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, 1998
                               --------------

                                       OR

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

For the transition period from __________ to __________.

                           Commission File No. 0-27606


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


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


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


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

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

                        YES      X                NO
                                ---                  ---

   Number of shares of Common Stock outstanding as of May 12, 1998: 1,389,002

Transitional Small Business Disclosure Format (check one)

                        YES                       NO   X
                                ---                   ---     


<PAGE>



                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

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

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

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

           Consolidated statements of financial condition at March 31, 1998
           (unaudited) and September 30, 1997...............................................................................3

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

           Consolidated statements of cash flows (unaudited) for the six months
           Ended March 31, 1998 and March 31, 1997........................................................................5-6

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

      Item 2.  Management's Discussion and Analysis or Plan of Operation................................................10-14


PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings...........................................................................................15

      Item 2.  Changes in Securities.......................................................................................15

      Item 3.  Defaults upon Senior Securities.............................................................................15

      Item 4.  Submission of Matters to a Vote of Security-Holders.........................................................15

      Item 5.  Other Information...........................................................................................15

      Item 6.  Exhibits and Reports on Form 8-K............................................................................15

Signatures.................................................................................................................16

</TABLE>

                                     - 2 -


<PAGE>
                          PART I. FINANCIAL INFORMATION

              WHG BANCSHARES CORPORATION AND SUBSIDIARIESPRIVATE ~
              ----------------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                 March 31,      September 30,
                                                                 ---------      -------------
                                                                     1998             1997
                                                                     ----             ----
                                                                   (Unaudited)
<S>                                                              <C>              <C>          
        Assets
        ------
Cash                                                            $   1,501,680    $   1,003,528
Interest bearing deposits in other banks                            5,442,620        3,898,946
Federal funds sold                                                  1,320,000        3,481,833
Investment securities available for sale                           11,875,909             --
Other investments                                                  13,100,000        3,750,000
Mortgage backed securities                                          2,649,322        2,845,210
Loans receivable - net                                             77,325,879       78,450,370
Accrued interest receivable - loans                                   382,432          374,561
                            - investments                             202,917           69,230
                            - mortgage backed securities               14,884           15,998
Premises and equipment - net                                          797,085          721,932
Federal Home Loan Bank of Atlanta stock, at cost                      800,000          753,200
Investment in and loans to affiliated corporation                   2,650,000        2,925,000
Deferred income taxes                                                 194,557          116,394
Other assets                                                          209,311          150,517
                                                                -------------   --------------
Total assets                                                    $ 118,466,596    $  98,556,719
                                                                =============   ==============
     Liabilities and Stockholders' Equity
     ------------------------------------
Liabilities
-----------
   Deposits                                                     $  83,889,622    $  74,186,112
   Federal Home Loan Bank advances                                 13,000,000        4,000,000
   Advance payments by borrowers for taxes and insurance            1,327,511          330,671
   Income taxes payable                                               148,309           64,284
   Other liabilities                                                  144,471          146,519
                                                                -------------   --------------
Total liabilities                                                  98,509,913       78,727,586

Stockholders' Equity
--------------------
   Common  stock $.10 par value; authorized 1,620,062 shares;
     issued  and outstanding 1,389,002 shares in 1998 and
    1,392,415 shares in 1997                                          138,900          139,241
   Additional paid-in capital                                      11,436,150       11,390,312
   Retained earnings (substantially restricted)                     9,449,639        9,381,773
                                                                   ----------       ----------    
                                                                   21,024,689       20,911,326
  Unrealized loss on investment securities available for sale         (50,615)             --
  Employee Stock Ownership Plan                                    (1,017,391)      (1,082,193)
                                                                -------------   --------------
Total stockholders' equity                                         19,956,683       19,829,133
                                                                -------------   --------------
Total liabilities and stockholders' equity                      $ 118,466,596    $  98,556,719
                                                                =============   ==============
</TABLE>

