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 (No fee required)

       For the fiscal year ended   September 30, 1997
                                   ------------------

[ ]    Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934 (No fee required)
       For the transition period from              to             .
                                        ------------    ------------

Commission File No. 0-27606

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

                   Maryland                                       52-1953867
---------------------------------------------                     ----------
(State or Other Jurisdiction of Incorporation                 (I.R.S. Employer
               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:   $7,081,700

         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 5, 1997, was $16.7 million.

         As of December 5, 1997,  there were  issued and  outstanding  1,389,002
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, 1997. (Parts I and II)

         2.  Portions  of  the  Proxy   Statement  for  the  Annual  Meeting  of
Stockholders for the Fiscal Year ended September 30, 1997. (Part III)

                                        

<PAGE>



PART I

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

General

         WHG Bancshares  Corporation  (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 and investing the Company's portion of the
net proceeds obtained in the conversion.

         The Bank  which was  founded  in 1902  under  the name  West  Baltimore
Building  Association is a federally  chartered stock savings bank headquartered
in Lutherville, Maryland. In 1975, the Bank changed its name to Heritage Savings
Association  and in 1987, the Bank became a federal savings bank and changed its
name to "Heritage Savings Bank, F.S.B.".  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")  and  its   predecessor,   the  Federal   Savings  and  Loan  Insurance
Corporation,  since 1954.  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  has  investments  in  two  service  corporations.  See " --  Subsidiaries'
Activities."

         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 Bank 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 Bank'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 Bank's loan portfolio by type of loan and type of security on
the dates indicated:

<TABLE>
<CAPTION>

                                                                                   At September 30,
                                                            ----------------------------------------------------------------
                                                                       1997                                1996
                                                            ----------------------------       -----------------------------
                                                                $                 %                 $                  %
                                                             -------            -------        ---------           ---------
                                                                            (Dollars in thousands)
<S>                                                          <C>                <C>              <C>                <C>   
Type of Loans:
--------------
  Residential.....................................           $72,195             89.59%          $69,500             88.74%
  Commercial (real estate)........................             3,242              4.02             3,026              3.86
  Construction loans..............................             1,462              1.82             3,277              4.18
  Lines of credit.................................             1,620              2.01               475               .61
  Land/lot........................................               682               .85               774               .99
  Home improvement loans..........................                 7               .01                 9               .01
  Savings account loans...........................               300               .37               426               .55
  Commercial loans secured by lease
    finance receivables...........................             1,075              1.33               828              1.06
                                                              ------            ------            ------            ------
                                                              80,583            100.00%           78,315            100.00%
                                                                                ======                              ======
Less:
-----
  Undisbursed portion of loans in process.........            (1,198)                             (1,613)
  Deferred loan origination fees..................              (538)                               (603)
  Allowance for loan losses.......................              (250)                               (195)
  Unamortized discount on loans purchased.........              (147)                               (167)
                                                            --------                            --------
Total loans, net..................................           $78,450                             $75,737
                                                              ======                              ======

</TABLE>


                                        3

<PAGE>



Loan Maturity Tables

         The  following  table sets forth the  estimated  maturity of the Bank's
loan portfolio at September 30, 1997. The table does not include  prepayments or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totalled  $9.4  million  for  the  year  ended  September  30,  1997.
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>    
1-4 family real estate mortgage...................          $  591            $1,399           $71,093           $73,083
Other residential commercial......................              --               534             2,502             3,036
Construction......................................             505               957                --             1,462
Consumer..........................................             307                --                --               307
Lines of credit...................................             675               945                --             1,620
Commercial loans secured by lease
  finance receivables.............................              77               998                --             1,075
                                                            ------            ------          --------           -------
                                                             2,155             4,833            73,595           $80,583
                                                             -----             -----            ------

Less:
   Undisbured portion of loans in process.........                                                                (1,198)
   Deferred loan origination fees.................                                                                  (538)
   Allowance for loan losses......................                                                                  (250)
   Unamortized discount on loans purchased........                                                                  (147)
                                                                                                                 -------
   Loans receivable, net..........................                                                               $78,450
                                                                                                                  ======

