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, 1997
                               -----------------

                                       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 10, 1998:
          1,389,002

Transitional Small Business Disclosure Format (check one)

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



<PAGE>



                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

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

    Item 1.  Financial Statements....................................................3

       Consolidated statements of financial condition at December 31,  1997
       (unaudited) and September 30, 1997............................................3

       Consolidated statements of operations (unaudited) for the three months
       Ended December 31, 1997 and December 31, 1996.................................4

       Consolidated statements of cash flows (unaudited) for the three months
       Ended December 31, 1997 and December 31, 1996...............................5-6

       Notes to financial statements...............................................7-9

    Item 2.  Management's Discussion and Analysis or Plan of Operation...........10-15


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings......................................................16

    Item 2.  Changes in Securities..................................................16

    Item 3.  Defaults upon Senior Securities........................................16

    Item 4.  Submission of Matters to a Vote of Security-Holders....................16

    Item 5.  Other Information......................................................16

    Item 6.  Exhibits and Reports on Form 8-K.......................................16

Signatures..........................................................................17

</TABLE>











                                         -2-

<PAGE>
                          PART I. FINANCIAL INFORMATION

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                         December 31,   September 30,
                                                         ------------   -------------
                                                             1997           1997
                                                             ----           ----
                                                          (Unaudited)
        Assets
        ------
<S>                                                      <C>            <C>
Cash                                                     $  1,057,768   $  1,003,528
Interest bearing deposits in other banks                    4,144,648      3,898,946
Federal funds sold                                          3,135,013      3,481,833
Other investments                                           5,750,000      3,750,000
Mortgage backed securities                                  2,774,084      2,845,210
Loans receivable - net                                     79,321,188     78,450,370
Accrued interest receivable - loans                           354,436        374,561
                            - investments                     109,991         69,230
                            - mortgage backed
                               securities                      15,576         15,998
Premises and equipment - net                                  749,487        721,932
Federal Home Loan Bank of Atlanta stock, at cost              753,200        753,200
Investment in and loans to affiliated corporation           2,850,000      2,925,000
Deferred income taxes                                         116,394        116,394
Other assets                                                  199,077        150,517
                                                         ------------   ------------

Total assets                                             $101,330,862   $ 98,556,719
                                                         ============   ============

     Liabilities and Stockholders' Equity
     ------------------------------------

Liabilities
-----------
   Deposits                                              $ 76,389,888   $ 74,186,112
   Federal Home Loan Bank advances                          4,000,000      4,000,000
   Advance payments by borrowers for taxes
    and insurance                                             856,471        330,671
   Income taxes payable                                        45,125         64,284
   Other liabilities                                          123,143        146,519
                                                         ------------   ------------
Total liabilities                                          81,414,627     78,727,586

Commitments and contingencies

Stockholders' Equity
--------------------
   Common  stock  .10  par  value;   authorized
      1,620,062  shares;  issued  and outstanding
      1,389,002 shares at December 31, 1997 and
      1,392,415 shares at September 30, 1997                  138,900        139,241
   Additional paid-in capital                              11,394,448     11,390,312
   Retained earnings (substantially restricted)             9,432,679      9,381,773
                                                         ------------   ------------
                                                           20,966,027     20,911,326
   Employee Stock Ownership Plan                           (1,049,792)    (1,082,193)
                                                         ------------   ------------
Total stockholders' equity                                 19,916,235     19,829,133
                                                         ------------   ------------

Total liabilities and stockholders' equity               $101,330,862   $ 98,556,719
                                                         ============   ============
</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 Three Months Ended
                                                                 December 31,
                                                         --------------------------
                                                            1997             1996
                                                            ----             ----
<S>                                                      <C>             <C>
Interest and fees on loans                               $1,513,927      $1,448,451
Interest and dividends on investment
 securities                                                  91,989          61,776
Interest on mortgage backed securities                       47,151          50,893
Other interest income                                       150,546         143,709
                                                         ----------      ----------

Total interest income                                     1,803,613       1,704,829

Interest on deposits                                        868,132         801,641
Interest on short-term borrowings                            61,381           4,484
                                                         ----------      ----------

