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 March 31, 2002
                               --------------

                                       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 May 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...........................................................................3

          Consolidated Statements of Financial Condition at March 31, 2002
          (unaudited) and September 30, 2001.................................................................3

          Consolidated Statements of Operations (unaudited) for the six and three months ended
          March 31, 2002 and 2001 ...........................................................................4

          Consolidated Statements of Comprehensive Income (unaudited) for the six and three months
          ended March 31, 2002 and 2001......................................................................5

          Consolidated Statements of Cash Flows (unaudited) for the six months ended
          March 31, 2002 and 2001..........................................................................6-7

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

     Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations..........................................................................11-15


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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                               March 31,      September 30,
                                                                             -------------    -------------
                                                                                  2002             2001
                                                                             -------------    -------------
                                                                             (Unaudited)
<S>                                                                       <C>              <C>
       Assets
        ------
Cash                                                                         $   1,167,550    $     711,509
Interest bearing deposits in other banks                                         1,297,103        2,168,790
Federal funds sold                                                               3,731,850        1,183,000
Investments available for sale                                                   5,596,844       18,644,744
Other investments held to maturity                                               2,500,000       12,000,000
Mortgage backed securities - available for sale                                  3,984,284                -
Mortgage backed securities - held to maturity                                   14,880,691       13,997,566
Loans receivable - net                                                         119,916,589      110,275,237
Accrued interest receivable - loans                                                533,750          507,291
                            - investments                                          113,624          731,841
                            - mortgage backed securities                            92,413           75,184
Premises and equipment - net                                                     1,334,263        1,379,141
Federal Home Loan Bank of Atlanta stock, at cost                                 1,450,000        1,450,000
Deferred income taxes                                                              393,903          329,818
Prepaid and refundable income taxes                                                133,855           36,899
Other assets                                                                       411,334          748,177
                                                                             -------------    -------------
Total assets                                                                 $ 157,538,053    $ 164,239,197
                                                                             =============    =============
     Liabilities and Stockholders' Equity
     ------------------------------------

         Liabilities
   Deposits                                                                  $ 119,739,036    $ 124,938,953
   Borrowings                                                                   19,250,000       22,000,000
   Advance payments by borrowers for taxes and insurance                           337,215           77,724
   Checks outstanding in excess of bank balances                                   999,739           18,868
   Income taxes payable                                                             11,045           27,059
   Other liabilities                                                               229,837          277,765
                                                                             -------------    -------------
Total liabilities                                                              140,566,872      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
    March 31, 2002 and 1,285,132 shares at
    September 30, 2001                                                             128,505          128,513
   Additional paid-in capital                                                    6,909,975        6,854,591
   Retained earnings (substantially restricted)                                 10,321,622       10,267,594
   Accumulated other comprehensive (loss) income                                   (89,108)          12,745
   Employee Stock Ownership Plan                                                  (299,813)        (364,615)
                                                                             -------------    -------------
Total stockholders' equity                                                      16,971,181       16,898,828
                                                                             -------------    -------------

Total liabilities and stockholders' equity                                   $ 157,538,053    $ 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)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                For Six Months Ended            For Three Months Ended
                                                                       March 31,                       March 31,
                                                           ----------------------------      -----------------------------
                                                                 2002           2001              2002            2001
                                                                 ----           ----              ----            ----
<S>                                                        <C>             <C>              <C>               <C>
Interest and fees on loans                                   $4,264,893      $3,780,705       $2,135,364        $1,895,571
Interest on mortgage backed securities                          471,188         513,950          257,071           253,076
Interest and dividends on investment
 securities                                                     429,020       1,286,470          160,921           641,073
Other interest income                                           157,263         256,741           51,258           104,810
                                                             ----------      ----------       ----------        ----------

Total interest income                                         5,322,364       5,837,866        2,604,614         2,894,530

Interest on deposits                                          2,833,334       3,270,650        1,315,295         1,632,819
Interest on short-term borrowings                                35,511               -            8,732                 -
Interest on long term borrowings                                560,481         659,403          277,161           300,044
                                                             ----------      ----------       ----------        ----------
Total interest expense                                        3,429,326       3,930,053        1,601,188         1,932,863
                                                             ----------      ----------       ----------        ----------

Net interest income                                           1,893,038       1,907,813        1,003,426           961,667
Provision for loan losses                                             -          30,000                -                 -
                                                             ----------      ----------       ----------        ----------
Net interest income after provision for
 loan losses                                                  1,893,038       1,877,813        1,003,426           961,667

