SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000
                               -------------

                                       OR

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from            to           .
                               ----------    ----------

                           Commission File No. 0-27606


                           WHG Bancshares Corporation
                           --------------------------
        (Exact name of small business issuer as specified in its charter)


      Maryland                                                52-1953867
      --------                                                ----------
(State of incorporation                                    (I.R.S. employer
 or organization)                                         identification no.)


1505 York Road, Lutherville, Maryland                           21093
--------------------------------------                          -----
      (Address of principal executive offices)                (zip code)


                                 (410) 583-8700
                                 --------------
                 Issuer's telephone number, including area code

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

 Number of shares of Common Stock outstanding as of August 10, 2000: 1,285,609

Transitional Small Business Disclosure Format (check one)

                          YES                       NO      X
                               ------------             ------------

<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

                                    Contents
                                    --------
<TABLE>
<CAPTION>
                                                                                                                        Pages
                                                                                                                        -----
<S>  <C>                                                                                                              <C>

PART I - FINANCIAL INFORMATION

      Item 1.  Financial Statements.........................................................................................

           Consolidated Statements of Financial Condition at June 30, 2000
           (unaudited) and September 30, 1999...............................................................................3

           Consolidated Statements of Operations (unaudited) for the nine months and three months ended
           June 30, 2000 and 1999 ..........................................................................................4

           Consolidated Statements of Comprehensive Income (unaudited) for the nine months and three months ended
           June 30, 2000 and 1999...........................................................................................5

           Consolidated Statements of Cash Flows (unaudited) for the nine months ended
           June 30, 2000 and 1999.........................................................................................6-7

           Notes to Consolidated Financial Statements (unaudited).........................................................8-10

      Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....................11-14


PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings...........................................................................................15

      Item 2.  Changes in Securities.......................................................................................15

      Item 3.  Defaults upon Senior Securities.............................................................................15

      Item 4.  Submission of Matters to a Vote of Security-Holders.........................................................15

      Item 5.  Other Information...........................................................................................15

      Item 6.  Exhibits and Reports on Form 8-K............................................................................15

Signatures.................................................................................................................16



</TABLE>
                                      -2-

<PAGE>

                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                                                        June 30,         September 30,
                                                                                        --------         -------------
                                                                                          2000                1999
                                                                                          ----                ----
                                                                                      (Unaudited)
<S>                                                                              <C>                  <C>
        Assets
Cash                                                                              $       947,856      $     1,312,324
Interest bearing deposits in other banks                                                1,459,163            3,689,305
Federal funds sold                                                                      2,314,000            2,290,000
Investments available for sale                                                         19,207,635           19,700,713
Other investments held to maturity                                                     15,650,000           15,650,000
Mortgage backed securities                                                             16,901,151           17,983,370
Loans receivable - net                                                                 95,877,255           89,931,326
Foreclosed real estate                                                                          -               13,103
Accrued interest receivable - loans                                                       411,222              389,587
    - investments                                                                         571,446              647,790
    - mortgage backed securities                                                           90,998               96,914
Premises and equipment - net                                                            1,086,759              838,527
Federal Home Loan Bank of Atlanta stock, at cost                                        1,450,000            1,200,000
Deferred income taxes                                                                   1,042,863              852,384
Prepaid and refundable income taxes                                                       121,333               68,590
Other assets                                                                              314,353              258,632
                                                                                     ------------         ------------
Total assets                                                                         $157,446,034         $154,922,565
                                                                                     ============         ============

     Liabilities and Stockholders' Equity

Liabilities
   Deposits                                                                          $117,355,477         $115,302,487
   Checks outstanding in excess of bank balance                                           382,937                    -
   Borrowings                                                                          24,000,000           24,000,000
   Advance payments by borrowers for taxes and insurance                                  256,866              315,463
   Income taxes payable                                                                    43,582               49,289
   Other liabilities                                                                      274,760              338,661
                                                                                     ------------         ------------
Total liabilities                                                                     142,313,622          140,005,900

