
from 0% to 100%,  based on the risk inherent in the type of asset.  For example,
the OTS has assigned a risk weight of 50% for prudently  underwritten  permanent
one- to four-family  first lien mortgage loans not more than 90 days  delinquent
and  having a loan to value  ratio of not more  than 80% at  origination  unless
insured to such ratio by an insurer approved by the FNMA or FHLMC.

     OTS  regulations  also  require that  savings  associations  with more than
normal interest rate risk exposure  deduct from its total capital,  for purposes
of determining  compliance with such requirement,  an amount equal to 50% of its
interest-rate risk exposure  multiplied by the present value of its assets. This
exposure is a measure of the potential  decline in the net portfolio  value of a
savings  association,  greater than 2% of the present value of its assets, based
upon a  hypothetical  200 basis point  increase  or  decrease in interest  rates
(whichever  results in a greater  decline).  Net portfolio  value is the present
value of expected  cash flows from assets,  liabilities  and  off-balance  sheet
contracts.  The rule  will not  become  effective  until the OTS  evaluates  the
process by which 


                                       24
<PAGE>

savings  associations may appeal an interest rate risk deduction  determination.
It is  uncertain  as to when  this  evaluation  may be  completed.  Any  savings
association with less than $300 million in assets and a total risk-based capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise.  At the present time, the proposal is not expected to have a material
impact on the Association.

     On June 30, 1998, Wyman Park had total risk-based  capital of approximately
$9.7 million  (including $9.4 million in core capital and $278,000 in qualifying
supplementary  capital) and risk-  weighted  assets of $38.0  million;  or total
capital of 25.6% of risk-weighted assets. This amount was $6.7 million above the
8% requirement in effect on that date.

     The OTS and the  FDIC  are  authorized  and,  under  certain  circumstances
required, to take certain actions against savings associations that fail to meet
their  capital  requirements.  The OTS is  generally  required to take action to
restrict the activities of an "undercapitalized  association" (generally defined
to be  one  with  less  than  either  a 4%  core  capital  ratio,  a 4%  Tier  1
risked-based  capital  ratio  or an  8%  risk-based  capital  ratio).  Any  such
association  must  submit a  capital  restoration  plan and  until  such plan is
approved by the OTS may not increase its assets,  acquire  another  institution,
establish a branch or engage in any new  activities,  and generally may not make
capital   distributions.   The  OTS  is  authorized  to  impose  the  additional
restrictions that are applicable to significantly undercapitalized associations.

     As a condition to the approval of the capital restoration plan, any company
controlling an undercapitalized association must agree that it will enter into a
limited  capital  maintenance   guarantee  with  respect  to  the  institution's
achievement of its capital requirements.

     Any savings  association  that fails to comply with its capital  plan or is
"significantly undercapitalized" (i.e., Tier 1 risk-based or core capital ratios
of less  than 3% or a  risk-based  capital  ratio of less  than 6%) must be made
subject  to  one  or  more  of  additional   specified   actions  and  operating
restrictions  which may cover all aspects of its operations and include a forced
merger  or  acquisition  of  the   association.   An  association  that  becomes
"critically  undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further mandatory restrictions on its activities in addition to those
applicable to significantly  undercapitalized associations. In addition, the OTS
must appoint a receiver (or conservator  with the concurrence of the FDIC) for a
savings  association,  with certain limited exceptions,  within 90 days after it
becomes critically  undercapitalized.  Any undercapitalized  association is also
subject to the general enforcement  authority of the OTS and the FDIC, including
the appointment of a conservator or a receiver.

     The OTS is also generally  authorized to reclassify an  association  into a
lower capital category and impose the  restrictions  applicable to such category
if the institution is engaged in unsafe or unsound  practices or is in an unsafe
or unsound condition.

     The  imposition  by the OTS or the  FDIC of any of  these  measures  on the
Association  may  have  a  substantial  adverse  effect  on its  operations  and
profitability.



