SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934 For the fiscal year ended September 30, 2000, OR

[ ]  Transition  report  pursuant  to section  13 or 15(d) of the  Securities
     Exchange  Act of 1934  For the  transition  period  from       to
                                                             ------    -------

Commission File No. 0-27606

                           WHG Bancshares Corporation
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Maryland                                             52-1953867
-------------------------------------                     ---------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

1505 York Road, Lutherville, Maryland                            21093
-------------------------------------                      --------------------
(Address of Principal Executive Offices)                       (Zip Code)

Issuer's Telephone Number, Including Area Code:              (410) 583-8700
                                                            ----------------

Securities registered under Section 12(b) of the Exchange Act:     None
                                                                  ------

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 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  Exchange  Act 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 in this form,  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 issuer's revenues for its most recent fiscal year: $11,335,000.

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant,  based on the average bid and asked price of the registrant's
Common Stock on November 30, 2000, was $7.9 million.

         As of November 30, 2000,  there were issued and  outstanding  1,285,609
shares of the registrant's Common Stock.

         Transitional Small Business Disclosure Format (check one): YES     NO X
                                                                       ---    --

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2000. (Parts I and II)

2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year Ended September 30, 2000. (Part III)


<PAGE>

                                     PART I

         WHG Bancshares  Corporation  (the  "Registrant"  or "Company") may from
time to  time  make  written  or oral  "forward-looking  statements",  including
statements  contained in the Company's  filings with the Securities and Exchange
Commission  (including  this  annual  report  on Form  10-KSB  and the  exhibits
thereto),  in its reports to  stockholders  and in other  communications  by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the board of  governors of the
federal  reserve  system,   inflation,   interest  rates,  market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and  saving  habits;  and the  success  of the  Company  at  managing  the risks
resulting from these factors.

         The Company  cautions that the listed  factors are not  exclusive.  The
Company does not  undertake  to update any  forward-looking  statement,  whether
written  or oral,  that may be made  from  time to time by or on  behalf  of the
Company.

Item 1.  Description of Business
--------------------------------
General

         The Company is the holding  company for Heritage  Savings Bank,  F.S.B.
(the "Bank") and as a unitary  savings and loan holding company is generally not
restricted in the types of business  activities in which it may engage  provided
that the Bank  retains  a  specified  amount of its  assets  in  housing-related
investments.  The Company conducts no significant  business or operations of its
own other than holding all of the  outstanding  stock of the Bank.  As a result,
references to the Registrant or Company  generally  refer to the Bank unless the
context indicates otherwise.

         The Bank is a federally  chartered stock savings bank  headquartered in
Lutherville, Maryland and is subject to examination and comprehensive regulation
by the Office of Thrift Supervision ("OTS") and its deposits have been federally
insured by the Savings Association Insurance Fund ("SAIF"). The Bank is a member
of and owns  capital  stock in the Federal  Home Loan Bank  ("FHLB") of Atlanta,
which is one of the 12 regional banks in the FHLB System.

                                       1
<PAGE>

         The Bank  operates a  traditional  savings  bank  business,  attracting
deposit accounts from the general public and using those deposits, together with
other funds, primarily to originate and invest in loans secured by single-family
residential real estate.

Competition

         The Company is one of many  financial  institutions  serving its market
area which consists of the Baltimore,  Maryland  metropolitan area that includes
Baltimore City and its five  surrounding  counties,  Baltimore  County,  Harford
County, Howard County,  Carroll County, and Anne Arundel County. The competition
for deposit  products comes from other insured  financial  institutions  such as
commercial banks, thrift  institutions,  credit unions, and multi-state regional
banks in the Company's market area.  Deposit  competition also includes a number
of insurance  products  sold by local  agents and  investment  products  such as
mutual  funds and other  securities  sold by local and  regional  brokers.  Loan
competition varies depending upon market conditions and comes from other insured
financial  institutions such as commercial banks,  thrift  institutions,  credit
unions, multi-state regional banks, and mortgage bankers.

Lending Activities

         Loan Portfolio  Data. The following table sets forth the composition of
the Registrant's loan portfolio in dollar amounts by type of loan and in percent
of the respective portfolios at the dates indicated:
<TABLE>
<CAPTION>

                                                                           At September 30,
                                                          --------------------------------------------
                                                                     2000                    1999
                                                          ---------------------   --------------------
                                                                $           %          $           %
                                                               ---         ---        ---         ---
                                                                        (Dollars in thousands)
<S>                                                       <C>              <C>      <C>             <C>
Mortgage loans:
Residential mortgage loans:
  One-to four family ..................................      72,225        71.9      71,042       74.7
  Multi-family ........................................       3,832         3.8       2,352        2.5
Commercial ............................................       9,916         9.9       6,772        7.1
Construction ..........................................       6,592         6.5       5,183        5.5
                                                          ---------   ---------   ---------  ---------
       Total mortgage loans ...........................      92,565        92.1      85,349       89.8
                                                          ---------   ---------   ---------  ---------
Consumer and other loans:
  Consumer ............................................       5,961         5.9       7,298        7.7
  Land/lot ............................................         210          .2         833         .8
  Commercial lines of credit ..........................       1,597         1.6       1,174        1.2
  Commercial loans secured by lease
      receivables .....................................         171          .2         438         .5
                                                          ---------   ---------   ---------  ---------
       Total consumer and other loans .................       7,939         7.9       9,743       10.2
                                                          ---------   ---------   ---------  ---------
             Total loans ..............................     100,504       100.0%     95,092      100.0%
                                                                      =========              =========

Less:
  Undisbursed portion of loans in process .............      (2,125)                 (3,568)
  Deferred loan origination fees ......................        (473)                   (520)
  Allowance for loan losses ...........................        (395)                   (345)
  Unamortized discount ................................        (601)                   (725)
  Other ...............................................          (1)                     (2)
                                                           --------                  ------
Total loans, net ......................................   $  96,909                 $89,932
                                                           ========                  ======
</TABLE>
                                       2
<PAGE>


Loan Maturity Tables

The following table sets forth the estimated  maturity of the Registrant's  loan
portfolio  at  September  30, 2000.  The table does not include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totaled  $15.5  million  for  the  year  ended  September  30,  2000.
Adjustable-rate  mortgage  loans  are  shown as  maturing  based on  contractual
maturities.
<TABLE>
<CAPTION>

