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

                                                  OR

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

For the transition period from             to           .
                               -----------    ----------

                           Commission File No. 0-27606


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


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


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


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

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

                          YES      X                NO
                                  ---                    ---
    Number of shares of Common Stock outstanding as of May 5, 1997: 1,462,107

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 March 31, 1997
         (unaudited) and September 30, 1996...........................................................3

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

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

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

     Item 2.  Management's Discussion and Analysis or Plan of Operation............................9-18


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings......................................................................19

     Item 2.  Changes in Securities..................................................................19

     Item 3.  Defaults upon Senior Securities........................................................19

     Item 4.  Submission of Matters to a Vote of Security-Holders....................................19

     Item 5.  Other Information......................................................................19

     Item 6.  Exhibits and Reports on Form 8-K.......................................................19

Signatures...........................................................................................20
</TABLE>

                                       -2-

<PAGE>



                          PART I. FINANCIAL INFORMATION

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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                                      March 31,       September 30,
                                                                      ---------       -------------
                                                                        1997              1996
                                                                        ----              ----
                                                                    (Unaudited)
<S>                                                                 <C>               <C>
        Assets
        ------
Cash                                                                $   302,938       $ 1,583,482
Interest bearing deposits in other banks                              3,875,503         4,076,776
Federal funds sold                                                    2,289,440         2,427,851
Securities purchased under agreements to resell                          -              2,000,000
Other investments - (fair value $5,348,361 and
 $2,385,000, respectively)                                            5,500,000         2,500,000
Mortgage backed securities - (fair value $2,782,420
 and $2,884,212, respectively)                                        2,946,376         3,021,998
Loans receivable - net                                               78,569,443        75,736,786
Accrued interest receivable - loans                                     369,525           373,792
                            - investments                               107,941            62,755
                            - mortgage backed
                               securities                                16,589            17,030
Premises and equipment - net                                            714,096           734,443
Federal Home Loan Bank of Atlanta stock, at cost                        753,200           682,800
Investment in and loans to affiliated corporation                     2,775,000         2,825,000
Prepaid income taxes                                                      5,198             5,198
Deferred income taxes                                                    71,431           273,589
Other assets                                                            161,494           206,614
                                                                     ----------        ----------

Total assets                                                        $98,458,174       $96,528,114
                                                                     ==========        ==========
     Liabilities and Stockholders' Equity
     ------------------------------------
Liabilities
-----------
   Deposits                                                         $71,292,746       $72,100,572
   Federal Home Loan Bank advance                                     4,000,000            -
   Advance payments by borrowers for taxes
    and insurance                                                     1,417,211           322,610
   Income taxes payable                                                  93,687           237,456
   Other liabilities                                                    102,948           621,419
                                                                     ----------        ----------
Total liabilities                                                    76,906,592        73,282,057

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062
    shares; issued and outstanding 1,539,059 and
    1,620,062 shares                                                    153,906           162,006
   Additional paid-in capital                                        13,444,140        15,403,857
   Retained earnings (substantially restricted)                       9,119,972         8,911,434
                                                                     ----------        ----------
                                                                     22,718,018        24,477,297
   Employee Stock Ownership Plan                                     (1,166,436)       (1,231,240)
                                                                     ----------        ----------
Total stockholders' equity                                           21,551,582        23,246,057
                                                                     ----------        ----------

Total liabilities and stockholders' equity                          $98,458,174       $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)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                                  For Six Months Ended            For Three Months Ended
                                                       March 31,                       March 31,
                                                -----------------------        --------------------------
                                                   1997            1996            1997           1996
                                                   ----            ----            ----           ----
<S>                                             <C>             <C>             <C>            <C>
Interest and fees on loans                      $2,925,285      $2,856,335      $1,476,835     $1,414,687
Interest on mortgage backed securities             101,109          45,221          50,216         35,172
Interest and dividends on investment
 securities                                        170,190          54,284         108,414         28,037
Other interest income                              265,095         220,601         121,385        126,515
                                                 ---------       ---------       ---------      ---------

Total interest income                            3,461,679       3,176,441       1,756,850      1,604,411