                                       25
<PAGE>

Limitations on Dividends and Other Capital Distributions

     OTS regulations  impose various  restrictions on savings  associations with
respect  to their  ability  to make  distributions  of  capital,  which  include
dividends,  stock  redemptions  or  repurchases,   cash-out  mergers  and  other
transactions  charged to the capital  account.  OTS regulations  also prohibit a
savings  association from declaring or paying any dividends or from repurchasing
any of its stock if, as a result,  the  regulatory  capital  of the  association
would be reduced below the amount  required to be maintained for the liquidation
account established in connection with its mutual to stock conversion.

     Generally, savings associations,  such as Wyman Park, that before and after
the proposed  distribution  meet their  capital  requirements,  may make capital
distributions  during  any  calendar  year  equal to the  greater of 100% of net
income  for the  year-to-date  plus 50% of the amount by which the lesser of the
association's   tangible,   core  or  risk-based  capital  exceeds  its  capital
requirement  for such  capital  component,  as measured at the  beginning of the
calendar  year,  or 75% of their net income  for the most  recent  four  quarter
period.  However,  an  association  deemed  to be in need of  more  than  normal
supervision  by the OTS may have its dividend  authority  restricted by the OTS.
Wyman Park may pay dividends in accordance with this general authority.

     Savings  associations  proposing to make any capital distribution need only
submit  written  notice to the OTS 30 days prior to such  distribution.  Savings
associations  that do not,  or would  not meet  their  current  minimum  capital
requirements following a proposed capital distribution, however, must obtain OTS
approval  prior  to  making  such  distribution.  The  OTS  may  object  to  the
distribution  during that 30-day period based on safety and soundness  concerns.
See "- Regulatory Capital Requirements."

     The OTS has  proposed  regulations  that would  revise the current  capital
distribution  restrictions.  Under the proposal a savings association may make a
capital  distribution  without notice to the OTS (unless it is a subsidiary of a
holding  company)  provided  that  it  has a  CAMEL  1 or 2  rating,  is  not of
supervisory concern, and would remain adequately  capitalized (as defined in the
OTS prompt corrective action regulations)  following the proposed  distribution.
Savings  associations  that would remain  adequately  capitalized  following the
proposed  distribution but do not meet the other noted  requirements must notify
the OTS 30 days prior to  declaring  a capital  distribution.  The OTS stated it
will generally regard as permissible that amount of capital  distributions  that
do not exceed 50% of the institution's excess regulatory capital plus net income
to date during the calendar year. A savings  association  may not make a capital
distribution  without  prior  approval  of  the  OTS  and  the  FDIC  if  it  is
undercapitalized  before,  or as a result of, such a distribution.  As under the
current  rule,  the  OTS  may  object  to a  capital  distribution  if it  would
constitute  an unsafe  or  unsound  practice.  No  assurance  may be given as to
whether or in what form the regulations may be adopted.

Liquidity

     All savings associations, including Wyman Park, are required to maintain an
average  daily  balance of liquid  assets equal to a certain  percentage  of the
average  daily  balance of its  liquidity  base  during the  preceding  calendar
quarter or a percentage  of the amount of its  liquidity  base at the end of the
preceding  quarter.  For a  discussion  of what  Wyman Park  includes  in liquid
assets,  see  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations -


                                       26
<PAGE>

Liquidity and Capital Resources contained in the Annual Report to Shareholders."
This liquid asset ratio  requirement  may vary from time to time (between 4% and
10%)  depending  upon  economic  conditions  and  savings  flows of all  savings
associations. At the present time, the minimum liquid asset ratio is 4%.

     Penalties  may be imposed upon  associations  for  violations of the liquid
asset ratio  requirement.  At June 30, 1998, the  Association  was in compliance
with the requirement, with an overall liquid asset ratio of 18.7%.