Commitments and contingencies

Stockholders' Equity
   Common  stock  .10  par  value;   authorized  1,620,062  shares;  issued  and
    outstanding 1,285,609 shares at June
     30, 2000 and 1,285,609 shares at September 30, 1999                                  128,561              128,561
   Additional paid-in capital                                                           6,666,166            6,561,355
   Retained earnings (substantially restricted)                                        10,248,546            9,932,078
   Accumulated other comprehensive income                                              (1,276,239)            (973,504)
   Employee Stock Ownership Plan                                                         (634,622)            (731,825)
                                                                                     ------------         ------------
Total stockholders' equity                                                             15,132,412           14,916,665
                                                                                     ------------         ------------
Total liabilities and stockholders' equity                                           $157,446,034         $154,922,565
                                                                                     ============         ============

</TABLE>

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

                                      -3-
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                               For Nine Months Ended             For Three Months Ended
                                                                      June 30,                         June 30,
                                                           ----------------------------      -----------------------------
                                                                 2000           1999              2000              1999
                                                                 ----           ----              ----              ----
<S>                                                       <C>             <C>              <C>               <C>
Interest and fees on loans                                   $5,372,763      $4,620,548       $1,838,970        $1,665,132
Interest on mortgage backed securities                          842,524         743,563          274,647           300,203
Interest and dividends on investment
 securities                                                   1,922,096       1,731,214          643,249           622,598
Other interest income                                           198,779         409,357           67,996            77,766
                                                             ----------      ----------       ----------        ----------
Total interest income                                         8,336,162       7,504,682        2,824,862         2,665,699

Interest on deposits                                          4,270,290       3,780,062        1,432,483         1,351,146
Interest on short-term borrowings                                37,731         288,651                -            72,526
Interest on long term borrowings                                902,472         588,780          353,995           236,878
                                                             ----------      ----------       ----------        ----------
Total interest expense                                        5,210,493       4,657,493        1,786,478         1,660,550
                                                             ----------      ----------       ----------        ----------

Net interest income                                           3,125,669       2,847,189        1,038,384         1,005,149
Provision for loan losses                                        90,000          45,000           30,000            15,000
                                                             ----------      ----------       ----------        ----------
Net interest income after provision for
 loan losses                                                  3,035,669       2,802,189        1,008,384           990,149

Non-Interest Income
   Fees and charges on loans                                     25,260          29,163            7,763            10,261
   Fees on transaction accounts                                  39,258          40,373           13,359            12,399
   Gain on sale of investments                                        -           4,371                -             4,371
   Other commissions and fees                                         -          81,975                -                 -
   Other income                                                  43,554          27,321           17,478             9,221
                                                             ----------      ----------       ----------        ----------
Total non-interest income                                       108,072         183,203           38,600            36,252
Non-Interest Expenses
   Salaries and related expenses                              1,286,395       1,354,938          436,446           438,580
   Occupancy                                                    122,537         103,191           43,353            34,109
   SAIF deposit insurance premium                                28,908          42,356            6,106            14,736
   Depreciation of equipment                                     73,863          64,193           25,744            22,006
   Advertising                                                   63,614          51,670           22,878            16,574
   Data processing costs                                         83,235          77,798           28,767            27,743
   Professional services                                        155,822         125,062           46,984            37,634
   Loss on sale of foreclosed real estate                           786               -                -                 -
   Other expenses                                               288,924         275,159           92,071            79,530
                                                             ----------      ----------       ----------        ----------
Total non-interest expenses                                   2,104,084       2,094,367          702,349           670,912
                                                             ----------      ----------       ----------        ----------

Income before tax provision                                   1,039,657         891,025          344,635           355,489

Provision for income taxes                                      401,550         352,489          133,098           128,177
                                                             ----------      ----------       ----------        ----------

Net income                                                  $   638,107    $    538,536      $   211,537      $    227,312
                                                            ===========    ============      ===========      ============

Basic earnings per share                                    $       .55    $        .44      $       .18      $        .18
                                                            ===========    ============      ===========      ============