Interest on deposits                             1,579,665       1,754,902         778,024        882,059
Interest on short-term borrowings                   44,151          21,828          39,667         18,083
                                                 ---------       ---------       ---------      ---------

Total interest expense                           1,623,816       1,776,730         817,691        900,142
                                                 ---------       ---------       ---------      ---------
Net interest income                              1,837,863       1,399,711         939,159        704,269
Provision for loan losses                           30,644          26,786          15,000         15,000
                                                 ---------       ---------       ---------      ---------
Net interest income after provision
 for loan losses                                 1,807,219       1,372,925         924,159        689,269

Non-Interest Income
   Fees and charges on loans                        14,622          13,540           6,918          6,888
   Fees on transaction accounts                     22,321          24,117           8,989         12,638
   Other income                                     24,114          34,270          12,025         11,618
                                                 ---------       ---------       ---------      ---------
Total non-interest income                           61,057          71,927          27,932         31,144
Non-Interest Expenses
   Salaries and related expenses                   802,575         575,209         381,879        268,988
   Occupancy                                        84,295          71,881          40,128         37,836
   SAIF deposit insurance premium                   44,853          88,333          11,623         43,575
   Depreciation of equipment                        23,889          37,520          11,615         17,894
   Advertising                                      16,875          24,705          11,540          9,276
   Data processing costs                            38,254          39,365          20,158         20,734
   Professional services                            85,299          25,385          39,380         11,409
   Other expenses                                  171,330         142,317          94,199         80,388
                                                 ---------       ---------       ---------      ---------
Total non-interest expenses                      1,267,370       1,004,715         610,522        490,100
                                                 ---------       ---------       ---------      ---------

Income before tax provision                        600,906         440,137         341,569        230,313

Provision for income taxes                         242,889         169,982         138,662         85,596
                                                 ---------       ---------       ---------      ---------

Net income                                      $  358,017      $  270,155      $  202,907     $  144,717
                                                 =========       =========       =========      =========

Net income per share                            $      .24      $   N/A         $      .14     $   N/A
                                                 =========       =========       =========      =========
</TABLE>

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

                                       -4-

<PAGE>

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

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


<TABLE>
<CAPTION>
                                                                  For Six Months Ended
                                                                        March 31,
                                                                  ----------------------
                                                                  1997              1996
                                                                  ----              ----
<S>                                                           <C>            <C>
Operating Activities
--------------------
    Net income                                               $    358,017    $    270,155
    Adjustments to Reconcile Net Income to Net
     Cash Provided by Operating Activities
    ------------------------------------------
        Amortization of discount on mortgage backed
         securities                                                  (413)           (178)
        Amortization of deferred loan fees                        (93,863)        (85,005)
        Loan fees deferred                                         43,937          25,591
        Decrease in discount on loans purchased                   (10,031)        (13,186)
        Other amortization                                           --           (21,783)
        Provision for loan losses                                  30,644          26,786
        Non-cash compensation under stock-based
         benefit plans                                            164,581            --
        Increase in accrued interest receivable                   (40,478)         (2,307)
        Provision for depreciation                                 30,112          41,575
        Decrease in deferred income tax asset                     202,158           3,848
        Increase in deferred income tax liabilities                  --            23,380
        Decrease in other assets                                   45,122          23,267
        Increase (decrease) in accrued interest payable ..            149            (399)
        Decrease in income taxes payable                         (143,769)         (3,247)
        Decrease in other liabilities                            (518,471)        (76,672)
        Increase in checks outstanding and overnight funds
         invested in excess of bank balance                          --        13,924,610
                                                             ------------    ------------
           Net cash provided by operating activities               67,695      14,136,435


