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 December 31, 2001
                               -----------------

                                       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 February 1, 2002: 1,285,050

Transitional Small Business Disclosure Format (check one)

                           YES          NO  X
                               ---         ---

<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

                                    Contents
<TABLE>
<CAPTION>
                                                                                                          Pages
                                                                                                          -----
PART I - FINANCIAL INFORMATION

<S>      <C>                                                                                         <C>
     Item 1.  Financial Statements...........................................................................

          Consolidated Statements of Financial Condition at December 31, 2001
          (unaudited) and September 30, 2001.................................................................3

          Consolidated Statements of Operations (unaudited) for the three months ended
          December 31, 2001 and 2000 ........................................................................4

          Consolidated Statements of Comprehensive Income (unaudited) for the three months ended
          December 31, 2001 and 2000.........................................................................5

          Consolidated Statements of Cash Flows (unaudited) for the three months ended
          December 31, 2001 and 2000.......................................................................6-7

          Notes to Consolidated Financial Statements (unaudited)...........................................8-9

     Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations..........................................................................10-12


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings.............................................................................13

     Item 2.  Changes in Securities.........................................................................13

     Item 3.  Defaults upon Senior Securities...............................................................13

     Item 4.  Submission of Matters to a Vote of Security-Holders...........................................13

     Item 5.  Other Information.............................................................................13

     Item 6.  Exhibits and Reports on Form 8-K..............................................................13

Signatures..................................................................................................14

</TABLE>
                                       2
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                            December 31,    September 30,
                                                                 2001             2001
                                                           -------------    -------------
                                                              (Unaudited)
<S>                                                      <C>              <C>
        Assets
        ------
Cash                                                       $   1,883,668    $     711,509
Interest bearing deposits in other banks                      14,991,501        2,168,790
Federal funds sold                                             8,517,406        1,183,000
Investments available for sale                                 5,879,724       18,644,744
Other investments held to maturity                             3,000,000       12,000,000
Mortgage backed securities                                    12,974,598       13,997,566
Loans receivable - net                                       112,531,696      110,275,237
Accrued interest receivable - loans                              487,138          507,291
                            - investments                        126,588          731,841
                            - mortgage backed securities          69,617           75,184
Premises and equipment - net                                   1,359,004        1,379,141
Federal Home Loan Bank of Atlanta stock, at cost               1,450,000        1,450,000
Deferred income taxes                                            336,281          329,818
Prepaid and refundable income taxes                               48,109           36,899
Other assets                                                     236,580          748,177
                                                           -------------    -------------
Total assets                                               $ 163,891,910    $ 164,239,197
                                                           =============    =============
     Liabilities and Stockholders' Equity
     ------------------------------------

         Liabilities
   Checks outstanding in excess of bank balances           $     483,910    $      18,868
   Deposits                                                  124,053,199      124,938,953
   Borrowings                                                 22,000,000       22,000,000
   Advance payments by borrowers for taxes and insurance         139,149           77,724
   Income taxes payable                                           49,386           27,059
   Other liabilities                                             231,062          277,765
                                                           -------------    -------------
Total liabilities                                            146,956,706      147,340,369

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062
    shares;  issued  and outstanding 1,285,050 shares at
    December 31, 2001 and 1,285,132 shares at
    September 30, 2001                                           128,505          128,513
   Additional paid-in capital                                  6,877,386        6,854,591
   Retained earnings (substantially restricted)               10,259,055       10,267,594
   Accumulated other comprehensive income                          2,472           12,745
   Employee Stock Ownership Plan                                (332,214)        (364,615)
                                                           -------------    -------------
Total stockholders' equity                                    16,935,204       16,898,828
                                                           -------------    -------------
Total liabilities and stockholders' equity                 $ 163,891,910    $ 164,239,197
                                                           =============    =============
</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)
                -------------------------------------------------