Qualified Thrift Lender Test

     All savings  associations,  including  Wyman Park,  are  required to meet a
qualified  thrift  lender  ("QTL") test to avoid certain  restrictions  on their
operations. This test requires a savings association to have at least 65% of its
portfolio assets (as defined by regulation) in qualified thrift investments on a
monthly  average  for nine out of every 12  months  on a  rolling  basis.  As an
alternative,  the savings  association  may  maintain 60% of its assets in those
assets  specified in Section  7701(a)(19)  of the Internal  Revenue Code.  Under
either test, such assets primarily consist of residential  housing related loans
and  investments.  At June 30, 1998, the Association met the test and has always
met the test since its effectiveness.

     Any savings  association  that fails to meet the QTL test must convert to a
national bank charter,  unless it requalifies as a QTL and thereafter  remains a
QTL. If an  association  does not  requalify  and  converts  to a national  bank
charter,  it must remain  SAIF-insured  until the FDIC permits it to transfer to
the BIF.  If such an  association  has not yet  requalified  or  converted  to a
national  bank,  its  new  investments  and  activities  are  limited  to  those
permissible  for both a  savings  association  and a  national  bank,  and it is
limited to national bank branching  rights in its home state.  In addition,  the
association is immediately  ineligible to receive any new FHLB borrowings and is
subject to national  bank limits for payment of dividends.  If such  association
has not requalified or converted to a national bank within three years after the
failure,  it must  divest  of all  investments  and  cease  all  activities  not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB borrowings,  which may result in prepayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies. See "- Holding Company Regulation."

Community Reinvestment Act

     Under  the  Community   Reinvestment   Act  ("CRA"),   every  FDIC  insured
institution has a continuing and affirmative obligation consistent with safe and
sound banking  practices to help meet the credit needs of its entire  community,
including  low and moderate  income  neighborhoods.  The CRA does not  establish
specific lending requirements or programs for financial institutions nor does it
limit an institution's  discretion to develop the types of products and services
that it believes are best suited to its particular  community,  consistent  with
the CRA. The CRA requires the OTS, in connection  with the  examination of Wyman
Park,  to assess the  institution's  record of meeting  the credit  needs of its
community  and to take such record  into  account in its  evaluation  of certain
applications,  such as a merger or the establishment of a branch, by Wyman Park.
An  unsatisfactory  rating  may be  used  as the  basis  for  the  denial  of an
application by the OTS.



                                       27
<PAGE>

     The federal banking agencies,  including the OTS, have recently revised the
CRA regulations and the methodology for determining an institution's  compliance
with the CRA. Due to the heightened attention being given to the CRA in the past
few years,  the  Association  may be  required  to devote  additional  funds for
investment and lending in its local community.  The Association was examined for
CRA compliance in September 1995 and received a rating of satisfactory.

Transactions with Affiliates

     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 which 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  substantially  the same as for loans to
unaffiliated individuals.

Holding Company Regulation

     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 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 also 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  acquires  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 must  register as, and will 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."



                                       28
<PAGE>

     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 association.

Federal Securities Law

     The  stock  of the  Company  will be  registered  with  the SEC  under  the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act").  The Company
will  be  subject  to  the  information,  proxy  solicitation,  insider  trading
restrictions and other requirements of the SEC under the Exchange Act.

     Company  stock  held by persons  who are  affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.

Federal Reserve System

     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,
1998, Wyman Park was in compliance with these reserve requirements. The balances
maintained to meet the reserve requirements imposed by the Federal Reserve Board
may be used to satisfy  liquidity  requirements  that may be imposed by the OTS.
See "--Liquidity."

     Savings  associations  are  authorized  to borrow from the Federal  Reserve
Association  "discount  window," but Federal Reserve Board  regulations  require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Association.

Federal Home Loan Bank System

     Wyman Park is a member of the FHLB of Atlanta,  which is one of 12 regional
FHLBs,   that   administers  the  home  financing  credit  function  of  savings
associations.  Each FHLB  serves as a reserve  or central  bank for its  members
within its assigned  region.  It is funded  primarily from proceeds derived from
the sale of  consolidated  obligations  of the FHLB  System.  It makes  loans to
members (i.e., advances) in accordance with policies and procedures, established
by the board of directors of the FHLB, which are subject to the oversight of the
Federal  Housing  Finance  Board.  All advances from the FHLB are required to be
fully secured by  sufficient  collateral as determined by the FHLB. In addition,
all  long-term  advances  are  required to provide  funds for  residential  home
financing.