                                                               Due after
                                                  Due within   1 through     Due after
                                                    1 year      5 years       5 years          Total
                                                    ------      -------       -------          -----
                                                                  (In thousands)

<S>                                          <C>            <C>             <C>           <C>
One-to-four family residential and
    multi-family .............................. $     10       $  2,067        $73,980       $ 76,057
Commercial real estate loans  and land/lot ....      137          1,754          8,235         10,126
Construction ..................................       --            290          6,302          6,592
Consumer ......................................      581          1,595          3,785          5,961
Commercial lines of credit ....................      296          1,301             --          1,597
Commercial loans secured by lease
  finance receivables .........................       63            108             --            171
                                                 -------        -------         ------        -------
                                                $  1,087       $  7,115        $92,302       $100,504
                                                 =======        =======         ======        =======
</TABLE>

         The  following  table  sets  forth  the  dollar  amount of all loans at
September 30, 2000 due after September 30, 2001, which have fixed interest rates
and floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                                               Floating or
                                                Fixed Rates  Adjustable Rates      Total
                                                -----------  ----------------      -----
                                                             (In thousands)

<S>                                            <C>            <C>              <C>
One-to-four family residential and
    multi-family ..............................   $57,563        $18,484          $76,047
Commercial real estate loans and land/lot .....     8,687          1,302            9,989
Construction ..................................     3,517          3,075            6,592
Consumer ......................................     2,511          2,869            5,380
Commercial lines of credit and commercial loans
    secured by lease finance receivables ......     1,362             47            1,409
                                                   ------         ------           ------
    Total .....................................   $73,640        $25,777          $99,417
                                                   ======         ======           ======
</TABLE>

         One- to Four-Family Residential Loans. The Registrant's primary lending
activity consists of the origination of one- to four-family residential mortgage
loans secured by property located in the  Registrant's  primary market area. The
Registrant generally  originates one- to four-family  residential mortgage loans
in amounts up to 80% of the lesser of the  appraised  value or selling  price of
the  mortgaged  property  without  requiring  mortgage  insurance.   In  certain
instances,  the Registrant will originate a mortgage loan in an amount up to 95%
of the lesser of the appraised  value or selling price of a mortgaged  property,
however,  mortgage  insurance  for the  borrower is  required.  A mortgage  loan
originated by the Registrant, whether fixed- or adjustable-rate, can have a term
of up to 30 years.

                                       3

<PAGE>

         The Registrant requires for all adjustable-rate mortgage loans that the
borrower   qualify  at  the  current  fully  indexed  rate.   The   Registrant's
adjustable-rate mortgage loans provide for periodic interest rate adjustments of
plus or minus 2% with a maximum  adjustment  over the term of the loan to 12.75%
and a  minimum  adjustment  to  6%,  except  during  the  first  year  following
origination.  Adjustable-rate  mortgage loans typically  reprice every year, and
provide for terms of up to 30 years with most loans  having  terms of between 15
and 30  years.  Mortgage  loans  originated  and held by the  Registrant  in its
portfolio  generally  include  due-on-sale  clauses which provide the Registrant
with the contractual  right to deem the loan  immediately due and payable in the
event  that  the  borrower  transfers  ownership  of the  property  without  the
Registrant consent.

         The Registrant offers  adjustable-rate  mortgage loans using the weekly
average yield on U.S. Treasury securities adjusted to a constant maturity of one
year. Interest rates charged on mortgage loans are competitively priced based on
market conditions and the Registrant's cost of funds.  Generally,  the Company's
standard underwriting guidelines for mortgage loans conform to FHLMC guidelines.
It is the current  policy of the  Registrant to remain a portfolio  lender.  The
Registrant typically charges a 0% to1% origination or commitment fee.

         Adjustable-rate  mortgage  loans  decrease  the risks  associated  with
changes in interest rates by more closely reflecting these changes,  but involve
other risks because as interest rates increase,  the underlying  payments by the
borrower increase,  thus increasing the potential for default. At the same time,
the  marketability  of the underlying  collateral  may be adversely  affected by
higher interest  rates.  Upward  adjustment of the contractual  interest rate is
also limited by the adjustable-rate mortgage loan documents, thereby potentially
limiting their  effectiveness  during periods of rising  interest  rates.  These
risks have not had an adverse effect on the Registrant.

         Multi-Family  Real Estate Loans.  These loans are primarily  secured by
apartment houses, located in the Registrant's primary market area. Loans secured
by multi-family property may be originated in amounts up to 75% of the appraised
value with either fixed or  adjustable  rates of interest.  Fixed rate  interest
loans have maturities  generally of up to 25 years,  with principal and interest
payments  calculated on a 25 year  amortization  period.  Adjustable  rate loans
typically have a 5 to 25 year amortization period, with a fixed rate of interest
for the first five years,  with repricing  following every five years after that
initial fixed period.

         Multi-family real estate lending entails  significant  additional risks
compared to residential  property  lending.  These loans typically involve large
loan balances to single borrowers or groups of related borrowers.  The repayment
of these loans  typically is dependent on the  successful  operation of the real
estate project securing the loan.  These risks can be significantly  affected by
adverse conditions in the economy.

         Commercial  Real  Estate  Loans.   Commercial  loan  portfolio  consist
primarily of loans secured by real estate, such as church loans and small office
building loans. Loans secured by commercial property may be in amounts up to 75%
of the  appraised  value for a  maximum  term of 25  years.  Commercial  lending
entails  significant  additional  risks when compared  with one- to  four-family
residential

                                       4
<PAGE>

lending. For example, commercial loans typically involve larger loan balances to
single borrowers or groups of related borrowers,  the payment experience on such
loans  typically  is dependent  on the  successful  operation of the project and
these risks can be significantly  impacted by the cash flow of the borrowers and
supply and demand  conditions in the market for  commercial  office,  retail and
warehouse space.

