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, 1998

                                       OR


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

         For the transition period from __________ to __________.

                           Commission File No. 0-27606


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


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


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


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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    YES X    NO
                                       ---     ---
 
Number of shares of Common Stock outstanding as of February 1, 1999: 1,383,780

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,  1998
           (unaudited) and September 30, 1998..............................................3

           Consolidated statements of operations (unaudited) for the three months
           Ended December 31, 1998 and December 31, 1997...................................4

           Consolidated statements of cash flows (unaudited) for the three months
           Ended December 31, 1998 and December 31, 1997.................................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>

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                   December 31,         September 30,
                                                                  -------------        --------------
                                                                       1998                 1998
                                                                       ----                 ----
                                                                    (Unaudited)

<S>                                                                <C>                  <C>         
        Assets
        ------
Cash                                                                $     11,085         $  1,179,349
Interest bearing deposits in other banks                               2,653,997            9,849,431
Federal funds sold                                                     4,922,000            3,394,000
Investments available for sale                                        17,202,136           15,191,491 
Other investments held to maturity                                    14,850,000           14,600,000
Mortgage backed securities                                            15,310,803            7,275,803
Loans receivable - net                                                77,842,488           75,357,978
Accrued interest receivable - loans                                      342,244              365,022
                            - investments                                474,270              581,865
                            - mortgage backed securities                  83,010               40,979
Premises and equipment - net                                             859,923              876,926
Federal Home Loan Bank of Atlanta stock, at cost                       1,000,000            1,000,000
Investment in and loans to affiliated corporation                      2,525,000            2,575,000
Deferred income taxes                                                    265,811              170,695
Prepaid and refundable income taxes                                      193,124              131,353
Other assets                                                             155,436              286,580
                                                                     -----------          -----------

Total assets                                                        $138,691,327         $132,876,472
                                                                     ===========          ===========

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

Liabilities
-----------
   Deposits                                                         $100,470,056         $ 95,065,922
   Checks outstanding in excess of bank balance                          196,425               11,077
   Borrowings                                                         20,937,168           20,937,168
   Advance payments by borrowers for taxes and insurance                 751,966              314,125
   Income taxes payable                                                     -                  16,780
   Other liabilities                                                     226,062              288,684
                                                                     -----------          -----------
Total liabilities                                                    122,581,677          116,633,756

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062 shares;
   issued and outstanding 1,378,780 shares at December
   31, 1998 and 1,389,002 shares at September 30, 1998                   137,878              138,900
   Additional paid-in capital                                          7,336,598            7,392,663
   Retained earnings (substantially restricted)                        9,698,933            9,651,860
   Net unrealized losses on investments available for sale              (180,593)             (25,140) 
                                                                     -----------          -----------
                                                                      16,992,816           17,158,283
Employee Stock Ownership Plan                                           (883,166)            (915,567)
                                                                     -----------          -----------
Total stockholders' equity                                            16,109,650           16,242,716
                                                                     -----------          -----------

Total liabilities and stockholders' equity                          $138,691,327         $132,876,472
                                                                     ===========          ===========
</TABLE>

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

<PAGE>

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

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                          For Three Months Ended
                                                                                December 31,
                                                                     -------------------------------
                                                                        1998                 1997
                                                                        ----                 ----
<S>                                                                 <C>                  <C>       
Interest and fees on loans                                           $1,475,263           $1,513,927
Interest and dividends on investment
 securities                                                             529,265               91,989
Interest on mortgage backed securities                                  172,751               47,151
Other interest income                                                   178,266              150,546
                                                                      ---------            ---------

Total interest income                                                 2,355,545            1,803,613

Interest on deposits                                                  1,163,392              868,132
Interest on short-term borrowings                                       292,161               61,381
                                                                      ---------            ---------

Total interest expense                                                1,455,553              929,513
                                                                      ---------            ---------
Net interest income                                                     899,992              874,100
Provision for loan losses                                                15,000               15,000
                                                                      ---------            ---------
Net interest income after provision for
 loan losses                                                            884,992              859,100