Diluted earnings per share                                  $       .55    $        .44      $       .18      $        .18
                                                            ===========    ============      ===========      ============
</TABLE>

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

                                      -4-
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
           -----------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          For Nine Months Ended
                                                                                      -------------------------------
                                                                                        June 30,             June 30,
                                                                                        --------             --------
                                                                                          2000                 1999
                                                                                          ----                 ----
<S>                                                                                   <C>                   <C>
Net income                                                                             $  638,107            $ 538,536

Unrealized holding losses, net of tax of $190,479 and
 $438,197 for the nine month periods ended June 30,
 2000 and 1999, respectively                                                             (302,735)            (686,848)

Reclassification adjustment for gains included in net
 income, net of tax of $1,729 for the nine month period
 ended June 30, 1999                                                                            -               (2,642)
                                                                                       ----------            ---------
Comprehensive income (loss)                                                            $  335,372            $(150,954)
                                                                                       ==========            =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                           For Three Months Ended
                                                                                      --------------------------------
                                                                                        June 30,             June 30,
                                                                                        --------             --------
                                                                                          2000                 1999
                                                                                          ----                 ----
<S>                                                                                  <C>                    <C>
Net income                                                                            $   211,537            $ 227,312

Unrealized holding losses net of tax of $72,112
 and $218,161 for the three month periods ended June 30,
 2000 and 1999, respectively                                                             (114,609)            (337,137)

Reclassification adjustment for gains included in net
 income, net of tax of $1,729 for the three month period
 ended June 30, 1999                                                                            -               (2,642)
                                                                                       ----------            ---------

Comprehensive income (loss)                                                           $    96,928            $(112,467)
                                                                                      ===========            =========
</TABLE>



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

                                      -5-
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                                                                          For Nine Months Ended
                                                                                     -------------------------------
                                                                                       June 30,             June 30,
                                                                                       --------             --------
                                                                                         2000                 1999
                                                                                         ----                 ----
<S>                                                                                  <C>                  <C>
Operating Activities
     Net income                                                                      $    638,107         $    538,536
     Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
      -------------------------------------
         Gain on sale of investment available for sale                                          -               (4,371)
         Net accretion/amortization of premiums and
          discounts on mortgage backed securities                                           1,006                4,787
         Amortization of deferred loan fees                                               (53,077)            (136,077)
         Loan fees deferred                                                                34,629              131,236
         Decrease in discount on loans purchased                                          (94,694)             (14,289)
         Amortization of discounts on investments available for sale                         (137)                (100)
         Provision for loan losses                                                         90,000               45,000
         Loss on sale of foreclosed real estate                                               786                    -
         Non-cash compensation under stock-based benefit plans                            202,014              263,782
         Decrease (increase) in accrued interest receivable                                60,625              (21,060)
         Loans sold                                                                             -              500,000
         Loans originated for sale                                                              -             (500,000)
         Provision for depreciation                                                       102,340               74,369
         Decrease in deferred income tax                                                        -                6,022
         Increase in prepaid income taxes                                                 (52,743)             (18,106)
         (Increase) decrease in other assets                                              (55,721)              36,447
         Increase (decrease) in accrued interest payable                                      (97)                  10
         Decrease in income taxes payable                                                  (5,707)             (16,780)
         Decrease in other liabilities                                                    (63,901)             (44,478)
                                                                                     ------------         ------------
              Net cash provided by operating activities                                   803,430              844,928