Cash Flows from Investment Activities
-------------------------------------
    Proceeds from maturing interest bearing deposits              783,000       1,076,000
    Purchases of interest bearing deposits                       (336,583)       (786,000)
    Decrease in securities purchased under agreement
     to resell                                                  2,000,000            --
    Purchase of other investments                              (3,000,000)     (1,500,000)
    Puurchase of mortgage backed  securities                         --        (2,614,902)
    Principal  collected  on mortgage  backed
      securities                                                   76,035          46,697
    Net increase in shorter term loans                           (239,846)        (22,410)
    Longer term loans  originated or acquired                  (5,269,574)     (7,079,102)
    Principal collected on longer term loans                    2,706,076       6,470,903
    Investment in premises and  equipment                          (9,765)         (2,212)
    Purchase of stock in Federal Home Loan Bank
     of Atlanta                                                   (70,400)         (3,000)
    Decrease on investments in and loans to
     joint ventures                                                50,000         150,000
                                                               ----------      ----------
           Net cash used by investment activities              (3,311,057)     (4,264,026)

</TABLE>

                                       -5-

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                       For Six Months Ended
                                                                             March 31,
                                                                       -----------------------
                                                                        1997              1996
                                                                        ----              ----
<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                                $ 1,418,854     $ 1,537,620
    Net decrease in certificates of deposit                            (1,132,228)     (3,282,832)
    Net increase in short-term borrowings                               4,000,000            --
    Sale of common stock                                                     --        15,580,740
    Employee Stock Ownership Plan Obligation                                 --        (1,296,040)
    Management Stock Bonus Plan                                          (882,927)           --
    Dividends on stock                                                   (149,479)           --
    Stock redemption                                                   (1,184,669)           --
                                                                     ------------    ------------
           Net cash provided by financing activities                    2,069,551      12,539,488
                                                                     ------------    ------------

(Decrease) increase in cash and cash equivalents                       (1,173,811)     22,411,897
Cash and cash equivalents at beginning of period                        7,305,109       7,880,281
                                                                     ------------    ------------
Cash and cash equivalents at end of period                            $ 6,131,298     $30,292,178
                                                                     ============    ============

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

    Cash                                                             $    302,938    $   467,906
    Interest bearing deposits in other banks                            3,875,503      8,184,412
    Federal funds sold                                                  2,289,440     22,425,860
                                                                     ------------    -----------
    Balance of cash items reflected on
     Statement of Financial condition                                   6,467,881     31,078,178

        Less - certificates of deposit with original
                maturities of more than
                three months that are included in interest
                bearing deposits in other banks                           336,583        786,000
                                                                     ------------    ------------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                              $ 6,131,298    $ 30,292,178
                                                                     ============    ============

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

        Interest                                                      $ 1,623,667    $  1,777,129
                                                                     ============    ============

        Taxes                                                         $   184,500    $    146,000
                                                                     ============    ============
</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 accepting deposits from the general
public and using the proceeds for investments and loan originations. The Bank is
subject to competition from other financial institutions. The Bank is subject to
the regulations of certain federal agencies and undergoes periodic  examinations
by those regulatory authorities.

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

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and in accordance with the instructions to Form 10-QSB. Accordingly,
they do not  include  all of the  disclosures  required  by  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments necessary for a fair presentation of the results of
operations for the interim periods  presented have been made.  Such  adjustments
were of a normal  recurring  nature.  The results of operations  for the 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 six and three months ended March
31,  1997 is  computed  by  dividing  net  income by  1,498,475  and  1,497,835,
respectively,  the weighted average number of shares of common stock outstanding
for the six and three  months.  Included in this amount for the  Employee  Stock
Ownership Plan are only the shares that have been allocated.

     Earnings  per share  amounts for the six and three month period ended March
31, 1996 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 - Reclassification
         ----------------

     Certain prior  periods'  amounts have been  reclassified  to confirm to the
current period's method of presentation.

