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, 1996
                               -----------------

                                          OR

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

For the transition period from __________ to __________.

                           Commission File No. 0-27606


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


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


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


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

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

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

Number of shares of Common Stock outstanding as of February 10, 1997:  1,620,062

Transitional Small Business Disclosure Format (check one)

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



<PAGE>



                       WHG BANCSHARES CORPORATION AND SUBSIDIARY

                                       Contents
                                       --------
<TABLE>
<CAPTION>


<S>                                                                              <C>                              
PART I - FINANCIAL INFORMATION                                                   Pages
                                                                                 -----

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

       Consolidated statements of financial condition at December 31, 1996
       (unaudited) and September 30, 1996............................................3

       Consolidated statements of operations (unaudited) for the three months
       Ended December 31, 1996 and December 31, 1995.................................4

       Consolidated statements of cash flows (unaudited) for the three months
       Ended December 31, 1996 and December 31, 1995...............................5-6

       Notes to financial statements...............................................7-8

    Item 2.  Management's Discussion and Analysis or Plan of Operation............9-17


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings......................................................18

    Item 2.  Changes in Securities..................................................18

    Item 3.  Defaults upon Senior Securities........................................18

    Item 4.  Submission of Matters to a Vote of Security-Holders....................18

    Item 5.  Other Information......................................................18

    Item 6.  Exhibits and Reports on Form 8-K.......................................18

Signatures..........................................................................19

</TABLE>

                                         -2-

<PAGE>



                            PART I.  FINANCIAL INFORMATION

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

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

<TABLE>
<CAPTION>
                                                         December 31,   September 30,
                                                             1996           1996
                                                             ----           ----
                                                         (Unaudited)
        Assets
        ------
<S>                                                      <C>            <C>        
Cash                                                     $ 1,347,677    $ 1,583,482
Interest bearing deposits in other banks                   3,668,725      4,076,776
Federal funds sold                                         1,021,210      2,427,851
Securities purchased under agreements to resell                    -      2,000,000
Other investments - (fair value $3,432,568 and
 $2,385,000, respectively)                                 3,500,000      2,500,000
Mortgage backed securities - (fair value $2,907,683
 and $2,884,212, respectively)                             2,985,402      3,021,998
Loans receivable - net                                    78,412,682     75,736,786
Accrued interest receivable - loans                          347,854        373,792
                            - investments                     65,954         62,755
                            - mortgage backed
                               securities                     16,815         17,030
Premises and equipment - net                                 717,593        734,443
Federal Home Loan Bank of Atlanta stock, at cost             682,800        682,800
Investment in and loans to affiliated corporation          2,775,000      2,825,000
Prepaid income taxes                                          59,556          5,198
Deferred income taxes                                         73,716        273,589
Other assets                                                 186,544        206,614
                                                          ----------     ----------

Total assets                                             $95,861,528    $96,528,114
                                                          ==========     ==========

     Liabilities and Stockholders' Equity
     ------------------------------------
Liabilities
-----------
   Deposits                                              $71,305,018    $72,100,572
   Federal Home Loan Bank advance                          1,000,000              -
   Advance payments by borrowers for taxes
    and insurance                                            895,823        322,610
   Income taxes payable                                       31,668        237,456
   Other liabilities                                         110,885        621,419
                                                          ----------     ----------
Total liabilities                                         73,343,394     73,282,057

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062
    shares; issued and outstanding 1,620,062 shares          162,006        162,006
   Additional paid-in capital                             14,569,425     15,403,857
   Retained earnings (substantially restricted)            8,991,804      8,911,434
                                                          ----------     ----------
                                                          23,723,235     24,477,297
   Employee Stock Ownership Plan                          (1,205,101)    (1,231,240)
                                                          ----------     ----------
Total stockholders' equity                                22,518,134     23,246,057
                                                          ----------     ----------

Total liabilities and stockholders' equity               $95,861,528    $96,528,114
                                                          ==========     ==========
</TABLE>