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from maturing interest bearing deposits                                      95,000                    -
     Purchases of interest bearing deposits                                                     -              (95,000)
     Purchase of securities available for sale                                                  -           (9,487,272)
     Proceeds from sales and maturities of investments
      available for sale                                                                        -            3,437,496
     Proceeds from maturing investments held to maturity                                        -            7,250,000
     Purchase of investments held to maturity                                                   -           (7,950,000)
     Purchase of mortgage backed securities - held to maturity                                  -          (12,473,993)
     Principal collected on mortgage backed securities - held
      to maturity                                                                       1,081,213            1,297,732
     Proceeds from sale of foreclosed real estate                                          12,317                    -
     Net decrease in shorter term loans                                                    28,982               41,272
     Loans purchased                                                                            -             (207,279)
     Longer term loans originated or acquired                                         (15,166,541)         (14,302,155)
     Principal collected on longer term loans                                           9,214,773           10,437,887
     Acquisition of Bankers Affiliate, Inc., principally loans                                  -           (4,836,311)
     Investment in premises and equipment                                                (350,572)             (54,672)
     Purchase of stock in Federal Home Loan Bank of Atlanta                              (250,000)            (150,000)
     Decrease in investment in and loans to joint ventures                                      -               75,000
                                                                                     ------------         ------------
         Net cash used by investment activities                                        (5,334,828)         (27,017,295)


</TABLE>

                                      -6-
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            For Nine Months Ended
                                                                                     -----------------------------------
                                                                                         June 30,            June 30,
                                                                                         --------            --------
                                                                                           2000                1999
                                                                                           ----                ----
<S>                                                                                 <C>                   <C>
Cash Flows from Financing Activities
------------------------------------
     Net (decrease) increase in demand deposits, money
      market, passbook accounts and advances by
      borrowers for taxes and insurance                                              $   (496,259)         $ 2,300,757
     Net increase in certificates of deposit                                            2,490,749           16,479,740
     Increase in checks outstanding in excess of bank balance                             382,937               40,564
     Net increase in borrowings                                                                 -            2,062,832
     Dividends on stock                                                                  (321,639)            (338,613)
     Stock repurchase                                                                           -             (409,496)
                                                                                     ------------          -----------
              Net cash provided by financing activities                                 2,055,788           20,135,784
                                                                                     ------------          -----------
Decrease in cash and cash equivalents                                                  (2,475,610)          (6,036,583)
Cash and cash equivalents at beginning of period                                        7,196,629           14,422,780
                                                                                     ------------          -----------

Cash and cash equivalents at end of period                                            $ 4,721,019          $ 8,386,197
                                                                                     ============          ===========

The following is a Summary of Cash and Cash Equivalents:
     Cash                                                                             $   947,856          $   835,111
     Interest bearing deposits in other banks                                           1,459,163            2,383,086
     Federal funds sold                                                                 2,314,000            5,263,000
                                                                                     ------------          -----------
     Balance of cash items reflected on
      Statement of Financial Condition                                                  4,721,019            8,481,197

         Less    - certificates of deposit with original maturities of more than
                 three months that are included in interest
                 bearing deposits in other banks                                                -               95,000
                                                                                     ------------          -----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                                             $  4,721,019          $ 8,386,197
                                                                                     ============          ===========

Supplemental Disclosure of Cash Flow Information:
------------------------------------------------
     Cash paid during the year for:

         Interest                                                                   $   5,240,759        $   4,620,854
                                                                                    =============        =============

         Taxes                                                                      $     480,000        $     516,800
                                                                                    =============        =============
     Transfer from investment in and loans to joint ventures
       to loans receivable                                                          $           -        $   2,500,000
                                                                                    =============        =============

</TABLE>

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

                                      -7-
<PAGE>

                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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


Note 1 - Basis of Presentation
         ---------------------

                   The  accompanying  unaudited  financial  statements have been
           prepared in accordance with generally accepted accounting  principles
           for  interim  financial   information  and  in  accordance  with  the
           instructions to Form 10-QSB. Accordingly,  they do not include all of
           the disclosures required by generally accepted accounting  principles
           for complete financial statements. In the opinion of management,  all
           adjustments  necessary  for a fair  presentation  of the  results  of
           operations for the interim  periods  presented  have been made.  Such
           adjustments  were  of a  normal  recurring  nature.  The  results  of
           operations  for the nine and three months ended June 30, 2000 are not
           necessarily  indicative  of the results  that may be expected for the
           fiscal year  September  30,  2000 or any other  interim  period.  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, 1999.