         Construction  Loans.  Construction  loans are made on a long term basis
and are classified as  construction/permanent  loans.  Approximately  95% of the
Registrant's   construction   loan   portfolio  is  for  the   construction   of
single-family residential property to the individuals who will be the owners and
occupants upon  completion of  construction.  These  construction  loans usually
require no  principal  payments  during the first six  months,  after  which the
payments are set at an amount that will  amortize over the term of the permanent
loan.  The  terms,   including  interest  rate,  of  single  family  residential
construction  loans are the same as those for a loan to purchase or  refinance a
previously  constructed  single family residence.  The maximum loan to value for
other  construction  loans is  dependent  on the type of  property  that will be
constructed.

         Consumer  Loans.  Consumer  loans includes home equity lines of credit.
Home equity  lines of credit loans are  primarily  secured by one-to four family
residential  mortgage  loans.  The loans generally have terms of 15 to 30 years,
some of which  are at fixed  rates  and some of which  have  rates  that  adjust
periodically.  Home  equity  lines  of  credit  are  subject  to a 80%  combined
loan-to-value  limitation,  including  any  outstanding  mortgages or liens.  At
September  30,  2000,  home equity  lines of credit  totaled $2.9 million of the
consumer loan portfolio.

         Other consumer loans primarily consist of automobile loans, boat loans,
and share  loans.  Loans  secured by vehicles  are  financed  for terms up to 60
months.  Share  loans are secured by deposits of the bank are granted in amounts
of up to 90% of the deposited amount.

         Consumer loans may entail greater risk than residential mortgage loans,
particularly  in the case of  consumer  loans that are  unsecured  or secured by
assets that depreciate rapidly.  Repossessed collateral for a defaulted consumer
loan may not be  sufficient  for  repayment  of the  outstanding  loan,  and the
remaining deficiency may not be collectible.

         Loan Approval Authority and Underwriting. All loans must be approved by
the Registrant's  loan committee and all loans over $500,000 must be approved by
the  Registrant's  Board  of  Directors.   Upon  receipt  of  a  completed  loan
application from a prospective  borrower,  a credit report is generally ordered,
income and certain other  information is verified and, if necessary,  additional
financial  information  is  requested.  An  appraisal  from an  independent  fee
appraiser  of the real estate  intended to be used as security  for the proposed
loan  is  obtained.  The  Registrant  makes   construction/permanent   loans  on
individual properties.  Funds advanced during the construction phase are held in
a loan-in-process  account and disbursed based upon various stages of completion
in  accordance  with the  results  of  inspection  reports  that are based  upon
physical  inspection  of the  construction  by a loan  officer.  For real estate
loans, the Registrant requires title insurance.  Borrowers must also obtain fire
and casualty  insurance  (for loans on property  located in a flood zone,  flood
insurance is required) prior to the closing of the loan.

                                       5
<PAGE>

         Loan  Commitments.   The  Registrant  issues  written   commitments  to
prospective  borrowers  on  all  approved  real  estate  loans.  Generally,  the
commitment  requires  acceptance  within  15 days of the  date of  issuance.  At
September  30, 2000,  the  Registrant  had $.2 million of  commitments  to cover
originations  and $2.1  million  in  undisbursed  funds  for  loans in  process.
Management  believes that virtually all of the Registrant's  commitments will be
funded.

         Loans to One Borrower. SAIF-insured savings bank are subject to certain
lending  limitations to a single  borrower or group of borrowers.  Under current
law, the Registrant's lending limits equals an amount equal to 15% of unimpaired
capital and unimpaired  surplus on an unsecured  basis and an additional  amount
equal to 10% of unimpaired capital and unimpaired surplus if the loan is secured
by readily marketable  collateral  (generally  financial  instruments,  not real
estate) or $500,000,  whichever is greater. The Registrant's maximum loan to one
borrower limit was approximately $2.1 million at September 30, 2000.

Non-Performing and Problem Assets

         Loan  Delinquencies.  If a loan continues in a delinquent status for 90
days past due and no repayment plan is in effect,  the account is turned over to
an attorney for  foreclosure.  Management  meets  regularly  to  determine  when
foreclosure  proceedings  should be initiated  and the borrower is notified when
foreclosure has been commenced.

         Loans  are  generally  placed  on a  non-accrual  status  when the loan
becomes more than 90 days delinquent or when, in the opinion of management,  the
collection of additional  interest is doubtful.  Interest  accrued and unpaid at
the time a loan is placed on  non-accrual  status is  charged  against  interest
income.  Subsequent  interest  payments,  if  any,  are  either  applied  to the
outstanding  principal and interest  balance in accordance  with the contractual
terms of the loan.

         Non-Performing  Assets.  The  following  table sets  forth  information
regarding  non-accrual  loans,  real estate owned, and certain other repossessed
assets  and  loans.  As of the  dates  indicated,  the  Registrant  had no loans
categorized as troubled debt restructuring or impaired loans.

                                        6
<PAGE>
<TABLE>
<CAPTION>

                                                                                  At September 30
                                                                                   2000     1999
                                                                                   ----     ----
                                                                              (Dollars in thousands)
<S>                                                                              <C>     <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  One-to-four family real estate ................................................   $187    $ --
  Home equity lines of credit ...................................................     15      45
  Commercial ....................................................................     --      66
Non-mortgage loans:
  Consumer ......................................................................     42      19
  Commercial loan secured by lease financed receivables .........................     --      33
                                                                                    ----    ----
Total non-accrual loans .........................................................    244     163
Accruing loans which are contractually past due 90 days or more:
Mortgage loans:
  Permanent loans secured by one-to-four family real estate .....................     --      --
  Commercial ....................................................................     14      38
Non-mortgage loans:
  Consumer ......................................................................     --      --
                                                                                    ----    ----
Total accruing loans greater than 90 days past due ..............................     14      38
                                                                                    ----    ----
Total non-performing loans ......................................................   $258    $201
                                                                                    ====    ====
Foreclosed real estate ..........................................................     --      13
                                                                                    ====    ====
Total non-performing assets .....................................................   $258    $214
                                                                                    ====    ====
Total non-accrual and accrual loans to net loans ................................    .27%    .22%
                                                                                    ====    ====
Allowance for loan losses to total non-performing loans,
  including loans contractually past due 90 days or more ........................ 153.10% 171.64%
                                                                                  ======  ======
Total non-accrual and accruing loans greater than
  90 days past due to total assets ..............................................    .16%    .13%
                                                                                    ====    ====
Total non-performing assets to total assets .....................................    .16%    .14%
                                                                                    ====    ====
</TABLE>

     Interest  income  that  would have been  recorded  and  collected  on loans
accounted for on a non-accrual  basis under the original terms of such loans was
$8,053 for the year ended September 30, 2000.