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

                                         -3-

<PAGE>




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

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




                                               For Three Months Ended
                                                     December 31,
                                             ---------------------------
                                                1996             1995
                                             ----------      -----------
Interest and fees on loans                   $1,448,451      $1,441,647
Interest and dividends on investment
 securities                                      61,776          26,248
Interest on mortgage backed securities           50,893          10,048
Other interest income                           143,709          94,087
                                              ---------       ---------

Total interest income                         1,704,829       1,572,030

Interest on deposits                            801,641         872,844
Interest on short-term borrowings                 4,484           3,744
                                              ---------       ---------

Total interest expense                          806,125         876,588
                                              ---------       ---------
Net interest income                             898,704         695,442
Provision for loan losses                        15,644          11,786
                                              ---------       ---------
Net interest income after provision for
 loan losses                                    883,060         683,656

Non-Interest Income
-------------------
   Fees and charges on loans                      7,703           6,652
   Fees on transaction accounts                  13,332          11,478
   Other income                                  12,089          22,653
                                              ---------       ---------
Total non-interest income                        33,124          40,783
Non-Interest Expenses
---------------------
   Salaries and related expenses                420,696         306,221
   Occupancy                                     44,167          34,045
   SAIF deposit insurance premium                33,230          44,758
   Depreciation of equipment                     12,273          19,626
   Advertising                                    5,336          15,429
   Data processing costs                         18,096          18,631
   Professional services                         45,919           6,910
   Other expenses                                77,131          68,995
                                              ---------       ---------
Total non-interest expenses                     656,848         514,615
                                              ---------       ---------

Income before tax provision                     259,336         209,824

Provision for income taxes                      104,227          84,386
                                              ---------       ---------

Net income                                   $  155,109      $  125,438
                                              =========       =========

Net income per share                         $      .10      $        -
                                              =========       =========



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

                                         -4-

<PAGE>






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

                   CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   -------------------------------------------------
<TABLE>
<CAPTION>
                                                             For Three Months Ended
                                                                  December 31,
                                                         -----------------------------
                                                              1996            1995
                                                              ----            ----
Operating Activities
--------------------
<S>                                                      <C>             <C>        
   Net income                                            $   155,109     $   125,438
   Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities
    -------------------------------------
      Amortization of discount on mortgage backed
       securities                                               (206)              -
      Amortization of deferred loan fees                     (44,970)        (39,081)
      Loan fees deferred                                      60,121           6,925
      Decrease in discount on loans purchased                 (5,016)         (7,152)
      Other amortization                                           -         (13,698)
      Provision for loan losses                               15,644          11,786
      Non-cash compensation under stock-based
       benefit plans                                          80,896               -
      Decrease in accrued interest receivable                 22,954           4,236
      Provision for depreciation                              16,850          20,260
      Decrease in deferred income taxes                      199,873               -
      Increase in prepaid income taxes                       (54,358)              -
      (Increase) decrease in other assets                     20,070         (90,842)
      Decrease in accrued interest payable                      (904)           (220)
      Decrease in income taxes payable                      (205,788)           (615)
      Decrease in other liabilities                         (510,532)        (81,669)
                                                          ----------      ----------
         Net cash used by operating activities              (250,257)        (64,632)


Cash Flows from Investment Activities
-------------------------------------
   Proceeds from maturing interest
    bearing deposits                                         783,000       1,076,000
   Purchases of interest bearing deposits                   (685,000)       (978,000)
   Decrease in securities purchased under agreement
    to resell                                              2,000,000               -
   Purchase of other investments                          (1,000,000)              -
   Principal collected on mortgage backed securities          36,802          21,019
   Net (increase) decrease in shorter term loans            (173,600)        167,336
   Longer term loans originated or acquired               (2,956,342)     (3,660,641)
   Principal collected on longer term loans                  428,267       2,040,521
   Decrease on investments in and loans to
    joint ventures                                            50,000               -
                                                          ----------      ----------
         Net cash used by investment activities           (1,516,873)     (1,333,765)


