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, 1998

[ ]  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 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:   $8,854,000.

         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 4, 1998, was $10.8 million.

         As of December 4, 1998,  there were  issued and  outstanding  1,385,780
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, 1998. (Parts I and II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended September 30, 1998. (Part III)

                                        1

<PAGE>



                                     PART I

         WHG Bancshares  Corporation  (the "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 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

                                        2

<PAGE>



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 " -- Subsidiary Activity."

         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.

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,
                                                            ----------------------------------------------     
                                                                     1998                    1997
                                                            ----------------------    --------------------    
                                                                 $          %             $           %
                                                            ---------   ----------    --------    --------   
                                                                             (In thousands)
<S>                                                         <C>         <C>          <C>          <C>    
Type of Loans:
  Residential.....................................           $67,149      86.07       $ 72,195      89.59%
  Commercial (real estate)........................             4,799       6.15          3,242       4.02
  Construction loans..............................             1,968       2.52          1,462       1.82
  Lines of credit.................................             2,031       2.60          1,620       2.01
  Land/lot........................................               952       1.22            682        .85
  Home improvement loans..........................                 6        .01              7        .01
  Savings account loans...........................               261        .33            300        .37
  Commercial loans secured by lease
    finance receivables...........................               853       1.10          1,075       1.33
                                                              ------     ------         ------     ------
                                                             $78,019     100.00%        80,583     100.00%
                                                                         ======                    ======

Less:
  Undisbursed portion of loans in process.........            (1,714)                   (1,198)
  Deferred loan origination fees..................              (521)                     (538)
  Allowance for loan losses.......................              (301)                     (250)
  Unamortized discount on loans purchased.........              (125)                     (147)  
                                                              ------                  --------
Total loans, net..................................            75,358                  $ 78,450
                                                              ======                  ========
</TABLE>



                                        3

<PAGE>



Loan Maturity Tables

         The  following  table sets forth the  estimated  maturity of the Bank's
loan portfolio at September 30, 1998. The table does not include  prepayments or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on  loans  totalled  $16.6  million  for the  year  ended  September  30,  1998.
Adjustable-rate  mortgage  loans  are  shown as  maturing  based on  contractual
maturities.

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

1-4 family real estate mortgage...     $227      $1,123     $65,673    $67,113
Other residential commercial......       --         541       5,252      5,793
Construction......................       --          --       1,968      1,968
Consumer..........................      261          --          --        261
Lines of credit...................    1,631         400          --      2,031
Commercial loans secured by lease                                     
  finance receivables.............      134         719          --        853
                                     ------      ------      ------     ------
                                    $ 2,253      $2,783     $72,983    $78,019
                                     ======      ======      ======     ======


         The following table sets forth the dollar amount of all loans due after
September  30, 1999,  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..............       $35,080           $31,806        $66,886
Other........................................         4,156             1,637          5,793
Construction.................................         1,968                --          1,968
Lines of Credit..............................            --               400            400
Commercial loans secured by lease finance
  receivables................................           719                --            719
                                                     ------            ------         ------
    Total....................................       $41,923           $33,843        $75,766
                                                     ======            ======         ======
</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,  mortgage
insurance for the borrower is required.  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

                                        4

<PAGE>



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  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 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  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.

         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.


                                        5

<PAGE>



         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, 1998,  the
Bank had $1.1 million of commitments to cover  originations  and $1.7 million in
undisbursed funds for loans 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  (generally  financial  instruments,  not real
estate) or $500,000,  whichever is greater.  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  $2.5 million at
September 30, 1998.

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,
                                                                                       ----------------
                                                                                       1998       1997
                                                                                      -------   -------
                                                                                    (Dollars in thousands)
<S>                                                                                  <C>        <C>   
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loans secured by 1-4 dwelling units...........................            $  383     $  767
  Commercial..............................................................                --         70
                                                                                       -----     ------
Total non-accrual loans...................................................               383        837
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................................................            $  383     $  837
                                                                                       =====      =====
Foreclosed real estate....................................................                --         --
                                                                                       =====      =====
Total non-performing assets...............................................            $  383     $  837
                                                                                       =====      =====
Total non-accrual and accrual loans to net loans..........................               .51%      1.07%
                                                                                       =====      =====
Allowance for loan losses to total non-performing loans,
  including loans contractually past due 90 days or more..................             78.59%     29.86%
                                                                                       =====      =====

Total non-accrual and accrual loans to total assets.......................               .29%       .85%
                                                                                       =====      =====
Total non-performing assets to total assets...............................               .29%       .85%
                                                                                       =====      =====

</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
$25,391 for the year ended September 30, 1998.