Non-Interest Income
   Fees and charges on loans                                     13,691          10,650            7,054             5,488
   Fees on transaction accounts                                  25,760          26,716           10,812            12,704
   Gain on sale of investments                                    7,739               -            7,739                 -
   Other income                                                  34,689          31,964           14,865            16,627
                                                             ----------      ----------       ----------        ----------
Total non-interest income                                        81,879          69,330           40,470            34,819
Non-Interest Expenses
   Salaries and related expenses                                962,054         965,333          480,891           491,049
   Occupancy                                                     90,640          98,332           44,496            49,264
   SAIF deposit insurance premium                                11,367          11,815            5,630             5,871
   Depreciation of equipment                                     49,132          60,290           24,468            28,001
   Advertising                                                   24,499          42,820           11,607            21,093
   Data processing costs                                         65,258          56,262           34,574            28,392
   Professional services                                        109,679          91,642           55,608            47,132
   Other expenses                                               206,706         217,946          100,880            99,034
                                                             ----------      ----------       ----------        ----------
Total non-interest expenses                                   1,519,335       1,544,440          758,154           769,836
                                                             ----------      ----------       ----------        ----------

Income before tax provision                                     455,582         402,703          285,742           226,650

Provision for income taxes                                      179,030         162,231          111,913            93,419
                                                             ----------      ----------       ----------        ----------

Net income                                                   $  276,552     $   240,472       $  173,829       $   133,231
                                                             ==========     ===========       ==========       ===========

Basic earnings per share                                     $      .22     $       .20       $      .14       $       .11
                                                             ==========     ===========       ==========       ===========

Diluted earnings per share                                   $      .21     $       .20       $      .13       $       .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 COMPREHENSIVE INCOME (UNAUDITED)
           -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                            For Six Months Ended
                                                           March 31,     March 31,
                                                          -----------    ---------
                                                              2002          2001
                                                          ----------    ----------
<S>                                                       <C>           <C>
Net income                                                $  276,552    $  240,472

Unrealized holding (losses) gains net of tax of $61,044
 and $582,513 for the six month periods ended March 31,
 2002 and 2001, respectively                                 (97,155)      925,806

Reclassification adjustment for gains included in net
 income, net of tax of $3,041 for the six month period
 ended March 31, 2002                                         (4,698)            -
                                                          ----------    ----------


Comprehensive income                                      $  174,699    $1,166,278
                                                          ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                            For Three Months Ended
                                                             March 31,    March 31,
                                                             ---------    ---------
                                                                 2002        2001
                                                             ---------    ---------
<S>                                                        <C>          <C>
Net income                                                   $ 173,829    $ 133,231

Unrealized  holding  (losses)  gains net of tax of $54,581
 and  $213,461 for the three month periods ended March 31,
 2002 and 2001, respectively                                   (86,882)     339,258

Reclassification adjustment for gains included in net
 income, net of tax of $3,041 for the three month period
 ended March 31, 2002                                           (4,698)           -
                                                             ---------    ---------


Comprehensive income                                         $  82,249    $ 472,489
                                                             =========    =========
</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 Six Months Ended
                                                                       ----------------------------
                                                                        March 31,        March 31,
                                                                       ------------    ------------
                                                                            2002            2001
                                                                       ------------    ------------
<S>                                                                  <C>             <C>
Operating Activities
--------------------
     Net income                                                        $    276,552    $    240,472
     Loss on disposal of equipment                                                -           1,001
     Gain on sale of investment available for sale                           (7,739)              -
Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
      -------------------------------------
         Net accretion/amortization of premiums and
          discounts on mortgage backed securities                             3,533           1,424
         Amortization of deferred loan fees                                (139,268)        (13,134)
         Loan fees deferred                                                 190,852           1,558
         Decrease in discount on loans purchased                           (125,097)        (76,356)
         Amortization of discounts on investments available for sale         (1,730)            (92)
         Provision for loan losses                                             --            30,000
         Non-cash compensation under stock-based benefit plans              121,141         131,232
         Decrease in accrued interest receivable                            574,529         127,021
         Provision for depreciation                                          64,918          81,234
         Decrease in deferred income tax assets                                --           (24,419)
         Increase in prepaid income taxes                                   (96,956)        (29,465)
         Decrease in other assets                                           336,843           2,418
         (Decrease) increase in accrued interest payable                       (148)             14
         Decrease in income taxes payable                                   (16,014)        (31,874)
         Decrease in other liabilities                                      (47,928)        (42,064)
                                                                       ------------    ------------
              Net cash provided by operating activities                   1,133,488         398,970