</TABLE>



                                           -5-

<PAGE>



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

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

                                                             For Three Months Ended
                                                                  December 31,
                                                         -----------------------------
                                                              1996           1995
                                                              ----           ----

Cash Flows from Financing Activities
------------------------------------
   Net increase in demand deposits, money
    market, passbook accounts and advances by
<S>                                                      <C>             <C>        
    borrowers for taxes and insurance                    $   491,395     $   709,503
   Net decrease in certificates of deposit                  (712,832)     (2,158,447)
   Net increase in short-term borrowings                   1,000,000       1,000,000
   Management Stock Bonus Plan                              (882,927)              -
   Dividends on stock                                        (81,003)              -
                                                          ----------      ----------
         Net cash used by financing activities              (185,367)       (448,944)
                                                          ----------      ----------

Decrease in cash and cash equivalents                     (1,952,497)     (1,847,341)
Cash and cash equivalents at beginning of period           7,305,109       7,880,281
                                                          ----------      ----------

Cash and cash equivalents at end of period               $ 5,352,612     $ 6,032,940
                                                          ==========      ==========

The following is a Summary of Cash and Cash Equivalents:
-------------------------------------------------------

   Cash                                                  $ 1,347,677     $ 1,349,595
   Interest bearing deposits in other banks                3,668,725       4,563,076
   Federal funds sold                                      1,021,210       1,098,269
                                                          ----------      ----------
   Balance of cash items reflected on
    Statement of Financial condition                       6,037,612       7,010,940

      Less -  certificates  of deposit with original  
               maturities of more than three months
               that are included in interest bearing 
               deposits in other banks                       685,000         978,000
                                                          ----------      ----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                 $ 5,352,612     $ 6,032,940
                                                          ==========      ==========

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

      Interest                                           $   807,029     $   876,808
                                                          ==========      ==========

      Taxes                                              $    72,500     $    85,000
                                                          ==========      ==========

</TABLE>


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

                                           -6-

<PAGE>




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

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

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

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

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

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


Note 3 - Basis of Presentation
         ---------------------

    The  accompanying  unaudited  financial  statements  have been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information and in accordance with the  instructions to Form 10-Q.  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 interim
periods are not  necessarily  indicative of the results that may be expected for
the entire fiscal year.

Note 4 - Cash Flow Presentation
         ----------------------

    For  purposes of the  statements  of cash flows,  cash and cash  equivalents
include  cash and  amounts  due from  depository  institutions,  investments  in
federal funds, and certificates of deposit with maturities of 90 days or less.

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

    Earnings per share of common  stock for the three months ended  December 31,
1996 is computed by dividing net income by  1,499,098  by the  weighted  average
number of shares of common stock  outstanding for the three months.  Included in
this amount are only the shares that have been  allocated to the Employee  Stock
Ownership Plan.

    Earnings per share  amounts for the three month  period  ended  December 31,
1995 have not been presented because the Bank had not converted to stock form as
of December 31, 1995.






                                     -7-

<PAGE>




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

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


Note 6 - Recent Accounting Pronouncements
         --------------------------------

    FASB Statement on Accounting for Transfers and Servicing of Financial Assets
and  Extinguishments  of  Liabilities - In June 1996,  the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  125,  which will  become  effective  on a  prospective  basis for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after  December 31,  1996.  This  Statement  will require the Bank to
record at fair  value  assets  and  liabilities  resulting  from a  transfer  of
financial  assets.  The impact of adopting this  Statement is not expected to be
material to the Bank's financial statements.