         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 charge
off such amount. An institution's  determination as to the classification of its
assets and the amount

                                        7

<PAGE>



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,
1998,  the Bank had  $334,000,  and  $1,586,000  classified as  substandard  and
special mention assets, respectively. The Bank had no doubtful or loss assets at
September 30, 1998.

         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:


                                                         At September 30,
                                                   ----------------------------
                                                      1998               1997
                                                   --------            --------
                                                           (In thousands)

Total loans outstanding..........................   $75,358            $78,450
                                                     ======             ======
Average loans outstanding........................   $77,911            $78,643
                                                     ======             ======
Allowance balances (at beginning of period)......   $   250            $   195
Provision (credit):
  Residential....................................       185                 61
  Commercial real estate.........................        10                 --
  Consumer.......................................                           --
Net (charge-offs) recoveries:
  Residential....................................      (144)                (6)
  Commercial real estate.........................        --                 --
  Consumer.......................................        --                 --
                                                    -------            -------
Allowance balance (at end of period).............   $   301            $   250
                                                    =======            =======
Allowance for loan losses as a percent
  of total loans outstanding.....................       .40%               .32%
Net loans charged off as a percent of
  average loans outstanding......................       .39%               .01%


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,
                                              -----------------------------------------------------
                                                      1998                         1997
                                              --------------------------   ------------------------
                                                         % 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......................   $ 157         86.08%        $ 116        89.60%
  Commercial (real estate)..................      61          6.15            51         4.02
  Construction .............................      68          2.52            68         1.82
  Lines of credit...........................       4          2.60             4         2.01
  Land/lot..................................       1          1.22             1          .85
  Consumer..................................      --           .33            --          .37
  Commercial loans secured by lease
    finance receivables.....................      10          1.10            10         1.33
                                                ----        ------          ----      -------
                                               $ 301        100.00%        $ 250       100.00%
                                                ====        ======          ====      =======
</TABLE>



                                        9

<PAGE>




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, 1998,  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, 1998 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  September  30,  1998 and were all  issued by GNMA or FNMA,
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 underlying mortgages.


                                       10

<PAGE>



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.

                                                            At September 30,
                                                      --------------------------
                                                         1998            1997
                                                      ---------       ----------
                                                           (In thousands)
Investment securities available for sale:
Equity Investments.................................   $    562        $    --
Federal Home Loan Bank bonds                            14,630             --
                                                       -------         ------
Total Investment Securities available for sale.....   $ 15,192        $    --
                                                       -------         ------
Investment securities held to maturity:
Federal National Mortgage Association bonds........   $  3,750        $   500
Federal Home Loan Bank bonds.......................     10,850          2,250
Federal Home Loan Mortgage Corporation bonds.......         --          1,000
                                                       -------         ------
   Total investment securities held to maturity....     14,600        $ 3,750
                                                       -------         ------

Interest-bearing deposits in other banks...........   $  9,849        $ 3,899
Federal funds sold.................................      3,394          3,482
Mortgage-backed securities.........................      7,276          2,845
FHLB stock.........................................      1,000            753
                                                        ------         ------
   Total ..........................................    $51,311        $14,729
                                                        ======         ======




                                       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, 1998.  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
                              One Year or Less      Five Years       Ten Years     More than 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>   
Equity Investments: ......     --        --         --     --       --     --        562        --          562        --      562
Federal Home Loan Bank                                                                                  
  bonds available for sale     --        --         --     --       --     --     14,630      6.92       14,630      6.92   14,630
Federal Home Loan Bank                                                                                  
  bonds held to maturity .    250      6.81         --     --       --     --      3,500      6.94        3,750      6.94    3,784
Federal National Mortgage                                                                               
  Association bonds                                                                                     
  held to maturity .......     --        --         --     --      250    7.00    10,600      6.93       10,850      6.93   10,923
Interest-bearing deposits                                                                               
  in other banks .........  9,849      5.73         --     --       --      --        --        --        9,849      5.73    9,849
Federal funds sold .......  3,394      5.62         --     --       --      --        --        --        3,394      5.62    3,394
Mortgage-backed securities     27      8.00          3   8.00      271    7.55     6,975      6.74        7,276      6.78    7,459
FHLB stock ...............   --          --         --     --       --      --     1,000      7.56        1,000      7.56    1,000
                           ------                 ----             ---            ------                  -----             ------
     Total ............... 13,520      5.73          3   8.00      521    7.28    37,267      6.77       51,311      6.50   51,601
                           ======      ====       ====   ====      ===    ====    ======      ====       ======      ====   ======
</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.