     Classified Assets. OTS regulations provide for a classification  system for
problem  assets of  insured  institutions.  Under  this  classification  system,
problem  assets  of  insured   institutions  are  classified  as  "substandard,"
"doubtful," or "loss." An asset is considered  substandard if it is inadequately
protected by the current net worth and paying  capacity of the obligor or of the
collateral  pledged,  if any.  Substandard assets include those characterized by
the "distinct possibility" that the insured institution will sustain "some loss"
if the deficiencies are not corrected. Assets classified as doubtful have all of
the  weaknesses  inherent  in  those  classified  substandard,  with  the  added
characteristic  that the weaknesses  present make  "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable  and  improbable."  Assets  classified as loss are those considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without the  establishment  of a specific loss reserve is not warranted.  Assets
may be designated  "special mention" because of potential weakness that does not
currently warrant classification in one of the aforementioned categories.

                                       7
<PAGE>

         When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining an institution's  regulatory  capital,  while specific  valuation
allowances for loan losses generally do not qualify as regulatory capital.

         The following table sets forth the  Registrant's  classified  assets in
accordance with its classification system.

                              At September 30, 2000
                              ---------------------
                                 (In Thousands)
         Special Mention            $1,347
         Substandard                   229
         Doubtful                        -
         Loss                            -
                                     -----
                                    $1,576
                                     =====

         Allowances for Loan  Losses.  It is management's  policy to provide for
losses on unidentified loans in its loan portfolio.  A provision for loan losses
is charged to operations based on management's evaluation of the losses that may
be incurred in the Registrant's loan portfolio. Such evaluation,  which includes
a review of all loans of which full collectibility of interest and principal may
not be reasonably assured, considers the Registrant's past loan loss experience,
known and inherent risks in the portfolio,  adverse  situations  that may affect
the borrower's ability to repay,  estimated value of any underlying  collateral,
any existing guarantees,  past performance of the loan, available  documentation
for the loan,  legal  impediments  to  collection,  financial  condition  of the
borrower, and current economic conditions.

         Management  will  continue  to review  the  entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed  necessary.  There can be no assurance that the allowance for losses will
be adequate to cover losses which may in fact be realized in the future and that
additional provisions for losses will not be required.

                                       8
<PAGE>


         The  following  table  sets  forth  information  with  respect  to  the
Registrant's allowance for loan losses at the dates indicated:

                                                             At September 30,
                                                       -------------------------
                                                            2000          1999
                                                       -------------------------
                                                          (Dollars in Thousands)

Total loans outstanding ..............................   $ 96,909     $ 89,931
                                                         ========     ========
Average loans outstanding ............................   $ 94,549     $ 83,094
                                                         ========     ========

Allowance balances (at beginning of period) ..........   $    345     $    301
Provision (credit):
  Residential ........................................         76           30
  Commercial real estate .............................         44           --
  Consumer ...........................................         --           40
Net (charge-offs) recoveries:
  Residential ........................................        (68)         (11)
  Commercial real estate .............................         --           --
  Consumer ...........................................         (2)         (15)
                                                          -------      -------
Allowance balance (at end of period) .................   $    395     $    345
                                                          =======      =======
Allowance for loan losses as a percent
  of total loans outstanding .........................        .41%         .38%
                                                              ===          ===
Net loans charged off as a percent of
  average loans outstanding ..........................        .07%         .03%
                                                              ===          ===


Analysis of the Allowance for Loan Losses

         The  following  table sets forth the  allocation  of the  allowance  by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.
<TABLE>
<CAPTION>

                                                            At September 30,
                                          ------------------------------------------------
                                                  2000                       1999
                                          --------------------     -----------------------
                                                    % of Loans in            % of Loans in
                                                    Each Category            Each Category
                                           Amount   To Total Loans   Amount  To Total Loans
                                           ------   --------------   ------  --------------
                                                        (Dollars in thousands)

<S>                                      <C>         <C>         <C>         <C>
Real estate:
  Residential mortgage ................... $ 187        75.7%       $ 176        77.2%
  Commercial real estate .................    99         9.9           61         7.1
  Construction ...........................    65         6.5           68         5.5
  Commercial lines of credit .............    16         1.6            4         1.2
  Land/lot ...............................     2          .2            1          .8
  Consumer ...............................    23         5.9           25         7.7
  Commercial loans secured by lease
    finance receivables ..................     3          .2           10          .5
                                            ----      ------         ----      ------
                                           $ 395      100.00%       $ 345      100.00%
                                            ====      ======         ====      ======
</TABLE>

                                       9
<PAGE>

Investment Activities

         The  Registrant  is required  under federal  regulations  to maintain a
minimum  amount of liquid  assets which may be invested in specified  short-term
securities  and certain  other  investments.  The level of liquid  assets varies
depending  upon  several  factors,  including:  (i)  the  yields  on  investment
alternatives,  (ii) management's judgment as to the attractiveness of the yields
then available in relation to other  opportunities,  (iii) expectation of future
yield levels, and (iv) management's  projections as to the short-term demand for
funds  to  be  used  in  loan  origination  and  other  activities.   Investment
securities,  including mortgage-backed securities, are classified at the time of
purchase,  based upon management's  intentions and abilities, as securities held
to maturity or securities  available for sale. Debt securities acquired with the
intent and ability to hold to maturity  are  classified  as held to maturity and
are stated at cost and adjusted  for  amortization  of premium and  accretion of
discount,  which are  computed  using the level yield method and  recognized  as
adjustments  of interest  income.  All other debt  securities  are classified as
available for sale to serve principally as a source of liquidity.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  (including  mortgage  backed  securities)  require the Registrant to
categorize  securities as "held to maturity," "available for sale" or "trading."
As of September  30, 2000,  Registrant  had  securities  classified  as "held to
maturity"  and  "available  for sale" in the  amount  of  $32,101  and  $19,439,
respectively,   and  had  no  securities  classified  as  "trading."  Securities
classified as "available for sale" are reported for financial reporting purposes
at the fair  market  value with net  changes in the market  value from period to
period included as a separate  component of stockholders'  equity, net of income
taxes. At September 30, 2000, the Registrant's securities available for sale had
an  amortized  cost of $21,287 and market value of $19,439  (unrealized  loss of
$1,848).  Changes in the market value of  securities  available  for sale do not
affect Company's income. In addition,  changes in the market value of securities
available for sale do not affect the Bank's regulatory  capital  requirements or
its loan-to-one borrower limit.