                                     -8-

<PAGE>






Item 2

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

Financial Condition

      Total  assets of the Company  were  $95,862,000  as of December  31, 1996,
compared to  $96,528,000  as of  September  30,  1996, a decrease of $666,000 or
 .69%.  The  decrease  was  primarily  attributable  to a decrease in  securities
purchased  under  agreement  to resell of  $2,000,000  or 100% and a decrease in
cash,  interest-bearing  deposits  in other  banks  and  federal  funds  sold of
$2,050,000  or  25.35%.  This  exceeded  an  increase  in  loans  receivable  of
$2,676,000 or 3.53% and an increase in other investments of $1,000,000 or 40%.

      Total liabilities of the Company were $73,343,000 as of December 31, 1996,
compared to  $73,282,000  as of September  30,  1996,  an increase of $61,000 or
 .08%.  The  increase  was due to an increase in Federal Home Loan Bank ("FHLB of
Atlanta") advances of $1,000,000 and advance payments by borrowers for taxes and
insurance  ("advance  payment")  of $573,000  or  177.68%.  This was offset by a
decrease in  deposits of $796,000 or 1.10%,  a decrease of $511,000 or 82.28% in
other  liabilities and a decrease in income taxes payable of $206,000 or 86.66%.
The increase in advance  payments by borrowers was due to the cyclical nature of
this account as borrowers  increased the accounts monthly and  disbursements are
made primarily in July through September.

      Stockholders'  equity was $22,518,134 as of December 31, 1996, compared to
$23,246,057  as of September  30 1996, a decrease of $727,923.  The decrease was
primarily the result of a decrease in additional  paid-in capital as a result of
the Bank  funding  the  acquisition  of 64,802  shares  of  common  stock in the
approximate  amount of $845,000 for the trust of the Management Stock Bonus Plan
("MSBP"). The decrease was also affected by the payment of dividends,  partially
off-set by net income for the period.

                                         -9-

<PAGE>





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Results of Operations

General

     Net income for the three months ended  December 31, 1996 was  $155,000,  as
compared  to  $125,000  for the same  period in 1995,  an increase of $30,000 or
24.00%.  The increase in net income was  primarily  the result of an increase in
net interest income partially off-set by a decrease in non-interest  income, and
an increase in non-interest expense.

     Net  interest  income for the three  months  ended  December  31,  1996 was
$899,000 as compared  to  $695,000  for the same period in 1995,  an increase of
$204,000  or 29.35%.  The  increase  was  primarily  due to an increase in total
interest income and a decrease in total interest expense.  

Interest Income 

     Total  interest  income for the three  months  ended  December 31, 1996 was
$1,705,000,  compared to $1,572,000  for the same period in 1995, an increase of
$133,000 or 8.46%.  Interest on loans increased slightly by $7,000 or .49%. This
increase was  attributable  to a $6,926,000  increase in the average  balance of
loans  outstanding  partially  offset by a decrease in the average  yield on the
loan portfolio to 7.45% for the three months ended  December 31, 1996,  compared
to 8.14% for the same  period in 1995.  Interest  and  dividends  on  investment
securities  increased by $36,000 or 135.43% for the three months ended  December
31,  1996,  compared to  December  31,  1995.  The  increase  was a result of an
increase in the average dollar amount of investments  outstanding of $2,329,000,
offset by the decline in the  weighted  average  rate to 7.03% for  December 31,
1996,  compared to 8.85% for  December  31,  1995.  Interest  income on mortgage
backed  securities  increased  by $41,000 or 406.50% for the three  months ended
December 31, 1996, compared to December 31, 1995. The increase was primarily due
to an increase in the average dollar amount outstanding of


                                         -10-

<PAGE>






                        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Interest Income - continued

$2,471,000,  offset in part by a decrease in the average  yield to 6.79% for the
three months ended  December 31, 1996,  compared to 7.61% for the same period in
1995. The decline in the average yield is the result of purchasing  $2.6 million
in mortgage backed securities at a lower yielding rate, than those previously on
the books.  Other interest  income  increased by $50,000 or 53.19% for the three
months  ended  December  31,  1996,  compared  to the same  period in 1995.  The
increase was primarily due to the increase in the average dollar amount of other
interest-earning  assets  outstanding of $355,000,  combined with an increase in
the weighted average rate of 6.51% for December 31, 1996,  compared to 4.36% for
December 31, 1995.