Non-Interest Income
   Fees and charges on loans                                             10,200                9,713
   Fees on transaction accounts                                          13,635               16,303
   Other commissions and fees                                            65,335               18,734
   Other income                                                           9,063                8,225
                                                                      ---------            ---------
Total non-interest income                                                98,233               52,975
Non-Interest Expenses
   Salaries and related expenses                                        464,912              430,579
   Occupancy                                                             34,983               40,396
   FDIC deposit insurance premium                                        13,214               11,798
   Depreciation of equipment                                             21,214               10,121
   Advertising                                                           14,320               27,310
   Data processing costs                                                 23,293               18,867
   Professional services                                                 51,802               39,598
   Other expenses                                                        96,901               81,596
                                                                      ---------            ---------
Total non-interest expenses                                             720,639              660,265
                                                                      ---------            ---------

Income before tax provision                                             262,586              251,810

Provision for income taxes                                              101,452               98,341
                                                                      ---------            ---------

Net income                                                           $  161,134           $  153,469
                                                                      =========             ========

Net income                                                           $  161,134           $  153,469
Other comprehensive income, net of tax:
   Unrealized losses on available for sale securities                  (155,453)                -       
                                                                      ---------            ---------
Comprehensive income                                                 $    5,681           $  153,469
                                                                      =========            =========
Basic earnings per share                                             $      .13           $      .12
                                                                      =========            =========
Diluted earnings per share                                           $      .13           $      .12
                                                                      =========            =========
</TABLE>


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


<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                   For Three Months Ended
                                                                                         December 31,
                                                                               --------------------------------
                                                                                  1998                 1997
                                                                                  ----                 ----
<S>                                                                           <C>                  <C>        
Operating Activities
--------------------
     Net income before other comprehensive income                              $   161,134          $   153,469
     Adjustments to Reconcile Net Income to Net                               
      Cash Provided by Operating Activities
      -------------------------------------                                    
         Net accretion/amortization of premiums and discounts                 
          on mortgage backed securities                                              2,371                 (206)
         Amortization of discount on investments available for sale                    (12)                - 
         Amortization of deferred loan fees                                        (56,401)             (25,592)
         Loan fees deferred                                                         39,735               35,922
         Decrease in discount on loans purchased                                    (4,771)              (4,810)
         Provision for loan losses                                                  15,000               15,000
         Non-cash compensation under stock-based                              
          benefit plans                                                             88,968               89,950
         (Increase) decrease in accrued interest receivable                         88,342              (20,214)
         Loans sold                                                                   -                 750,000
         Loans originated for sale                                                    -                (750,000)
         Provision for depreciation                                                 21,214               13,496
         Decrease in deferred income taxes                                           2,694                 -
         Increase in prepaid income taxes                                          (61,771)                -
         (Increase) decrease in other assets                                       131,144              (48,560)
         Decrease in accrued interest payable                                         (100)                (251)
         Decrease in income taxes payable                                          (16,780)             (19,159)
         Decrease in other liabilities                                             (62,622)             (23,376)
                                                                                ----------           ----------
              Net cash provided by operating activities                            348,145              165,669
                                                                              
Cash Flows from Investment Activities                                         
-------------------------------------
     Proceeds from maturing interest                                          
      bearing deposits                                                                -               1,367,000
     Purchases of interest bearing deposits                                        (95,000)          (1,369,272)
     Proceeds from maturities of investments available for sale                  3,250,000                 -
     Purchase of investments available for sale                                 (5,513,898)                -
     Purchase of other investments                                              (4,250,000)          (4,000,000)
     Proceeds from maturing other investments                                    4,000,000            2,000,000
     Purchase of mortgage backed securities                                     (8,479,853)                -
     Principal collected on mortgage backed securities                             442,481               71,332
     Net decrease in shorter term loans                                            124,521               16,116
     Longer term loans originated or acquired                                   (3,984,350)          (4,172,415)
     Principal collected on longer term loans                                    1,381,759            3,264,961
     Investment in premises and equipment                                           (4,211)             (41,051)
     Decrease on investments in and loans to                                  
      joint ventures                                                                50,000               75,000
                                                                                ----------           ----------
              Net cash used by investment activities                           (13,078,551)          (2,788,329)
                                                                          
