U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

                                   (Mark One)


[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

             For the quarterly period ended March 31, 2002

[ ]  Transition Report under Section 13 or 15(d) of the Exchange Act

For the transition period from ______ to ______

                         Commission File Number: 0-24589

                               BCSB BANKCORP, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


          UNITED STATES                                           52-2108333
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

            4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236
            --------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (410) 256-5000
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code)

                                       N/A
--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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
                                                                -----    ------

     As of May 9, 2002,  the issuer had 5,867,322  shares of Common Stock issued
and outstanding.

Traditional Small Business Disclosure Format (check one):

Yes       No   X
   ----      ----
<PAGE>

                                    CONTENTS

                                                                            PAGE
                                                                            ----

PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements

         Consolidated Statements of Financial Condition as of
            March 31, 2002 (unaudited) and September 30, 2001................2

         Consolidated Statements of Operations for the Six Months and
            Three Months Ended March 31, 2002 and 2001 (unaudited)...........3

         Consolidated Statements of Cash Flows for the Six Months Ended
            March 31, 2002 and 2001 (unaudited)..............................4

     Notes to Consolidated Financial Statements..............................7

Item 2.  Management's Discussion and Analysis or Plan of Operation...........9


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings...................................................17

Item 2.  Changes in Securities and Use of Proceeds...........................17

Item 3.  Defaults Upon Senior Securities.....................................17

Item 4.  Submission of Matters to a Vote of Security Holders.................17

Item 5.  Other Information...................................................18

Item 6.  Exhibits and Reports on Form 8-K....................................18


SIGNATURES...................................................................19

                                       1
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 -----------------------------------------------
<TABLE>
<CAPTION>
                                                                              MARCH 31,        SEPTEMBER 30,
                                                                                2002               2001
                                                                                ----               ----
                                                                             (UNAUDITED)
                                      Assets
                                      ------
<S>                                                                      <C>                 <C>
Cash                                                                     $    3,186,869      $    4,055,985
Interest bearing deposits in other banks                                      6,521,935           7,952,621
Federal funds sold                                                            2,349,415           3,313,392
Investment securities, held to maturity                                      10,996,114          18,494,349
Investment securities, available for sale                                    55,727,999          23,968,640
Loans receivable, net                                                       270,952,771         268,010,050
Loans held for sale                                                             784,942                  --
Mortgage backed securities, held to maturity                                 35,605,028          41,655,039
Mortgage backed securities, available for sale                               33,313,811          11,441,785
Foreclosed real estate, net                                                          --              80,569
Premises and equipment, net                                                   6,816,274           6,974,815
Federal Home Loan Bank of Atlanta stock                                       2,489,700           1,834,400
Accrued interest receivable  - loans                                            879,969             930,784
                             - investments                                      468,456             609,585
                             - mortgage backed securities                       366,569             304,094
Deferred and prepaid income taxes                                               725,635             195,544
Other assets                                                                  1,208,611           1,061,672
                                                                         --------------      --------------
Total assets                                                             $  432,394,098      $  390,883,324
                                                                         ==============      ==============
                Liabilities and Stockholders' Equity
                ------------------------------------
Liabilities
-----------
  Deposits                                                               $  369,166,386      $  325,785,538
  Advances from the Federal Home Loan Bank of Atlanta                        15,800,000          17,800,000
  Advance payments by borrowers for taxes and insurance                       2,045,588           1,147,121
  Income taxes payable                                                           42,492               5,901
  Payables to disbursing agents                                                 128,326             109,259
  Dividends payable                                                             264,046             264,045
  Other liabilities                                                           1,636,637           3,041,070
                                                                         --------------      --------------
Total liabilities                                                           389,083,475         348,152,934

Commitments and contingencies

Stockholders' Equity
--------------------
  Common stock (Par value $.01 - 13,500,000 authorized,
    5,867,322 outstanding at March 31, 2002
    and September 30, 2001 respectively)                                         58,673              58,673
  Additional paid-in capital                                                 20,115,568          20,116,467
  Retained earnings (substantially restricted)                               24,571,551          24,556,126
   Accumulated Other Comperhensive Income                                      (461,478)            281,924
  Employee Stock Ownership Plan                                              (1,051,836)         (1,143,300)
  Stock held by Rabbi Trust                                                  (1,196,500)         (1,139,500)
   Obligation under Rabbi-Trust                                               1,274,644                  --
                                                                         --------------      --------------
                                                                             43,310,623          42,730,390
                                                                         --------------      --------------
Total liabilities and retained earnings                                  $  432,394,098      $  390,883,324
                                                                         ==============      ==============
</TABLE>

The accompanying notes to the consolidated  financial statements are an integral
part of these statements.

                                       2
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                FOR SIX  MONTHS ENDED             FOR THREE MONTHS ENDED
                                                                        MARCH  31,                       MARCH 31,
                                                              --------------------------------------------------------------
                                                                  2002            2001             2002               2001
                                                              -----------      -----------       -----------       ----------
<S>                                                           <C>              <C>               <C>               <C>
Interest Income
---------------
  Interest and fees on loans                                  $10,118,695      $ 9,234,801       $ 5,014,499       $4,617,859
  Interest on mortgage backed securities                        1,651,973          667,901           825,760          333,216
  Interest and dividends on investment securities               1,403,068        1,424,015           729,996          733,440
  Other interest income                                           105,429          388,441            46,354          254,474
                                                              -----------      -----------       -----------       ----------
Total interest income                                          13,279,165       11,715,158         6,616,609        5,938,989

Interest Expense
----------------
  Interest on deposits                                          7,033,929        6,705,777         3,404,255        3,428,628
  Interest on borrowings - short term                             319,015          164,128           123,592           64,099
  Other Interest Expense                                            1,000            1,936                --              880
                                                              -----------      -----------       -----------       ----------
Total interest expense                                          7,353,944        6,871,841         3,527,847        3,493,607
                                                              -----------      -----------       -----------       ----------

  Net interest income                                           5,925,221        4,843,317         3,088,762        2,445,382
  Provision for losses on loans                                    69,370           69,464             5,508           43,895
                                                              -----------      -----------       -----------       ----------
  Net interest income after provision
  for losses on loans                                           5,855,851        4,773,853         3,083,254        2,401,487