                                                      For Three Months Ended
                                                     ------------------------
                                                     December 31, December 31,
                                                      ----------   ----------
                                                         2001         2000
                                                      ----------   ----------
Interest and fees on loans                            $2,129,529   $1,885,134
Interest and dividends on investment securities          268,099      645,397
Interest on mortgage backed securities                   214,117      260,874
Other interest income                                    106,005      151,931
                                                      ----------   ----------

Total interest income                                  2,717,750    2,943,336

Interest on deposits                                   1,518,039    1,637,831
Interest on short-term borrowings                         26,779            -
Interest on long-term borrowings                         283,320      359,359
                                                      ----------   ----------
Total interest expense                                 1,828,138    1,997,190
                                                      ----------   ----------
Net interest income                                      889,612      946,146
                                                      ----------   ----------
Provision for loan losses                                      -       30,000
                                                      ----------   ----------
Net interest income after provision for loan losses      889,612      916,146

Non-Interest Income
-------------------
  Fees and charges on loans                                6,637        5,162
  Fees on transaction accounts                            14,948       14,012
  Other income                                            19,824       15,337
                                                      ----------   ----------
Total non-interest income                                 41,409       34,511

Non-Interest Expenses
---------------------
  Salaries and related expenses                          481,163      474,284
  Occupancy                                               46,144       49,068
  SAIF deposit insurance premium                           5,737        5,944
  Depreciation of equipment                               24,664       32,289
  Advertising                                             12,892       21,727
  Data processing costs                                   30,684       27,870
  Professional services                                   54,071       44,510
  Other expenses                                         105,826      118,912
                                                      ----------   ----------
Total non-interest expenses                              761,181      774,604
                                                      ----------   ----------

Income before tax provision                              169,840      176,053
Provision for income taxes                                67,117       68,812
                                                      ----------   ----------
Net income                                            $  102,723   $  107,241
                                                      ==========   ==========
Basic earnings per share                              $      .08   $      .09
                                                      ==========   ==========
Diluted earnings per share                            $      .08   $      .09
                                                      ==========   ==========

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 Three Months Ended
                                                               --------------------------
                                                               December 31,  December 31,
                                                               ------------  ------------
                                                                   2001         2000
                                                                ---------    ---------
<S>                                                           <C>          <C>
Net income                                                      $ 102,723    $ 107,241

Unrealized holding (losses) gains net of tax of $6,463
  and $369,051 for the three month periods ended December 31,
  2001 and 2000, respectively                                     (10,273)     586,547
                                                                ---------    ---------


Comprehensive income                                            $  92,450    $ 693,788
                                                                =========    =========
</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 Three Months Ended
                                                                      -------------------------------
                                                                       December 31,    December 31,
                                                                       ------------    ------------
                                                                          2001            2000
                                                                       ------------    ------------
<S>                                                                 <C>             <C>
Operating Activities
     Net income                                                        $    102,723    $    107,241
     Loss on disposal of equipment                                                -           1,001
     Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
      -------------------------------------
         Net accretion/amortization of premiums and
          discounts on mortgage backed securities                             1,246             395
         Amortization of deferred loan fees                                 (80,089)           (613)
         Loan fees deferred                                                  79,029            (322)
         Decrease in discount on loans purchased                            (65,571)        (49,177)
         Amortization of discounts on investments available for sale         (1,716)            (46)
         Provision for loan losses                                                -          30,000
         Non-cash compensation under stock-based benefit plans               56,151          69,826
         Decrease in accrued interest receivable                            630,973         146,498
         Provision for depreciation                                          32,591          42,888
         (Increase) decrease in prepaid income taxes                        (11,210)          7,526
         Decrease (increase) in other assets                                511,597          (7,989)
         (Decrease) increase in accrued interest payable                       (418)             51
         Increase in income taxes payable                                    22,327          51,285
         Decrease in other liabilities                                      (46,703)        (24,121)
                                                                       ------------    ------------
              Net cash provided by operating activities                   1,230,930         374,443