Note 7 - 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  $98,458,000  as of March  31,  1997,
compared to  $96,528,000  as of September 30, 1996, an increase of $1,930,000 or
2.0%.  The  increase was  primarily  attributable  to an increase in  investment
securities  of  $3,000,000  or 120% and an  increase in loans of  $2,833,000  or
3.74%.  These  increases  exceeded  a  decrease  in the  total  amount  of cash,
interest-bearing deposits in other banks and federal funds sold of $1,620,000 or
20.03% and a decrease  in  securities  purchased  under  agreement  to resell of
$2,000,000  or 100%.  The changes were the result of  management  of the Company
borrowing money and transferring assets into higher yielding items.
       Total  liabilities of the Company were  $76,907,000 as of March 31, 1997,
compared to  $73,282,000  as of September 30, 1996, an increase of $3,625,000 or
4.95%.  The  increase was due to an increase in Federal Home Loan Bank ("FHLB of
Atlanta") advances of $4,000,000 and advance payments by borrowers for taxes and
insurance of $1,095,000 or 339.00%. This was offset by a decrease in deposits of
$808,000 or 1.12%, a decrease of $518,000 or 83.41% in other  liabilities  and a
decrease in income taxes payable of $144,000 or 60.76%.  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  $21,552,000 as of March 31, 1997,  compared to
$23,246,000 as of September 30 1996, a decrease of $1,694,000.  The decrease was
primarily  the  result of a  decrease  in common  stock and  additional  paid-in
capital  as a  result  of the  repurchase  of  81,003  shares  of  stock  in the
approximate  amount of $1,185,000 and 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 and was 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 six and three months ended March 31, 1997 was $358,000
and  $203,000,  respectively,  as compared to $270,000 and $145,000 for the same
period in 1996,  an  increase  of $88,000 or 32.59% and $58,000 or 40.0% for the
six and three month  periods,  respectively.  The  increases  in net income were
primarily the result of increases in net interest  income  off-set by a decrease
in other income and increases in total  non-interest  expenses and provision for
income taxes.
       Net  interest  income for the six and three  months  ended March 31, 1997
were  $1,838,000  and  $939,000,  respectively,  as compared to  $1,400,000  and
$704,000  for the same  periods in 1996,  an  increase of $438,000 or 31.29% and
$235,000  or  33.38%,  respectively.  The  increases  were  primarily  due to an
increase in interest rate spread to 2.89% and 2.95% for the six and three months
ended March 31,  1997,  as  compared to 2.59% and 2.20% for the same  periods in
1996.
     The Savings Bank's net interest  income is sensitive to changes in interest
rates, as the rates paid on its  interest-bearing  liabilities  generally change
faster  than the  rates  earned on  interest-earning  assets.  As a result,  net
interest income will frequently decline in periods of rising interest rates.

Interest Income

       Total  interest  income for the six and three months ended March 31, 1997
was  $3,462,000  and  $1,757,000,   respectively,  compared  to  $3,176,000  and
$1,604,000  for the same  periods in 1996,  an increase of $286,000 or 9.01% and
$153,000 or 9.54%, respectively. Interest on loans increased by $69,000 or 2.42%
and  $62,000 or 4.38%  during the six and three  months  ended  March 31,  1997,
compared  to  the  same  respective   periods  in  1996.  These  increases  were
attributable  to $7,716,000 and $8,506,000  increases in the average  balance of
loans outstanding for the six and three month



                                      -10-

<PAGE>




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

Interest Income - continued

periods ended March 31, 1997,  respectively,  partially off-set by a decrease in
the average  yield on the loan  portfolio to 7.48% and 7.50% for those  periods,
compared  to 8.10% and 8.05% for the same  periods in 1996.  Interest  income on
mortgage backed  securities  increased  $56,000 or 124.44% and $15,000 or 42.86%
for the six and  three  months  ended  March  31,  1997,  compared  to the  same
respective  periods in 1996. The increases are primarily due to increases in the
average dollar amount outstanding of $1,426,000 and $381,000,  respectively, and
an increase in the average yield to 6.79% for both periods compared to 5.82% and
5.46%  for the same  periods  in 1996.  Interest  and  dividends  on  investment
securities  increased $116,000 or 214.81% and $80,000 or 285.71% for the six and
three month  periods  ended March 31, 1997,  respectively,  compared to the same
respective  periods  in 1996.  The  increases  were the result of  increases  of
$3,086,000   and   $3,842,000  in  the  average  dollar  amount  of  investments
outstanding  for  the  six  and  three  month  periods  ended  March  31,  1997,
respectively.   This  was  due  to  purchases  of   investment   securities   of
approximately  $3,000,000.  Other  interest  income for the six and three months
ended March 31,  1997 was  $265,000  and  $121,000,  compared  to  $221,000  and
$127,000  for the same  respective  periods in 1996,  an  increase of $44,000 or
19.91% and a decrease of $6,000 or 4.72%.  The increase for the six month period
resulted  from an increase in the  average  yield of 2.73%,  off-set by a 32.59%
decrease in the average  dollar  amount of other  interest-earning  assets.  The
decrease  for the three  month  period  resulted  from a decrease in the average
dollar  amount of  $8,460,000,  off-set by an increase  in the average  yield of
2.86%.
       The weighted average yield on interest-earning  assets was 7.33% for both
the six and three month  periods  ended March 31, 1997, as compared to 7.35% and
7.01% for each of the same periods in 1996.