Other Income (Loss)
-------------------
  Gain (loss) on sale of foreclosed real estate                        --           15,751                --           15,751
  Gain on Sale of Loans                                           109,458           27,293            91,193           27,293
  Provision for Losses on Loans held for sale                     (10,761)              --            37,060               --
  Servicing fee income                                              9,464            6,804             5,705            3,722
  Fees and charges on loans                                        86,174           75,423            45,810           38,481
  Fees on transaction accounts                                    191,598          126,132           103,611           56,056
  Rental income                                                    51,259           47,273            27,529           24,335
  Gain from sale of investments                                    17,510               --            17,510               --
  Gain on sale of Mortgage Backed Securities                        1,076               --             1,076               --
  Miscellaneous income                                              5,244           54,514           (15,241)          27,851
                                                              -----------      -----------       -----------       ----------
  Net other income (loss)                                         461,022          353,190           314,253          193,489

Non-Interest Expenses
---------------------
  Salaries and related expense                                  2,798,727        2,880,620         1,422,676        1,501,263
  Occupancy expense                                               607,399          541,040           310,238          289,407
  Deposit insurance premiums                                       76,615           61,930            43,082           31,481
  Data processing expense                                         449,367          331,817           218,295          228,358
  Property and equipment expense                                  472,978          410,552           248,849          211,661
  Professional fees                                                97,917           78,020            53,000           28,373
  Advertising                                                     476,445          501,463           208,428          232,388
  Telephone, postage and office supplies                          224,569          222,589           122,159          129,506
  Other expenses                                                  225,400          134,756            83,977           90,365
                                                              -----------      -----------       -----------       ----------
Total non-interest expenses                                     5,429,417        5,162,787         2,710,704        2,742,802
                                                              -----------      -----------       -----------       ----------

Income (loss) before tax provision                                887,456          (33,744)          686,813         (147,826)
Income tax provision (benefit)                                    343,939           (9,021)          266,472          (53,811)
                                                              -----------      -----------       -----------       ----------
Net income (loss)                                             $   543,517      $   (24,723)      $   420,341       $  (94,015)
                                                              ===========      ===========       -----------       ----------

Basic earnings (loss) per share                               $       .10      $       .00       $       .08       $     (.02)
                                                              ===========      ===========       ===========       ==========

Diluted earnings (loss) per share                             $       .10      $       .00       $       .07       $     (.02)
                                                              ===========      ===========       ===========       ==========
</TABLE>
The accompanying notes to the consolidated  financial statements are an integral
part of these statements.
                                       3
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                ------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 FOR SIX MONTHS ENDED
                                                                                       MARCH 31,
                                                                          --------------------------------
                                                                                2002              2001
                                                                          ------------         -----------
<S>                                                                       <C>                  <C>
Operating Activities
--------------------
   Net Income (Loss)                                                      $   543,517          $   (24,723)
  Adjustments to Reconcile Net Income (Loss) to Net
  Cash Provided by Operating Activities
  -------------------------------------------------
    Amortization /(Accretion) of discount on investments                       (4,080)               5,068
    Dividends on Investment Securitites                                      (426,154)                  --
    Gain on Sale of Investments                                               (17,510)                  --
    Loans originated for sale                                              (7,459,655)                  --
    Loans Sold                                                              6,773,410            2,804,906
    Gain on sale of loans                                                    (109,458)             (27,293)
    Loan fees (costs) deferred, net                                            99,615              (76,286)
    Amortization of deferred loan (fees) costs, net                          (102,918)              14,290
    Provision for losses on loans                                              69,370               69,464
    Provision for losses on loans held for sale                                10,761                   --
    Non-cash compensation under Stock-Based Benefit Plans                      90,565               64,207
    Amortization of premium on mortgage backed securities                     102,935                2,607
    Gain on sale of mortgage backed securities                                 (1,076)                  --
    Provision for depreciation                                                411,095              360,734
    Gain on Sale of Real Estate Owned                                              --              (15,751)
    Decrease in accrued interest receivable on loans                           50,815               89,413
    Decrease in accrued interest receivable on investments                    141,129              146,266
    Increase in accrued interest receivable
     on mortgage backed securities                                            (62,475)             (12,874)
    Increase in prepaid income taxes                                         (121,182)            (226,774)
    Decrease  in deferred income tax assets                                    47,482                5,275
    Increase in other assets                                                 (146,939)            (291,141)
    Decrease in accrued interest payable on deposits                          (54,317)            (436,802)
    Increase (decrease) in income taxes payable                                36,591              (23,331)
    Decrease  in other liabilities and payables to
    disbursing agents                                                        (110,471)            (156,606)
                                                                          -----------           ----------
Net cash provided (used) by operating activities                             (238,950)           2,270,649
</TABLE>

                                       4
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     FOR SIX MONTHS ENDED
                                                                                          MARCH 31,
                                                                              -----------------------------
                                                                                  2002             2001
                                                                              ------------     -----------
<S>                                                                           <C>              <C>
Cash Flows from Investing Activities
------------------------------------
    Proceeds from maturing interest bearing deposits                           $  2,154,000    $  2,561,000
    Purchase of interest bearing deposits                                                --        (792,000)
    Purchase of investment securities-available for sale                        (38,387,242)             --
    Proceeds from maturites of investment securities- available for sale          2,000,000              --
    Proceeds from sale of investment securities- available for sale               5,013,875              --
    Purchases of investment securities - held to maturity                          (500,000)    (23,531,199)
    Proceeds from maturities of investment securities - held to maturity          8,000,000      25,210,000
    Longer term loans originated                                                (25,778,983)    (13,211,956)
    Principal collected on longer term loans                                     25,069,140       9,223,677
    Net (increase)/decrease  in short-term loans                                 (2,289,075)        478,681
    Purchase of mortgage backed securities- available for sale                  (31,832,646)             --
    Principal collected on mortgage backed securities- available for sale         6,889,484              --
    Proceeds from sale of mortgage backed securities- available for sale          2,697,603              --
    Purchase of mortgage backed securities- held to maturity                     (1,686,487)     (7,972,810)
    Principal collected on mortgage backed securities-held to maturity            7,678,182       5,161,675
    Proceeds from sales of foreclosed real estate                                    80,569          50,000
    Purchase of WHG Bankcorp Stock                                                 (819,936)             --
    Investment in premises and equipment                                           (252,554)       (639,146)
    Purchase of Federal Home Loan Bank of Atlanta stock                            (655,300)             --
                                                                                -----------     -----------
    Net cash used by investing activities                                       (42,619,370)     (3,462,078)