         At  September  30,  2000,  our  investment   portfolio  policy  allowed
investments in instruments  such as: (i) U.S.  Treasury  obligations,  (ii) U.S.
federal agency or federally sponsored agency obligations,  (iii) local municipal
obligations,  (iv) mortgage-backed  securities,  (v) banker's acceptances,  (vi)
certificates  of  deposit,  and (vii)  investment  grade  corporate  bonds,  and
commercial paper. The Board of Directors may authorize additional investments.

         As a source of liquidity and to supplement our lending  activities,  we
have  invested  in  residential  mortgage-backed   securities.   Mortgage-backed
securities can serve as collateral for borrowings and, through repayments,  as a
source  of  liquidity.  Mortgage-backed  securities  represent  a  participation
interest in a pool of  single-family  or other type of mortgages.  Principal and
interest   payments   are  passed  from  the   mortgage   originators,   through
intermediaries (generally  quasi-governmental  agencies) that pool and repackage
the participation  interests in the form of securities,  to investors,  like us.
The quasi-governmental  agencies guarantee the payment of principal and interest
to investors and include the Federal Home Loan Mortgage  Corporation  ("FHLMC"),
Government National Mortgage Association ("GNMA"), and Federal National Mortgage
Association ("FNMA").

                                       10
<PAGE>

         Mortgage-backed  securities  typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk  characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable  rate) and the prepayment  risk, are passed on to the  certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying  mortgages.  Expected  maturities will differ from contractual
maturities due to scheduled  repayments and because borrowers may have the right
to  call  or  prepay   obligations   with  or  without   prepayment   penalties.
Mortgage-backed securities issued by FHLMC, GNMA, and FNMA make up a majority of
the pass-through certificates market.

         Investment Portfolio. The following table sets forth the carrying value
of the Registrant's  investment  securities  portfolio,  short term investments,
FHLB stock and mortgage-backed securities at the dates indicated.
<TABLE>
<CAPTION>

                                                                     At September 30,
                                                                  --------------------
                                                                    2000        1999
                                                                    ----        ----
                                                                     (In thousands)
<S>                                                               <C>       <C>
Investment Securities Available For Sale:
Equity investments ..............................................  $    354  $    352
FHLB bonds ......................................................    16,093    16,322
FHLMC bonds .....................................................     2,992     3,027
                                                                     ------    ------
   Total Investment Securities Available For Sale ...............    19,439    19,701
                                                                     ------    ------

Investment Securities Held to Maturity:
FNMA bonds ......................................................  $  2,750  $  2,750
FHLB bonds ......................................................    11,300    11,300
FHLMC bonds .....................................................     1,600     1,600
                                                                     ------    ------
   Total Investment Securities Held To Maturity .................    15,650    15,650
                                                                     ------    ------

Interest-bearing deposits in other banks ........................  $    510  $  3,689
Federal funds sold ..............................................     3,764     2,290
Mortgage-backed securities held to maturity .....................    16,451    17,983
FHLB stock ......................................................     1,450     1,200
                                                                     ------    ------
                                                                     22,175    25,162
                                                                     ------    ------
                                                                   $ 57,264  $ 60,513
                                                                     ======    ======
</TABLE>

                                       11

<PAGE>






         The  following  table sets forth  information  regarding  the scheduled
maturities,  carrying  values,  market value and weighted average yields for the
Registrant's   investment  securities  portfolio  at  September  30,  2000.  The
following  table  does not take into  consideration  the  effects  of  scheduled
repayments or the effects of possible prepayments.
<TABLE>
<CAPTION>

                                                   More than One to  More than Five to   More than        Total Investment
                                 One Year or Less      Five Years       Ten Years        Ten Years            Securities
                                 ---------------   ----------------- -------------- ---------------- -------------------------
                                 Carrying Average Carrying Average Carrying Average Carrying Average Carrying  Average  Market
                                  Value    Yield   Value    Yield   Value   Yield    Value    Yield   Value     Yield    Value
                                  -----    -----   -----    -----   -----   -----   ------    -----  ------     -----    -----

                                                                               (Dollars in thousands)
<S>                             <C>       <C>   <C>       <C>    <C>      <C>    <C>      <C>     <C>        <C>    <C>
Investment Securities Available
For Sale:
  Equity investments............  $  --       --% $  --      --%  $  --      --%  $   354    2.66%  $   354      2.66% $   354
  FHLB bonds....................     --       --     --      --      --      --    16,093    7.37    16,093      7.37   16,093
  FHLMC bonds...................     --       --     --      --      --      --     2,992    7.19     2,992      7.19    2,992

Investment Securities Held to
Maturity:
  FNMA bonds....................     --       --     --      --      --      --     2,750    6.78     2,750      6.78    2,551
  FHLB bonds....................     --       --     --      --     250    7.25    11,050    6.77    11,300      6.78   10,465
  FHLMC bonds...................     --       --     --      --     100    7.00     1,500    6.59     1,600      6.62    1,471

Interest-bearing deposits in
other banks                         510     6.51     --      --      --      --        --      --       510      6.51      510
Federal funds sold..............  3,764     6.59     --      --      --      --        --      --     3,764      6.59    3,764
Mortgage-backed securities
  held to maturity..............     --       --     15    7.33     164    7.63    16,272    6.45    16,451      7.07   15,814
FHLB stock......................     --       --     --      --      --      --     1,450    7.79     1,450      7.79    1,450
                                  -----     ----    ---    ----    ----    ----    ------    ----    ------     -----   ------
  Total......................... $4,274     6.58%  $ 15    7.33%  $ 514    7.32%  $52,461    6.87%  $57,264      7.03% $55,464
                                  =====     ====    ===    ====    ====    ====    ======    ====    ======     =====   ======

</TABLE>

                                       12

<PAGE>






Sources of Funds

         General.  Deposits are the major  external  source of the  Registrant's
funds for lending and other investment  purposes.  The Registrant  derives funds
from  amortization  and  prepayment  of  loans  and,  to a much  lesser  extent,
maturities of investment securities, borrowings,  mortgage-backed securities and
operations.  Scheduled loan principal  repayments are a relatively stable source
of  funds,   while  deposit  inflows  and  outflows  and  loan  prepayments  are
significantly influenced by general interest rates and market conditions.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from within the  Registrant's's  primary  market area  through the offering of a
selection of deposit  instruments  including  regular  savings  accounts,  money
market accounts,  and term certificate accounts.  The Registrant also offers IRA
accounts.  Deposit account terms vary according to the minimum balance required,
the time period the funds must remain on deposit,  and the interest rate,  among
other factors. At September 30, 2000, the Registrant had no brokered accounts.