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from sales and maturities of investments
      available for sale                                                 12,750,000               -
     Proceeds from maturing investments held to maturity                  9,000,000               -
     Principal collected on mortgage backed securities - held
      to maturity                                                         1,021,722         402,251
     Net decrease (increase) in shorter term loans                           32,382         (13,423)
     Longer term loans originated                                        (8,085,273)     (2,024,655)
     Principal collected on longer term loans                             5,863,063       1,583,699
     Investment in premises and equipment                                   (12,454)        (91,818)
                                                                       ------------    ------------
         Net cash provided (used) by investment activities               20,569,440        (143,946)

</TABLE>

                                       6
<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                   For Three Months Ended
                                                                 ----------------------------
                                                                 December 31,    December 31,
                                                                 ------------    ------------
                                                                     2001            2000
                                                                 ------------    ------------
<S>                                                            <C>             <C>
Cash Flows from Financing Activities
------------------------------------
     Net increase in demand deposits, money
      market, passbook accounts and advances by
      borrowers for taxes and insurance                          $    457,216    $    778,910
     Net (decrease) increase in certificates of deposit            (1,281,127)      5,340,355
     Increase in checks outstanding in excess of bank balance         465,042         389,777
     Dividends on stock                                              (111,262)       (109,398)
     Stock repurchase                                                    (963)              -
                                                                 ------------    ------------
              Net cash (used) provided by financing activities       (471,094)      6,399,644
                                                                 ------------    ------------

Increase in cash and cash equivalents                              21,329,276       6,630,141
Cash and cash equivalents at beginning of period                    4,063,299       5,994,277
                                                                 ------------    ------------

Cash and cash equivalents at end of period                       $ 25,392,575    $ 12,624,418
                                                                 ============    ============

The following is a Summary of Cash and Cash Equivalents:
-------------------------------------------------------
     Cash                                                        $  1,883,668    $  1,329,565
     Interest bearing deposits in other banks                      14,991,501       5,100,853
     Federal funds sold                                             8,517,406       6,194,000
                                                                 ------------    ------------

          Cash and Cash Equivalents                              $ 25,392,575    $ 12,624,418
                                                                 ============    ============

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

         Interest                                                $  1,825,185    $  1,991,836
                                                                 ============    ============

         Taxes                                                   $     56,000    $     10,000
                                                                 ============    ============
</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  of  the  United  States  of  America.
           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 three  months
           ended December 31, 2001 are not necessarily indicative of the results
           that may be expected  for the fiscal year  September  30, 2002 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, 2001.


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>
             December 31, 2001
             -----------------
             Equity investments        $      356,198   $     6,075   $     43,815    $     318,458
             Federal Home Loan
              Bank Bonds                    5,519,501        42,538            770        5,561,269
             Federal Home Loan
              Mortgage Corporation
              Bonds                                 -             -              -                -
                                        -------------   -----------   ------------    -------------
                                        $   5,875,699   $    48,613   $     44,585    $   5,879,727
                                        =============   ===========   ============    =============
</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, 2001
             ------------------
             Equity investments         $     356,198    $       -     $   47,498      $    308,700
             Federal Home Loan
              Bank Bonds                   15,018,601       67,443              -        15,086,044
             Federal Home Loan
              Mortgage Corporation
              Bonds                         3,249,181          819              -         3,250,000
                                         ------------    ---------     ----------      ------------
                                         $ 18,623,980    $  68,262     $   47,498      $ 18,644,744
                                         ============    =========     ==========      ============
</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 three month periods ended
           December 31, as follows:

                                                   2001         2000
                                               ----------   ----------

            Net income                         $  102,723   $  107,241
                                               ==========   ==========
            Weighted Average Shares
             Outstanding basic EPS              1,228,789    1,195,160
            Diluted Items:
               Stock options                       41,418            -
               Unvested stock awards                  269           48
                                               ----------   ----------
            Adjusted weighted average shares
               Used for dilutive EPS            1,270,476    1,195,208
                                               ==========   ==========


                                       9

<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  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 three months ended  December 31, 2001,  net earnings  decreased
$4,000 to $103,000,  or $.08 diluted earnings per share, from $107,000,  or $.09
diluted  earnings  per share,  for the  comparative  2000  period.  Our earnings
decreased primarily due to a decrease in net interest income.