</TABLE>


<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                         For Three Months Ended
                                                                               December 31,
                                                                    ---------------------------------        
                                                                        1998                  1997
                                                                        ----                  ----
<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                              $ 1,146,596          $   100,392
     Net increase in certificates of deposit                           4,695,479            2,629,435
     Increase in checks outstanding in excess of
      bank balances                                                      185,348                 -
     Stock repurchase                                                   (113,654)             (53,754)
     Dividends on stock                                                 (114,061)            (102,563)
                                                                     -----------          -----------
              Net cash provided by financing activities                5,799,708            2,573,510
                                                                     -----------          -----------

Decrease in cash and cash equivalents                                 (6,930,698)             (49,150)
Cash and cash equivalents at beginning of period                      14,422,780            7,946,628
                                                                     -----------          -----------

Cash and cash equivalents at end of period                           $ 7,492,082          $ 7,897,478
                                                                      ==========           ==========

The following is a Summary of Cash and Cash Equivalents:
     Cash                                                            $    11,085          $ 1,057,768
     Interest bearing deposits in other banks                          2,653,997            4,144,648
     Federal funds sold                                                4,922,000            3,135,013
                                                                     -----------          -----------
     Balance of cash items reflected on
      Statement of Financial condition                                 7,587,082            8,337,429

         Less - certificates of deposit with
                original maturities of more than
                three months that are included in
                interest bearing deposits in other banks                  95,000              439,951
                                                                     -----------          -----------
Cash and cash equivalents reflected on the
 Statement of Cash Flows                                             $ 7,492,082          $ 7,897,478
                                                                      ==========           ==========
Supplemental Disclosure of Cash Flow Information:
     Cash paid during the period for:

         Interest                                                    $ 1,452,933          $   929,262
                                                                      ==========           ==========

         Taxes                                                       $   181,800          $   117,500
                                                                      ==========           ==========

</TABLE>


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

<PAGE>


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

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

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

                  The  accompanying  unaudited  financial  statements  have been
         prepared in accordance with generally  accepted  accounting  principles
         for  interim   financial   information   and  in  accordance  with  the
         instructions  to Form 10-QSB.  Accordingly,  they do not include all of
         the disclosures  required by generally accepted  accounting  principles
         for complete financial  statements.  In the opinion of management,  all
         adjustments  necessary  for a  fair  presentation  of  the  results  of
         operations  for the  interim  periods  presented  have been made.  Such
         adjustments  were  of  a  normal  recurring  nature.   The  results  of
         operations  for the  three  months  ended  December  31,  1998  are not
         necessarily  indicative  of the results  that may be  expected  for the
         fiscal  year  September  30,  1999 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, 1998.

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
         maturities of 90 days or less.

Note 3 - 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 quarters  ended  December 31, as follows: 

                                                             1998        1997
                                                             ----        ----

          Net income before other comprehensive income    $  161,134  $  153,469
                                                           =========   =========
          Weighted Average Shares              
             Outstanding basic EPS                         1,246,050   1,229,543
          Dilutive Items
             Stock options                                      -         28,719
             Unvested stock awards                            42,658       6,984
                                                           ---------   ---------
          Adjusted weighted average shares
           used for dilutive EPS                           1,288,708   1,265,246
                                                           =========   =========

<PAGE>

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

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


Note 4 - Reclassification and Correction of Press Release
         ------------------------------------------------

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

                  On February 5, 1999,  the  Company  issued a Press  Release to
         announce  its  quarterly  earnings.  Subsequent  to the issuance of the
         press release, due to a mathematical error, earnings, basic and diluted
         earnings per share decreased  $16,000,  $.01,  and  $.01, respectively.
         Additionally, total assets and stockholders' equity decreased  $16,000,
         and $16,000, respectively.  Such amounts were corrected as set forth in
         this quarterly report.