     The weighted  average  yield on  interest-earning  assets was 7.33% for the
three months ended  December 31, 1996,  compared to 7.75% for the same period in
1995.

Interest Expense

      Total  interest  expense for the three months ended  December 31, 1996 was
$806,000,  compared  to  $877,000  for the same  period in 1995,  a decrease  of
$71,000 or 8.10%.  Interest  on deposits  decreased  by $71,000 or 8.13% for the
three months  ended  December  31,  1996,  compared to December  31,  1995.  The
decrease  resulted  from a decrease in the average  dollar amount of deposits of
$2,527,000  as depositors  withdrew  funds to purchase  stock during  Heritage's
stock  conversion,  and a  withdrawal  of  maturing  certificates  of deposit by
depositors for investment in higher  yielding mutual funds and a decrease in the
weighted average rate paid. Other interest expense did not change  significantly
for the three month period.

      The weighted average rate paid on  interest-bearing  liabilities was 4.49%
for the three months ended  December 31, 1996, as compared to 4.72% for December
31, 1995.



                                         -11-

<PAGE>






                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Provision for Loan Losses

      The provision for loan losses for December 31, 1996 was $16,000,  compared
to $12,000 for 1995,  an increase of $4,000 or 33.33%.  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, 1996,  the allowance  represented  .26% of loans
receivable,  as compared to .21% at December 31, 1995.  The  allowance  for loan
losses  decreased as a percentage of  nonperforming  loans to 53.28% at December
31, 1996 from 77.26% at December 31, 1995.

 Other Non-Interest Income

      Other  income for the three  months  ended  December 31, 1996 was $33,000,
compared to $41,000  for the same  period in 1995,  with a decrease of $8,000 or
19.51%. The decrease was due to a decrease in miscellaneous income of $11,000 or
47.38% as a result of an insurance recovery for storm damage in the period ended
December  31,  1995.  This was offset by an increase of $3,000 or 16.67% in fees
and charges on loans and fees on transaction accounts.

 Non-Interest Expense

      Total  non-interest  expense for the three months ended  December 31, 1996
was  $657,000,  compared to $515,000  for December  31,  1995,  representing  an
increase of $142,000 or 27.57%.  The increase for the three month period was the
result of increases in salaries and related expenses, occupancy and professional
services.




                                         -12-

<PAGE>






                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Non-Interest Expense - Continued

Those  increases  were partially  offset by decreases in SAIF deposit  insurance
premiums,  depreciation of equipment and  advertising.  The rate of SAIF deposit
insurance  premiums is expected to decline by approximately 70% from the rate in
effect prior to September 30, 1996.  Salaries and related expense increased as a
result of the adoption of the Employee  Stock  Ownership  Plan  ("ESOP") and the
implementation  of the Management Stock Bonus Plan ("MSBP").  These expenses are
expected to continue to increase in future  periods as a result of  increases in
those  benefits and revisions to the Savings Bank's pension plan required by the
Retirement Protection Act. Professional services increased primarily as a direct
result of the stock  conversion,  which  resulted in additional  services  being
required for filings with the Securities  and Exchange  Commission and also with
the implementation of the ESOP and MSBP.

Income Taxes

     The  Company's  income tax expense for the three months ended  December 31,
1996 was $104,000,  compared to $84,000 for the three months ended  December 31,
1995, an increase of $20,000 or 23.81%. The increase was primarily the result of
an increase in pretax income.

Liquidity and Capital Resources

      The Company is required by OTS regulations to maintain,  for each calendar
month, a daily average  balance of cash and eligible  liquid  investments of not
less than 5% of the average  daily balance of its net  withdrawable  savings and
borrowings (due in one year or less) during the preceding  calendar month.  This
liquidity  requirement may be changed from time to time by the OTS to any amount
within the range of 4% to 10%. The Savings Bank's  liquidity  ratio was 7.03% at
December 31, 1996 and 10.5% at September 30, 1996.