</TABLE>

         The following table sets forth the dollar amount of all loans due after
September  30, 1998,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.
<TABLE>
<CAPTION>


                                                                                      Floating or
                                                                Fixed Rates         Adjustable Rates           Total
                                                                -----------         ----------------           -----
                                                                                    (In thousands)
<S>                                                                <C>                    <C>                 <C>    
1-4 family real estate mortgage........................            $25,160                $47,332             $72,492
Other..................................................              1,085                  2,896               3,981
Construction...........................................                 --                    957                 957
Commercial loans secured by lease finance
  receivables..........................................                998                     --                 998
                                                                    ------               --------             -------
    Total..............................................            $27,243                $51,185             $78,428
                                                                    ======                 ======              ======

</TABLE>
         One- to  Four-Family  Residential  Loans.  The Bank's  primary  lending
activity consists of the origination of one- to four-family residential mortgage
loans secured by property  located in the Bank's  primary  market area. The Bank
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 Bank
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,

                                        4

<PAGE>



mortgage insurance for the borrower is required.  The Bank primarily  originates
and retains  adjustable-rate  mortgage loans and, to a lesser  extent,  the Bank
will  originate  fixed-rate  mortgage  loans for retention in its  portfolio.  A
mortgage loan  originated by the Bank,  whether fixed- or  adjustable-rate,  can
have a term of up to 30 years.

         The Bank  requires  for all  adjustable-rate  mortgage  loans  that the
borrower  qualify at the current fully indexed rate. The Bank'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.
The Bank originates loans with initial interest rates set below market rates and
also  originates  adjustable-rate  mortgage loans with a fixed interest rate for
five years and adjustable each year  thereafter.  Mortgage loans  originated and
held by the Bank in its portfolio  generally include  due-on-sale  clauses which
provide the Bank 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 Bank's consent.

         The Bank 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 Bank's cost of funds.  Generally,  the Bank's standard
underwriting  guidelines for mortgage loans conform to FHLMC  guidelines.  It is
the current policy of the Bank to remain a portfolio lender.  The Bank 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 Bank.

         Commercial  Loans.  Commercial  loan portfolio  consist solely 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  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
Bank'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.

                                        5

<PAGE>




         Consumer  Loans.  Consumer  and home  equity  loans are  originated  by
Bankers  Affiliate,  formerly known as Cash,  Inc., a subsidiary of the Bank, of
which the Bank owns a one-third  interest.  The Bank also makes loans secured by
savings  accounts  in the Bank (share  loans)  which  generally  have rates that
adjust with the rate on the  underlying  account and are  typically 2% above the
rate on the underlying savings account. Share loans are offered subject to a 90%
loan to collateral value limit.

         Loan Approval Authority and Underwriting. All loans must be approved by
the Bank's loan  committee  and all loans over  $500,000 must be approved by the
Bank'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 Bank
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 Bank 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.

         Loan  Commitments.  The Bank 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, 1997,  the
Bank had  $2,810,000 of  commitments  to cover  originations  and  $1,198,000 in
undisbursed funds for loans in process. In addition,  at September 30, 1997, the
Bank had $788,000 in loan  applications  in process.  Management  believes  that
virtually all of the Bank'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 Bank'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.  Savings  associations are authorized to make
loans to one borrower,  for any purpose, in an amount up to $500,000. The Bank's
maximum loan to one borrower limit was approximately $1,000,000 at September 30,
1997.

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 Bank had no loans  categorized
as troubled debt restructuring within the meaning of SFAS 15.