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

                                     - 3 -
<PAGE>

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

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                    For Six Months Ended     For Three Months Ended
                                                          March 31,                March 31,
                                                 ------------------------   ------------------------
                                                      1998         1997         1998         1997
                                                      ----         ----         ----         ----
<S>                                               <C>          <C>          <C>          <C>       
Interest and fees on loans                        $3,032,462   $2,925,285   $1,518,535   $1,476,835
Interest on mortgage backed securities                93,118      101,109       45,967       50,216
Interest and dividends on investment securities      314,529      170,190      222,540      108,414
Other interest income                                303,721      265,095      153,175      121,385
                                                   ---------    ---------    ---------    ---------
Total interest income                              3,743,830    3,461,679    1,940,217    1,756,850

Interest on deposits                               1,792,822    1,579,665      924,690      778,024
Interest on short-term borrowings                    141,300       44,151       79,919       39,667
Interest on long-term borrowings                       5,510          --         5,510          --
                                                   ---------    ---------    ---------    ---------                              
Total interest expense                             1,939,632    1,623,816    1,010,119      817,691
                                                   ---------    ---------    ---------    ---------
Net interest income                                1,804,198    1,837,863      930,098      939,159
Provision for loan losses                            130,000       30,644      115,000       15,000
                                                   ---------    ---------    ---------    ---------
Net interest income after provision
 for loan losses                                   1,674,198    1,807,219      815,098      924,159

Non-Interest Income
-------------------
   Fees and charges on loans                          14,831       14,622        5,118        6,918
   Fees on transaction accounts                       33,616       22,321       17,313        8,989
   Other income                                       16,178       24,114        7,953       12,025
                                                   ---------    ---------    ---------    ---------
Total non-interest income                             64,625       61,057       30,384       27,932
Non-Interest Expenses
---------------------
   Salaries and related expenses                     805,599      802,575      393,754      381,879
   Occupancy                                          79,058       84,295       38,662       40,128
   FDIC deposit insurance premium                     23,387       44,853       11,589       11,623
   Depreciation of equipment                          23,014       23,889       12,893       11,615
   Advertising                                        51,753       16,875       24,443       11,540
   Data processing costs                              40,086       38,254       21,219       20,158
   Professional services                              86,623       85,299       47,025       39,380
   Other expenses                                    170,766      171,330       89,170       94,199
                                                   ---------    ---------    ---------    ---------
Total non-interest expenses                        1,280,286    1,267,370      638,755      610,522

Income before tax provision                          458,537      600,906      206,727      341,569

Provision for income taxes                           185,818      242,889       87,477      138,662
                                                   ---------    ---------    ---------    ---------
Net income                                        $  272,719   $  358,017   $  119,250   $  202,907
                                                   =========    =========    =========    =========
Basic earnings per share                          $      .22   $      .25   $      .10   $      .14
                                                   =========    =========    =========    =========
Diluted earnings per share                        $      .21   $      .25   $      .09   $      .14
                                                   =========    =========    =========    =========
</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,
                                                                       ------------------------------
                                                                            1998            1997
<S>                                                                    <C>             <C>         
Operating Activities
--------------------
         Net income                                                    $    272,719    $    358,017
         Adjustments to Reconcile Net Income to Net
          Cash Provided by Operating Activities
          -------------------------------------
                  Amortization of discount on mortgage backed
                   securities                                                  (413)           (413)
                  Amortization of deferred loan fees                        (81,693)        (93,863)
                  Loan fees deferred                                         96,773          43,937
                  Decrease in discount on loans purchased                   (11,636)        (10,031)
                  Other amortization                                           (111)           --
                  Provision for loan losses                                 130,000          30,644
                  Non-cash compensation under stock-based
                   benefit plans                                            164,053         164,581
                  Increase in accrued interest receivable                  (140,444)        (40,478)
                  Loans sold                                                750,000            --
                  Loans originated for sale                                (750,000)           --
                  Provision for depreciation                                 23,014          30,112
                  (Increase) decrease in deferred income tax assets         (46,314)        202,158
                  (Increase) decrease in other assets                       (58,794)         45,122
                  Increase (decrease) in accrued interest payable              (164)            149
                  Increase (decrease) in income taxes payable                84,025        (143,769)
                  Decrease in other liabilities                              (2,048)       (518,471)
                                                                        -----------      ---------- 
                           Net cash provided by operating activities        428,967          67,695