Cash Flows from Financing Activities
------------------------------------
    Net increase in demand deposits, money market, passbook
    accounts and advances by borrowers for taxes and
    insurance                                                                    15,703,672       2,413,384
    Net increase in certificates of deposit                                      28,629,960      26,038,200
    Increase in Federal Home Loan Bank of Atlanta advances                        4,750,000              --
    Repayment of Federal Home Loan Bank of Atlanta advances                      (6,750,000)     (5,500,000)
    Acquisition of Stock for Rabbi Trust                                            (57,000)        (87,974)
    Treasury Stock Purchase                                                              --        (158,695)
    Increase/(decrease) in Dividends Payable                                              1          (2,375)
    Dividends declared on stock                                                    (528,092)       (530,653)
                                                                                -----------     -----------
        Net cash provided by financing activities                                41,748,541      22,171,887
                                                                                -----------     -----------

Increase (decrease) in cash and cash equivalents                                 (1,109,779)     20,980,458
Cash and cash equivalents at beginning of period                                 12,968,998       7,961,710
                                                                                -----------     -----------
Cash and cash equivalents at end of period                                      $11,859,219     $28,942,168
                                                                                ===========     ===========
</TABLE>

                                       5
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND
                               -------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                FOR SIX MONTHS ENDED
                                                                                     MARCH 31,
                                                                            -----------------------------
                                                                                2002             2001
                                                                            ------------     -----------
<S>                                                                         <C>              <C>
The following is a summary of cash and cash equivalents:
    Cash                                                                   $  3,186,869        $  6,265,453
    Interest bearing deposits in other banks                                  6,521,935          22,064,983
    Federal funds sold                                                        2,349,415           3,162,732
                                                                           ------------        ------------
    Balance of cash items reflected on Statement of
      Financial Condition                                                    12,058,219          31,493,168

        Less - certificate of deposit with a maturity of
          more than three months                                                199,000           2,551,000
                                                                           ------------        ------------
Cash and cash equivalents reflected on the
    Statement of Cash Flows                                                $ 11,859,219        $ 28,942,168
                                                                           ============        ============
Supplemental Disclosures of Cash Flows Information:
    Cash paid during the period for:

    Interest                                                               $  7,496,391        $  3,387,524
                                                                           ============        ============
    Income taxes                                                           $    345,400        $        500
                                                                           ============        ============
Transfer from loans to real estate acquired through foreclosure            $         --        $    109,421
                                                                           ============        ============
</TABLE>

The accompanying notes to the consolidated  financial statements are an integral
part of these statements.

                                       6
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

Note 1 -  Principal of Consolidation
          -------------------------

          BCSB  Bankcorp,  Inc. (the  "Company")  owns 100% of Baltimore  County
          Savings Bank, F.S.B. and subsidiaries (the "Bank") and also invests in
          federal funds sold,  interest-bearing deposits in other banks and U.S.
          Agency  bonds.   The  Bank  owns  100%  of  Baltimore  County  Service
          Corporation  and Ebenezer  Road,  Inc. The  accompanying  consolidated
          financial  statements  include the accounts and  transactions of these
          companies on a consolidated  basis since the date of acquisition.  All
          intercompany  transactions  have been  eliminated in the  consolidated
          financial  statements.  Ebenezer Road, Inc. sells insurance  products.
          Baltimore  County  Service  Corporation  has invested in several joint
          ventures  formed for the  purpose  of  developing  real  estate and is
          currently  investing in brokered lease loans.  These  investments have
          been  accounted  for  on  the  equity  method  and  separate   summary
          statements are not presented  since the data contained  therein is not
          material in relation to the consolidated financial statements.

Note 2 -  Basis for Financial Statement Presentation
          ------------------------------------------

          The accompanying  consolidated financial statements have been prepared
          in accordance with  accounting  principles  generally  accepted in the
          United  States  of  America  and  the  instructions  to  Form  10-QSB.
          Accordingly,  they do not include all of the  disclosures  required by
          accounting  principles  generally  accepted  in the  United  States of
          America  for  complete  financial   statements.   In  the  opinion  of
          management,  all  adjustments  (none of which were  other than  normal
          recurring accruals) necessary for a fair presentation of the financial
          position and results of operations for the periods presented have been
          included.  The financial  statements of the Company are presented on a
          consolidated  basis with those of the Bank.  The results for the three
          months  and six  months  ended  March  31,  2002  are not  necessarily
          indicative of the results of  operations  that may be expected for the
          year ended September 30, 2002. The consolidated  financial  statements
          should  be  read  in  conjunction  with  the  consolidated   financial
          statements  and related notes which are  incorporated  by reference in
          the  Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
          September 30, 2001.

Note 3 -  Cash Flow Presentation
          ----------------------

          For  purposes  of  the  statements  of  cash  flows,   cash  and  cash
          equivalents include cash and amounts due from depository institutions,
          investments  in  federal  funds,  and  certificates  of  deposit  with
          original maturities of 90 days or less.

Note 4 -  Earnings Per Share
          ------------------

          Basic per share  amounts are based on the weighted  average  shares of
          common  stock  outstanding.  Diluted  earnings  per share  assume  the
          conversion,  exercise  or  issuance  of  all  potential  common  stock
          instruments  such as options,  warrants  and  convertible  securities,
          unless the effect is to reduce a loss or increase  earnings per share.
          No  adjustments  were made to net income  (numerator)  for all periods
          presented.  The basic and diluted weighted average shares  outstanding
          for the  three  months  and six  months  ended  March  31,  2002 is as
          follows:
                                       7
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

Note 4 - Earnings Per Share (Continued)
         ------------------
<TABLE>
<CAPTION>
                                                                 For the Six Months Ended March 31, 2002
                                                              --------------------------------------------
                                                                Income               Shares      Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>             <C>
         Income available to Shareholders                     $   543,517        5,562,279       $   0.10

         Effect of dilutive shares                                     --          140,863             --
                                                              -----------        ---------       --------
         Diluted EPS
         -----------

         Income available to common stockholders
           plus assumed conversions                           $    543,517       5,703,142       $   0.10
                                                              ============       =========       ========
<CAPTION>

                                                               For the Three Months Ended March 31, 2002
                                                              --------------------------------------------
                                                                Income               Shares      Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>             <C>
         Income available to shareholders                     $   420,341        5,561,492       $   0.08

         Effect of dilutive shares                                     --          145,153             --
                                                              -----------        ---------       --------
         Diluted EPS
         -----------

         Income available to common stockholders
           plus assumed conversions                           $   420,341        5,706,645       $   0.07
                                                              ============       =========       ========
</TABLE>