                   Certain  prior  years'  amounts  have  been  reclassified  to
           conform to the current year's method of presentation.

Note 2 - 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 3 - Investment Available for Sale
         -----------------------------

                   The amortized cost and fair values of  investments  available
           for sale at are as follows:
<TABLE>
<CAPTION>
                                                                       Gross             Gross
                                                     Amortized       Unrealized         Unrealized             Fair
                                                        Cost           Gains             Losses               Value
                                                   -----------     -----------          -----------        -------------
<S>                                             <C>               <C>                  <C>                <C>
             June 30, 2000
             -------------
             Equity investments                  $     544,324     $         -          $   215,071        $     329,253
             Federal Home Loan
              Bank Bonds                            17,493,456               -            1,572,645           15,920,811
             Federal Home Loan
              Mortgage Corporation
              Bonds                                  3,249,098               -              291,527            2,957,571
                                                   -----------     -----------          -----------        -------------
                                                   $21,286,878     $         -          $ 2,079,243        $  19,207,635
                                                   ===========     ===========          ===========        =============

</TABLE>
                                      -8-
<PAGE>

WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------

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


Note 3 - Investment Available for Sale - Continued
         -----------------------------
<TABLE>
<CAPTION>

                                                                       Gross            Gross
                                                Amortized            Unrealized       Unrealized           Fair
                                                    Cost               Gains            Losses             Value
                                                 -------------    -------------      -----------        -------------
<S>                                             <C>              <C>                <C>                <C>
            September 30, 1999
            ------------------
             Equity investments                  $     544,324    $           -      $   192,136        $     352,188
             Federal Home Loan
              Bank Bonds                            17,493,370                -        1,171,721           16,321,649
             Federal Home Loan
              Mortgage Corporation
              Bonds                                  3,249,047                -          222,171            3,026,876
                                                 -------------    -------------      -----------        -------------
                                                 $  21,286,741    $           -      $ 1,586,028        $  19,700,713
                                                 =============    =============      ===========        =============
</TABLE>

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

                   Basic EPS is computed by dividing  net income by the weighted
           average  number  of common  shares  outstanding  for the  appropriate
           period.  Unearned ESOP shares are not included in outstanding shares.
           Diluted  EPS is  computed  by  dividing  net  income by the  weighted
           average  shares  outstanding  as adjusted for the dilutive  effect of
           stock options and unvested stock awards based on the "treasury stock"
           method.  Information  relating to the  calculations of net income per
           share of common  stock is  summarized  for the nine and  three  month
           periods ended June 30, as follows:
<TABLE>
<CAPTION>
                                                               Nine Months Ended                  Nine Months Ended
                                                                 June 30, 2000                       June 30, 1999
                                                         -----------------------------       ------------------------------
                                                             Basic            Diluted           Basic             Diluted
                                                          -----------       ----------       ------------       -----------
<S>                                                      <C>               <C>              <C>                <C>
           Net income                                     $   638,107       $   638,107      $   538,536        $   538,536

           Weighted average shares
            outstanding                                     1,168,186         1,168,186        1,238,004          1,238,004

           Diluted securities:
              MSBP shares                                           -                 -                -                  -
              Options                                               -                 -                -                  -
                                                          -----------       -----------       ----------        -----------
           Adjusted weighted average
              shares                                        1,168,186         1,168,186        1,238,004          1,238,004

           Per share amount                               $      0.55       $      0.55       $     0.44        $      0.44
                                                          ===========       ===========       ==========        ===========
</TABLE>
                                      -9-
<PAGE>

WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------

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


Note 4 - Earnings Per Share - Continued
         ------------------
<TABLE>
<CAPTION>

                                                              Three Months Ended                   Three Months Ended
                                                                 June 30, 2000                        June 30, 1999
                                                          -----------------------------      -------------------------------
                                                             Basic            Diluted            Basic           Diluted
                                                          -----------       -----------      ------------     ------------
<S>                                                      <C>               <C>              <C>               <C>
           Net income                                     $   211,537       $   211,537      $   227,312       $   227,312