Cash Flows from Investment Activities
-------------------------------------
         Proceeds from maturing interest bearing deposits                 1,562,019         783,000
         Purchases of interest bearing deposits                          (1,369,272)       (336,583)
         Decrease in securities purchased under agreement to resell            --         2,000,000
         Purchase of investment securities available for sale           (11,958,262)           --
         Purchase of other investments                                  (11,850,000)     (3,000,000)
         Proceeds from maturing other investments                         2,500,000            --
         Principal collected on mortgage backed securities                  196,301          76,035
         Net decrease (increase) in shorter term loans                       26,297        (239,846)
         Loans purchased                                                   (203,488)           --
         Longer term loans originated or acquired                        (6,272,637)     (5,269,574)
         Principal collected on longer term loans                         7,440,875       2,706,076
         Investment in premises and equipment                               (98,167)         (9,765)
         Purchase of stock in Federal Home Loan Bank of Atlanta             (46,800)        (70,400)
         Decrease on investments in and loans to joint ventures             275,000          50,000
                                                                        -----------      ---------- 
                           Net cash used by investment activities       (19,798,134)     (3,311,057)

</TABLE>
                                     - 5 -
<PAGE>


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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                   For Six Months Ended
                                                                                         March 31,
                                                                               -----------------------------
                                                                                   1998            1997
                                                                                   ----            ----
<S>      <C>                                                                   <C>             <C>
Cash Flows from Financing Activities
         Net increase in demand deposits, money
          market, passbook accounts and advances by
          borrowers for taxes and insurance                                    $ (3,062,529)   $  1,418,854
         Net increase (decrease) in certificates of deposit                      13,763,043      (1,132,228)
         Net increase in borrowings                                               9,000,000       4,000,000
         Management Stock Bonus Plan                                                   --          (882,927)
         Dividends on stock                                                        (204,853)       (149,479)
         Stock repurchase                                                           (53,754)     (1,184,669)
                                                                                -----------      ----------
             Net cash provided by financing activities                           19,441,907       2,069,551
                                                                                -----------      ----------

(Decrease) increase in cash and cash equivalents                                     72,740      (1,173,811)
Cash and cash equivalents at beginning of period                                  7,946,628       7,305,109
                                                                                -----------     -----------
Cash and cash equivalents at end of period                                     $  8,019,368    $  6,131,298
                                                                                ===========     ===========

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
         Cash                                                                  $  1,501,680    $    302,938
         Interest bearing deposits in other banks                                 5,442,620       3,875,503
         Federal funds sold                                                       1,320,000       2,289,440
         Balance of cash items reflected on                                     -----------     -----------
          Statement of Financial condition                                        8,264,300       6,467,881

             Less - certificates of deposit with original maturities
                    of more than three months that are included in
                    interest-bearing deposits in other banks                       244,932         336,583
                                                                                -----------     -----------
Cash and cash equivalents reflected on the
  Statement of Cash Flows                                                     $   8,019,368    $  6,131,298
                                                                                ===========     ===========
Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------
         Cash paid during the period for:

             Interest                                                          $  1,840,534    $  1,623,667
                                                                                ===========     ===========

             Taxes                                                             $    177,500    $    184,500
                                                                                ===========     ===========

</TABLE>

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


                                     - 6 -
<PAGE>

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

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



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

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

Note 2 - 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 six months
ended March 31, 1998 are not  necessarily  indicative of the results that may be
expected  for the entire  fiscal year  September  30, 1998 or any other  interim
period. The consolidated financial statements should be read in conjunction with
the consolidated  financial  statements and related notes which are incorporated
by reference in the  Company's  Annual  Report on Form 10-KSB for the year ended
September 30, 1997.