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from sales and calls of investments
      available for sale                                                 12,917,364            --
     Proceeds from calls of investments held to maturity                  9,500,000         200,000
     Purchase of mortgage backed securities available for sale           (4,027,500)           --
     Purchase of mortgage backed securities held to maturity             (2,873,946)           --
     Principal collected on mortgage backed securities - available
       for sale                                                              17,006            --
     Principal collected on mortgage backed securities - held
      to maturity                                                         1,987,565         882,018
     Net decrease (increase) in shorter term loans                          157,802         (24,549)
     Longer term loans originated                                       (20,160,826)     (4,279,528)
     Principal collected on longer term loans                            10,435,185       3,510,174
     Investment in premises and equipment                                   (20,040)       (255,177)
                                                                       ------------    ------------
         Net cash provided by investment activities                       7,932,610          32,938

</TABLE>

                                      -6-
<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                    For Six Months Ended
                                                                 -------------------------

                                                                  March 31,      March 31,
                                                                 -----------    ----------
                                                                    2002           2001
                                                                 -----------    -----------
<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                          $ 1,904,243    $ 3,538,765
     Net (decrease) increase in certificates of deposit           (6,844,521)     1,588,777
     Increase in checks outstanding in excess of bank balance        980,871        394,815
     Net decrease in borrowings                                   (2,750,000)    (3,000,000)
     Dividends on stock                                             (222,524)      (218,795)
     Stock repurchase                                                   (963)        (5,009)
                                                                 -----------    -----------
              Net cash (used) provided by financing activities    (6,932,894)     2,298,553
                                                                 -----------    -----------

Increase in cash and cash equivalents                              2,133,204      2,730,461
Cash and cash equivalents at beginning of period                   4,063,299      5,994,277
                                                                 -----------    -----------

Cash and cash equivalents at end of period                       $ 6,196,503    $ 8,724,738
                                                                 ===========    ===========

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
     Cash                                                        $ 1,167,550    $ 1,249,632
     Interest bearing deposits in other banks                      1,297,103      3,428,106
     Federal funds sold                                            3,731,850      4,047,000
                                                                 -----------    -----------

          Cash and Cash Equivalents                              $ 6,196,503    $ 8,724,738
                                                                 ===========    ===========

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

         Interest                                                $ 3,431,960    $ 3,977,091
                                                                 ===========    ===========

         Taxes                                                   $   310,000    $   266,000
                                                                 ===========    ===========

</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 six and three
           months  ended March 31, 2002 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:

                                       Gross        Gross
                        Amortized    Unrealized   Unrealized      Fair
                           Cost        Gains        Losses        Value
                           ----        -----        ------        -----
March 31, 2002
--------------
Equity investments      $  196,573   $        -   $   17,173   $  179,400
Federal Home Loan
 Bank Bonds              5,519,512            -      102,068    5,417,444
Federal Home Loan
 Mortgage Corporation
 Bonds                           -            -            -            -
                        ----------   ----------   ----------   ----------
                        $5,716,085   $        -   $  119,241   $5,596,844
                        ==========   ==========   ==========   ==========

                                      -8-
<PAGE>

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

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


Note 3 - Investment Available for Sale - Continued
         -----------------------------------------

                                         Gross        Gross
                         Amortized     Unrealized   Unrealized      Fair
                            Cost         Gains        Losses        Value
                            ----         -----        ------        -----
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
                        ===========   ===========   ===========   ===========



Note 4 - Mortgage Backed Securities Available for Sale
         ---------------------------------------------

                   The  amortized  cost  and  fair  values  of  mortgage  backed
             securities available for sale at are as follows:

                                Gross        Gross
                  Amortized   Unrealized   Unrealized      Fair
                    Cost        Gains        Losses        Value
                    ----        -----        ------        -----
March 31, 2002
--------------
GNMA ARM         $4,010,217   $        -   $   25,933   $3,984,284

                 $4,010,217   $        -   $   25,933   $3,984,284
                 ==========   ==========   ==========   ==========


                   There were no mortgage backed  securities  available for sale
              at September 30, 2001.