           Weighted average shares
            Outstanding                                     1,174,634         1,174,634        1,237,398         1,237,398

           Diluted securities:
              MSBP shares                                           -                 -                -                 -
              Options                                               -                 -                -                 -
                                                          -----------       -----------      -----------       -----------
           Adjusted weighted average
              shares                                        1,174,634         1,174,634        1,237,398         1,237,398

           Per share amount                               $      0.18       $      0.18      $      0.18       $      0.18
                                                          ===========       ===========      ===========       ===========

</TABLE>

                                      -10-
<PAGE>

Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words "believes", "anticipates",  "contemplates", "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include changes in interest  rates,  the ability to control costs
and expenses,  year 2000 issues and general economic conditions.  WHG Bancshares
Corporation  undertakes  no  obligation  to publicly  release the results of any
revisions  to those  forward-looking  statements  which  may be made to  reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

         Since we conduct no  significant  business other than owning all of the
common stock of Heritage Savings Bank, F.S.B.  ("Heritage Savings"),  references
in  this  discussion  to  "we,"  "us,"  and  "our,"  refer  collectively  to WHG
Bancshares Corporation and Heritage Savings.

Overview

         For the nine months ended June 30, 2000, net earnings increased $99,000
to $638,000 or $.55 per diluted share, from $539,000, or $.44 per diluted share,
for the comparative fiscal 1999 period. In general,  higher net earnings for the
current nine month period was primarily  the result of our continued  efforts to
increase net interest  income by investing in higher yielding  interest  earning
assets.

         For the three  months  ended  June 30,  2000,  net  earnings  decreased
$15,000 to $212,000,  or $.18 diluted earnings per share, from $227,000, or $.18
diluted  earnings  per share,  for the  comparative  1999  period.  Our earnings
decreased primarily due to an increase in non-interest expenses.

         As  previously  disclosed,  in order to  accommodate  the growth of our
Ellicott  City  branch,  we plan to relocate  this  branch  location to a larger
building with a drive-thru  facility on August 28, 2000.  The new location is in
close  proximity to our current  location.  We currently  estimate  that we will
spend  approximately  $600,000 to renovate this new branch location,  which such
expenditures will primarily be capitalized.

Results of Operations

Net Interest Income

         Net interest income for the nine and three month periods ended June 30,
2000 was  $3,126,000  and  $1,038,000,  compared to $2,847,000  and  $1,005,000,
respectively,  for the same periods in 1999. The interest rate spread,  which is
the  difference  between the yield on average  interest  earning  assets and the
percentage cost of average interest bearing liabilities,  for the nine and three
month periods ended June 30, 2000 were 2.40% and 2.34%,  respectively,  compared
to 2.24% and 2.30%, respectively,  for the same periods in 1999. The increase in
interest  rate spread for the current nine and three month period was  primarily
the  result  of an  increase  in the  average  yield  on  loans  receivable  and
investment securities.

                                      -11-
<PAGE>

Interest Income

         Total  interest  income for the nine and three month periods ended June
30, 2000 was $8,336,000 and  $2,825,00,  compared to $7,505,000 and  $2,666,000,
respectively,  for the same periods in fiscal 1999.  Total average interest rate
yields for the nine  months and three  month  periods  ended June 30,  2000 were
7.34% and 7.37%, respectively,  compared to 7.08% and 7.14%,  respectively,  for
the same  periods in fiscal  1999.  The  increase in total  interest  income was
primarily  related  to the  increase  in the  total  average  balance  of  loans
receivable,  increased  average balances and higher average interest rate yields
paid on investments and mortgage backed  securities,  offset by a decline in the
total average balance of interest bearing deposits in other banks.