Note 5 -  Regulatory Capital
          ------------------

          The following  table sets forth the Bank's  capital  position at March
          31, 2002.
<TABLE>
<CAPTION>
                                                                                              To Be Well
                                                                                          Capitalized Under
                                                                    For Capital            Prompt Corrective
                                            Actual                Adequacy Purposes        Action Provision
                                    ----------------------    -----------------------   ------------------------
                                    Actual           % of     Required         % of     Required          % of
                                    Amount           Assets    Amount         Assets     Amount            Assets
----------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>    <C>              <C>      <C>                <C>
Tangible (1)                     $ 32,622,230          7.69%  $ 6,366,686      1.50%     $       N/A       N/A%
Tier 1 capital (2)                 32,622,230         13.82           N/A       N/A       14,158,834       6.00
Core (1)                           32,622,230          7.69    16,977,828      4.00       21,222,285       5.00
Risk-weighted (2)                  34,195,828         14.49    18,878,445      8.00       23,598,056      10.00
<FN>
____________
(1)      To adjusted total assets.
(2)      To risk-weighted assets.
</FN>
</TABLE>

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

     The  Company  was formed by the Bank to become the  holding  company of the
Bank following the Bank's  reorganization  to the mutual holding company form of
organization (the "Reorganization").  The Reorganization was consummated on July
8, 1998.

     The Company's net income is dependent primarily on its net interest income,
which is the difference  between interest income earned on its loan,  investment
securities  and  mortgage-backed  securities  portfolio  and  interest  paid  on
interest-bearing  liabilities.  Net  interest  income is  determined  by (i) the
difference  between yields earned on  interest-earning  assets and rates paid on
interest-bearing  liabilities  ("interest  rate  spread")  and (ii) the relative
amounts  of  interest-earning  assets  and  interest-bearing   liabilities.  The
Company's  interest  rate  spread  is  affected  by  regulatory,   economic  and
competitive  factors  that  influence  interest  rates,  loan demand and deposit
flows.  To a lesser  extent,  the  Company's  net income also is affected by the
level of other income,  which primarily consists of fees and charges, and levels
of non-interest expenses such as salaries and related expenses.

     The  operations  of the Company are  significantly  affected by  prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of  governmental  agencies.  Lending  activities  are influenced by the
demand  for and  supply of  housing,  competition  among  lenders,  the level of
interest rates and the  availability of funds.  Deposit flows and costs of funds
are  influenced by prevailing  market rates of interest,  primarily on competing
investments, account maturities and the levels of personal income and savings in
the Company's market area.

     The Company  believes  that no  material  changes  occurred  during the six
months  ended  March 31,  2002 with  respect to the  information  required to be
disclosed pursuant to Items III and IV of Guide 3.

FORWARD-LOOKING STATEMENTS

     When used in this Form 10-QSB,  the words or phrases "will likely  result,"
"are expected to," "will continue," "is anticipated,"  "estimate,"  "project" or
similar expressions are intended to identify "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements are subject to certain risks and  uncertainties  including changes in
economic  conditions  in the  Company's  market  area,  changes in  policies  by
regulatory  agencies,  fluctuations in interest  rates,  demand for loans in the
Company's market area, and competition that could cause actual results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company wishes to caution readers not to place undue reliance on
any such forward-looking  statements,  which speak only as of the date made. The
Company  wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current statements.

     The Company does not undertake,  and specifically disclaims any obligation,
to  publicly  release  the  result  of any  revisions  which  may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

PENDING ACQUISITION

     On February  27,  2002,  the Company and the Bank entered into an agreement
and Plan of Merger  (the  "Agreement")  with WHG  Bancshares  Corporation  ("WHG
Bancshares") and its  wholly-owned  subsidiary,  Heritage  Savings Bank,  F.S.B.
("Heritage  Bank").  Under the terms of the Agreement,  WHG  Bancshares  will be
merged  into a  subsidiary  of the Bank,  all shares of WHG  Bancshares  will be
cancelled,  and the  bank  will  pay  $14.25  per  share in cash for each of the
1,285,050  outstanding  shares of WHG  Bancshares's  common  stock.  Each option
outstanding to purchase WHG Bancshares' common stock shall be converted into the
right to receive in cash an amount equal the difference  (if a positive  number)
between $14.25 and the exercise price of the option.  As a result of the merger,
Heritage Bank will merge into the Bank.  WHG  Bancshares'  five  locations  will
become  branch  offices  of the  Bank.  The  aggregate  purchase  price  for the
transactions  (including  cash  payments  for the  cancellation  of  options) is
approximately  $18.3 million.  The  transaction  will be accounted for using the
purchase  method.  Consummation  of the  merger is subject  to  approval  by WHG
Bancshares'  shareholders and the receipt of all required regulatory  approvals.
It is anticipated  that the transaction  will be completed in

                                       9
<PAGE>

the third  calendar  quarter of 2002. At December 31, 2001,  WHG  Bancshares had
total  assets of $163.9  million,  total  deposits  of $124.1  million and total
equity of $16.9 million.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2002 AND SEPTEMBER 30, 2001

     During  the  three  months  ended  March 31,  2002,  the  Company's  assets
increased by $41.5 million,  or 10.6%, from $390.9 million at September 30, 2001
to $432.4  million at March 31, 2002.  Loans  receivable,  net increased by $2.9
million, or 1.1%, from $268.0 million at September 30, 2001 to $270.9 million at
March 31, 2002.  The  Company's  mortgage-backed  securities  available for sale
increased by $21.9 million,  or 191.2%, from $11.4 million at September 30, 2001
to $33.3  million at March 31, 2002.  The Company's  mortgage-backed  securities
held to  maturity  decreased  by $6.0  million or 14.5%  from  $41.6  million at
September 30, 2001 to $35.6 million at March 31, 2002. The Company's  investment
portfolio  available  for sale  increased  $31.7  million or 132.5%,  from $24.0
million at September 30, 2001 to $55.7 million at March 31, 2002.  The Company's
investment  portfolio  held to maturity  decreased  $7.5 million or 40.5%,  from
$18.5  million at September  30, 2001 to $11.0  million at March 31,  2002.  The
Company's deposits increased by $43.4 million,  or 13.3%, from $325.8 million at
September 30, 2001 to $369.2 million at March 31, 2002. The increase in deposits
was  achieved  through  advertising  and  promotion  activities.  The  growth in
deposits  helped to fund loan growth and security  purchases.  This strategy was
used in an effort to  diversify  the balance  sheet and mitigate  interest  rate
risk.


COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001

     Net Income. Net income for the six months ended March 31, 2002 was $544,000
compared to a net loss of $25,000 for the six months  ended March 31,  2001.This
resulted in an increase in net income of $569,000. The increase was attributable
primarily  to an  increase in net  interest  income and to the  leveling  off of
expenses related to the branch expansion.

     Net  Interest  Income.  Net  interest  income was $5.9  million for the six
months ended March 31,  2002,  compared to $4.8 million for the six months ended
March 31, 2001,  representing an increase of $1.1 million,  or 22.3%. The Bank's
overall growth has contributed to the increase in net interest income.  The Bank
was able to offset the decrease in the average yield on interest-earning  assets
of 53 basis points by re-pricing deposits and paying a lower yield on short term
borrowings.  The average yield paid on deposits  decreased 69 basis points from,
4.05% for the six months  ended  March 31,  2002,  compared to 4.74% for the six
months ended March 31,  2001.  The average  yield paid on short term  borrowings
decreased  344 basis points from,  7.21% at March 31, 2001 to 3.77% at March 31,
2002.  As a result,  the Bank was able to increase the interest rate spread from
2.57% at March 31, 2001 to 2.77% at March 31, 2002.

     Interest Income.  Interest income increased by $1.6 million, or 13.4%, from
$11.7  million for the six months ended March 31, 2001 to $13.3  million for the
six months ended March 31, 2002.  This increase was due to a $884,000,  or 9.6%,
increase  in  interest  and fees on loans from $9.2  million  for the six months
ended March 31, 2001 to $10.1  million for the six months  ended March 31, 2002.
The increase in interest and fees on loans was  primarily due to a $28.5 million
increase in the average balance of loans receivable. The increase in the average
balance of loans  receivable was achieved  through an increased  market presence
due to the additional branch locations.  Interest on mortgage-backed  securities
increased by $1.0  million,  or 147.3%,  from  $668,000 for the six months ended
March 31, 2001 to $1.7  million for the six months  ended  March 31,  2002.  The
increase was primarily due to a $40.0 million increase in the average balance of
mortgage-backed  securities.  The Bank  has  used a  strategy  on  investing  in
adjustable  rate  mortgage  backed  securities  in an effort to  reposition  the
balance  sheet and mitigate  interest  rate risk.  Other  interest  income which
consist  of  interest  earned on  deposits  in banks  and  Federal  Funds  sold,
decreased by $283,000,  or 72.9%,  from  $388,000 for the six months ended March
31, 2001 to $105,000 for the six months  ended March 31,  2002.  This was due to
the  decrease in the average  balance of interest  bearing  deposits and Federal
Funds sold, as the liquid funds were used to purchase  adjustable  rate mortgage
backed  securities.  Interest and  dividends on investment  securities  remained
unchanged at $1.4 million for the six months ended March 31, 2001 and 2002.

     Interest Expense. Interest expense, which consists of interest on deposits,
and interest on borrowed  money  increased  from $6.9 million for the six months
ended March 31, 2001 to $7.4  million for the six months  ended March 31, 2002 a
change of $482,000 or 7.0%.  Interest on deposits increased $328,000 million due
to an increase in the average  volume of deposits by $64.6  million  from $283.0
million at March 31, 2001 to $347.6  million at March 31, 2002.  The increase in
the average volume of deposits was achieved through an increased market presence
and  offering of  competitive  rates on deposit  accounts.  The average  cost of
deposits  decreased  by 69 basis points from 4.74% at March 31, 2001 to 4.05% at
March 31, 2002. Interest on short-term borrowings increased by $155,000 or 94.4%
from $164,000 at March 31, 2001 to $319,000 at March 31, 2002. This increase was
primarily due to an increase of $12.4

                                       10
<PAGE>

milllion in the average balance of short- term  borrowings.  The average balance
for the six months  ended  March 31,  2002 was $16.9  million  compared  to $4.5
million for the six months ended March 31, 2001.

     Average Balance Sheet. The following tables sets forth certain  information
relating to the Company's  average  balance sheet and reflects the average yield
on assets and cost of  liabilities  for the  periods  indicated  and the average
yields  earned  and rates  paid.  Such yield and costs are  derived by  dividing
income or  expense  by the  average  daily  balance  of  assets or  liabilities,
respectively,  for the six months  ended March 31,  2002.  The six months  ended
March 31, 2001 average  balances were computed using month-end  balances.  Total
average assets are computed using month-end balances.

     The table also presents  information for the periods indicated with respect
to the differences between the average yield earned on  interest-earning  assets
and  average  rate  paid on  interest-bearing  liabilities,  or  "interest  rate
spread," which banks have  traditionally  used as an indicator of profitability.
Another  indicator of an institution's  net interest income is its "net interest
margin,"  which is its net  interest  income  divided by the average  balance of
interest-earning assets.
<TABLE>
<CAPTION>
                                                                    SIX MONTHS ENDED MARCH 31,
                                               ---------------------------------------------------------------------------
                                                            2002                                     2001
                                               ---------------------------------       -----------------------------------
                                               AVERAGE                   AVERAGE       AVERAGE                     AVERAGE
                                               BALANCE      INTEREST       RATE        BALANCE       INTEREST        RATE
                                               -------      --------     -------       -------       --------      -------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>           <C>          <C>           <C>            <C>
Interest-earning assets:
   Loans                                      $269,645      $10,119       7.51%        $241,194      $ 9,235        7.66%
   Mortgage-backed securities                   59,907        1,652       5.52           19,895          668        6.72
   Investment securities and FHLB stock         53,795        1,403       5.22           43,196        1,424        6.59
   Interest-bearing deposits in other banks
      and Federal Funds sold                     8,020          105       2.62           15,843          388        4.90
                                              --------      -------                    --------      -------
     Total interest-earning assets             391,367       13,279       6.79          320,128       11,715        7.32
Noninterest-earning assets                      22,223                                   19,123
                                              --------                                 --------
        Total assets                          $413,590                                 $339,251
                                              ========                                 ========

Interest-bearing liabilities:
      Deposits                                $347,608        7,034       4.05         $283,099        6,706        4.74
      Borrowings-short term                     16,901          319       3.77            4,550          164        7.21
      Other liabilities                          1,661            1       0.12            1,499            2        0.27
                                              --------      -------                    --------      -------
Total interest-bearing liabilities             366,170        7,354       4.02          289,148        6,872        4.75
Noninterest-bearing liabilities                  4,919      -------     ------            6,895      -------      ------
                                              --------                                 --------
      Total liabilities                        371,089                                  296,043
Stockholders' equity                            42,501                                   43,208
                                              --------                                 --------
   Total liabilities and stockholders'
            Equity                            $413,590                                 $339,251
                                              ========                                 ========
Net interest income                                         $ 5,925                                  $ 4,843
                                                            =======                                  =======
Interest rate spread                                                      2.77%                                     2.57%
                                                                        ======                                    ======
Net interest margin                                                       3.03%                                     3.03%
                                                                        ======                                    ======
Ratio average interest earning assets/
    interest bearing liabilities                                        106.88%                                   110.71%
                                                                        ======                                    ======
</TABLE>