                                        6

<PAGE>
<TABLE>
<CAPTION>
                                                                                         At September 30,
                                                                                      1997              1996
                                                                                ------------------------------
                                                                                  (Dollars in thousands)
<S>                                                                                   <C>               <C> 
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loans secured by 1-4 dwelling units...........................              $767              $405
  Commercial..............................................................                70                75
                                                                                         ---               ---
Total non-accrual loans...................................................               837               480
Accruing loans which are contractually past due 90 days or more:
Mortgage loans:
  Permanent loans secured by 1-4 dwelling units...........................                --                --
Non-mortgage loans:
  Consumer................................................................                --                --
                                                                                        ----              ----
Total accruing loans greater than 90 days past due........................                --                --
                                                                                        ----              ----
Total non-performing loans................................................              $837              $480
                                                                                         ===               ===
Foreclosed real estate....................................................             $  --             $  --
                                                                                        ====              ====
Other non-performing assets...............................................             $  --             $  --
                                                                                        ====              ====
Total non-performing assets...............................................             $ 837             $ 480
                                                                                        ====              ====
Total non-accrual and accrual loans to net loans..........................              1.07%              .63%
                                                                                        ====              ====
Allowance for loan losses to total non-performing loans,
  including loans contractually past due 90 days or more..................             29.86%            40.63%
                                                                                       =====             =====
Total non-accrual and accrual loans to total assets.......................               .85%              .50%
                                                                                         ===               ===
Total non-performing assets to total assets...............................               .85%              .50%
                                                                                         ===               ===
</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
immaterial for the year ended September 30, 1997.

         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.

         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

                                        7

<PAGE>



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.

         On the basis of  management's  review of its  assets at  September  30,
1997, the Bank had classified  $761,000 as substandard  and $76,000 of assets as
doubtful.

         Foreclosed Real Estate. Real estate acquired by the Bank as a result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold. When property is acquired, it is recorded at the fair value at
the date of foreclosure less estimated costs of disposition.

         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 Bank'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 Bank'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 Bank's
allowance for loan losses at the dates indicated:

<TABLE>
<CAPTION>

                                                                        At September 30,
                                                                     1997               1996
                                                               ----------------   ----------
                                                                     (Dollars in thousands)

<S>                                                                     <C>                <C>    
Total loans outstanding.....................................            $78,450            $75,737
                                                                         ======             ======
Average loans outstanding...................................            $78,643            $73,582
                                                                         ======             ======
Allowance balances (at beginning of period).................            $   195            $   140
Provision (credit):
  Residential...............................................                 61                 55
  Commercial real estate....................................                 --                 --
  Consumer..................................................                 --                 --
Net (charge-offs) recoveries:
  Residential...............................................                 (6)                --
  Commercial real estate....................................                 --                 --
  Consumer..................................................                 --                 --
                                                                         ------             ------
Allowance balance (at end of period)........................             $  250             $  195
                                                                         ======             ======
Allowance for loan losses as a percent
  of total loans outstanding................................                .32%               .26%
Net loans charged off as a percent of
  average loans outstanding.................................                .01%                --%
</TABLE>


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,
                                                   ------------------------------------------------------------------------
                                                                1997                                     1996
                                                   ------------------------------       -----------------------------------

                                                                  % 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......................         $  116             89.60%               $   90                88.75
  Commercial (real estate)..................             51              4.02                    40                 3.86
  Construction .............................             68              1.82                    53                 4.18
  Lines of credit...........................              4              2.01                     3                  .61
  Land/lot..................................              1               .85                     1                  .99
  Consumer..................................             --               .37                    --                  .55
  Commercial loans secured by lease
    finance receivables.....................             10              1.33                     8                 1.06
                                                       ----            ------                  ----               ------
                                                      $ 250            100.00%                $ 195               100.00%
                                                       ====            ======                  ====               ======
</TABLE>



                                        9

<PAGE>




Interest-Bearing Accounts

         At   September   30,   1997,   the   Company   held  $3.9   million  in
interest-bearing  demand deposits in other financial  institutions,  principally
the FHLB of Atlanta.  The Company  maintains these accounts in order to maintain
liquidity and improve the interest-rate sensitivity of assets.