         Interest  and fees on loans  increased  $752,000  and  $174,000 for the
current  nine  months and three  month  periods to  $5,373,000  and  $1,839,000,
respectively.  Such  increases  for the current year periods were due to average
net loan  originations  of $12,861,000  and  $8,421,000,  respectively.  For the
current nine and three month periods , the average interest rate yield was 7.63%
and 7.66%, respectively, compared to 7.60% and 7.61%, respectively, for the same
periods in 1999.

         Interest  and  dividend  income  on  investment   securities  increased
$191,000 and $20,000 for the current nine and three month  periods to $1,922,000
and $643,000, respectively. Such increases for the current year periods were due
to  respective  increases in average  investment  balances at amortized  cost of
$3,187,000  and $590,000,  respectively.  In addition,  the nine and three month
periods interest rate yields rose 11 and 4 basis points, respectively,  to 6.71%
and  6.70%,  respectively,  from  6.60% and  6.66%,  respectively,  for the same
periods in 1999.

         Interest income on mortgage backed  securities  increased  $100,000 for
the current nine months  period to $843,000.  Such  increase was the result of a
$1,185,000  increase in the average balance and a 35 basis point increase in the
interest  rate  yield to 6.46%  from  6.11% in the  comparable  period  in 1999.
Interest income on mortgage backed securities  decreased $25,000 to $275,000 for
the  current  three  month  period as a result of a  $1,565,000  decrease in the
average balance of mortgaged backed securities.

         Other interest  income  decreased  $210,000 and $10,000 for the current
nine and three  month  periods to $199,000  and  $68,000,  respectively,  as the
result of a  $5,426,000  and  $2,620,000  decrease  in the  average  balance  of
interest bearing  deposits in other banks.  Such declines were due to the use of
these  funds to  invest  in  higher  yielding  mortgaged-backed  and  investment
securities.

                                      -12-
<PAGE>

Interest Expense

         Total interest  expense for the nine and three month periods ended June
30, 2000 was $5,210,000 and  $1,786,000,  compared to $4,657,000 and $1,661,000,
respectively,  for the same  periods in fiscal  1999.  The  increase in interest
expense for the current  respective  periods were primarily related to increases
in the average  balances of  certificates  of deposits  for the current nine and
three month periods totaling $11,757,000 and $5,386,000,  respectively.  Average
costs of funds for certificates of deposit for the current year periods remained
relatively  constant  compared to the same periods in 1999.  Interest expense on
certificates of deposit for the nine and three month periods ended June 30, 2000
increased $485,000 and $83,000, respectively, as compared to the 1999 respective
periods. In addition, cost of funds for the current three month period increased
59 basis points to 5.84% from 5.04% for the  comparable  1999  quarter.  Average
costs of funds for total  interest  bearing  liabilities  for the  current  year
periods  were 4.94% and 5.04%,  respectively,  compared to 4.84% for each of the
same periods in 1999.

Provision for Loan Losses

         The  provision  for loan  losses for the nine and three  month  periods
ended June 30, 2000 was $90,000 and  $30,000,  compared to $45,000 and  $15,000,
respectively,  for the same periods in fiscal 1999.  The increase was  primarily
due to the  overall  increase  in the  loan  portfolio  and the mix of the  loan
portfolio.  We  continually  evaluate  the  adequacy of the  allowance  for loan
losses,  which  encompasses  the  overall  risk  characteristics  of the various
portfolio  segments,  past  experience  with  losses,  the  impact  of  economic
conditions on borrowers and other relevant  conditions.  Management continues to
offer a wider  variety of loan products  coupled with the  continued  success of
changing  the mix of the  products  offered in the loan  portfolio  - from lower
yielding loans (i.e.,  one-to four family loans) to higher yielding loans (i.e.,
multi-family,  non-residential  commercial,  construction,  and consumer loans).
Based upon the additions to the allowance for loan losses,  management  believes
the  allowance for loan losses is adequate.  However,  there can be no assurance
that the allowance for loan losses will be adequate to cover significant losses,
if any, that we might incur in the future due to the higher degree of risk which
might result from the change in the mix of the loan portfolio.