     Provision for Loan Losses.  The Company charges  provisions for loan losses
to  earnings  to  maintain  the  total  allowance  for  loan  losses  at a level
management  considers  adequate to provide for probable  future loan losses.  In
determining the provision,  management considers prior loss experience,  current
economic  conditions and the probability of these  conditions  affecting  future
loan  performance.  The Company  established  provisions  for losses on loans of
$69,000 for the six months ended March 31, 2002,  as compared to $69,000 for the
six months ended March 31, 2001.  Loan chargeoffs for the six months ended March
31, 2002 were  $188,000 as compared to $201,000  for the six months  ended March
31, 2001.  Loan recoveries were $129,000 for the six months ended March 31, 2002
compared to $132,000  for the six months ended March 31,  2001.  Non  performing
loans at March 31, 2002

                                       11
<PAGE>

were $541,000 as compared to $586,000 at March 31, 2001. At March 31, 2002,  the
Bank had a $1.8 million  commercial  loan that was considered  special  mention.
Subsequent  to the end of the  quarter  this loan became  non-accrual.  The $1.8
million is  collateralized  by automobile  leases and automobiles.  The Bank has
worked out an  arrangement  with the borrower to receive  lease  payments on the
underlying  leases directly form the lessee beginning with the May payment.  The
Bank  expects  losses to be  minimal.  The total  loss  allowance  allocated  to
domestic loans is $1.6 million.  In  establishing  such  provisions,  management
considered an analysis of the risk inherent in the loan portfolio.

     Other Income.  Other income increased by $108,000,  or 30.6%, from $353,000
for the six months  ended March 31, 2001 to  $461,000  for the six months  ended
March 31, 2002.  The increase in other income for the six months ended March 31,
2002  was  attributable  partly  to a  $109,000  gain  on  the  sale  of  loans.
Additionally,  the increase in other  income  reflected a $65,000  increase,  or
51.6% in  transaction  account fees for the six months ended March 31, 2002 from
$126,000 for the six months  ended March 31, 2001,  compared to $191,000 for the
six months ended March 31, 2002. The increase was primarily due to the increased
volume of transaction accounts.

     Non-interest  Expenses.  Total non-interest expenses increased by $267,000,
or 5.2%,  from $5.2  million  for the six months  ended  March 31,  2001 to $5.4
million for the six months  ended March 31, 2002.  The increase in  non-interest
expenses was due to increases in data processing  expenses,  occupancy  expense,
telephone postage and office supplies,  and property and equipment expense. Data
processing  expense increased  $117,000 or 35.2% from $332,000 at March 31, 2001
to $449,000 at March 31,  2002.  The  Company's  salaries  and related  expenses
decreased by $82,000, or 2.9%, primarily due to the change in the adjustment for
the market value of the Rabbi-Trust.  The Company established the Rabbi-Trust to
hold shares of Company Common Stock in connection with the Company's  obligation
to pay deferred  compensation under the Directors'  Retirement Plan. The related
deferred  compensation  obligation is classified  as an equity  instrument.  The
compensation  expense for the market value  adjustment for the Rabbi-Trust was a
credit of  $169,000  for the six months  ended  March 31,  2002,  compared to an
expense of $262,000 for the six months ended March 31, 2001.  Occupancy  expense
increased by $66,000,  or 12.3% due to a change in the way Bank's are taxed. The
Bank now pays  personal  property  tax in lieu of  franchise  taxes.  During the
quarter  ended  December  31, 2001 the Company  wrote off,  against a previously
established allowance, $51,000 of EPIC loans included in foreclosed real estate.
EPIC loans  represented  the balance due on an investment in a pool of mortgages
which was  foreclosed  by the trustees for the holders of the security  interest
due to  nonperformance.  An allowance for losses was established  based upon the
original  foreclosure and analysis of the collectibility of the loans granted to
the purchasers of the foreclosed property.

     Income Taxes. The Company's income tax  expense/(benefit)  was $344,000 and
$(9,000)  for the six months  ended March 31, 2002 and 2001,  respectively.  The
Company's  effective  tax rates were  38.8% and 26.7% for the six  months  ended
March 31, 2002 and 2001, respectively.

COMPARISON  OF  OPERATING  RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
2001

     Net Income.  Net income  increased by $514,000,  or 546.8%,  from a loss of
$94,000 for the three  months ended March 31, 2001 to income of $420,000 for the
three  months ended March 31,  2002.  The  increase in net income was  primarily
attributable  to increased  net  interest  income of $644,000 and an increase in
interest income of $678,000.

     Net Interest  Income.  Net  interest  income was $3.1 million for the three
months ended March 31, 2002, compared to $2.4 million for the three months ended
March 31, 2001, representing an increase of $644,000 or 26.3%. This increase was
primarily  due to the increase in the volume of  interest-earning  assets.  As a
result the Bank was able to increase the interest rate spread from 2.55% for the
three  months ended March 31, 2001 to 2.84% for the three months ended March 31,
2002.

     Interest Income. Interest income increased by $678,000, or 11.4%, from $5.9
million for the three  months ended March 31, 2001 to $6.6 million for the three
months ended March 31, 2002. Interest and fees on loans increased by $396,000 or
8.6%,  from $4.6  million  for the three  months  ended  March 31,  2001 to $5.0
million  for the three  months  ended March 31,  2002  primarily  due to a $30.7
million  increase in the  average  balance of loans  receivable  which more than
offset a decrease in the average yield on loans of 28 basis points from 7.68% at
March 31, 2001 to 7.40% at March 31, 2002.  This increase in the average balance
of loans receivable was a direct result of the Company implementing its strategy
of  increasing  loan  originations.   Interest  on  mortgage  backed  securities
increased by $493,000,  or 148.0% from $333,000 for the three months ended March
31, 2001 to $826,000 for the three months  ended March 31, 2002.  This  increase
was  primarily  due to the  increase in the average  balance of mortgage  backed
securities  from $20.8  million at March 31, 2001 to $61.3  million at March 31,
2002.  Interest and  dividends on investment  securities  decreased by $3,000 or
0.4% from  $733,000  for the three months end March 31, 2001 to $730,000 for the
three months ended March 31, 2002.