                                      -9-
<PAGE>

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

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


Note 5 - 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 six and  three  month
           periods ended March 31, as follows:

<TABLE>
<CAPTION>
                                  For the Six Months Ended   For the Three Months Ended
                                  ------------------------   --------------------------
                                    March 31,    March 31,    March 31,    March 31,
                                   ----------   ----------   ----------   ----------
                                      2002         2001         2002         2002
                                   ----------   ----------   ----------   ----------

<S>                              <C>          <C>          <C>          <C>
Net income                         $  276,552   $  240,472   $  173,829   $  133,231
                                   ==========   ==========   ==========   ==========
Weighted Average Shares
 Outstanding basic EPS              1,230,790    1,197,572    1,233,291    1,200,038
Diluted Items:
   Stock options                       57,384       12,007       73,368       18,933
   Unvested stock awards                  962        1,895        1,656        3,174
                                   ----------   ----------   ----------   ----------
Adjusted weighted average shares
   Used for dilutive EPS            1,289,136    1,211,474    1,308,315    1,222,145
                                   ==========   ==========   ==========   ==========
</TABLE>


Note 6 - Merger Agreement
         ----------------

                   On February 27, 2002, BCSB Bankcorp,  Inc. ("BCSB Bankcorp"),
           the holding  company  for  Baltimore  County  Savings  Bank,  F.S.B.,
           ("Baltimore County Savings") and WHG Bancshares  Corporation ("WHG"),
           the holding company for Heritage Savings Bank,  F.S.B.  ("Heritage"),
           announced jointly that they entered into a definitive agreement under
           which  Baltimore  County  Savings  and WHG would merge in an all-cash
           transaction  valued at $14.25 per share, or approximately $18 million
           in total. The merger  transaction is expected to be consummated on or
           about September 2002.

                                      -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  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

         On February  27, 2002,  BCSB  Bankcorp,  Inc.  ("BCSB  Bankcorp"),  the
holding company for Baltimore County Savings Bank,  F.S.B.,  ("Baltimore  County
Savings")  and WHG  Bancshares  Corporation  ("WHG"),  the  holding  company for
Heritage Savings Bank, F.S.B. ("Heritage"),  announced jointly that they entered
into a definitive  agreement under which Baltimore  County Savings and WHG would
merge in an all-cash  transaction  valued at $14.25 per share, or  approximately
$18 million in total. The merger transaction is expected to be consummated on or
about September 2002.

         For the six months ended March 31, 2002, net earnings increased $37,000
to $277,000 or $.21 per diluted share, from $240,000, or $.20 per diluted share,
for the comparative  fiscal 2001 period. In general,  the increased net earnings
for the current  six-month period resulted from the combination of a decrease in
the provision for loan loss and a decrease in non-interest expenses.

         For the three  months  ended March 31,  2002,  net  earnings  increased
$41,000 to $174,000,  or $.13 diluted earnings per share, from $133,000, or $.11
diluted  earnings  per share,  for the  comparative  2001  period.  Our earnings
increased  primarily due to an increase in net interest income and a decrease in
non-interest expense.


                                      -11-
<PAGE>

Financial Condition

         Our  assets  at March  31,  2002  decreased  $6,701,000,  or  4.1%,  to
$157,538,000  from  $164,239,000 at September 30, 2001. Our liabilities at March
31, 2002 decreased  $6,773,000,  or 4.6%, to $140,567,000  from  $147,340,000 at
September 30, 2001. At March 31, 2002 we used  approximately  $22,250,000 of our
proceeds  from  investments  called by issuers to fund a net  increase  in loans
receivable of $9,600,000, purchase mortgage backed securities of $6,901,000, and
repay $2,750,000 of our long-term debt.

         At March 31,  2002,  our net worth  increased  by  $72,000,  or .4%, to
$16,971,000  from  $16,899,000  at September  30, 2001.  The increase  primarily
reflects the current periods net income and the reduction of stock-based benefit
plan obligations, partially offset by the $102,000 increase in accumulated other
comprehensive  loss and $223,000 of dividend  declarations.  Because of interest
rate volatility, accumulated other comprehensive (loss) income and stockholders'
equity could  materially  fluctuate for each interim period and year-end period.
See Notes 3 and 4 to the consolidated financial statements.