                                      -11-

<PAGE>




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

Interest Expense

       Total interest  expense for the six and three months ended March 31, 1997
was $1,624,000 and $818,000,  respectively,  compared to $1,777,000 and $900,000
for the same  respective  periods in 1996,  a decrease  of $153,000 or 8.61% and
$82,000 or 9.11%.  Interest on deposits decreased $175,000 or 9.97% and $104,000
or 11.79% for the six and three  months  ended  March 31,  1997.  The  decreases
resulted  primarily  from  decreases in the average dollar amount of deposits of
$2,413,000  and  $2,299,000,  respectively,  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.  Decreases  in the average  yield paid to 4.43% and 4.36% for the six and
three month  periods,  compared to 4.76% and 4.79% for the same periods in 1996,
also  attributed  to the  decrease.  This decrease in yields is due primarily to
higher rate certificates of deposit maturing and repricing at lower rates. Other
interest  expense  increased  by $22,000 for both the six and three months ended
March 31, 1997, compared to the same periods in 1996. The increase resulted from
increases in the average  dollar amount of $987,000 or 113.58% and $1,973,000 or
154.99%,  respectively,  due to a $4,000,000  increase in Federal Home Loan Bank
advances to fund the purchase of  investment  securities  and the  repurchase of
stock. This was off-set by a .27% and .79% decrease in the weighted average rate
paid.

     The weighted average rates paid on interest-bearing  liabilities were 4.44%
and 4.38% for the six and three months ended March 31,  1997,  respectively,  as
compared to 4.76% and 4.81% for the same periods in 1996.

Provision for Loan Losses

       The  provision  for loan losses for the six and three month periods ended
March 31, 1997 was $31,000 and $15,000, respectively, as compared to $27,000 and
$15,000 for the same respective  periods in 1996. This was an increase of $4,000
or 14.81% for the six month  period and the amount was  unchanged  for the three
month period.

                                      -12-

<PAGE>

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

Provision for Loan Losses - continued

       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 March 31, 1997, the allowance
represented .28% of loans receivable, as compared to .23% at March 31, 1996. The
allowance for loan losses  increased as a percentage of  nonperforming  loans to
57.56% at March 31,  1997,  from 42.33% at March 31,  1996.

Other  Non-Interest Income

       Other  income  for the six and three  months  ended  March  31,  1997 was
$61,000 and $28,000, respectively,  compared to $72,000 and $31,000 for the same
respective periods in 1996,  decreases of $11,000 or 15.28% and $3,000 or 9.68%.
The  decrease  for the six month  period was due to a decrease in  miscellaneous
income of  $10,000  or 29.41% as a result  of an  insurance  recovery  for storm
damage in the period  ended March 31,  1996,  and slight  decreases  in fees and
charges on loans and fees on  transaction  accounts.  The  decrease in the three
month period is due to a decrease in fees on  transaction  accounts of $4,000 or
30.77%,  off-set by an increase in fees and charges on loans and other income of
$1,000 or 5.40%.

 Non-Interest Expense

       Total  non-interest  expense for the six and three months ended March 31,
1997 were  $1,267,000  and $611,000,  respectively,  compared to $1,005,000  and
$490,000  for the same  respective  periods in 1996,  increases  of  $262,000 or
26.07% and $121,000 or 24.69%, respectively. The increases for the six and three
month  periods were the result of  increases  in salaries and related  expenses,
occupancy,  professional  services  and other  expenses.  Those  increases  were
partially off-set by decreases


                                      -13-

<PAGE>

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

Non-Interest Expense - Continued

in SAIF deposit insurance  premiums,  depreciation of equipment and advertising.
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.  The rate of SAIF  deposit  insurance  premiums  declined  by
approximately  70% from the rate in effect prior to December  31,  1996.