         Certificates  of Deposit.  The following  table indicates the amount of
the  Registrant's  certificates of deposit of $100,000 or more by time remaining
until maturity as of September 30, 2000.

                                                       Certificates
                                                        of Deposits
                                                        -----------
Maturity Period                                       (In thousands)
---------------
Within three months..............                         $ 605
Three through six months.........                         2,015
Six through twelve months........                         1,000
Over twelve months...............                         6,519
                                                         ------
                                                        $10,139
                                                         ======

Borrowings

         The  Registrant  may  obtain  advances  from  the  FHLB of  Atlanta  to
supplement its supply of lendable  funds.  Advances from the FHLB of Atlanta are
typically  secured by a pledge of the Registrant's  stock in the FHLB of Atlanta
and a portion of the Registrant's first mortgage loans and certain other assets.
Each  FHLB  credit  program  has its own  interest  rate,  which may be fixed or
variable, and range of maturities.  The Registrant, if the need arises, may also
access the Federal Reserve  Registrant  discount window to supplement its supply
of lendable  funds and to meet deposit  withdrawal  requirements.  The following
table  sets forth the  maximum  month-end  balance  and the  average  balance of
short-term FHLB advances for the periods indicated.

                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                                        During the Year Ended
                                                                           September 30,
                                                                      ------------------------
                                                                         2000           1999
                                                                      ------------------------
                                                                           (In thousands)

<S>                                                                 <C>             <C>
Maximum amount of short-term borrowings outstanding at any month end:
  Advances from Federal Home Loan Bank ..............................   $2,500          $9,000
Approximate average short-term borrowings outstanding with respect
to:
  Advances from Federal Home Loan Bank ..............................   $  542          $6,250
  Approximate weighted average rate paid on:
  Advances from Federal Home Loan Bank ..............................    7.02%           5.43%
</TABLE>

Employees

         At September 30, 2000,  the Registrant had 28 full-time and 7 part-time
employees.  None of the Registrant 's employees are  represented by a collective
bargaining  group.  The  Registrant  believes  that  its  relationship  with its
employees is good.

Regulation

         Set forth below is a brief description of certain laws which related to
the regulation of the Company and the Bank. The description  does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.

Recent Regulation

         The  Gramm-Leach-Bliley  Financial  Services  Modernization Act of 1999
(the "Act")  authorized  qualifying bank holding  companies to become  financial
holding  companies and thereby  affiliate  with  securities  firms and insurance
companies and engage in other  activities that are financial in nature.  The Act
defines  "financial in nature" to include securities  underwriting,  dealing and
market  making;  sponsoring  mutual funds and  investment  companies;  insurance
underwriting and agency;  merchant banking  activities;  and activities that the
Board has  determined to be closely  related to banking.  A qualifying  national
bank also may engage,  subject to limitations on investment,  in activities that
are financial in nature,  other than insurance  underwriting,  insurance company
portfolio  investment,  real estate  development,  and real  estate  investment,
through a financial subsidiary of the bank.

         The Act also  prohibits  new  unitary  thrift  holding  companies  from
engaging in  nonfinancial  activities or from  affiliating  with an nonfinancial
entity. The Company,  however, as a grandfathered unitary thrift holding company
under the Act, will retain its authority to engage in nonfinancial activities.

         In addition,  the GLB Act imposes  significant  new  financial  privacy
obligations and reporting requirements on all financial institutions,  including
federal savings  associations.  Specifically,  the statute,  among other things,
will  require  financial  institutions  (a) to  establish  privacy  policies and
disclose them to customers both at the  commencement of a customer  relationship
and on an annual  basis and (b) to permit

                                       14
<PAGE>

customers  to opt  out of a  financial  institution's  disclosure  of  financial
information to nonaffiliated  third parties.  The federal  financial  regulators
have promulgated final  regulations  implementing  these provisions,  which will
become effective July 1, 2001.

Regulation of the Company

         General.  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,  should such subsidiaries
be formed,  which also permits the OTS to restrict or prohibit  activities  that
are determined to be a serious risk to the subsidiary savings association.  This
regulation  and  oversight  is  intended  primarily  for the  protection  of the
depositors of the Bank and not for the benefit of stockholders of the Company.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions,  provided the Bank satisfies the Qualified
Thrift Lender  ("QTL") test.  The Act  terminated  the "unitary  thrift  holding
company   exemption"  for  all  companies   that  applied  to  acquire   savings
associations  after May 4, 1999. Since the Company is  grandfathered  under this
provision of the Act, its unitary holding  company powers and  authorities  were
not affected.  However,  if the Company were to acquire control of an additional
savings  association,  its business  activities  would be subject to restriction
under the Home Owners' Loan Act. Furthermore,  if the Company were in the future
to sell control of the Bank to any other company, such company would not succeed
to the Company's  grandfathered status under the Act and would be subject to the
same business activity  restrictions.  See "- Regulation of the Bank - Qualified
Thrift Lender Test."

Regulation of the Bank

         General.  Set forth below is a brief  description  of certain laws that
relate to the  regulation of the Bank.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  As a federally chartered,  SAIF-insured  savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

         The OTS  regularly  examines  the Bank  and  prepares  reports  for the
consideration  of the Bank's  Board of Directors  on any  deficiencies  that are
found in the Bank's operations.  The Bank's relationship with its depositors and
borrowers  is also  regulated  to a great  extent  by  federal  and  state  law,
especially in such matters as the ownership of savings accounts and the form and
content of the Bank's mortgage documents.