Results of Operations

Net Interest Income

         Net interest income  decreased  $15,000,  or .8%, to $1,893,000 for the
six months ended March 31, 2002 from  $1,908,000 for the comparable 2001 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  slightly to 1.99% from 2.00% for the six month  periods
ended March 31, 2002 and 2001.

         Net interest income increased  $41,000,  or 4.3%, to $1,003,000 for the
three months ended March 31, 2002 from $962,000 for the comparable  2001 period.
The interest rate spread, increased for the three months ended March 31, 2002 to
2.18% from 2.02% for the comparable  2001 period.  The increase in interest rate
spread is primarily the result of a decrease in rates paid on deposits partially
offset  by  a  decrease  in  the  average  yield  on  interest  earning  assets,
predominantly  loans,  federal funds sold and interest bearing deposits in other
banks.

Interest Income

         Total  interest  income for the six and three month periods ended March
31, 2002 was $5,322,000 and  $2,605,000,  compared to $5,838,000 and $2,895,000,
respectively,  for the same periods in fiscal 2001.  Total average interest rate
yields for the six months and three  month  periods  ended  March 31,  2002 were
6.76% and 6.75%,  respectively,  compared to 7.34%, for each of the same periods
in fiscal 2001. The decrease in total interest  income was primarily  related to
the  decrease in the total  average  balance of  investments  and lower  average
interest  rate  yields  earned  on total  interest  earning  assets,  offset  by
increases in the total average  balances of loans  receivable and other interest
earning assets.

                                      -12-

<PAGE>

         Interest  and fees on loans  increased  $484,000  and  $239,000 for the
current  six  months  and three  month  periods to  $4,265,000  and  $2,135,000,
respectively. The increases were the result of an increase in the average dollar
amount of loans outstanding  partially offset by a slight decline in the average
interest  rate yield.  The average  dollar amount of loans  outstanding  for the
current six months and three months periods was $113,910,000  and  $117,447,000,
respectively, as compared to $97,425,000 and $97,696,000,  respectively, for the
comparable periods in the prior year. The average yield on average loans for the
six and  three  months  ended  March 31,  2002,  decreased  to 7.49% and  7.27%,
respectively,  compared  to  7.76%  for each of the same  periods  in 2001.  The
decrease  resulted  from rate  modifications  of higher  yielding  1 to 4 family
mortgage loans to lower yielding mortgage loans,  which were partially offset by
higher yielding commercial and real estate investment loan originations.

         Interest  and  dividend  income  on  investment   securities  decreased
$857,000 and $480,000 to $429,000 and  $161,000,  respectively,  for the six and
three months ended March 31, 2002 from  $1,286,000  and $641,000,  respectively,
for the 2001  comparable  periods.  Such decreases for the current six and three
month  periods  were due to the  decreases  in average  investment  balances  at
amortized  cost of $27,209,000  and  $28,337,000,  respectively,  as a result of
investments called by issuers.

         Interest  income on mortgage  backed  securities  decreased  $43,000 to
$471,000  for the  current six month  period from  $514,000.  The  decrease  was
primarily  the result of a decrease in the average  interest rate yield of 5.79%
from 6.44% for the  comparable  2001 period.  An increase in the average  dollar
amount of mortgage  backed  securities of $3,500,000  offset by a decline in the
average  interest yield to 5.36% resulted in a slight increase in income for the
current three month period.

         Other interest  income  decreased  $100,000 and $54,000 for the current
six and three month periods to $157,000 and $51,000, respectively, from $257,000
and $105,000 for the comparable 2001 periods. As the result of short-term market
rate decreases, the yield on our other interest earning assets decreased 429 and
392 basis points to 1.93% and 2.58%, respectively,  for the six and three months
ended  March 31,  2002 from 6.22% and 6.50%,  for the same  period in 2001.  The
average   dollar  amount  of  other   interest-earning   assets,   predominantly
interest-bearing  deposits in other banks and federal funds sold,  increased for
the six and three month  periods to  $8,026,000  and  $1,483,000,  respectively.
Proceeds  from the  investment  calls were  deposited in other banks and federal
funds sold until such time they were  reinvested  in loans  originations,  other
higher  yielding  investments or reduced higher  yielding  borrowings and funded
deposit withdrawals.