Note 3 - Federal Home Loan Advances
         --------------------------

                  During the quarter ended March 31, 1998, the Bank obtained the
following advances:

         Description        Rate         Amount          Maturity
         -----------        ----         ------          --------
  
         FHLB advances      5.71%       $1,000,000        1/08/99
         FHLB advances      5.70%        5,000,000        5/26/98
         FHLB advances      5.51%        6,000,000        3/26/08

                                      -7-
<PAGE>

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

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


Note 4 - Earnings Per Share
         ------------------

         As required,  the Company  adopted  statement  of Financial  Accounting
Standards No. 128 during the quarter  ended  December 31, 1997.  This  Statement
requires dual  presentation of basic and diluted earnings per share ("EPS") with
a reconciliation of the numerator and denominator of the EPS computations. Basic
per share  amounts  are based on the  weighted  average  shares of common  stock
outstanding.  Diluted  earnings  per share  assume the  conversion,  exercise or
issuance of all potential common stock instruments such as options, warrants and
convertible  securities,  unless  the  effect  is to  reduce a loss or  increase
earnings per share. No adjustments  were made to net income  (numerator) for all
periods  presented.  Accordingly,  this  presentation  has been  adopted for all
periods presented. The basic and diluted weighted average shares outstanding for
the three and six month periods are as follows:

                                Six Months Ended         Six Months Ended
                                 March 31, 1998           March 31, 1997
                            -----------------------   -----------------------
                               Basic       Diluted        Basic       Diluted
                               -----       -------        -----       -------


Net income                  $  272,719   $  272,719   $  358,017   $  358,017

Weighted average shares
 outstanding                 1,229,457    1,229,457    1,434,566    1,434,566

Diluted securities:
   MSBP shares                    --         10,170         --           --
   Options                        --         40,103         --          2,460
                             ---------    ---------    ----------   ---------
Adjusted weighted average
 shares                      1,229,457    1,279,730    1,434,566    1,437,026

Per share amount            $     0.22   $     0.21   $     0.25   $     0.25


                                     - 8 -
<PAGE>


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

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


Note 4 - Earnings Per Share - Continued
         ------------------


                              Three Months Ended        Three Months Ended
                                 March 31, 1998           March 31, 1997
                            -----------------------    ---------------------
                               Basic       Diluted       Basic      Diluted


Net income                  $  119,250   $  119,250   $  202,907   $  202,907

Weighted average shares
 outstanding                 1,230,508    1,230,508    1,434,836    1,434,836

Diluted securities:
   MSBP shares                    --         11,072         --          1,110
   Options                        --         43,336         --          7,789
                             ---------    ---------    ---------    ---------
Adjusted weighted average
 shares                      1,230,508    1,284,916    1,434,836    1,443,735

Per share amount            $     0.10   $     0.09   $     0.14   $     0.14




                                     - 9 -
<PAGE>


ITEM 2
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

         Total  assets of the Company  were  $118,467,000  as of March 31, 1998,
compared to  $98,557,000 as of September 30, 1997, an increase of $19,910,000 or
20.20%.  The increase was  primarily  attributable  to an increase in investment
securities of $21,226,000 and an increase in interest-bearing  deposits in other
banks of  $1,544,000.  These  increases  were  slightly  offset by a decrease in
federal funds sold of $2,162,000.  The purchase of investments toward the end of
March 1998 is part of management's strategy to maximize the high level of equity
and to increase profitability.  As liquidity levels increased with the inflow of
deposits and FHLB  advances,  the funds were  transferred  from federal funds to
higher  yielding  bonds.  Approximately  half  of the  investments  are  held as
"available for sale" as it is management's  intention to use these bonds to fund
future loan originations.

