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, 1999

[ ]      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 Cod                (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:   $10,435,000.

         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 December 3, 1999, was $7.9 million.

         As of December 3, 1999,  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, 1999. (Parts I and II)
          2.   Portions  of the  Proxy  Statement  for  the  Annual  Meeting  of
               Stockholders  for the Fiscal Year ended September 30, 1999. (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 a Maryland corporation  organized in December of 1995 at
the direction of Heritage  Savings Bank,  F.S.B.  (the "Bank") to acquire all of
the  capital  stock that the Bank  issued in its  conversion  from the mutual to
stock  form of  ownership  (the  "Conversion").  On  March  29,  1996,  the Bank
completed the  Conversion  and became a wholly owned  subsidiary of the Company.
The Company is a unitary savings and loan holding company which,  under existing
laws,  generally is 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.

                                       1

<PAGE>

         The Bank is a federally  chartered stock savings bank  headquartered in
Lutherville, Maryland and was originally founded in 1902. The Bank 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
FHLB of Atlanta, which is one of the 12 regional banks in the FHLB System.

         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,  Hartford
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.


                                       2
<PAGE>

Lending Activities

         Loan  Portfolio  Data. Set forth below is selected data relating to the
composition  of the  Registrant's  loan  portfolio  by type of loan  and type of
security on the dates indicated:
<TABLE>
<CAPTION>
                                                          At September 30,
                                          ----------------------------------------------
                                                    1999                   1998
                                          -----------------------  ---------------------
                                                $            %          $             %
                                               ---          ---        ---           ---
                                                          (Dollars in thousands)
<S>                                        <C>             <C>      <C>            <C>
Mortgage loans:
Residential loans:
  One-to four family ....................     71,042          74.7     67,057         85.9
  Multi-family ..........................      2,352           2.5         92           .1
Commercial ..............................      6,772           7.1      4,799          6.2
Construction ............................      5,183           5.5      1,968          2.5
                                            --------    ----------     ------     --------
       Total mortgage loans .............     85,349          89.8     73,916         94.7
                                            --------    ----------     ------     --------
Consumer and other loans:
  Consumer ..............................      7,298           7.7        267           .3
  Land/lot ..............................        833            .8        952          1.3
  Commercial lines of credit ............      1,174           1.2      2,031          2.6
  Commercial loans secured by lease
      receivables .......................        438            .5        853          1.1
                                            --------    ----------   --------   ----------
       Total consumer and other loans ...      9,743          10.2      4,103          5.3
                                            --------    ----------   --------   ----------
             Total loans ................     95,092         100.0%    78,019        100.0%
                                                        ==========              ==========

Less:
  Undisbursed portion of loans in process     (3,568)                  (1,714)
  Deferred loan origination fees ........       (520)                    (521)
  Allowance for loan losses .............       (345)                    (301)
  Unamortized discount ..................       (725)                    (125)
  Other .................................         (2)                      --
                                             -------                 --------
Total loans, net ........................   $ 89,932                   75,358
                                             =======                 ========

</TABLE>

                                       3
<PAGE>

Loan Maturity Tables

The following table sets forth the estimated  maturity of the Registrant's  loan
portfolio  at  September  30, 1999.  The table does not include  prepayments  or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totaled  $19.3  million  for  the  year  ended  September  30,  1999.
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 .........................   $   157   $   899   $72,338   $73,394
Commercial real estate loans  and land/lot        52     1,530     6,023     7,605
Construction .............................        --        --     5,183     5,183
Consumer .................................       545     2,438     4,315     7,298
Commercial lines of credit ...............     1,140        34        --     1,174
Commercial loans secured by lease
  finance receivables ....................        71       367        --       438
                                             -------   -------   -------   -------
                                             $ 1,965   $ 5,268   $87,859   $95.092
                                             =======   =======   =======   =======
</TABLE>

         The following table sets forth the dollar amount of all loans due after
September 30, 2000,  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 ..............................   $53,714             $19,523             $73,237
Commercial real estate loans and land/lot .....     5,421               2,132               7,553
Construction ..................................     5,183                  --               5,183
Consumer ......................................     3,252               3,501               6,753
Commercial lines of credit and commercial loans
secured by lease finance receivables ..........       401                  --                 401
                                                  -------             -------             -------
    Total .....................................   $67,971             $25,156             $93,127
                                                  =======             =======             =======
</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.