Interest Expense

         Total interest expense decreased  $501,000 and $332,000 for the six and
three  month  periods  ended  March  31,  2002  to  $3,429,000  and  $1,601,000,
respectively, compared to $3,930,000 and $1,933,000,  respectively, for the same
periods in fiscal 2001. The cost of funds for total interest bearing liabilities
for the current six and three month  periods  decreased 57 and 75 basis  points,
respectively, to 4.77% and 4.57% from 5.34% and 5.32%, respectively. In general,
the decrease in interest expense for the current respective periods  principally
resulted from  decreases in the average cost of funds for deposits and decreases
in the average balances of certificates of deposits.

                                      -13-
<PAGE>

         Interest  expense  on  certificates  of  deposit  for the six and three
months   periods  ended  March  31,  2002   decreased   $293,000  and  $220,000,
respectively,  as compared to the fiscal 2001 respective periods. The rates paid
on certificates of deposit for the current six and three month periods decreased
30 and 53 basis points to 5.65% and 5.47%, respectively.  The yield decrease was
the result of older high-yielding deposits renewing at lower rates. In addition,
the average  balances of  certificates of deposits for the current six and three
month periods decreased $5,221,000 and $6,777,000, respectively.

         Interest  expense  on  demand  deposits  for the six and  three  months
periods ended March 31, 2002 decreased  $144,000 and $97,000,  respectively,  as
compared to the fiscal 2001 respective periods.  The decrease followed a 125 and
149 basis point decline in the average rate paid on demand  deposits,  partially
offset by increases in the average  balances of demand  deposits for the current
six and three month periods.

         Interest on total borrowings  decreased $63,000,  or 9.6%, and $14,000,
or 4.7%,  to $596,000 and  $286,000,  respectively,  for the six and three month
periods ended March 31, 2002 from $659,000 and $300,000,  respectively,  for the
comparable 2001 periods.  The decrease resulted from a $1,832,000 and $1,677,000
decrease in average borrowings outstanding, for the six and three month periods.

Provision for Loan Losses

         For the six months ended March 31, 2002,  we had no provision  for loan
losses compared to a $30,000  provision for comparable  prior year's period.  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.  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 Income

         Non-interest income for the six and three month periods ended March 31,
2002 was $81,000 and  $40,000,  relatively  unchanged  from the same  periods in
fiscal 2001.

                                      -14-

<PAGE>

Non-Interest Expense

         Total non-interest expenses decreased $25,000, or 1.6%, and $12,000, or
1.6%,  to  $1,519,000  and $758,000 for the six and three months ended March 31,
2002  from  $1,544,000  and  $770,000,  respectively,  for the  comparable  2001
periods.  The decline in salaries  and  related  expenses  reflect a $67,000 and
$34,000, respectively, 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.  Increases in salaries  and related  expenses  were
partially offset by annual performance incentives and an increase of $36,000 and
$17,000,  respectively,  in Employee Stock Ownership Plan compensation following
the  appreciation  of our  common  stock.  Occupancy  expense  decreased  due to
non-recurring  branch  maintenance  and repairs in fiscal 2001. 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 six and three  months  ended March 31,  2002.  Advertising
decreased  primarily  due  to an  advertising  campaign  for  18  and  25  month
certificates  of deposit and  commercial  and home equity loans during the prior
2001 period.  Data processing costs rose due to annual price  adjustments and an
increase  in  communication  charges.  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 for the six  months  and three  month
periods ended March 31, 2002 was $179,000 and $112,000, compared to $162,000 and
$93,000,  respectively,  for the same periods in fiscal 2001.  The increases for
the current  period were  primarily  the result of increases in net income.  The
effective  tax  rates for the  current  six and three  month  periods  decreased
slightly  to 39.3% and  39.2%,  respectively,  as  compared  to 40.2% and 41.0%,
respectively,  for the  comparative  periods in fiscal 2001.  The rate decreases
were due to non-deductible stock-based  compensation-related expenses recognized
in the prior fiscal year.

                                      -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

                     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

     (a)

      2.0   Agreement and Plan of Merger*******
      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)     On March 1, 2002, the company filed a Form 8-K (Items 5 and 7) to
             announce the  merger   agreement with BCSB Bankcorp, Inc.

---------------------
*         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.
*******   Incorporated by reference to the Form 8-K filed with the SEC on
          March 1, 2002.
                                      -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:    May 13, 2002                  By: /s/Peggy J. Stewart
                                           -------------------------------------
                                           Peggy J. Stewart
                                           President and Chief Executive Officer
                                           (duly authorized officer)


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


                                      -17-