Total interest expense                                      929,513         806,125
                                                         ----------      ----------
Net interest income                                         874,100         898,704
Provision for loan losses                                    15,000          15,644
                                                         ----------      ----------
Net interest income after provision for
 loan losses                                                859,100         883,060

Non-Interest Income
   Fees and charges on loans                                  9,713           7,703
   Fees on transaction accounts                              16,303          13,332
   Other income                                               8,225          12,089
                                                         ----------      ----------
Total non-interest income                                    34,241          33,124
Non-Interest Expenses
   Salaries and related expenses                            411,845         420,696
   Occupancy                                                 40,396          44,167
   FDIC deposit insurance premium                            11,798          33,230
   Depreciation of equipment                                 10,121          12,273
   Advertising                                               27,310           5,336
   Data processing costs                                     18,867          18,096
   Professional services                                     39,598          45,919
   Other expenses                                            81,596          77,131
                                                         ----------      ----------
Total non-interest expenses                                 641,531         656,848
                                                         ----------      ----------

Income before tax provision                                 251,810         259,336

Provision for income taxes                                   98,341         104,227
                                                         ----------      ----------

Net income                                               $  153,469      $  155,109
                                                         ==========      ==========

Basic and diluted earnings per share                     $      .12      $      .11
                                                         ==========      ==========

</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 CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                             For Three Months Ended
                                                                   December 31,
                                                         ---------------------------
                                                              1997           1996
                                                              ----           ----
<S>                                                      <C>             <C>
Operating Activities
   Net income                                            $   153,469     $   155,109
   Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities
   ------------------------------------------
      Amortization of discount on mortgage backed
       securities                                               (206)           (206)
      Amortization of deferred loan fees                     (25,592)        (44,970)
      Loan fees deferred                                      35,922          60,121
      Decrease in discount on loans purchased                 (4,810)         (5,016)
      Provision for loan losses                               15,000          15,644
      Non-cash compensation under stock-based
       benefit plans                                          89,950          80,896
      (Increase) decrease in accrued interest receivable     (20,214)         22,954
      Loans sold                                             750,000          -
      Loans originated for sale                             (750,000)         -
      Provision for depreciation                              13,496          16,850
      Decrease in deferred income taxes                       -              199,873
      Increase in prepaid income taxes                        -              (54,358)
      (Increase) decrease in other assets                    (48,560)         20,070
      Decrease in accrued interest payable                      (251)           (904)
      Decrease in income taxes payable                       (19,159)       (205,788)
      Decrease in other liabilities                          (23,376)       (510,532)
                                                         -----------     -----------
         Net cash provided (used) by operating
          activities                                         165,669        (250,257)


Cash Flows from Investment Activities
-------------------------------------
   Proceeds from maturing interest
    bearing deposits                                       1,367,000         783,000
   Purchases of interest bearing deposits                 (1,369,272)       (685,000)
   Decrease in securities purchased under agreement
    to resell                                                 -            2,000,000
   Purchase of other investments                          (4,000,000)     (1,000,000)
   Proceeds from maturing other investments                2,000,000          -
   Principal collected on mortgage backed securities          71,332          36,802
   Net decrease (increase) in shorter term loans              16,116        (173,600)
   Longer term loans originated or acquired               (4,172,415)     (2,956,342)
   Principal collected on longer term loans                3,264,961         428,267
   Investment in premises and equipment                      (41,051)         -
   Decrease on investments in and loans to
    joint ventures                                            75,000          50,000
                                                         -----------     -----------
         Net cash used by investment activities           (2,788,329)     (1,516,873)
</TABLE>


                                       -5-

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                           For Three Months Ended
                                                                  December 31,
                                                         ----------------------------
                                                             1997             1996
                                                             ----             ----
Cash Flows from Financing Activities
------------------------------------
<S>                                                      <C>             <C>
   Net increase in demand deposits, money
    market, passbook accounts and advances by
    borrowers for taxes and insurance                    $   100,392     $   491,395
   Net increase (decrease) in certificates of deposit      2,629,435        (712,832)
   Net increase in short-term borrowings                      -            1,000,000
   Stock repurchase                                          (53,754)          -
   Management Stock Bonus Plan                                -             (882,927)
   Dividends on stock                                       (102,563)        (81,003)
                                                         -----------     -----------
         Net cash provided (used) by financing
          activities                                       2,573,510        (185,367)
                                                         -----------     -----------