Investment Activities and Mortgage-Backed Securities

         General.  The Bank 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 Bank has maintained a liquidity
portfolio  in  excess  of  regulatory  requirements.  Liquidity  levels  may  be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short term demand for funds to be
used in the Bank's loan  origination and other  activities.  The Bank classifies
its  investments  as securities  available-for-sale  or  investments  securities
held-to-maturity  in accordance  with SFAS No. 115. At September  30, 1997,  the
Bank's  investment  portfolio policy allowed  investments in instruments such as
U.S.  Treasury  obligations,  U.S. federal agency or federally  sponsored agency
obligations,   municipal  obligations,   mortgage-backed  securities,   banker's
acceptances,  certificates of deposit,  federal funds,  including FHLB overnight
and term  deposits (up to six months),  as well as  investment  grade  corporate
bonds,  commercial paper and the mortgage  derivative  products described below.
The Board of Directors may authorize additional investments.

         The Bank's  securities  available-for-sale  and  investment  securities
held-to-maturity  portfolios at September 30, 1997 did not contain securities of
any issuer with an aggregate  book value in excess of 10% of the Bank's  equity,
excluding those issued by the United States Government or its agencies.

         Mortgage-Backed  Securities. To supplement lending activities, the Bank
has  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,  the principal
and interest payments on which 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 such as the
Bank. Such quasi-governmental agencies, which guarantee the payment of principal
and interest to investors, primarily include FHLMC, Government National Mortgage
Association ("GNMA"), and FNMA.

         The   Bank's    mortgage-backed    securities    were   classified   as
held-to-maturity  at June  30,  1997  and  were  all  issued  by GNMA or  FHLMC,
representing  participating  interests in direct pass-through pools of long-term
mortgage  loans  originated  and  serviced  by the  issuers  of the  securities.
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  typically are issued with stated principal
amounts and the securities are backed by pools of mortgages that have loans with
interest  rates  that  are  within  a 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.
As a result,  the interest rate risk  characteristics  of the underlying pool of
mortgages (i.e., fixed-rate or adjustable-rate), as well as 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

                                       10

<PAGE>



underlying mortgages.  Mortgage-backed  securities issued by FHLMC and GNMA make
up a majority of the pass-through certificates market.

Investment Activities

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

<TABLE>
<CAPTION>

                                                                        At September 30,
                                                                     ---------------------------
                                                                        1997             1996
                                                                     -----------     -----------

                                                                         (In thousands)
<S>                                                                    <C>             <C>    
Investment securities:
Federal National Mortgage Association bonds..................          $  500          $    --
Federal Home Loan Bank bonds.................................           2,250            1,500
Federal Home Loan Mortgage Corporation bonds.................           1,000            1,000
                                                                        -----            -----
   Total investment securities...............................          $3,750           $2,500
                                                                        =====            =====

Interest-bearing deposits in other banks.....................          $3,899           $4,077
Federal funds sold...........................................           3,482            2,428
Securities purchased under agreements to resell..............              --            2,000
Mortgage-backed securities...................................           2,845            3,022
FHLB stock...................................................             753              683
                                                                        -----            -----
   Total ....................................................         $10,979          $12,210
                                                                       ======           ======
</TABLE>