Note 5 - Adoption of New Accounting Pronouncements
         -----------------------------------------

                  During the  three-month  period ended  December 31, 1998,  the
         Company   adopted  the   provisions   of  SFAS  No.   130,   "Reporting
         Comprehensive   Income."  The  Statement  requires  that  comprehensive
         income,  made  up of all  revenues,  expenses,  gains  and  losses,  be
         displayed  in  the  Company's   financial   statements  with  the  same
         prominence as its other financial statements. The Company reported as a
         loss of $155,453  of other  comprehensive  income for the three  months
         ended   December  31,  1998.   The  Company  did  not  have  any  other
         comprehensive  income for the three months ended December 31, 1997. The
         Company  has  reported   comprehensive   income  on  the   consolidated
         statements of operations.


<PAGE>

Item 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION ANDF RESULTS OF OPERATIONS


Financial Condition

         Total assets of the Company were  $138,691,000 as of December 31, 1998,
compared to $132,876,000 at September 30, 1998, an increase of $5,815,000.  This
increase was primarily attributable to an increase in mortgage backed securities
of $8,035,000,  an increase in loans  receivable of  $2,485,000,  an increase in
investments  available for sale of $2,011,000,  and an increase in federal funds
sold of $1,528,000. This was partially off-set by a decrease in interest-bearing
deposits in other banks of $7,195,000 and a decrease in cash of $1,168,000.  The
net increase in the Company's  assets was  primarily the result of  management's
continued strategy to maximize the high level of equity, diversify the Company's
balance sheet and increase profitability.

         Total  liabilities of the Company were  $122,582,000 as of December 31,
1998,  compared  to  $116,634,000  as of  September  30,  1998,  an  increase of
$5,948,000.  The  increase  was  due  to  an  increase  in  deposits,  primarily
certificates of deposit,  of $5,404,000,  and an increase of advance payments by
borrowers  for  taxes  and  insurance  of  $438,000.  The  Company's  successful
advertising  campaign in 1998 of certificate of deposit products  contributed to
the continued growth in certificates of deposit.

         Stockholders'  equity decreased  $133,000 to $16,110,000 as of December
31, 1998 from  $16,243,000  as of September 30, 1998. The decrease was due to an
increase of $155,000 in unrealized losses of investment  securities,  a dividend
of $114,000  and the  repurchase  of $114,000 of the  Company's  own stock.  The
decrease was primarily off-set by the period's net income of $161,000 and shares
earned under stock-based benefit and bonus plans totaling $89,000.

Results of Operations

General

         Net income for the three months ended  December 31, 1998 was  $161,000,
as compared to $153,000 for the same period in 1997.  The increase in net income
was primarily the result of an increase in net interest  income of $26,000,  and
an increase in non-interest income of $45,000,  partially off-set by an increase
in non-interest expenses of $61,000 and provision for income taxes of $3,000.

Interest Income

         Total interest  income for the three months ended December 31, 1998 was
$2,356,000  compared to  $1,804,000  for the same period in 1997, an increase of
$552,000. Interest on loans decreased by $39,000. This decrease was attributable
to a $3,435,000 decrease in the average balance of loans outstanding,  which was
partially  off-set by an increase in the average yield on the loan  portfolio to
7.71% for the three  months ended  December 31, 1998,  compared to 7.57% for the
same period in 1997.


<PAGE>

Results of Operations - Continued

Interest Income - Continued

         Interest  and dividend  income on  investment  securities  increased by
$437,000 to $529,000 for the three  months ended  December 31, 1998 from $92,000
for December  31, 1997.  The increase was a result of an increase in the average
dollar amount of investments outstanding of $26,773,000, off-set slightly by the
decline in the average rate to 6.58% for  December  31, 1998,  compared to 6.79%
for December 31, 1997.