         The Bank must file reports with the OTS  concerning  its activities and
financial  condition,  in addition to obtaining  regulatory  approvals  prior to
entering into certain transactions such as mergers with or acquisitions of other
savings   institutions.   This   regulation   and   supervision   establishes  a
comprehensive  framework of activities in which an institution can engage and is
intended primarily for the protection of

                                       15
<PAGE>

the SAIF and  depositors.  The  regulatory  structure  also gives the regulatory
authorities  extensive  discretion  in  connection  with their  supervisory  and
enforcement activities and examination policies, including policies with respect
to the  classification  of assets and the  establishment  of adequate  loan loss
reserves for regulatory purposes.

         Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank
are insured by the SAIF to a maximum of  $100,000  for each  insured  member (as
defined by law and  regulation).  Insurance of deposits may be terminated by the
FDIC  upon a finding  that the  institution  has  engaged  in unsafe or  unsound
practices,  is in an unsafe or unsound  condition to continue  operations or has
violated any applicable law, regulation, rule, order or condition imposed by the
FDIC or the institution's primary regulator.

         The Bank is required to pay insurance premiums based on a percentage of
its insured  deposits to the FDIC for insurance of its deposits by the SAIF. The
FDIC also  maintains  another  insurance  fund, the Bank Insurance Fund ("BIF"),
which primarily insures  commercial bank deposits.  The FDIC has set the deposit
insurance assessment rates for SAIF-member  institutions for 2000 at 0% to .027%
of insured  deposits on an annualized  basis,  with the assessment rate for most
savings institutions set at 0%.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the FDIC at an annual  rate of  approximately  .0212% of insured
deposits to fund interest payments on bonds issued by the Financing  Corporation
("FICO"),  an agency of the Federal  government  established to recapitalize the
predecessor to the SAIF.  These  assessments  will continue until the FICO bonds
mature in 2017.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total  adjusted  assets,  (2) "Tier 1" or "core"  capital equal to at
least 4% (3% if the institution  has received the highest  rating,  "composite 1
CAMELS," on its most  recent  examination)  of total  adjusted  assets,  and (3)
risk-based capital equal to 8% of total risk-weighted assets.

         Dividend and Other Capital  Distribution  Limitations.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions, including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company,  such as the Bank must file an application or a notice with the
OTS at least 30 days before making a capital distribution.  Savings associations
are not  required  to file  an  application  for  permission  to make a  capital
distribution  and need only file a notice if the following  conditions  are met:
(1) they are eligible for expedited  treatment under OTS  regulations,  (2) they
would remain adequately  capitalized  after the distribution,  (3) the aggregate
annual amount of capital  distributions does not exceed net income for that year
to date added to retained net income for the two  preceding  years,  and (4) the
capital  distribution  would not violate any agreements  between the OTS and the
savings association or any OTS regulations. Any other situation would require an
application to the OTS.

         The OTS may disapprove an application or notice if the proposed capital
distribution   would:  (i)  make  the  savings   association   undercapitalized,
significantly  undercapitalized,  or  critically  undercapitalized;

                                       16
<PAGE>

(ii) raise safety or soundness concerns; or (iii) violate a statue,  regulation,
or  agreement  with the OTS (or with the  FDIC),  or a  condition  imposed in an
OTS-approved application or notice. Further, a federal savings association, like
the  Bank,  cannot  distribute   regulatory  capital  that  is  needed  for  its
liquidation account.

         Qualified Thrift Lender Test.  Federal savings  institutions  must meet
one of two Qualified Thrift Lender ("QTL") tests. To qualify as a QTL, a savings
institution must either (i) be deemed a "domestic building and loan association"
under the Internal  Revenue Code by maintaining at least 60% of its total assets
in specified types of assets,  including cash,  certain  government  securities,
loans  secured  by and  other  assets  related  to  residential  real  property,
educational loans and investments in premises of the institution or (ii) satisfy
the statutory QTL test set forth in the Home Owner's Loan Act by  maintaining at
least 65% of its "portfolio  assets" in  certain"Qualified  Thrift  Investments"
(defined  to include  residential  mortgages  and  related  equity  investments,
certain  mortgage-related  securities,  small business loans,  student loans and
credit card loans, and 50% of certain community development loans). For purposes
of the  statutory QTL test,  portfolio  assets are defined as total assets minus
intangible assets,  property used by the institution in conducting its business,
and liquid  assets  equal to 10% of total  assets.  A savings  institution  must
maintain its status as a QTL on a monthly basis in at least nine out of every 12
months.  A  failure  to  qualify  as a QTL  results  in a number  of  sanctions,
including the imposition of certain operating  restrictions and a restriction on
obtaining additional advances from its FHLB. At September 30, 2000, the Bank was
in compliance with its QTL requirement.

         Federal  Home  Loan  Bank  System.  The Bank 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.

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of  Atlanta  in an  amount  equal to at least  1% of its  aggregate  unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year.

         Liquidity  Requirements.  All  savings  associations  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings associations.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy  the  liquidity  requirements  that are  imposed by the OTS.  At
September 30, 2000, the Bank was in compliance  with these Federal Reserve Board
requirements.

                                       17
<PAGE>

Item 2. Description of Property
-------------------------------
     (a)  Properties.

          The  Registrant operates from its main office and four branch offices.



  Location                                             Leased or Owned
  --------                                             ---------------

MAIN OFFICE:
  1505 York Road
  Lutherville, Maryland   21093                           Owned

HAMILTON OFFICE:
  4228 Harford Road
  Baltimore, Maryland  21214                              Owned

WOODLAWN OFFICE:
  Gwynn Oak Avenue and
  Windsor Mill Road                                   Leased until
  Baltimore, Maryland  21207                          January 2002

ELLICOTT CITY OFFICE:
  9416 Baltimore National Pike                        Leased until
  Ellicott City, Maryland  21042                       August 2020

GOLDEN RING OFFICE:
  8767 K Philadelphia Road                            Leased until
  Baltimore, Maryland  21237                            May 2001


     (b) Investment  Policies.    See  "Item 1.  Business"  above for  a general
description of the Registrant's  investment policies and any regulatory or Board
of Directors'  percentage of assets limitations  regarding certain  investments.
The Registrant's's  investments are primarily acquired to produce income, and to
a lesser extent, possible capital gain.