                                       4
<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 10.75%
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 1% to 2% 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 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

                                       5
<PAGE>

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.  Prior to 1999,  consumer  loans,  which included home
equity  lines of  credit,  were  originated  by  Banker's  Affiliate,  Inc.  The
Registrant owned a one-third interest of Banker's Affiliate,  Inc. and purchased
the remaining interest during fiscal 1999.

         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, 1999,  these loans  totaled  $3.5  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.


                                       6
<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, 1999,  the  Registrant  had $1.6 million of  commitments  to cover
originations  and $3.6  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 $2.2 million at September 30, 1999.

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.

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                                  At September 30,
                                                                  ----------------
                                                                   1999      1998
                                                                  ------   -------
                                                                (Dollars in thousands)
<S>                                                              <C>      <C>
Loans accounted for on a non-accrual basis:
Mortgage loans:
  1-4 family real estate .......................................   $ --    $   383
  Home equity lines of credit ..................................     45
  Commercial ...................................................     66         --
Non-mortgage loans:
  Consumer .....................................................     19         --
  Commercial loan secured by lease financed receivables ........     33         --
                                                                   ----    -------
Total non-accrual loans ........................................    163        383
Accruing loans which are contractually past due 90 days or more:
Mortgage loans:
  Permanent loans secured by 1-4 family real estate ............     --         --
  Commercial ...................................................     38         --
Non-mortgage loans:
  Consumer .....................................................     --         --
                                                                   ----    -------
Total accruing loans greater than 90 days past due .............     38         --
                                                                   ----    -------
Total non-performing loans .....................................   $201    $   383
                                                                   ====    =======
Foreclosed real estate .........................................     13         --
                                                                   ====    =======
Total non-performing assets ....................................   $214    $   383
                                                                   ====    =======
Total non-accrual and accrual loans to net loans ...............    .22%       .51%
                                                                   ====    =======
Allowance for loan losses to total non-performing loans,
  including loans contractually past due 90 days or more ....... 171.64%     78.59%
                                                                   ====    =======
Total non-accrual and accruing loans greater than
  90 days past due to total assets .............................    .13%       .29%
                                                                   ====    =======
Total non-performing assets to total assets ....................    .14%       .29%
                                                                   ====    =======
</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
$15,498 for the year ended September 30, 1999.

         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.


                                       8
<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.

                                                         At September 30,
                                                         ----------------
                                                             1999
                                                             ----
                                                        (In Thousands)
                            Special Mention                 $2,290
                            Substandard                        161
                            Doubtful                            --
                            Loss                                --
                                                            ------
                                                            $2,451
                                                            ======

         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.


                                       9
<PAGE>

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

                                                At September 30,
                                                ----------------
                                                1999         1998
                                                ----         ----
                                             (Dollars in Thousands)

Total loans outstanding ...................   $ 89,931     $ 75,358
                                              ========     ========
Average loans outstanding .................   $ 83,094     $ 77,911
                                              ========     ========

Allowance balances (at beginning of period)   $    301     $    250
Provision (credit):
  Residential .............................         30          185
  Commercial real estate ..................         --           10
  Consumer ................................         40           --
Net (charge-offs) recoveries:
  Residential .............................        (11)        (144)
  Commercial real estate ..................         --           --
  Consumer ................................        (15)          --
                                              --------     --------
Allowance balance (at end of period) ......   $    345     $    301
                                              ========     ========
Allowance for loan losses as a percent
  of total loans outstanding ..............        .38%         .40%
                                              ========     ========
Net loans charged off as a percent of
  average loans outstanding ...............        .30%         .18%
                                              ========     ========

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>
                                                                                             September 30,
                                                                       -------------------------------------------------------------
                                                                                  1999                             1998
                                                                       --------------------------   --------------------------------
                                                                                      % 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 ................................................   $176             77.2%        $157             86.0%
  Commercial real estate ..............................................     61              7.1           61              6.2
  Construction ........................................................     68              5.5           68              2.5
  Commercial lines of credit ..........................................      4              1.2            4              2.6
  Land/lot ............................................................      1               .8            1              1.3
  Consumer ............................................................     25              7.7           --               .3
  Commercial loans secured by lease
    finance receivables ...............................................     10               .5           10              1.1
                                                                          ----           ------         ----           ------
                                                                          $345           100.00%        $301           100.00%
                                                                          ====           ======         ====           ======
</TABLE>

                                       10
<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, 1999,  Registrant  had  securities  classified  as "held to
maturity" and "available for sale" in the amount of $33,633,000 and $19,701,000,
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, 1999, the Registrant's securities available for sale had
an amortized  cost of $21,287,000  and market value of  $19,701,000  (unrealized
loss of  $1,586,000).  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,  1999,  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").