         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, 1998, 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, 1998.

                                                     Certificates
                                                     of Deposits
                                                     -----------
Maturity Period                                     (In thousands)
---------------
Within three months.......................              $   102
Three through six months..................                  644
Six through twelve months.................                1,897
Over twelve months........................                3,241
                                                        -------
                                                        $ 5,884
                                                        =======

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,  1998,  the Bank had $20.0
million borrowings from the FHLB of Atlanta.



                                       13

<PAGE>

<TABLE>
<CAPTION>

                                                                      During the Year Ended
                                                                          September 30,
                                                                    ---------------------------
                                                                      1998               1997
                                                                    --------           --------
                                                                          (In thousands)
<S>                                                                <C>                 <C>   
Maximum amount of borrowings outstanding at any month end:
  Advances from Federal Home Loan Bank.........................     $20,000             $4,000
Approximate average short-term borrowings outstanding          
with respect to:
  Advances from Federal Home Loan Bank.........................     $ 6,917             $2,833
  Approximate weighted average rate paid on:
  Advances from Federal Home Loan Bank.........................        5.63%              5.71%

</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, 1998,
the Bank had investments in two service corporation, incorporated under Maryland
law.

         Bankers Affiliate - 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, 1998,  the Bank's  investment  totalled
$2,575,000 and had a loan payable from this subsidiary of $2,550,000.

         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, 1998, the Bank's investment totalled $41,691.

Employees

         At  September  30,  1998,  the Bank had 25  full-time  and 8  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.

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.




                                       14

<PAGE>



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.  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 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

                                       15

<PAGE>



applicable law, regulation,  rule, order or condition imposed by the FDIC or the
institution's primary regulator.

         As a member of the SAIF, the Bank paid an insurance premium to the FDIC
equal to a minimum  of 0.23% of its  total  deposits.  The FDIC  also  maintains
another insurance fund, the Bank Insurance Fund ("BIF"), which primarily insures
commercial  bank deposits.  In 1996, the annual  insurance  premium for most BIF
members  was lowered to $2,000.  The lower  insurance  premiums  for BIF members
placed SAIF members at a competitive disadvantage to BIF members.

         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. Beginning January 1, 1997, the deposit
insurance  assessment  for SAIF  members  was reduced to .064% of deposits on an
annual basis through the end of 1999. During this same period,  BIF members will
be assessed approximately .013% of deposits. 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.  As a result of these changes, beginning
January 1, 1997,  the rate of deposit  insurance  assessed the Bank  declined by
approximately 70%.

         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.

         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, 1998, 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,

                                       16

<PAGE>



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, 1998, the Bank
was in compliance with its QTL requirement with 86.82% 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, 1998, 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, 1998, the Bank was in compliance  with these Federal Reserve Board
requirements.


                                       17

<PAGE>



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.

         (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."

                                       18

<PAGE>




(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, 1998 (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  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.

                                       19

<PAGE>



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.

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, 1998
                           and 1997 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, 1998,  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.

                                       20

<PAGE>




                  3.       The following exhibits are included in this Report or
                           incorporated herein by reference:
<TABLE>
<CAPTION>
<S>    <C>                <C>      <C>
                           (a)      List of Exhibits:

                            3(i)    Articles of  Incorporation  of WHG  Bancshares Corporation *
                           3(ii)    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     Restated Severance Agreement with Nicholas Tracht **
                           10.5     Amendment to the 1996 Stock Option Plan ***
                           10.6     Amendment to Management Stock Bonus Plan and Trust Agreement ***
                           13       Annual Report to Stockholders for the fiscal year ended September 30,
                                    1998
                           21       Subsidiaries of the Registrant (See  Item 1 - Description  of  Business)  
                           23       Consent of Anderson Associates, LLP   
                           27       Financial Data Schedule (electronic filing only)


---------------------
*        Incorporated by reference to the registration statement on Form S-1 (File No. 33-80487) declared
         effective by the SEC on February 7, 1996.
**       Incorporated by reference to the 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

</TABLE>









                                       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 22, 1998.

                             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 22, 1998.

<TABLE>
<CAPTION>
<S>                                    <C>
/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                                                                                 
------------------------------------    --------------------------------------------
Hugh P. McCormick                       Herbert W. Spath
Director                                Director


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

</TABLE>