         Interest income on mortgage backed securities  increased by $126,000 to
$173,000 for the three months ended  December 31, 1998 from $47,000 for December
31, 1997.  The increase was primarily  due to an increase in the average  dollar
amount of  mortgage  backed  securities  outstanding  of  $9,547,000,  which was
partially  off-set by a decline in the weighted average rate to 5.60% from 6.77%
at December 31, 1998 and 1997, respectively.

         Other  interest  income  increased by $28,000 to $178,000 for the three
months ended December 31, 1998 from $150,000 for December 31, 1997. The increase
was   primarily   due  to  the  increase  in  the  average   dollar   amount  of
interest-earning  assets  outstanding  of  $1,032,000  and  an  increase  in the
weighted  average rate of 6.73% for  December  31,  1998,  compared to 6.29% for
December 31, 1997.

Interest Expense

         Total interest expense  increased  $526,000 to $1,456,000 for the three
months  ended  December  31,  1998,  compared to $930,000 for December 31, 1997.
Interest on deposits  increased by $295,000 for the three months ended  December
31, 1998,  compared to December 31, 1997. The increase resulted from an increase
in the average  dollar  amount of time  deposits of  $21,430,000  following  the
Bank's  aggressive  advertising  campaign for certificates of deposit  conducted
throughout  fiscal 1998 and a $16,198,000  increase in the average dollar amount
of  borrowings,  principally  FHLB  advances,  coupled  with an  increase in the
weighted  average  rate to 5.60% for  December  31, 1998 from 5.26% for the same
period in 1997.

Provision for Loan Losses

         The provision for loan losses was $15,000 for December 31, 1998 and for
December 31, 1997.  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. At December
31, 1998,  management believes the allowance for loan losses is sufficient since
the  loans  are  adequately  secured.  The  assessment  of the  adequacy  of the
allowance for loan losses involves  subjective  judgment regarding future events
and there can be no assurance  that  additional  provisions for loan losses will
not be required in future periods.

<PAGE>

Results of Operations - Continued

Other Non-Interest Income

         Other  income for the three months  ended  December 31, 1998  increased
$45,000 to $98,000 from  $53,000 for the same period 1997.  The increase was the
result  of  the  Bank's  subsidiary   Mapleleaf  Mortgage   Corporation  ("MMC")
increasing its mortgage brokerage operation activities with third parties.

Non-Interest Expenses

         Total non-interest  expense increased $61,000 to $721,000 for the three
months ended December 31, 1998 from $660,000 for December 31, 1997. The increase
was  primarily  the  result of  increases  in  salaries  and  related  expenses,
depreciation,  professional services,  and other expenses.  Those increases were
partially  off-set by a decrease in advertising  expenses.  Salaries and related
expenses  increased as a result of increased  revenue-based  compensation to MMC
employees. Depreciation of equipment increased $11,000 to $21,000, as the result
of the purchase of additional  equipment  during the latter part of fiscal 1998.
Professional  services  increased  $12,000 as the result of an increase in these
services in part related to the 1998 special cash  distribution  to shareholders
and an increase in OTS  assessments.  The decrease in advertising of $13,000 was
due to an aggressive  advertising campaign for certificates of deposit sponsored
in fiscal 1998.