         Total liabilities of the Company were $98,510,000 as of March 31, 1998,
compared to  $78,728,000 as of September 30, 1997, an increase of $19,782,000 or
25.13%.  The  increase  was due to a net  increase in  deposits  of  $9,704,000,
Federal Home Loan Bank ("FHLB of Atlanta")  advances of  $9,000,000  and advance
payments by  borrowers  for taxes and  insurance  of  $997,000.  The increase in
deposits was due to an increase in certificates of deposit of  $13,763,000,which
was slightly  offset by a decline in other  deposits of  $3,063,000.  During the
quarter ended March 31, 1998,  the Bank borrowed an  additional  $12,000,000  in
short and long term FHLB  advances.  Management's  plan was to take advantage of
the low costs of funds and invest the  proceeds in higher  yielding  investments
and loan  originations.  As the  borrowings  mature,  they will be  repaid  with
deposits.  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 $19,957,000 as of March 31, 1998, compared to
$19,829,000  as of September 30 1997, an increase of $128,000.  The increase was
due to net income for the period of $273,000 and the allocation of shares to the
Stock Based  Benefit Plan of $164,000.  The increase was offset by a dividend of
$205,000,  the  repurchase of shares of the Company's own stock of $54,000 and a
net unrealized loss on securities available for sale of $51,000.

Results of Operations

General

         Net  income  for the six and three  months  ended  March  31,  1998 was
$273,000 and $119,000 respectively, as compared to $358,000 and $203,000 for the
same  period in 1997.  The  decrease in net income of $85,000 for the six months
ended March 31, 1998 as compared  with the same period in 1997 was primarily the
result of increases in provision  for loan losses,  total  interest  expense and
non-interest   expense  off-set  by  increases  in  total  interest  income  and
non-interest income.


                                     - 10 -
<PAGE>


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

Interest Income

         Total interest income for the six and three months ended March 31, 1998
was  $3,744,000  and  $1,940,000,   respectively,  compared  to  $3,462,000  and
$1,757,000  for the same  periods in 1997,  an increase of $282,000 or 8.15% and
$183,000 or 10.42%, respectively.  The increase was primarily due to an increase
of $7,016,000 and$12,128,000 in the average balance of investment securities for
the six and three months ended March 31, 1998.

         The weighted  average  yield on  interest-earning  assets was 7.26% and
7.15% for the six and three month  periods  ended March 31, 1998, as compared to
7.33% for both of the same periods in 1997.

Interest Expense

         Total  interest  expense for the six and three  months  ended March 31,
1998 was $1,940,000  and  $1,010,000,  respectively,  compared to $1,624,000 and
$818,000  for the same  respective  periods in 1997,  an increase of $316,000 or
19.46% and $192,000 or 23.47%.  The increases  resulted primarily from increases
in the  average  dollar  amount  of  deposits  of  $7,236,000  and  $10,339,000,
respectively,  as the Bank  conducted  an  aggressive  advertising  campaign for
certificates  of deposits.  The average yields paid were 4.56% and 4.53% for the
six and three month periods, compared to 4.43% and 4.36% for the same periods in
1997.  The change in yields  had  little  effect on the  increases  in  interest
expense.  The increases  were also the result of increases in the average dollar
amount of borrowings of $5,230,000 and $6,261,000, respectively.

         The weighted  average rates paid on  interest-bearing  liabilities were
4.53% and 4.43% for the six and three months ended March 31, 1998, respectively,
as compared to 4.44% and 4.38% for the same periods in 1997.

Provision for Loan Losses

         The provision for loan losses for the six and three month periods ended
March 31, 1998 was $130,000 and $115,000,  respectively,  as compared to $31,000
and $15,000 for the same respective periods in 1997.

         During  the  quarter  ended  March 31,  1998,  the Bank  increased  its
allowance for loan losses by $115,000. Of this increase,  $84,000 related to two
residential mortgage loans in the amount of $579,000.  Subsequent to the quarter
ended, the Bank became aware of  circumstances  that would affect the borrowers'
ability to repay their loans. One of the borrowers  declared  bankruptcy  before
foreclosure  proceedings  were  initiated and the other  borrower's  property is
scheduled  for  foreclosure  during May 1998.  Based upon the  additions  to the
allowance for loan losses,  management believes the allowance for loan losses is
adequate,  however, there can be no assurance that the allowance for loan losses
will be  adequate to cover  significant  losses that the Bank might incur in the
future.