                                       12
<PAGE>

     Interest Expense.  Interest expense, which consists of interest on deposits
and interest on borrowed  money remained  relatively  stable at $3.5 million for
the three months  ended March 31, 2001 and March 31, 2002.  Interest on deposits
remained  stable at $3.4  million for the three  months ended March 31, 2001 and
March 31, 2002.  This  stability was achieved due to the re-pricing of deposits.
The average yield on deposits  decreased 90 basis points from 4.72% at March 31,
2001 to 3.82% at March 31, 2002.  Interest on  short-term  borrowings  increased
$60,000  from  $64,000 for the three  months end March 31, 2001 to $ 124,000 for
the three months ended March 31, 2002. This increase was primarily due to the an
increase of $12.8  million in the average  balance of advances  from the Federal
Home Loan Bank.

                                       13
<PAGE>

     Average Balance Sheet. The following tables sets forth certain  information
relating to the Company's  average  balance sheet and reflects the average yield
on assets and cost of  liabilities  for the  periods  indicated  and the average
yields  earned  and rates  paid.  Such yield and costs are  derived by  dividing
income or  expense  by the  average  daily  balance  of  assets or  liabilities,
respectively,  for the three months ended March 31, 2002. The three months ended
March 31, 2001 average  balances were computed using month-end  balances.  Total
average assets are computed using month-end balance.
<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED MARCH 31,
                                               ---------------------------------------------------------------------------
                                                            2002                                     2001
                                               ---------------------------------       -----------------------------------
                                               AVERAGE                   AVERAGE       AVERAGE                     AVERAGE
                                               BALANCE      INTEREST       RATE        BALANCE       INTEREST        RATE
                                               -------      --------     -------       -------       --------      -------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>           <C>          <C>           <C>            <C>
Interest-earning assets:
   Loans                                      $271,124       $5,014       7.40%        $240,412       $4,618        7.68%
   Mortgage-backed securities                   61,293          826       5.39           20,787          333        6.41
   Investment securities and FHLB stock         58,626          730       4.98           42,416          733        6.91
   Interest bearing deposits in other banks
      and Federal Funds sold                     9,290           46       1.98           23,230          255        4.39
                                              --------      -------                    --------      -------
     Total interest-earning assets             400,333        6,616       6.61          326,845        5,939        7.27
Noninterest-earning assets                      22,087                                   24,014
                                              --------                                 --------
        Total assets                          $422,420                                 $350,859
                                              ========                                 ========

Interest-bearing liabilities:
    Deposits                                  $356,073        3,404       3.82         $290,660        3,429        4.72
    Borrowings-short term                       16,761          124       2.96            4,000           64        6.40
    Other liabilities                            1,680            0        .00            1,586            1
                                              --------      -------                    --------      -------
Total interest-bearing liabilities             374,514        3,528       3.77          296,246        3,494        4.72
                                                            -------     ------                       -------      ------
Noninterest-bearing liabilities                  5,559                                   11,576
                                              --------                                 --------
      Total liabilities                        380,073                                  307,822
Stockholders' equity                            42,347                                   43,037
                                              --------                                 --------
   Total liabilities and stockholders'
            Equity                            $422,420                                 $350,859
                                              ========                                 ========
Net interest income                                          $3,088                                   $2,445
                                                             ======                                   ======
Interest rate spread                                                      2.84%                                     2.55%
                                                                        ======                                    ======
Net interest margin                                                       3.09%                                     2.99%
                                                                        ======                                    ======
Ratio average interest earning assets/
    interest bearing liabilities                                        106.89%                                   110.33%
                                                                        ======                                    ======
</TABLE>
     Provision for Loan Losses.  The Company charges  provisions for loan losses
to earnings to maintain a total allowance for loan losses at a level  management
considers  adequate to provide for  probable  loan  losses,  based on prior loss
experience.  The Company  increased  the  provision for losses by $5,000 for the
three months ended March 31, 2002.  This  increases  the loss  allowance to $1.6
million, which the Company believes is sufficient based on past experience. Loan
chargeoffs for the three months ended March 31, 2002 were $81,000 as compared to
$124,000 for the three months ended March 31, 2001. Loan recoveries were $57,000
for the three  months  ended March 31, 2002 as compared to $65,000 for the three
months  ended  March 31,  2001.  Non  performing  loans at March  31,  2002 were
$541,000 as compared to $586,000 at March 31, 2001. At March 31, 2002,  the Bank
had a  $1.8  million  commercial  loan  that  was  considered  special  mention.
Subsequent  to the end of the  quarter  this loan became  non-accrual.  The $1.8
million is  collateralized  by automobile  leases and automobiles.  The Bank has
worked out an  arrangement  with the borrower to receive  lease  payments on the
underlying  leases directly form the lessee beginning with the May payment.  The
Bank expects losses to be minimal.  In establishing such provisions,  management
considered  the  analysis  of the risk  inherent in the loan  portfolio  and the
increased  emphasis on home equity loans,  automobile  loans, and consumer loans
which entail higher credit risks than residential mortgage loans.

                                       14
<PAGE>

     Other Income.  Other income increased by $121,000,  or 62.7%, from $193,000
for the three months ended March 31, 2001 to $314,000 for the three months ended
March 31,  2002.  The  increase in other income for the three months ended March
31, 2002 was  attributable  primarily to a $64,000  increase in gain on sales of
loans and a $48,000 increase in fees on transaction  accounts,  from $56,000 for
the three  months  ended March 31, 2001 to $104,000  for the three  months ended
March 31, 2002. Gain on sale of investments increased $18,000.

     Non-interest Expenses.  Total non-interest expenses remained stable at $2.7
million for the three months ended March 31, 2001 and for the three months ended
March 31, 2002. Salaries and related expenses decreased by $78,000 for the three
months ended March 31, 2002.  This was primarily  due to a credit  adjustment of
$45,000 for the  Rabbi-Trust.  This decrease was partially offset by an increase
in property plant and equipment  expense of $36,000,  due to normal and expected
increases.

     Income Taxes. The Company's income tax  expense/(benefit)  was $266,000 and
$(54,000) for the three months ended March 31, 2002 and 2001, respectively.  The
Company's  effective  tax rates were 38.7% and 36.4% for the three  months ended
March 31, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     At March  31,  2002,  the Bank  exceeded  all  regulatory  minimum  capital
requirements.  For  information  reconciling  the Bank's  retained  earnings  as
reported in its financial statements at March 31, 2002 to its tangible, core and
risk-based   capital   levels  and  comparing  such  totals  to  the  regulatory
requirements, see Note 5 of Notes to Consolidated Financial Statements.