                                       11

<PAGE>




         The  following  table sets forth  information  regarding  the scheduled
maturities,  carrying  values,  market value and weighted average yields for the
Bank's  investment  securities  portfolio at September  30, 1997.  The following
table does not take into  consideration  the effects of scheduled  repayments or
the effects of possible prepayments.
<TABLE>
<CAPTION>
                                                           As of September 30, 1997
                                                More than One to More than Five to      More than
                              One Year or Less    Five Years         Ten Years          Ten Years     Total 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>   
Federal Home Loan
  Bank bonds.................. $    --      --%   $   --      --%  $  750    7.41%    $1,500   7.36%  $ 2,250    7.38%   $2,231
Federal National Mortgage
  Association bonds...........      --      --        --      --      500    6.69         --     --       500    6.69       492
Federal Home Loan
  Mortgage Corporation bonds..      --      --        --      --    1,000    7.67         --     --     1,000    7.67     1,001
Interest-bearing deposits
  in other banks..............   3,656    5.65       243    5.78       --      --         --     --     3,899    5.66     3,899
Federal funds sold............   3,482    6.38        --      --       --      --         --     --     3,482    6.38     3,482
Mortgage-backed securities....      35    8.00        --      --      322    7.47      2,488   6.61     2,845    6.73     2,845
FHLB stock....................      --      --        --      --       --      --        753   7.25       753      --       753
                               -------  ------     -----   -----    -----   -----      -----  -----    ------   -----    ------
     Total....................  $7,173    6.02%   $  243    5.78%  $2,572    7.39%    $4,741   6.94%  $14,729    6.55%  $14,703
                                 =====  ======     =====   =====    =====   =====      =====  =====    ======   =====    ======
</TABLE>

                                       12


  

<PAGE>



Sources of Funds

         General. Deposits are the major external source of the Bank's funds for
lending and other investment purposes.  The Bank 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.  The Bank had no FHLB advances at
September 30, 1997.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from within the Bank'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 Bank 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, 1997, the Bank had no brokered accounts.

         Certificates  of Deposit.  The following  table indicates the amount of
the Bank's  certificates  of deposit of $100,000 or more by time remaining until
maturity as of September 30, 1997.

                                                   Certificates
                                                   of Deposits
Maturity Period                                   (In thousands)
---------------
Within three months....................               $  140
Three through six months...............                1,129
Six through twelve months..............                  965
Over twelve months.....................                1,222
                                                      ------
                                                      $3,456
                                                      ======

Borrowings

         The Bank 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 Bank's  stock in the FHLB of Atlanta and a portion of
the Bank'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 Bank, if the need arises,  may also access the Federal  Reserve
Bank  discount  window to  supplement  its supply of lendable  funds and to meet
deposit withdrawal requirements.  At September 30, 1997, the Bank had $4,000,000
borrowings from the FHLB of Atlanta.



                                       13

<PAGE>
<TABLE>
<CAPTION>
                                                                 During the Year Ended
                                                                     September 30,
                                                              ---------------------------
                                                                 1997              1996
                                                              ---------          --------
                                                                     (In thousands)
<S>                                                             <C>                <C>   
Maximum amount of borrowings outstanding at 
any month end:
  Advances from Federal Home Loan Bank..................        $4,000             $2,000
</TABLE>



<TABLE>
<CAPTION>
                                                                    For the Year Ended
                                                                        September 30,
                                                               -----------------------------
                                                                  1997              1996
                                                               ---------         -----------
                                                                      (In thousands)
Approximate average short-term borrowings outstanding 
with respect to:
<S>                                                             <C>               <C>    
  Advances from Federal Home Loan Bank..................        $2,833            $ 1,321
  Approximate weighted average rate paid on:
  Advances from Federal Home Loan Bank..................         5.71%              5.77%

</TABLE>

         Subsidiary Activity

         The Bank is  permitted  to invest up to 2% of its assets in the capital
stock of, or secured or unsecured  loans to,  subsidiary  corporations,  with an
additional  investment  of 1% of  assets  when  such  additional  investment  is
utilized primarily for community  development  purposes.  At September 30, 1997,
the Bank had investments in two service corporation, incorporated under Maryland
law.

         Bankers Affiliate (formerly named Cash, Inc.) - BA

         BA was formed in April 1983 as a service corporation for the purpose of
originating  consumer  loans.  BA is  equally  owned by the Bank as other  local
thrift  institutions.  At September  30, 1997,  the Bank's  investment  totalled
$25,000 and had a loan payable from this subsidiary of $2,900,000.

         Mapleleaf Mortgage Corporation - MMC

         MMC was  formed in June 1996 and is a  wholly-owned  subsidiary  of the
Bank.  The  purpose of MMC is to engage in  mortgage  brokerage  activities.  At
September 30, 1997, the Bank's investment totalled $29,575.