Non-Interest Income

         Non-interest income for the nine and three month periods ended June 30,
2000 was $108,000 and $39,000,  compared to $183,000 and $36,000,  respectively,
for the same periods in fiscal 1999. Included in the nine month period in fiscal
1999  were  other  commissions  and  fees of  $82,000  from  Mapleleaf  Mortgage
Corporation ("MMC") which closed in March 1999.

         For the current nine and three month periods, fees and charges on loans
decreased $3,900 and $2,500,  respectively.  Additionally other income increased
$16,000  and $8,300,  respectively.  The  increase  for the nine and three month
periods were  primarily  due to an $8,000 and $3,000  increase in ATM fee income
and proceeds of $5,000 from the mutual to stock conversion of the Company's life
insurance policy provider.

Non-Interest Expense

         Total  non-interest  expense for the nine and three month periods ended
June 30, 2000 was $2,104,000  and $702,000  compared to $2,094,000 and $671,000,
respectively,  for the same periods in fiscal 1999.  For the current three month
period,  professional services increased $9,300 due to the Company's continuance
of business planning development. Occupancy expense increased $19,000 and $9,244
for the current  nine and three month  periods,  respectively,  due to the lease
commencement in January 2000 of the new Ellicott City


                                      -13-
<PAGE>

branch location. Other expenses increased $14,000 and $12,000, respectively, for
the current nine and three month  periods,  primarily  due to an increase in ATM
expense and computer repairs and software cost.

Provision for Income Taxes

         The  provision  for income  taxes for the nine  months and three  month
periods ended June 30, 2000 was $402,000 and $133,000,  compared to $352,000 and
$128,000,  respectively,  for the same periods in fiscal 1999. The increases for
the current period were the result of increases in net income. The effective tax
rate for the  current  respective  periods  were 38.6% as  compared to 36.5% and
36.0%,  respectively,  for the comparative periods in fiscal 1999. The effective
tax rate for the nine and three month periods in 1999 reflected the write-off of
the deferred tax asset of MMC and the non-recognition of income tax benefit from
the net operating loss of MMC.


                                      -14-
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.          Legal Proceedings

                 The registrant is not engaged in any legal proceedings at the
                 present time. From time to time, the Bank is a party to legal
                 proceedings  within the normal course of business  wherein it
                 enforces its security interest in loans made by it, and other
                 matters of a like kind.

Item 2.          Changes in Securities

                 None.

Item 3.          Defaults Upon Senior Securities

                 Not applicable.

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

                 None.

Item 5.          Other Information

                 Not applicable.

Item 6.          Exhibits and Reports on Form 8-K

                 3(i) Articles of Incorporation of WHG Bancshares Corporation *
                 3(ii) Amended Bylaws of WHG Bancshares Corporation ****
                 10.1 Amendment to Employment Agreement with Peggy J. Stewart **
                 10.2 Restated Severance Agreement with Robin L. Taylor **
                 10.3 Restated Severance Agreement with Diana Rohrback **
                 10.4 Amendment to the 1996 Stock Option Plan ***
                 10.5 Amendment  to  Management  Stock  Bonus  Plan and Trust
                      Agreement ***
                 10.6 Form of Directors Change In Control Severance Plan****
                 27   Financial Data Schedule (electronic filing only)

                 (b)  None.

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

                 *    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.

                 ***  Incorporated  by reference to the proxy  statement  for
                      the annual meeting of  stockholders  filed with the SEC
                      on or about December 19, 1997.

                 **** Incorporated  by  reference  to the Form 10-KSB for the
                      year ended September 30, 1999.


                                      -15-

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            WHG Bancshares Corporation


Date:    August 11, 2000              By:  /s/Peggy J. Stewart
                                           -------------------------------------
                                           Peggy J. Stewart
                                           President and Chief Executive Officer
                                           (duly authorized officer)


Date:    August 11, 2000              By:  /s/Robin L. Taylor
                                           -------------------------------------
                                           Robin L. Taylor
                                           Controller (chief accounting officer)


                                      -16-