                                       11
<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.

                                                     At September 30,
                                                     ----------------
                                                      1999     1998
                                                      ----     ----
                                                     (In thousands)
Investment Securities Available For Sale:
Equity Investments ..............................   $   352   $   562
FHLB bonds ......................................    16,322    14,630
FHLMC bonds .....................................     3,027      --
                                                    -------   -------
   Total Investment Securities Available For Sale    19,701   $15,192
                                                    -------   -------

Investment Securities Held to Maturity:
FNMA bonds ......................................   $ 2,750   $ 3,750
FHLB bonds ......................................    11,300    10,850
FHLMC bonds .....................................     1,600      --
                                                    -------   -------
   Total Investment Securities Held To Maturity .    15,650    14,600
                                                    -------   -------

Interest-bearing deposits in other banks ........   $ 3,689   $ 9,849
Federal funds sold ..............................     2,290     3,394
Mortgage-backed securities held to maturity .....    17,983     7,276
FHLB stock ......................................     1,200     1,000
                                                    -------   -------
                                                     25,162    21,519
                                                    -------   -------
                                                    $60,513   $51,311
                                                    =======   =======


                                       12
<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,  1999.  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
                                        One Year or Less    Five Years        Ten Years         Ten Years     Investment 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.....................     -        -        -       -        -       -       352  1.75        352   1.75     352
  FHLB bonds.............................     -        -        -       -        -       -    16,322  6.78     16,322   6.78  16,322
Investment Securities Held to Maturity:                                                        3,027  6.59      3,027   6.59   3,027
  FNMA bonds.............................     -        -        -       -        -       -     2,750  6.78      2,750   6.78   2,569
  FHLB bonds.............................     -        -        -       -      250    7.25    11,050  6.77     11,300   6.78  10,588
  FHLMC bonds............................     -        -        -       -      100    7.00     1,500  6.59      1,600   6.62   1,493
Interest-bearing deposits in other banks. 3,689     5.45        -       -        -       -         -     -      3,689   5.45   3,689
Federal funds sold....................... 2,290     5.48        -       -        -       -         -     -      2,290   5.48   2,290
Mortgage-backed securities held
  to maturity............................     -        -        2    8.00      231    7.59    17,750  6.46     17,983   6.47  17,192
FHLB stock...............................     -        -        -       -        -       -     1,200  7.37      1,200   7.37   1,200
                                          -----               ---              ---            ------           ------         ------
  Total.................................. 5,979     5.46        2    8.00      581    7.34    53,951  6.62     60,513   6.53  58,722
                                          =====     ====      ===    ====      ===    ====    ======  ====     ======   ====  ======
</TABLE>



                                       13
<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, 1999, 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, 1999.

                                                       Certificates
                                                        of Deposits
                                                        -----------
Maturity Period                                       (In thousands)
---------------
Within three months                                        $ 208
Three through six months                                   1,230
Six through twelve months                                    833
Over twelve months                                         5,114
                                                          ------
                                                          $7,385
                                                          ======

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.

                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                       During the Year Ended
                                                                           September 30,
                                                                      ----------------------
                                                                          1999      1998
                                                                      ----------------------
                                                                        (In thousands)
<S>                                                                     <C>        <C>
Maximum amount of short-term borrowings outstanding at any month end:
  Advances from Federal Home Loan Bank ..............................   $ 9,000    $20,000
Approximate average short-term borrowings outstanding with respect to:
  Advances from Federal Home Loan Bank ..............................   $ 6,250    $ 6,917
  Approximate weighted average rate paid on:
  Advances from Federal Home Loan Bank ..............................      5.43%      5.63%
</TABLE>

Employees

         At September 30, 1999,  the Registrant had 27 full-time and 6 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.

         On  November  12,  1999,   President   Clinton   signed  into  law  the
Gramm-Leach-Bliley  Act (the "Act") which will, effective March 11, 2000, permit
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.  As a  grandfathered  unitary thrift holding  company,  the Company will
retain its authority to engage in nonfinancial activities.

Company Regulation

         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

                                       15
<PAGE>

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.