                                     - 11 -
<PAGE>

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


Provision for Loan Losses - Continued

         The following  tables set forth  information with respect to the Bank's
allowance for loan losses and non-accrual loans at the dates indicated:
<TABLE>
<CAPTION>
                                                                                       March          September
                                                                                      31, 1998        30, 1997
                                                                                      --------        --------
<S>                                                                                 <C>             <C>        
Balance at beginning of period                                                      $   250,000     $   195,000

Charge-Offs:
   Real estate - mortgage                                                               (76,000)         (6,000)

   Addition to loan loss provision                                                      130,000          61,000
                                                                                    -----------     -----------
                                                                                    $   304,000     $   250,000
                                                                                    ===========     ===========

Ratio of net charge-offs during the period to
 Average loans outstanding during the period                                                   
                                                                                          0.10%            0.01%
                                                                                    ===========     ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                    At  March      At September
                                                                                     31, 1998        30, 1997
                                                                                    -----------     -----------
<S>                                                                                 <C>             <C>        
Loans accounted for on a non-accrual basis:
   Real estate:
      Permanent loans secured by 1-4 dwelling units                                 $ 1,187,000     $   767,000
      Commercial                                                                         70,000          70,000
                                                                                     ----------      ----------
          Total                                                                     $ 1,257,000     $   837,000
                                                                                     ==========      ==========

Accruing loans which are contractually past due 90 days or more:
    Real estate:
       Permanent loans secured by 1-4 dwelling units $                                     --       $      --
       Commercial                                                                          --              --
           Total                                                                    $      --       $      --
                                                                                     ==========      ==========

Total non-performing loans                                                          $ 1,257,000     $   837,000
                                                                                     ==========      ==========

Total non-accrual loans to net loans                                                       1.63%           1.07%
                                                                                     ==========      ==========

Allowance for loan losses to total non-performing
 loans                                                                                    24.18%          29.86%
                                                                                     ==========      ==========
</TABLE>

                                     - 12 -

<PAGE>

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

Other Non-Interest Income

         Other  income for the six and three  months  ended  March 31,  1998 was
$65,000 and $30,000, respectively,  compared to $61,000 and $28,000 for the same
respective periods in 1997,  increases of $4,000 and $2,000,  respectively.  The
increases for the six and three month periods were  primarily due to an increase
in transaction  accounts of $11,000 and $8,000,  respectively.  The increases in
fees on transaction  accounts were due to increased fees on NOW accounts and the
Bank installing  Automatic Teller Machines and charging customers for usage. The
increases  were  partially  off-set by  decreases  in other  income for the same
periods.

Non-Interest Expense

         Total non-interest expense for the six and three months ended March 31,
1998 was  $1,280,000  and $639,000,  respectively,  compared to  $1,267,000  and
$611,000 for the same respective periods in 1997,  increases of $13,000 or 1.03%
and $28,000 or 4.58%,  respectively.  The  increases for the six and three month
periods  were  the  result  of  increases  in  salaries  and  related  expenses,
advertising and professional services. Those increases were partially off-set by
decreases in SAIF deposit insurance premiums,  occupancy and other expenses. The
increase in advertising of $35,000 or 205.88% and $13,000 or 108.33% for the six
and three months ended March 31, 1998 as compared to the same period in 1997 was
due to an aggressive advertising campaign for certificates of deposits. The rate
of FDIC deposit  insurance  premiums declined by approximately 70% from the rate
in effect prior to September  30,1996 due to the one time special  assessment in
1996 of $506,000.  As of January 1,1997, the Bank's premium was reduced to .064%
from .23% of insured deposits.