Decrease in cash and cash equivalents                        (49,150)     (1,952,497)
Cash and cash equivalents at beginning of period           7,946,628       7,305,109
                                                         -----------     -----------

Cash and cash equivalents at end of period               $ 7,897,478     $ 5,352,612
                                                         ===========     ===========
The following is a Summary of Cash and Cash
-------------------------------------------
  Equivalents:
  -----------

   Cash                                                  $ 1,057,768     $ 1,347,677
   Interest bearing deposits in other banks                4,144,648       3,668,725
   Federal funds sold                                      3,135,013       1,021,210
                                                         -----------     -----------
   Balance of cash items reflected on
    Statement of Financial condition                       8,337,429       6,037,612

      Less    -  certificates  of deposit with original
              maturities of more than three months that
              are included in interest bearing deposits
              in other banks                                 439,951         685,000
                                                         -----------     -----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                 $ 7,897,478     $ 5,352,612
                                                         ===========     ===========
Supplemental Disclosure of Cash Flow Information:
------------------------------------------------
   Cash paid during the period for:

      Interest                                           $   929,262     $   807,029
                                                         ===========     ===========

      Taxes                                              $   117,500     $    72,500
                                                         ===========     ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
 of these statements.

                                       -6-

<PAGE>



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

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


Note 1 - Principles of Consolidation
         ---------------------------

            The consolidated  financial  statements  include the accounts of WHG
         Bancshares Corporation ("the Company") and its wholly-owned subsidiary,
         Heritage Savings Bank, F.S.B.  ("the Bank") and the Bank's  subsidiary,
         Mapleleaf   Mortgage   Corporation.   All  intercompany   accounts  and
         transactions  have been  eliminated  in the  accompanying  consolidated
         financial statements.

Note 2 - Business
         --------

            The Bank's  primary  business  activity is the accepting of deposits
         from the general public and using the proceeds for investments and loan
         originations.  The Bank is subject to competition  from other financial
         institutions. The Bank is subject to the regulations of certain federal
         agencies  and  undergoes  periodic  examinations  by  those  regulatory
         authorities.


Note 3 - 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 three months
         ended December 31, 1997 are not  necessarily  indicative of the results
         that may be  expected  for the fiscal  year  September  30, 1998 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, 1997.

Note 4 - 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
         maturities of 90 days or less.



                                       -7-

<PAGE>




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

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


Note 5 - Earnings Per Share
         ------------------

            In February 1997, the Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards No. 128 ("Statement 128),
         "Earnings Per Share." As required,  the Corporation  adopted  Statement
         128  during  the  quarter  ended  December  31,  1997.  This  Statement
         redefines  the   standards  of  computing   earnings  per  share  (EPS)
         previously  found  in  Accounting  Principles  Board  Opinion  No.  15,
         Earnings  Per  Share.  Statement  128  establishes  new  standards  for
         computing and presenting EPS and requires dual  presentation of "basic"
         and "diluted" EPS on the face of the income  statement for all entities
         with complex capital  structures.  Under Statement 128, basic EPS is to
         be computed based upon income available to common  shareholders and the
         weighted  average number of common shares  outstanding  for the period.
         Diluted EPS is to reflect the potential dilution exercised or converted
         into common stock or resulted in the issuance of common stock that then
         shared in the earnings of the Company.