         (1)  Investments in Real Estate or Interests in Real Estate.  See "Item
1. Business - Lending  Activities and - Regulation," and "Item 2. Description of
Property."

         (2)  Investments  in Real  Estate  Mortgages.  See "Item 1.  Business -
Lending Activities and - Regulation."

         (3)  Investments  in  Securities  of or Interests in Persons  Primarily
Engaged in Real Estate  Activities.  See "Item 1. Business - Lending  Activities
and - Regulation."

     (c)  Description of Real Estate and Operating Data. Not applicable.

                                       18
<PAGE>

Item 3.  Legal Proceedings
--------------------------
         There are various  claims and lawsuits in which the Company or the Bank
are  periodically  involved,  such as  claims  to  enforce  liens,  condemnation
proceedings  on properties in which the Bank holds  security  interests,  claims
involving  the making and  servicing of real  property  loans,  and other issues
incident to the Bank's business. In the opinion of management,  no material loss
is expected from any of such pending claims or lawsuits.

Item  4.  Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------
         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.

                                     PART II

Item  5.  Market for Common Equity and Related Stockholder Matters
------------------------------------------------------------------

         The information  contained under the section captioned "Market Price of
the Common Stock" of the Company's  Annual Report to Stockholders for the fiscal
year ended September 30, 2000 (the "Annual Report"),  is incorporated  herein by
reference.

Item  6.  Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------

         The  information  contained  in  the  section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report is incorporated herein by reference.

Item  7.  Financial Statements
------------------------------

         The  Registrant's   financial  statements  listed  under  Item  13  are
incorporated herein by reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  On  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure.
--------------------
         Not applicable.
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
--------------------------------------------------------------------------------
with Section 16(a) of the Exchange Act.
---------------------------------------
         The  information  required  under this item is  incorporated  herein by
reference  to the  Proxy  Statement  for the 2001  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information."

                                       19
<PAGE>



Item 10.  Executive Compensation
--------------------------------

         The  information  required by this item is incorporated by reference to
the  Proxy  Statement  contained  under  the  section  captioned  "Director  and
Executive Officer Compensation."

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners
         (b)      Security Ownership of Management

                  The information  required by items (a) and (b) is incorporated
                  herein by reference to the Proxy Statement contained under the
                  sections  captioned  "Principal  Holders"  and  "Proposal  I -
                  Election of Directors."

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

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------
         The  information  required  by this  item  is  incorporated  herein  by
reference to the Proxy Statement  contained under the section captioned "Certain
Relationships and Related Transactions".

Item 13.  Exhibits, List, and Reports on Form 8-K
-------------------------------------------------

          (a)  Listed below are all financial  statements  and exhibits filed as
               part of this Report.

         1. The consolidated statements of financial condition of WHG Bancshares
Corporation  as of  September  30,  2000 and 1999 and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the two year period ended September 30, 2000, together with
the related notes and the independent  auditors' report of Anderson  Associates,
LLP independent certified public accountants.

         2.  Schedules  omitted  as they are not  applicable.

         3. The following  exhibits are included in this Report or  incorporated
herein by reference:

               (a)  List of Exhibits:
               3(i) Articles of Incorporation of WHG Bancshares Corporation *
              3(ii) Amended Bylaws of WHG Bancshares Corporation **
               10.1 Form of Amended and Restated Employment Agreement with Peggy
                    J. Stewart
               10.2 Form of Amended  and  Restated  Change in Control  Severance


                                       20
<PAGE>

                    Agreements for three executive officers
               10.3 Amendment to the 1996 Stock Option Plan ***
               10.4 Amendment   to  Management  Stock Bonus Plan and Trust
                    Agreement ***
               10.5 Form of Directors Change In Control Severance Plan **
               13   Portions  of Annual  Report to  Stockholders  for the fiscal
                    year ended September 30, 2000
               21   Subsidiaries  of the Registrant (See Item 1 - Description of
                    Business)
               23   Consent of Anderson Associates, LLP
               27   Financial Data Schedule (electronic filing only)

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

*    Incorporated by reference to the  registration  statement on Form S-1 (File
     No. 33-80487) declared effective by the SEC on February 7, 1996.
**   Incorporated  by reference to the September 30, 1999 Form 10-KSB filed with
     the SEC on December 21, 1999.
***  Incorporated  by reference to the proxy statement for the annual meeting of
     stockholders filed with the SEC on or about December 19, 1997.

     (b)  Not applicable





<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized  as of
December 18, 2000.

                           WHG BANCSHARES CORPORATION


                           By: /s/Peggy J. Stewart
                               -------------------------------------------------
                                 Peggy J. Stewart
                                 President, Chief Executive Officer and Director
                                 (Duly Authorized Representative)

         Pursuant to the requirement of the Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of December 18, 2000.

<TABLE>
<CAPTION>
<S>                                             <C>
/s/Peggy J. Stewart                                  /s/John E. Lufburrow
-----------------------------------------------      --------------------------
Peggy J. Stewart                                     John E. Lufburrow
President, Chief Executive Officer and Director      Chairman of the Board
(Principal Executive Officer)

/s/Daniel J. Gallagher                               /s/Robin L. Taylor
-----------------------------------------------      --------------------------
Daniel J. Gallagher                                  Robin L. Taylor
Vice President and Chief Financial Officer           Controller
                                                     (Principal Accounting and Financial Officer)

/s/Philip W. Chase, Jr.
-----------------------------------------------      ---------------------------
Philip W. Chase, Jr.                                 Herbert A. Davis
Director                                             Director


/s/Urban P. Francis, Jr.                             /s/D. Edward Lauterbach, Jr.
-----------------------------------------------      ---------------------------
Urban P. Francis, Jr.                                D. Edward Lauterbach, Jr.
Director                                             Director


/s/Hugh P. McCormick                                 /s/Edwin C. Murphy, Jr.
-----------------------------------------------      ---------------------------
Hugh P. McCormick                                    Edwin C. Muhly, Jr.
Director                                             Director
</TABLE>