     As a member,  Wyman Park is required to purchase and maintain  stock in the
FHLB of Atlanta.  At June 30, 1998, Wyman Park had $510,000 in FHLB stock, which
was in compliance with this requirement.  In past years, Wyman Park has received
substantial  dividends  on its FHLB


                                       29
<PAGE>

stock.  Over the past five fiscal years such  dividends  have  averaged 6.8% and
were 7.3% for fiscal year 1998.

     Under  federal  law  the  FHLBs  are  required  to  provide  funds  for the
resolution  of  troubled  savings  associations  and to  contribute  to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate- income housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction  in value of Wyman  Park's  FHLB stock may  result in a  corresponding
reduction in Wyman Park's capital.

     For the year ended June 30, 1998,  dividends paid by the FHLB of Atlanta to
Wyman Park totaled  $37,000,  which was no increase over the amount of dividends
received in fiscal year 1997.


Federal and State Taxation

     Savings  associations  such as Wyman  Park  that  meet  certain  conditions
prescribed by the Internal  Revenue Code of 1986,  as amended (the "Code"),  are
permitted  to  establish  reserves  for bad debts and to make  annual  additions
thereto which may, within specified  formula limits,  be taken as a deduction in
computing taxable income for federal income tax purposes.  The amount of the bad
debt  reserve  deduction  is computed  under the  experience  method.  Under the
experience  method, the bad debt reserve deduction is an amount determined under
a formula based  generally upon the bad debts actually  sustained by the savings
association over a period of years.

     In August 1996,  legislation  was enacted that  repealed the  percentage of
taxable  income  method used by many  thrifts,  including  the  Association,  to
calculate  their bad debt reserve for federal income tax purposes.  As a result,
small thrifts such as the Association must recapture that portion of the reserve
that exceeds the amount that could have been taken under the  experience  method
for tax years beginning after December 31, 1987. The recapture will occur over a
six-year  period,  the  commencement  of which will be  delayed  until the first
taxable year beginning after December 31, 1997,  provided the institution  meets
certain residential lending requirements.  At June 30, 1998, the Association had
approximately  $62,000 in bad debt  reserves  subject to  recapture  for federal
income tax  purposes.  The deferred tax  liability  related to the recapture has
been previously established so there will be no effect on future net income.

     In addition to the regular  income  tax,  corporations,  including  savings
associations  such as Wyman Park,  generally  are  subject to a minimum  tax. An
alternative  minimum tax is imposed at a minimum tax rate of 20% on  alternative
minimum  taxable  income,  which is the sum of a  corporation's  regular taxable
income (with certain  adjustments) and tax preference  items, less any available
exemption.  The alternative  minimum tax is imposed to the extent it exceeds the
corporation's  regular  income tax and net  operating  losses can offset no more
than 90% of alternative minimum taxable income.

     A  portion  of the  Association's  reserves  for  losses  on loans may not,
without adverse tax consequences,  be utilized for the payment of cash dividends
or other distributions to a shareholder 


                                       30
<PAGE>

(including  distributions on redemption,  dissolution or liquidation) or for any
other  purpose  (except to absorb bad debt  losses).  As of June 30,  1998,  the
portion of Wyman  Park's  reserves  subject to this  treatment  for tax purposes
totaled approximately $1.8 million.

     Wyman Park files  federal  income tax  returns on a fiscal year basis using
the  accrual  method of  accounting.  The  Company  does not  anticipate  filing
consolidated  federal income tax returns with Wyman Park.  Savings  associations
that  file  federal  income  tax  returns  as part of a  consolidated  group are
required by applicable  Treasury  regulations to reduce their taxable income for
purposes of computing the percentage bad debt deduction for losses  attributable
to activities of the non-savings  association  members of the consolidated group
that are  functionally  related to the  activities  of the  savings  association
member.