Employees

         At  September  30,  1997,  the Bank had 23  full-time  and 10 part-time
employees.  None  of  the  Bank's  employees  are  represented  by a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.


                                       14

<PAGE>



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.

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 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. 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.


                                       15

<PAGE>



         Under  separate  proposed  legislation,  Congress  is  considering  the
elimination of the federal thrift charter and the separate federal regulation of
thrifts.  As a result,  the Bank might have to convert to a different  financial
institution  charter and be  regulated  under  federal law as a bank,  including
being subject to the more restrictive  activity  limitations imposed on national
banks.  The Bank cannot  predict the impact of its  conversion to, or regulation
as, a bank until the legislation requiring such change is enacted.

         Insurance of Deposit Accounts.  The Bank's deposit accounts 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  FDIC  may  also  prohibit  an  insured
depository institution from engaging in any activity the FDIC determines poses a
serious threat to the SAIF.

         The FDIC  charges an annual  assessment  for the  insurance of deposits
based on the risk a particular  institution poses to its deposit insurance fund,
depending upon the institution's risk  classification.  This risk classification
is based on an institution's  capital group and supervisory subgroup assignment.
In addition,  the FDIC is authorized to increase  deposit  insurance  rates on a
semi-annual  basis if it  determines  that such action is necessary to cause the
balance  in the  SAIF  to  reach  the  designated  reserve  ratio  of  1.25%  of
SAIF-insured  deposits  within a reasonable  period of time. The FDIC may impose
special  assessments  on SAIF members to repay  amounts  borrowed  from the U.S.
Treasury  or for any  other  reason  deemed  necessary  by the  FDIC.  Prior  to
September 30, 1996, savings  associations paid within a range of .23% to .31% of
domestic  deposits and the SAIF was  substantially  underfunded.  By comparison,
prior to  September  30,  1996,  members  of the Bank  Insurance  Fund  ("BIF"),
predominantly  commercial banks,  were required to pay  substantially  lower, or
virtually no, federal deposit insurance premiums.

         Effective  September  30,  1996,  federal  law was revised to mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995.  The Bank recorded a $506,000  pre-tax
expense for this  assessment at September 30, 1996.  Beginning  January 1, 1997,
deposit  insurance  assessments  for SAIF members were reduced to  approximately
 .064% of deposits on an annual basis;  this rate may continue through the end of
1999. During this same period,  BIF members are expected to be annually assessed
approximately  .013%  of  deposits.  Thereafter,  assessments  for BIF and  SAIF
members  should be the same and the SAIF and BIF may be merged.  It is  expected
that these continuing  assessments for both SAIF and BIF members will be used to
repay outstanding Financing  Corporation bond obligations.  As a result of these
changes,  beginning January 1, 1997, the rate of deposit insurance  assessed the
Bank substantially declined.

         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.  OTS regulations
require  the  Bank  to  give  the OTS 30 days  advance  notice  of any  proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company.


                                       16

<PAGE>



         OTS regulations  impose  limitations upon all capital  distributions by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
September 30, 1997, the Bank was a Tier 1  institution.  In the event the Bank's
capital fell below its fully  phased-in  requirement or the OTS notified it that
it was in need of more than  normal  supervision,  the  Bank's  ability  to make
capital distributions could be restricted. In addition, the OTS could prohibit a
proposed  capital  distribution  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that such distribution would
constitute an unsafe or unsound practice.

         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, 1997, the Bank
was in compliance with its QTL requirement with 88.57% of its assets invested in
QTIs.

         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, 1997, the Bank's  required
liquid asset ratio was 5%.



                                       17

<PAGE>



         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, 1997, the Bank was in compliance  with these Federal Reserve Board
requirements.

Item 2. Description of Property
-------------------------------

(a)      Properties.