Results of Operations

Net Interest Income

         Net interest income decreased  $56,000 to $890,000 for the three months
ended  December 31, 2001 from  $946,000  for the  comparable  2000  period.  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,  decreased  for the three months  ended  December 31, 2001 to 1.81%
from 1.97% for the comparable 2000 period.  The decrease in interest rate spread
is  primarily  the result of a decrease in the average  yield on other  interest
earning assets,  predominantly  federal funds sold and interest bearing deposits
in other banks, partially offset by a decrease in rates paid on interest bearing
liabilities, principally demand deposits.

Interest Income

         Total interest  income  decreased  $225,000 to $2,718,000 for the three
months ended December 31, 2001 from  $2,943,000 for the comparable  2000 period.
Total average  interest rate yields for the three months ended December 31, 2001
was 6.77%  compared to 7.34% for the same three month period in fiscal 2000. The
decrease in total interest  income was primarily  related to the decrease in the
total average balance of investments  and mortgage  backed  securities and lower
average  interest rate yields paid on other interest  earning assets,  offset by
increases in the total average  balances of loans  receivable and other interest
earning assets.

                                       10
<PAGE>

         Interest and fees on loans  increased  $245,000 to  $2,130,000  for the
three months ended December 31, 2001 from  $1,885,000  for the  comparable  2000
period.  The increase was the result of an increase in the average dollar amount
of loans  outstanding  at December  31, 2001 of  $13,219,000  as a result of new
loans originations.  In addition,  for the three months ended December 31, 2001,
the average yield on average loans decreased slightly to 7.72% compared to 7.76%
at the  comparable  2000  period as the result of higher  yielding 1 to 4 family
mortgage loans modifying to lower yielding  interest rates,  partially offset by
higher yielding commercial and real estate investment loans originated.

         Interest  and  dividend  income  on  investment   securities  decreased
$377,000 to $268,000 for the three months ended  December 31, 2001 from $645,000
for the 2000 comparable period. Such decreases for the current period was due to
the decreases in average  investment  balances at amortized  cost of $26,080,000
from investments called by issuers.

         Interest  income on mortgage  backed  securities  decreased  $47,000 to
$214,000  for the three months  ended  December  31, 2001 from  $261,000 for the
comparable 2000 period. The decrease was the result of a decrease in the average
dollar amount of mortgage backed securities  outstanding at December 31, 2001 of
$2,813,000.

         Other  interest  income  decreased  $46,000 to  $106,000  for the three
months ended December 31, 2000 from $152,000 for the comparable 2000 period.  As
the result of short-term market rate decreases,  the yield on our other interest
earning  assets  decreased  432 basis points to 1.72% for the three months ended
December 31, 2001 from 6.04%,  for the same period in 2000.  The average  dollar
amount of other interest-earning assets, predominantly interest-bearing deposits
in other banks and federal funds sold, increased $14,569,000.  Proceeds from the
investment calls were deposited in other banks and federal funds sold until such
time  they  can be  reinvested  in loans  originations,  other  higher  yielding
investments or reduce higher yielding borrowings.