<TABLE>
<CAPTION>
                                                   For the Three Months Ended
                                                        December 31, 1997
                                             ---------------------------------------
                                               Income           Shares     Per Share
                                             (Numerator)    (Denominator)    Amount
                                             -----------    -------------  ---------
            Basic EPS
            ---------

<S>                                           <C>             <C>            <C>
         Income available to shareholders     $153,469        1,229,543      $.12

            Effect of Dilutive Shares
            -------------------------

         MSBP shares                             -                6,984        -
         Options                                 -               28,719        -
                                              --------        ---------      ----

            Diluted EPS
            -----------

         Income available to common
          stockholders plus assumed
          conversions                         $153,469        1,265,246      $.12
                                              ========        =========      ====

</TABLE>




                                       -8-

<PAGE>


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

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


Note 5 - Earnings Per Share - Continued
         ------------------------------

<TABLE>
<CAPTION>

                                                   For the Three Months Ended
                                                        December 31, 1996
                                             ---------------------------------------
                                               Income           Shares     Per Share
                                             (Numerator)    (Denominator)    Amount
                                             -----------    -------------  ---------

            Basic EPS
            ---------
<S>                                           <C>             <C>            <C>
         Income available to shareholders     $155,109        1,434,296      $.11*

            Effect of Dilutive Shares
            -------------------------

         Options                                 -                1,051        -
                                              --------        ---------      ----

            Diluted EPS
            -----------

         Income available to common
          stockholders plus assumed
          conversions                         $155,109        1,435,347      $.11*
                                              ========        =========      ====

</TABLE>

     *Basic and diluted EPS issued in the Press Release, dated February 5, 1998,
     was calculated under APB No. 15 at $.10 per share amount.










                                       -9-

<PAGE>



Item 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

      Total  assets of the Company  were  $101,331,000  as of December 31, 1997,
compared to  $98,557,000  as of September 30, 1997, an increase of $2,774,000 or
2.81%.  The  increase  was  primarily  attributable  to  an  increase  in  other
investments  of  $2,000,000  or 53.33% and an  increase in loans  receivable  of
$871,000 or 1.11%.

      Total liabilities of the Company were $81,415,000 as of December 31, 1997,
compared to  $78,728,000  as of September 30, 1997, an increase of $2,687,000 or
3.41%. The increase was due to an increase in deposits,  primarily  certificates
of  deposit of  $2,204,000  or 2.97% and an  increase  of  advance  payments  by
borrowers for taxes and  insurance of $526,000 or 159.01%.  This was offset by a
decline in income taxes payable and other liabilities of $43,000 or 20.18%.

      Stockholders'  equity was $19,916,000 as of December 31, 1997, compared to
$19,829,000  as of  September  30 1997,  an  increase  of $87,000 or 0.44%.  The
increase was due to net income for the period of $153,000 and the  allocation of
shares to the Stock Based  Benefit  Plan and Stock  Bonus Plan of  $90,000.  The
increase was offset by a dividend of $103,000 and the  repurchase  of $54,000 of
the Company's own stock.

Results of Operations

General

      Net income for the three months ended  December 31, 1997 was $153,000,  as
compared to $155,000 for the same period in 1996, a decrease of $2,000 or 1.29%.
The decrease in net income was primarily the result of a decline in net interest
income of $25,000 or 2.78%,  offset by a decline in  non-interest  expenses  and
taxes of $21,000 or 2.76% and an  increase in  non-interest  income of $1,000 or
3.03%.



                                      -10-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Interest Income

      Total  interest  income for the three months  ended  December 31, 1997 was
$1,804,000,  compared to $1,705,000  for the same period in 1996, an increase of
$99,000 or 5.81%. Interest on loans increased by $65,000 or 4.49%. This increase
was  attributable  to a  $2,219,000  increase  in the  average  balance of loans
outstanding  and an increase in the average yield on the loan portfolio to 7.57%
for the three  months ended  December  31, 1997,  compared to 7.45% for the same
period in 1996.  Interest and  dividends on investment  securities  increased by
$30,000 or 48.39% for the three  months ended  December  31,  1997,  compared to
December  31,  1996.  The  increase  was a result of an  increase in the average
dollar amount of investments outstanding of $1,904,000, offset by the decline in
the weighted average rate to 6.79% for December 31, 1997,  compared to 7.03% for
December 31, 1996.  Interest income on mortgage backed  securities  decreased by
$4,000 or 7.35% for the three  months  ended  December  31,  1997,  compared  to
December 31, 1996.  The decrease was  primarily due to a decrease in the average
dollar amount outstanding of $213,000. Other interest income increased by $7,000
or 4.86% for the three  months ended  December  31,  1997,  compared to the same
period in 1996.  The increase was  primarily  due to the increase in the average
dollar amount of interest-earning  assets outstanding of $735,000.  The increase
was offset by a decline in the  weighted  average rate of 6.29% for December 31,
1997, compared to 6.51% for December 31, 1996.