Income Taxes

       The Company's income tax expense for the six and three months ended March
31, 1997 was  $243,000  and  $139,000,  respectively,  compared to $170,000  and
$86,000  for the same  periods  in 1996,  representing  increases  of $73,000 or
42.94% and $53,000 or 61.63%,  respectively.  The increases  were  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 7.47% at
March 31, 1997 and 10.5% at September 30, 1996.

                                      -14-

<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
$1,512,000  as of March  31,  1997.  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).


                                      -15-

<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 March 31,
1997,  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
March 31, 1997 financial statements.
<TABLE>
<CAPTION>

                                                                            To Be Well
                                                                         Capitalized Under
                                                    For Capital          Prompt Corrective
                             Actual              Adequacy Purposes       Action Provisions
                   ----------------------     ----------------------    --------------------
                      Amount          %          Amount         %         Amount        %
                      ------          -          ------         -         ------        -
<S>                <C>             <C>        <C>             <C>       <C>          <C>
Tangible (1)       $14,846,607     15.16%     $ 1,469,349     1.50%     $   N/A        N/A
Tier I capital (2)  14,846,607     31.55%          N/A         N/A       2,823,600    6.00%
Core (1)            14,846,607     15.16%       2,938,698     3.00%      4,897,829    5.00%
Risk-weighted (2)   15,066,607     32.02%       3,764,800     8.00%      4,706,000   10.00%

(1)  To adjusted total assets.
(2)  To risk-weighted assets.
</TABLE>


                                      -16-

<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                    $21,551,582
    Less:  Non-allowable items
Equity of parent company                        6,702,975
Goodwill and other intangible assets                2,000
                                              -----------
Tangible and core capital                      14,846,607
                General valuation allowance       220,000
                                              -----------
Risk-based capital                            $15,066,607
                                              ===========

Total assets                                  $98,458,174
    Less: Non-includable
Asset of parent company                           499,588
Goodwill and other intangible assets                2,000
                                              -----------
Tangible and adjusted tangible assets         $97,956,586
                                              ===========

Risk-weighted assets                          $47,060,000
                                              ===========

       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 March 31, 1997, 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



                                      -17-

<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 March 31, 1997 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.


                                      -18-

<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

           On January 21, 1997, the annual meeting of  stockholders  was held to
consider and vote upon the election of 10 directors of the  registrant.  All ten
directors were elected:


          Nominee                    Votes For          Votes Withheld        
    ---------------------------      ---------          --------------        
    
    
    
    Herbert A. Davis                 1,393,590             23,546
    
    D. Edward Lauterbach, Jr.        1,393,590             23,546
    
    August J. Seifert                1,390,735             26,401
    
    Herbert W. Spath                 1,393,590             23,546
    
    Philip W. Chase, Jr.             1,393,590             23,546
    
    Edwin C. Muhly, Jr.              1,393,590             23,546
    
    Peggy J. Stewart                 1,393,590             23,546
    
    Urban P. Francis, Jr.            1,393,590             23,546
    
    John E. Lufburrow                1,393,590             23,546
    
    Hugh P. McCormick                1,393,590             23,546
    


Item 5. Other Information

                Not applicable.

Item 6. Exhibits and Reports on Form 8-K

     (a)        Not applicable.

     (b)        A Form 8-K (Items 5 and 7) concerning repurchases of stock and
                dated March 18, 1997 was filed during the quarter.
                A Form 8-K (Items 5 and 7) concerning repurchases and six month
                earnings and dated April 15, 1997 was filed after the end of the
                quarter.




                                      -19-

<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  5 , 1997        By:    /s/Peggy J. Stewart
            ---                     -------------------
                                    Peggy J. Stewart
                                    President and Chief Executive Officer
                                    (duly authorized officer)


Date:   May  5 , 1997        By:    /s/Robin L. Taylor
            ---                     ------------------
                                    Robin L. Taylor
                                    Controller (chief accounting officer)


                                      -20-