                                         -13-

<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

      The Bank's sources of liquidity have historically  included  principal and
interest payments on loans and securities,  maturities of investment securities,
deposit  inflows,  collateralized  borrowings  from  the  FHLB  of  Atlanta  and
operations.  The Bank invests excess funds in overnight deposits, which not only
serve as  liquidity,  but also earn interest as income until funds are needed to
meet required loan funding.

      Liquidity  may be  adversely  affected  by  unexpected  deposit  outflows,
excessive interest rates paid by competitors,  adverse publicity relating to the
savings and loan industry and similar matters.  For the three month period ended
December  31,  1996,  management  used a portion of cash flows from Federal Home
Loan Bank advances,  securities  purchased under agreement to resell and cash to
fund loan  originations and deposit outflows.  Management  believes it has ample
cash flows and liquidity to meet its loan  commitments in the amount of $754,500
as of December 31, 1996. The Bank has the ability to reduce its  commitments for
new loan originations and to adjust other cash outflows.

      Under  the  regulatory  capital  requirements  of  the  Office  of  Thrift
Supervision  ("OTS"),  savings  banks are required to maintain  minimal  capital
requirements  by  satisfying  three  capital   standards:   a  tangible  capital
requirement,  a leverage ratio requirement and a risk-based capital requirement.
Under the tangible capital requirement,  the Bank's tangible capital (the amount
of stock and retained  earnings  computed under  generally  accepted  accounting
principles)  must be equal to 1.5% of adjusted total assets.  Under the leverage
ratio  requirement,  the Bank's core  capital  must be equal to 3.0% of adjusted
total assets. In addition,  under the risk-based capital  requirement,  the Bank
must maintain core and supplemental  capital (core capital plus any general loss
reserves)   equal   to  8%  of   risk-weighted   assets   (total   assets   plus
off-balance-sheet items multiplied by the appropriate risk weights).


                                         -14-

<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

      The Federal Deposit Insurance Corporation Improvement Act (FDICIA) of 1991
was signed into law on December  19,  1991,  and  regulations  implementing  the
prompt  corrective  action provisions became effective on December 12, 1992. The
prompt corrective action regulations define specific capital categories based on
an institution's capital ratios. The capital categories, in declining order, are
"well capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically  undercapitalized".  Institutions categorized
as "undercapitalized"  or lower are subject to certain  restrictions,  including
the  requirement  to file a capital  plan with its  primary  federal  regulator,
prohibitions  on the payment of dividends and management  fees,  restrictions on
executive  compensation,  and  increased  supervisory  monitoring,  among  other
things. To be considered "well  capitalized," an institution must generally have
a leverage capital ratio of at least 5%, a tier one risk-based  capital ratio of
at least 6% and a total  risk-based  capital  ratio of at least 10%. At December
31, 1996, the Bank met the criteria required to be considered "well capitalized"
under this regulation.

      The following  table  presents the Bank's  capital  position  based on the
December 31, 1996 financial statements.

<TABLE>
<CAPTION>

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                           For Capital            Prompt Corrective
                                  Actual                Adequacy Purposes         Action Provisions
                          ----------------------      --------------------      ---------------------
                             Amount          %          Amount         %          Amount          %
                             ------         ---         ------        ---         ------         ---
<S>                       <C>              <C>        <C>             <C>       <C>             <C> 
Tangible (A)              $14,620,104      15.3%      $1,429,389      1.5%      $4,764,630       5.0%
Core (B)                   14,620,104      15.3%       2,858,778      3.0%       2,978,580       6.0%
Risk-weighted (C)          14,825,104      29.9%       3,971,440      8.0%       4,964,300      10.0%

</TABLE>

(A)  Percentage of capital to assets at December 31, 1996.
(B)  Percentage of capital to assets at December 31, 1996 for actual
      and capital adequacy  purposes and percentage of capital to risk- weighted
      assets to be well capitalized under prompt corrective action provisions.
(C) Percentage of capital to risk-weighted assets.