     Wyman Park has been audited by the IRS with  respect to federal  income tax
returns  through June,  1996.  With respect to years examined by the IRS, either
all  deficiencies   have  been  satisfied  or  sufficient   reserves  have  been
established to satisfy asserted deficiencies.  In the opinion of management, any
examination  of still  open  returns  (including  returns  of  subsidiaries  and
predecessors  of, or  entities  merged  into,  Wyman Park) would not result in a
deficiency which could have a material adverse effect on the financial condition
of Wyman Park.

     Maryland Taxation.  The State of Maryland generally imposes a franchise tax
on thrift institutions computed at a rate of 7% of net earnings. For the purpose
of the 7%  franchise  tax,  net  earnings  are  defined as the net income of the
thrift institution as determined for federal corporate income tax purposes, plus
(i)  interest  income  from  obligations  of the  United  States,  of any state,
including  Maryland,  and  of  any  country,  municipal  or  public  corporation
authority,  special  district or political  subdivision of any state,  including
Maryland,  (ii) any profit realized from the sale or exchange of bonds issued by
the  State of  Maryland  or any of its  political  subdivisions,  and  (iii) any
deduction for state income taxes.

     Delaware Taxation.  As a Delaware holding company,  the Company is exempted
from Delaware corporate income tax but is required to file an annual report with
and pay an annual fee to the State of  Delaware.  The Company is also subject to
an annual franchise tax imposed by the State of Delaware.



                                       31
<PAGE>

Item 2. Description of Properties

     The following table sets forth information concerning the main office and a
branch office of the Association at June 30, 1998. The Association believes that
its current facilities are adequate.



                                                   Owned             Net Book
                                     Year            or              Value at
                 Location           Opened        Leased(1)        June 30, 1998
                 --------           ------        ---------        -------------
Main Office:

11 Ridgely Road                      1977      Land Leased;(2)
Lutherville, MD 21093                           Building Owned         $76,000

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  Association'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 Association at June 30, 1998
was approximately $20,000.

Item 3. Legal Proceedings

     From time to time,  the Company is involved as  plaintiff  or  defendant in
various legal  proceedings  arising in the normal course of its business.  While
the ultimate outcome of these various legal proceedings cannot be predicted with
certainty,  it is the opinion of management  that the  resolution of these legal
actions should not have a material effect on the Company's financial position or
results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

     No  matter  was  submitted  to a vote  of  security  holders,  through  the
solicitation of proxies or otherwise, during the quarter ended June 30, 1998.


                                       32
<PAGE>

                                     PART II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters   

     Page 48 of the  attached  1998  Annual  Report  to  Stockholders  is herein
incorporated by reference.

Item 6. Management's Discussion and Analysis of Financial Condition and Results 
        of Operation                             

     Pages 4 through 17 of the attached 1998 Annual Report to  Stockholders  are
herein incorporated by reference.

Item 7. Financial Statements

     The  following  information  appearing in the  Company's  Annual  Report to
Stockholders  for the year ended June 30, 1998, is  incorporated by reference in
this Annual Report on Form 10-KSB as Exhibit 13.


                                                                        Pages in
                                                                         Annual
Annual Report Section                                                    Report
---------------------                                                   --------
Report of Independent Auditors.......................................      18
Consolidated Statements of Financial Condition as 
  of June 30, 1998 and 1997..........................................      19
Consolidated Statements of Operations for the Years Ended 
  June 30, 1998 and 1997.............................................      20
Consolidated Statements of Stockholders' Equity for
 Years Ended June 30, 1998 and 1997..................................      21
Consolidated Statements of Cash Flows for Years Ended 
  June 30, 1998 and 1997.............................................   22 to 23
Notes to Consolidated Financial Statements...........................   24 to 47


     With the exception of the aforementioned information,  the Company's Annual
Report to Stockholders  for the year ended June 30, 1998, is not deemed filed as
part of this Annual Report on Form 10-KSB.