         Qualified  Thrift  Lender Test.  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. 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 the  Bank or any  other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify  as a QTL  and  were  acquired  in a  supervisory  acquisition.  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, in conjunction with the FDIC,  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 and the FDIC  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 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.


                                       16
<PAGE>

         A member of the SAIF pays an annual insurance premium to the FDIC of at
least 0.064% of total deposits of that member.  The FDIC also maintains  another
insurance  fund,  the Bank  Insurance  Fund  ("BIF"),  which  primarily  insures
commercial bank deposits. Most members of BIF pay a lower premium to the FDIC.

         After 1999, assessments for BIF and SAIF members should be the same. It
is expected that these continuing assessments for both SAIF and BIF members will
be used to repay outstanding Financing Corporation bond obligations.

         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) a leverage ratio (core capital) equal to
at least 3% of total adjusted assets, and (3) a risk-based  capital  requirement
equal to 8.0% 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 annual
amount of capital  distribution 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;  (ii)  raise
safety or  soundness  concerns;  or (iii)  violate  a  statute,  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.  Savings  institutions  must meet a QTL
test. If the Bank maintains an appropriate level of Qualified Thrift Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the FHLB of  Atlanta.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. An  association  must be in compliance  with the QTL test on a
monthly basis in nine out of every 12 months. As of September 30, 1999, the Bank
was in compliance with its QTL requirement  with 72.4% of its assets invested in
QTIs.


                                       17
<PAGE>

         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.  At September 30, 1999, the Bank's  required
liquid asset ratio was 4%.

         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, 1999, the Bank was in compliance  with these Federal Reserve Board
requirements.


                                       18
<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:
  9396 Baltimore National Pike
  Ellicott City, Maryland  21042               Leased until
                                                 May 2000

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.


                                       19
<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, 1999 (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 2000  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."


                                       20
<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,  1999 and  1998  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,  1999,
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.



                                       21
<PAGE>



                  3. The  following  exhibits  are  included  in this  Report or
incorporated herein by reference:
<TABLE>
<CAPTION>
                         <S>      <C>
                           (a)      List of Exhibits:
                            3(i)    Articles of  Incorporation  of WHG  Bancshares Corporation *
                            3(ii)   Amended Bylaws of WHG Bancshares
                                    Corporation
                           10.1     Amendment to Employment Agreement with Peggy J. Stewart **
                           10.2     Restated Severance Agreement with Robin L. Taylor **
                           10.3     Restated Severance Agreement with Diana Rohrback **
                           10.4     Amendment to the 1996 Stock Option Plan ***
                           10.5     Amendment to Management Stock Bonus Plan and Trust Agreement ***
                           10.6     Form of Directors Change In Control Severance Plan
                           13       Portions of Annual Report to Stockholders for the fiscal year ended September 30, 1999
                           21       Subsidiaries of the Registrant (See Item 1 - Description of Business)
                           23       Consent of Anderson Associates, LLP
                           27       Financial Data Schedule (electronic filing only)

</TABLE>

---------------------
*    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 June 30, 1998 Form 10-QSB filed with the
     SEC on August 12, 1998.
***  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 21, 1999.

                           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 21, 1999.
<TABLE>
<CAPTION>
<S>                                                 <C>
/s/Peggy J. Stewart                                  /s/Robin L. Taylor
--------------------------------------------         ---------------------------------------------
Peggy J. Stewart                                     Robin L. Taylor
President, Chief Executive Officer and Director      Controller
(Principal Executive Officer)                        Principal Accounting and Financial Officer)

/s/John E. Lufburrow                                 /s/Herbert A. Davis
--------------------------------------------         ---------------------------------------------
John E. Lufburrow                                    Herbert A. Davis
Chairman of the Board                                Director

/s/Philip W. Chase, Jr.                              /s/D. Edward Lauterbach, Jr.
--------------------------------------------         ---------------------------------------------
Philip W. Chase, Jr.                                 D. Edward Lauterbach, Jr.
Director                                             Director

/s/Urban P. Francis, Jr.                             /s/Edwin C. Muhly, Jr.
--------------------------------------------         ---------------------------------------------
Urban P. Francis, Jr.                                Edwin C. Muhly, Jr.
Director                                             Director

/s/Hugh P. McCormick                                 /s/August J. Seifert
--------------------------------------------         ---------------------------------------------
Hugh P. McCormick                                    August J. Seifert
Director                                             Director


</TABLE>