      The weighted  average yield on  interest-earning  assets was 7.62% for the
three months ended  December 31, 1997,  compared to 7.33% for the same period in
1996.





                                      -11-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Interest Expense

      Total  interest  expense for the three months ended  December 31, 1997 was
$930,000,  compared  to  $806,000  for the same  period in 1996,  an increase of
$124,000 or 15.38%.  Interest on deposits  increased by $66,000 or 8.23% for the
three months  ended  December  31,  1997,  compared to December  31,  1996.  The
increase  resulted from an increase in the average  dollar amount of deposits of
$4,133,000  as  the  Bank  conducted  an  aggressive  advertising  campaign  for
certificates of deposit.

      Other  interest  expense for the three months ended  December 31, 1997 was
$61,000,  compared to $4,000 for the same period in 1996, an increase of $57,000
or 1425.00%.  The increase was due to FHLB advances  outstanding  for the entire
three  month  period and an increase  in  advances  by  borrowers  for taxes and
insurance over the same period in 1996.

 Provision for Loan Losses

      The provision for loan losses for December 31, 1997 was $15,000,  compared
to $16,000 for 1996,  a decrease  of $1,000 or 6.25%.  Management  monitors  and
adjusts its loan loss  reserves  based upon its analysis of the loan  portfolio.
Reserves are  increased by a charge to income,  the amount of which depends upon
an analysis of the changing  risks  inherent in the Company's loan portfolio and
the relative  status of the real estate  market and the economy in general.  The
Company has  historically  experienced a limited amount of loan  charge-offs and
delinquencies,  however,  during the period ended December 31, 1997 the Bank did
experience a charge-off of $76,000 to its loan loss reserve.  The  charge-off is
related to two  commercial  mortgage loans in the amount of $76,000 owned by one
borrower.  In December 1997, after exhausting all collection efforts,  the loans
were written off.



                                      -12-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Provision for Loan Losses - Continued

At December 31, 1997, the allowance  represented  .24% of loans  receivable,  as
compared to .32% at September 30, 1997. The allowance for loan losses  decreased
as a  percentage  of  nonperforming  loans to 19.58% at  December  31, 1997 from
29.86% at September  30, 1997.  Management  believes that the allowance for loan
losses is adequate at December 31, 1997.

Other Non-Interest Income

      Other  income for the three  months  ended  December 31, 1997 was $34,000,
compared to $33,000  for the same period in 1996,  with an increase of $1,000 or
3.03%.  The  increase  was due to an  increase  in fees and charges on loans and
transaction  accounts  of $5,000 or 23.81%.  This was  offset by a  decrease  of
$4,000 or 33.33% in other income.

Non-Interest Expense

      Total  non-interest  expense for the three months ended  December 31, 1997
was  $642,000,  compared to $657,000  for  December  31,  1996,  representing  a
decrease of $15,000 or 2.28%.  The  decrease  for the three month period was the
result of decreases in salaries and related  expenses,  occupancy,  FDIC deposit
insurance  premium and  professional  services.  Those  decreases were partially
offset  by  increases  in  advertising  and  other  expenses.  The  increase  in
advertising of $22,000 or 440.00% was due to an aggressive  advertising campaign
for  certificates  of  deposit.  The  rate of FDIC  deposit  insurance  premiums
declined by  approximately  70% from the rate in effect prior to  September  30,
1996 due to the one-time special  assessment in 1996 of $506,000.  As of January
1, 1997, the Bank's premium was reduced to .064% from .23% of insured  deposits.
Salaries  and related  expense  decreased  as a result of the decline in pension
administrative costs for the period. Professional services


                                      -13-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Non-Interest Expense - Continued

decreased primarily as a result of the stock conversion in the prior year, which
resulted in additional  services being required for the initial filings with the
Securities and Exchange  Commission and also with the implementation of the ESOP
and MSBP.