                                      -15-

<PAGE>





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

      The following  table presents the  calculation  of risk-based  capital and
tangible assets used to determine the Bank's capital position.

                                                       Current Requirements
Total stockholders' equity                                  $22,518,134
    Less:  Non-allowable items
Equity of parent company                                      7,896,030
Goodwill and other intangible assets                              2,000
                                                             ----------
Tangible and core capital                                    14,620,104
             General valuation allowance                        205,000
                                                             ----------
Risk-based capital                                          $14,825,104
                                                             ==========

Total assets   $95,861,528
   Add: pro-rata share of non-consolidated
         subsidiary                                              11,000
    Less: Non-includable
Asset of parent company                                         577,935
Goodwill and other intangible assets                              2,000
                                                             ----------
Tangible and adjusted tangible assets                       $95,292,593
                                                             ==========

Risk-weighted assets                                        $49,643,000
                                                             ==========

      The OTS has adopted an interest rate component to the  regulatory  capital
requirements.  The rule  requires  additional  capital to be  maintained  if the
Bank's interest rate risk exposure,  measured by the decline in the market value
of the Bank's  net  portfolio  value,  exceeds 2% of assets as a result of a 200
basis point shift in interest  rates.  As of December 31, 1996,  the rule is not
yet in effect and the Bank is not subject to the interest rate risk requirement.

      For the purpose of granting to eligible savings account holders a priority
in the event of future  liquidation,  the Bank  established a special account at
the time of  conversion to the stock form of ownership in an amount equal to its
total retained earnings at December 31, 1995. In the event of future liquidation
of the  Bank  (and  only in such an  event),  an  eligible  account  holder  who
continues  to  maintain  his  savings  account  shall be  entitled  to receive a
distribution from the special account. The amount

                                           -16-

<PAGE>





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

of  the  special  account  will  be  decreased  in  an  amount   proportionately
corresponding  to decreases in the savings account  balances of eligible account
holders on each subsequent annual determination date. The balance of the special
account at December 31, 1996 is included in retained earnings.  No dividends may
be paid to the stockholders if such dividends would reduce regulatory capital of
the Bank below the amount required for the special account.

      OTS  regulations   limit  the  payment  of  dividends  and  other  capital
distributions  by the Bank. The Bank is able to pay dividends  during a calendar
year without  regulatory  approval to the extent of the greater of (i) an amount
which will reduce by one-half its surplus  capital ratio at the beginning of the
year  plus all its net  income  determined  on the basis of  generally  accepted
accounting  principles  for that calendar year or (ii) 75% of net income for the
last four calendar quarters.

      The Bank is restricted in paying  dividends on its stock to the greater of
the restrictions  described in the preceding paragraph,  or an amount that would
reduce its retained  earnings  below its  regulatory  capital  requirement,  the
accumulated bad debt  deduction,  or the  liquidation  account  described in the
second preceding paragraph.











                                           -17-

<PAGE>



                                PART II.  OTHER INFORMATION

Item 1.      Legal Proceedings

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

Item 2.      Changes in Securities

             Not applicable.

Item 3.      Defaults Upon Senior Securities

             Not applicable.

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

             Not applicable.

Item 5.      Other Information

             Not applicable.

Item 6.      Exhibits and Reports on Form 8-K

    (a)      Not applicable.

    (b)      Not applicable.



                               -18-

<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  10 , 1997     By:   /s/Peggy J. Stewart
               ----                 -------------------
                                    Peggy J. Stewart
                                    President and Chief Executive Officer
                                    (duly authorized officer)



Date: February  10 , 1997     By:   /s/Robin L. Taylor
               ----                 ------------------
                                    Robin L. Taylor
                                    Controller (chief accounting officer)


                               -19-