     The  Company's  primary  sources of funds are deposits  and  proceeds  from
maturing investment securities and mortgage-backed  securities and principal and
interest  payments on loans.  While  maturities  and scheduled  amortization  of
mortgage-backed  securities and loans are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions, competition and other factors.

     The primary  investing  activities  of the Company are the  origination  of
loans and the purchase of investment securities and mortgage-backed  securities.
During the six months  ended  March 31,  2002 and 2001,  the  Company  had $33.2
million and $13.2 million,  respectively, of loan originations,  including loans
originated  for sale.  During the six months ended March 31, 2002 and 2001,  the
Company  purchased  investment  securities  in the amounts of $38.9  million and
$23.5 million,  respectively,  and mortgage-backed  securities in the amounts of
$33.5 million and $8.0 million  respectively.  The purchase of  interest-bearing
deposits  for the six months  ended  March 31, 2001 were  $792,000.  For the six
months  ended  March 31,  2002  there  were no  purchases  of  interest  bearing
deposits.  The primary  financing  activity of the Company is the  attraction of
savings deposits.

     The Company has other  sources of  liquidity  if there is a need for funds.
The Bank has the  ability  to  obtain  advances  from  the FHLB of  Atlanta.  In
addition, the Company maintains a portion of its investments in interest-bearing
deposits at other financial institutions that would be available if needed.

     The Bank is required to maintain minimum levels of liquid assets as defined
by OTS regulations.  This requirement,  which may be changed at the direction of
the OTS depending upon economic  conditions  and deposit flows,  is based upon a
percentage  of deposits and  short-term  borrowings.  The Bank's  average  daily
liquidity ratio for the month of March was approximately  35.9%,  which exceeded
the required  level for such period.  Management  seeks to maintain a relatively
high level of liquidity in order to retain  flexibility  in terms of  investment
opportunities  and deposit pricing.  Because liquid assets generally provide for
lower rates of return,  the Bank's  relatively high liquidity will, to a certain
extent, result in lower rates of return on assets.

     The  Company's  most liquid assets are cash,  interest-bearing  deposits in
other  banks and  federal  funds  sold,  which  are  short-term,  highly  liquid
investments with original  maturities of less than three months that are readily
convertible  to known amounts of cash.  The levels of these assets are dependent
on the Company's operating,  financing and investing activities during any given
period.  At March 31, 2002, cash,  interest-bearing  deposits in other banks and
federal   funds  sold  were  $3.2   million,   $6.5  million  and  $2.3  million
respectively.

     The Company  anticipates  that it will have  sufficient  funds available to
meet its current  commitments.  Certificates  of deposit  which are scheduled to
mature in less than one year at March 31, 2002  totaled $161  million.  Based on
past experience, management believes that a significant portion of such deposits
will remain with the Bank.  The Bank is a party to  financial  instruments  with
off-balance-sheet  risk  made in the  normal  course  of  business  to meet  the
financing  needs of its  customers.  These  financial  instruments

                                       15
<PAGE>

are standby letters of credit,  lines of credit and commitments to fund mortgage
loans and  involve to varying  degrees  elements of credit risk in excess of the
amount recognized in the statement of financial  position.  The contract amounts
of those  instruments  express the extent of involvement the Company has in this
class of financial  instruments and represents the Company's  exposure to credit
loss from nonperformance by the other party.

     The Company  generally  requires  collateral  or other  security to support
financial instruments with off-balance-sheet credit risk. At March 31, 2002, the
Company had commitments  under standby letters of credit and lines of credit and
commitments  to originate  mortgage  loans of $435,000,  $12.9  million and $4.6
million, respectively.

                                       16
<PAGE>

PART II.  OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS

         None.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS


               The Company's Annual Meeting of Stockholders was held on February
          13,  2002.   5,530,860  shares   representing   94.26%  of  the  total
          outstanding  shares of the Company's  common stock were represented at
          the Annual Meeting in person or by proxy.

          Stockholders  voted in favor of the  election  of three  nominees  for
          director. The voting results for each nominee were as follows:
<TABLE>
<CAPTION>
                                                     Votes in Favor
         Nominee                                     of Election                Votes Withheld
         -------                                     ---------------            --------------
         <S>                                         <C>                            <C>
         Henry V. Kahl                               5,439,738                      91,122
         P. Louis Rohe                               5,439,138                      91,722
         Michael J. Klein                            5,436,288                      94,572
</TABLE>

          There were 0 broker nonvotes on the matter

                In addition,  stockholders  voted in favor of the ratifcation of
          the appointment of Anderson Associates, LLP as independent auditors of
          the Company for the fiscal year ending  September 30, 2002.  5,394,899
          votes were cast in favor of the proposal to ratify the  appointment of
          auditors,  106,918  votes were cast against the  proposal,  and 29,043
          votes abstained. There were 0 broker non-votes on the matter.

                In addition,  stockholders voted in favor of the adoption of the
          amended  Baltimore County Savings Bank, F.S.B.  deferred  compensation
          plan.  Shares held by the Baltimore  County Savings Bank, MHC were not
          counted for the issue, per regulatory guidelines.  1,556,237 votes out
          of a total of 2,112,362  outstanding  shares of the  Company's  common
          stock eligible to vote were cast in favor of the amended plan, 176,841
          were cast against the  amendment,  and 23,244 votes  abstained,  there
          were 0 broker non-votes on the matter.

                                       17
<PAGE>
         ITEM 5.  OTHER INFORMATION

         None.

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      List of Exhibits

         (b)      Form 8-K

                  On March 8, 2002, the Company filed a Current Report on Form
                  8-K  reporting  under Item 5 that the  Company had signed an
                  agreement to acquire WHG Bancshares Corporation, the holding
                  company for Heritage Savings Bank, F.S.B.


                                       18
<PAGE>
                                   SIGNATURES



     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   BCSB BANKCORP, INC.



Date: May 14, 2002                 /s/ Gary C. Loraditch
                                   -----------------------------------------
                                   Gary C. Loraditch
                                   President
                                   (Principal Executive Officer)



Date: May 14, 2002                 /s/ Bonnie M. Klein
                                   -----------------------------------------
                                   Bonnie M. Klein
                                   Vice President and Treasurer
                                   (Principal Financial and Accounting Officer)

                                       19