Interest Expense

         Total interest expense decreased  $169,000,  or 8.5%, to $1,828,000 for
the three months ended December 31, 2001 from $1,997,000 for the comparable 2000
period.  Interest on deposits decreased by $120,000,  or 7.3%, to $1,518,000 for
the three months ended December 31, 2001 from $1,638,000 for the comparable 2000
period.  The decrease followed a 99 basis point decline in the average rate paid
on demand  deposits  coupled with a slight  decline in  certificate  of deposits
rates from  maturing  higher  yielding  certificates.  The average  rate paid on
demand deposits was 1.93% and 2.92% at December 31, 2001 and 2000, respectively.

         Interest on total borrowings  decreased $49,000,  or 13.6%, to $310,000
for the three months ended  December 31, 2001 from  $359,000 for the  comparable
2000 period.  The  decrease  resulted  from a $2.0  million  decrease in average
borrowings  outstanding,  coupled with 35 basis point  decrease in rates paid on
total borrowings.

                                       11

<PAGE>

Provision for Loan Losses

         For the three months ended  December 31, 2001,  we had no provision for
loan losses compared to a $30,000  provision for the same period in fiscal 2000.
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).  The allowance for loan loss is
maintained at a level that  represents  management's  best estimate of losses in
the loan portfolio at the balance sheet date. However, there can be no assurance
that the  allowance  for losses will be adequate  to cover  losses  which may be
realized  in the future and that  additional  provision  for losses  will not be
required.


Non-Interest Expense

         Total non-interest expenses decreased $14,000, or 1.8%, to $761,000 for
the three month ended  December 31, 2001 from $775,000 for the  comparable  2000
period.  The rise in salaries and related  expenses  reflect annual  performance
incentives and an $18,000 increase in Employee Stock Ownership Plan compensation
following  the  appreciation  of our common  stock.  Increases  in salaries  and
related expenses were partially offset by a $34,000 decrease in Management Stock
Bonus Plan  ("MSBP")  expense.  As of October 8, 2001 all granted  shares of the
MSBP have been  distributed  and there  will be no further  stock-based  expense
until such time the remaining 11,142 shares are granted.  At September 30, 2001,
our computer  system for our four branches and part of our main office was fully
depreciated.  Accordingly,  there was no depreciation expense for this equipment
during the current period. Advertising decreased primarily due to an advertising
campaign  for 18 and 25 month  certificates  of  deposit  during  the prior 2000
period.  Professional  fees  increased  due to an increase in legal fees and for
business development planning expenses incurred.

Provision for Income Taxes

         The provision for income taxes  decreased  $2,000 for the quarter ended
December 31, 2001, as compared to the same quarter in 2000. The decrease was the
result of a decrease in net income.  The effective tax rate for the period ended
December 31, 2001 remained relatively unchanged at 39.5% compared to 39.1%.

                                       12


<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

                     Not applicable.

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     Form of Amended and Restated Employment Agreement with
                        Peggy J. Stewart ***
             10.2     Form of Amended and Restated Change in Control
                        Severance Agreements for three executive officers ***
             10.3     Amendment to the 1996 Stock Option Plan ****
             10.4     Amendment to Management Stock Bonus Plan and
                        Trust Agreement ****
             10.5     Form of Directors Change In Control Severance Plan **
             10.6     2001 Stock Option Plan *****

               (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 September 30, 1999 Form 10-KSB
             filed with the SEC on  December 21, 1999.
***        Incorporated  by  reference  to the  September  30,  2000 Form
             10-KSB filed with the SEC on December 18, 2000.
****       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  proxy  statement  for the
             annual meeting of stockholders  filed with the SEC on or about
             December 18, 2000.
******     Incorporated  by  reference  to the March 31,  2001 Form 10QSB
             filed with the SEC on February 13, 2001.

                                       13
<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:    February 13, 2002        By:      /s/Peggy J. Stewart
                                           -------------------------------------
                                           Peggy J. Stewart
                                           President and Chief Executive Officer
                                           (duly authorized officer)


Date:    February 13, 2002        By:      /s/Robin L. Taylor
                                           -------------------------------------
                                           Robin L. Taylor
                                           Controller (chief accounting officer)


                                       14