Item 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure

     The Company filed a Current  Report on Form 8-K on March 17, 1998 to report
a change of  accountants,  and an  amendment  on Form 8-K/A on March 19, 1998 to
report the letter on the change of certifying accountants.


                                       33
<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons; Compliance with Section 16(a)
         of the Exchange Act

Directors

     Information  concerning  Directors of the Company is incorporated herein by
reference  from  the  definitive  Proxy  Statement  for the  Annual  Meeting  of
Stockholders  to be held in 1998,  a copy of which  will be filed not later than
120 days after the close of the fiscal year.

Executive Officers

     Information  concerning  Executive  Officers of the Company is incorporated
herein by reference from the definitive  Proxy  Statement for the Annual Meeting
of  Stockholders  to be held in October  1998, a copy of which will be filed not
later than 120 days after the close of the fiscal year.

Compliance with Section 16(a)

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered  class  of the  Company's  equity  securities,  to file  with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10%  stockholders  are  required by SEC  regulation  to furnish the Company with
copies of all Section 16(a) forms they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports  furnished  to the  Company and  written  representations  that no other
reports were  required,  during the fiscal year ended June 30, 1998, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10 percent beneficial owners were complied with.

Item 10. Executive Compensation

     Information  concerning  executive  compensation is incorporated  herein by
reference  from  the  definitive  Proxy  Statement  for the  Annual  Meeting  of
Stockholders  to be held in 1998,  a copy of which  will be filed not later than
120 days after the close of the fiscal year.

Item 11. Security Ownership of Certain Beneficial
         Owners and Management                           

     Information  concerning security ownership of certain beneficial owners and
management  is  incorporated  herein  by  reference  from the  definitive  Proxy
Statement for the Annual Meeting of  Stockholders  to be held in 1998, a copy of
which will be filed not later than 120 days after the close of the fiscal year.


                                       34

<PAGE>

Item 12. Certain Relationships and Related Transactions

     Information  concerning certain  relationships and related  transactions is
incorporated  herein by reference  from the definitive  Proxy  Statement for the
Annual Meeting of Stockholders to be held in 1998, a copy of which will be filed
not later than 120 days after the close of the fiscal year.

Item 13. Exhibits and Reports on Form 8-K

     (a)  Exhibits



Regulation                                                        Reference to
   S-B                                                           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                10(b)
    13     Annual Report to Stockholders                                13
    16     Letter on change in certifying accountant                   ***
    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 filed
     on September 22, 1997 (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 exhibits to the Company's  Pre-effective Amendment No. One to Form
     SB-2 filed on November 6, 1997 (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 an exhibit to the Company's current report on Form 8-K/A (File No.
     0-23345) filed on March 19, 1998.


     (b)  Reports on Form 8-K

     The Company filed a report on Form 8-K on March 17, 1998 (File No. 0-23345)
regarding a change in the Company's  principal  accountants  and an amendment to
the Company's Bylaws.

     The  Company  filed a report  on Form  8-K/A on March  19,  1998  (File No.
0-23345)  to report  the  receipt  of their  former  accountants'  letter to the
Securities and Exchange  Commission stating the accountants'  agreement with the
Company's statements in the March 17, 1998 8-K.


                                       35
<PAGE>

                                   SIGNATURES


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

<TABLE>
<S>                                                           <C>
                                                              WYMAN PARK BANCORPORATION,
                                                                   INC.

Date:    September 23, 1998                                   By:      /s/ Ernest A. Moretti                     
                                                                       ------------------------------------------
                                                                       Ernest A. Moretti
                                                                       (Duly Authorized Representative)

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



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


Date:    September 23, 1998                                   Date:    September 23, 1998



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


Date:    September 23, 1998                                   Date:    September 23, 1998


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


Date:    September 23, 1998                                   Date:    September 23, 1998


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

Date:    September 23, 1998                                   Date:    September 23, 1998


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

Date:    September 23, 1998                                   Date:    September 23, 1998
</TABLE>

                                       36