      A great deal of publicity  has been made about the Computer  Year 2000. It
is feared that many  computers  can only read the last two digits of a year and,
therefore, would not be able to distinguish between the year 2000 and 1990. This
would cause  inaccurate  calculation  and  processing of payments,  interest and
delinquencies.  The Bank uses a third  party  service  bureau to  process  these
transactions.  The  service  bureau for the Bank has  advised  the Bank that the
problem  is being  resolved  and that the year 2000 will not  affect  the Bank's
operations.  However,  if the service bureau fails to resolve this problem,  the
Bank  could  reasonably  expect  to  experience  significant  delays,  errors or
failures in their daily  operations.  These occurrences could have a significant
adverse effect on the Bank's financial condition and results of operations.  The
cost to the Bank to rectify the Year 2000 computer  problems is expected to cost
approximately $180,000.

Income Taxes

      The Company's  income tax expense for the three months ended  December 31,
1997 was $98,000,  compared to $104,000 for the three months ended  December 31,
1996, a decrease of $6,000 or 5.77%.  The decrease was primarily the result of a
decrease in pretax income.

Liquidity and Capital Resources

      The Company is required by OTS regulations to maintain,  for each calendar
month, a daily average  balance of cash and eligible  liquid  investments of not
less than 4% of the average  daily balance of its net  withdrawable  savings and
borrowings (due in

                                      -14-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

one  year  or  less)  during  the  preceding   calendar  month.  This  liquidity
requirement may be changed from time to time by the OTS to any amount within the
range of 4% to 10%.  The Bank's  liquidity  ratio was 9.42% at December 31, 1997
and 9.79% at September 30, 1997.

      The Bank is currently able to fund its operations  internally.  Additional
sources of funds include the ability to utilize  Federal Home Loan Bank ("FHLB")
of Atlanta  advances  and the  ability  to borrow  against  mortgage  backed and
investment  securities.  As of December 31, 1997,  the Bank had a line of credit
with  the  FHLB of  Atlanta  of  $20,000,000  and had  outstanding  advances  of
$4,000,000.  Management  believes it has ample cash flows and  liquidity to meet
its loan and  investment  commitments in the amount of $2,657,000 as of December
31, 1997.

      The following  table  presents the Bank's  capital  position  based on the
December 31, 1997 financial statements.

<TABLE>
<CAPTION>
                                                                                            To Be Well
                                                                                         Capitalized Under
                                                               For Capital               Prompt Corrective
                                    Actual                   Adequacy Purposes           Action Provisions
                         -------------------------      -----------------------      ------------------------
                           Amount             %            Amount          %           Amount            %
                           ------             -            ------          -           ------            -
<S>                      <C>                <C>         <C>               <C>        <C>              <C>
Tangible (1)             $15,541,034        15.82%      $ 1,473,507       1.50%      $   N/A            N/A
Tier I capital (2)        15,541,034        31.58%           N/A          N/A          2,952,540        6.00%
Core (1)                  15,541,034        15.82%        2,947,014       3.00%        4,911,688        5.00%
Risk-weighted (2)         15,729,999        31.97%        3,936,720       8.00%        4,920,900       10.00%

</TABLE>


          (1) To adjusted total assets.
          (2) To risk-weighted assets.





                                      -15-

<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

         Not applicable.

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

        (a) Not applicable.

        (b) Not applicable.


                                      -16-

<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 11, 1998       By:   /s/ Peggy J. Stewart
                                    -------------------------------------
                                    Peggy J. Stewart
                                    President and Chief Executive Officer
                                    (duly authorized officer)


Date: February 11, 1998       By:   /s/ Robin L. Taylor
                                    -------------------------------------
                                    Robin L. Taylor
                                    Controller (chief accounting officer)


                                      -17-