Year 2000

         During fiscal 1998,  the Company  adopted a Year 2000  Compliance  Plan
(the "Plan") and established a Year 2000 Compliance Committee (the "Committee").
The  objectives of the Plan and the Committee are to prepare the Company for the
new millennium. As recommended by the Federal Financial Institutions Examination
Council,  the Plan  encompasses  the following  phases:  Awareness,  Assessment,
Renovation, Validation and Implementation.  These phases will enable the Company
to identify risks, develop an action plan, perform adequate testing and complete
certification that its processing systems will be Year 2000 ready.  Execution of
the  Plan is  currently  on  target.  The  Company  is  currently  in  Phase  4,
Validation,  which includes  testing and  verifications  of corrective  actions.
Concurrently,  the Company is also  addressing some issues related to subsequent
phases.  Prioritization  of the most critical  applications  has been addressed,
along with contract and service  agreements.  The primary operating software for
the Company is obtained and maintained by an external  provider of software (the
"External  Provider").  The Company has  maintained  ongoing  contact  with this
vendor so that  modification  of the software  for Year 2000  readiness is a top
priority and the testing Phase was completed in August of 1998.  The Company has
contacted all other  material  vendors and suppliers  regarding  their Year 2000
state of readiness.  Each of these third parties has delivered written assurance
to the  Company  that they  expect to be Year 2000  compliant  prior to the Year
2000.  The Company is in the process of  contacting  all material  customers and
non-information  technology  suppliers (i.e. utility systems,  telephone systems
and security systems) readiness. The next Phase, the Implementation Phase, is to
certify that  systems are Year 2000 ready,  along with  assurances  that any new
systems are compliant on a  going-forward  basis.  The  Implementation  Phase is
targeted for completion by September 30, 1999.

<PAGE>

Results of Operations - Continued

Year 2000 - Continued

         Costs will be incurred due to the replacement of  non-compliant  teller
hardware and software.  The Company does not anticipate that the related overall
costs will be material in any single year. In total, the Company  estimates this
its cost for compliance will amount to approximately $186,000, employee time not
included.  No assurance can be given that the Year 2000  Compliance Plan will be
completed  successfully by the Year 2000, in which event the Company could incur
significant  costs. If the External  Provider is unable to resolve the potential
problem in time, the Company would likely experience significant data processing
delays,  mistakes or failures.  These delays,  mistakes or failures could have a
significant adverse impact on the financial statements of the Company.

Contingency Plan

         The Bank is  currently  developing  a  contingency  plan  (the  "Plan")
specific  to the Year 2000.  The Plan will  address  the  actions  that would be
undertaken if critical  business  functions  cannot be carried out in the normal
manner  upon  entering  the next  century  due to  computer  system or  supplier
failure.  If such events occur,  the Bank will input a manual  posting plan that
will entail  manual  postings  of  transactions  to the general  ledger and hand
calculations of interest for both savings  accounts and mortgages as well as the
calculations  of  dividends.  The Bank has a number of  employees  who have been
employed  by the Bank for at least 25 years who have  experience  in the  manual
postings to the general ledger as well as the hand  calculations of interest and
dividends.  The Bank is currently  devising a training program for all essential
personnel. Additionally, the Bank will have management personnel on site at each
office on the first  business  day of the Year 2000 to answer any  concerns  the
customer may have and offer any assistance to the Bank's employees.

        Successful  and timely  completion  of the Year 2000 project is based on
management's best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including  the  progress  and  results of the
Company's  External  Provider,  testing  plans,  and all vendors,  suppliers and
customer readiness.


<PAGE>

                           PART II. OTHER INFORMATION

Item 1.            Legal Proceedings

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

Item 2.            Changes in Securities

                   None.

Item 3.            Defaults Upon Senior Securities

                   Not applicable.

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

                   None.

Item 5.            Other Information

                   Not applicable.

Item 6.            Exhibits and Reports on Form 8-K

                   (a)   Exhibit 27 - Financial Data Schedule (electronic filing
                         only)
                   (b)   None.


<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 16, 1999            By: /s/Peggy J. Stewart
                                       -----------------------------------------
                                       Peggy J. Stewart
                                       President and Chief Executive Officer
                                       (duly authorized officer)


Date: February 16, 1999            By: /s/Robin L. Taylor
                                       -----------------------------------------
                                       Robin L. Taylor
                                       Controller (chief accounting officer)