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



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

MAIN OFFICE:
  1505 York Road                               Owned
  Lutherville, Maryland
  21093

HAMILTON OFFICE:
  4228 Harford Road                            Owned
  Baltimore, Maryland  21214

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

ELLICOTT CITY OFFICE:
  9396 Baltimore National Pike              Leased until
  Ellicott City, Maryland                     May 2000
  21042

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 Bank's
investment  policies and any  regulatory  or Board of  Directors'  percentage of
assets  limitations  regarding certain  investments.  The Bank's investments are
primarily acquired to produce income,  and to a lesser extent,  possible capital
gain.


                                       18

<PAGE>



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

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

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

(c)      Description of Real Estate and Operating Data.

         Not Applicable.

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, 1997 (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.


                                       19

<PAGE>



                                    PART III

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

         The information  contained under the sections  captioned "Section 16(a)
Beneficial Ownership Reporting  Compliance" and "I - Information with Respect to
Nominees for Director,  Directors Continuing in Office, and Executive Officers -
Election  of  Directors"  and  "  -  Biographical  Information"  in  the  "Proxy
Statement" is incorporated herein by reference.

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

         The  information  contained  in the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

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

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the first  chart in the section  captioned  "I -
                  Information  with Respect to Nominees for Director,  Directors
                  Continuing  in Office,  and  Executive  Officers" in the Proxy
                  Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to the first  chart in the section  captioned  "I -
                  Information  with Respect to Nominees for Director,  Directors
                  Continuing  in Office,  and  Executive  Officers" in the Proxy
                  Statement.

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

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" in the Proxy Statement.



                                       20

<PAGE>



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

         (a)      The following documents are filed as a part of this report:

                  1.  The  following  financial  statements  and the  report  of
independent  accountants of the Registrant  included in the Registrant's  Annual
Report to  Stockholders  for the fiscal  year ending  September  30,  1997,  are
incorporated herein by reference and also in Item 7 hereof.

         Report of Independent Auditors

         Consolidated Statements of Financial Condition as of September 30, 1997
         and 1996.

         Consolidated Statements of Operations for the Years Ended September 30,
         1997 and 1996.

         Consolidated  Statements  of  Stockholders'  Equity for the Years Ended
         September 30, 1997 and 1996.

         Consolidated Statements of Cash Flows for the Years Ended September 30,
         1997 and 1996.

         Notes to Consolidated Financial Statements.

                  2.  Other  than  as  set  forth  below,   Financial  Statement
Schedules for which provision is made in the applicable  accounting  regulations
of the  Securities  and Exchange  Commission  ("SEC") are not required under the
related instructions or are inapplicable and therefore have been omitted.

                  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)   Bylaws of WHG Bancshares Corporation *
                  10.1     Employment Agreement with Peggy J. Stewart *
                  10.2     Severance Agreement with Robin L. Taylor *
                  10.3     Severance Agreement with Diana Rohrback *
                  10.4     Severance Agreement with Nicholas Tracht *
                  10.5     1996 Stock Option Plan **
                  10.6     Management Stock Bonus Plan and Trust Agreement **
                  13       Portions of Annual Report to Stockholders for the
                             fiscal year ended September 30, 1997
                  21       Subsidiaries of the Registrant (See Item 1 - 
                             Description of Business and -- Subsidiary Activity)
                  27       Financial Data Schedule ***
---------------------
*    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 proxy statement for the special meeting of
     stockholders filed with the SEC on August 27, 1996.
***  Only included in electronic filing.

                  (b)      Not applicable


                                       21

<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 19, 1997.

                          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 19, 1997.

/s/Peggy J. Stewart                 /s/ Robin L. Taylor
----------------------------------  --------------------------------------------
Peggy J. Stewart                    Robin L. Taylor
President, Chief Executive Officer  Controller
  and Director                      (Principal Accounting and Financial Officer)
(Principal Executive 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/Herbert W. Spath
----------------------------------  --------------------------------------------
Hugh P. McCormick                   Herbert W. Spath
Director                            Director

/s/August J. Seifert
----------------------------------  
August J. Seifert
Director