A great deal of publicity has been made about the Computer  Year 2000.  The Bank
uses a third party  service  bureau to process the  calculation  and  processing
payments,  interest  and  delinquencies.  The  service  bureau  for the Bank has
advised the Bank that the problem is being  resolved and that the year 2000 will
not  affect  the  Bank's  operations.  In  addition,  the Bank is  taking  steps
internally to ensure that all in-house computers are in compliance with the Year
2000  requirements.  The cost to the Bank to  rectify  the  Year  2000  computer
problems  includes  hardware and  software  costs.  To date,  the Bank has spent
$83,000 on these costs and expects to spend an  additional  $95,000,  of which a
significant portion has or will be capitalized.





                                     - 13 -

<PAGE>

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

Income Taxes

         The  Company's  income tax expense for the six and three  months  ended
March 31, 1998 was $186,000 and $87,000, respectively,  compared to $243,000 and
$139,000  for the same  periods in 1997,  representing  a decrease of $57,000 or
23.46% and $52,000 or 37.41%,  respectively.  The  changes  were  primarily  the
result of the  variations in pretax  income.  The effective tax rate for the six
and three  months  ended March 31,  1998,  was 40.52% and 42.25%,  respectively,
compared to 40.42% and 40.60% for the same periods in 1997.

Liquidity and Capital Resources

         The  Company is  required  by OTS  regulations  to  maintain,  for each
calendar month, a daily average balance of cash and eligible liquid  investments
of not less than 4% of the average daily balance of its net withdrawable savings
and borrowings  (due in one year or less) during the preceding  calendar  month.
This  liquidity  requirement  may be changed from time to time by the OTS to any
amount  within the range of 4% to 10%. The Bank's  liquidity  ratio was 8.44% at
March 31, 1998 and 9.79% at September 30, 1997.

         The  Bank  is  currently  able  to  fund  its  operations   internally.
Additional  sources of funds  include the ability to utilize  Federal  Home Loan
Bank  ("FHLB") of Atlanta  advances and the ability to borrow  against  mortgage
backed and investment  securities.  As of March 31, 1998, the Bank had a line of
credit with the FHLB of Atlanta of $20,000,000 and had  outstanding  advances of
$13,000,000.  Management  believes it has ample cash flows and liquidity to meet
its loan and investment  commitments in the amount of $8,253,000 as of March 31,
1998.

         The following  table presents the Bank's capital  position based on the
March 31, 1998 financial statements.
<TABLE>
<CAPTION>
                                                                                  To Be Well                       
                                                                               Capitalized Under
                                                       For Capital             Prompt Corrective
                               Actual               Adequacy Purposes          Action Provisions
                     -----------------------     -----------------------     -----------------------
                        Amount           %          Amount          %          Amount           %
                        ------           -          ------          -          ------           -
<S>                  <C>              <C>        <C>              <C>        <C>              <C>
Tangible (1)         $15,748,869      13.41%      $1,761,983      1.50%      $   N/A
Tier I capital (2)    15,748,869      28.63%          N/A                     3,300,420        6.00%
Core (1)              15,748,869      13.41%       4,698,623      4.00%       5,873,278        5.00%
Risk-weighted (2)     15,968,834      29.03%       4,400,560      8.00%       5,500,700       10.00%
</TABLE>
                                                    
         (1)  To adjusted total assets.             
         (2)  To risk-weighted assets.              
                                                    
                                      -14-          
                                                    
<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 the 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
       
               The annual  meeting of  shareholders  of the  Company was held on
               January  20,  1998 and the  following  matters  were voted  upon:

               Proposal I - Election of directors with terms to expire in 2001.

                                   FOR               WITHHELD   

Herbert A. Davis                 1,206,182            31,285

D. Edward Lauterbach, Jr.        1,206,182            31,285

August J. Seifert                1,205,182            32,285

Herbert W. Spath                 1,205,182            32,285


               Proposal  II - The  ratification  of the  amendment  to  the  WHG
               Bancshares Corporation 1996 Stock Option Plan

                  FOR:              1,058,967
                  AGAINST:            137,810
                  ABSTAIN:              2,810

               Proposal III - The  ratification of the amendment to the Heritage
               Savings Bank, F.S.B. Management Stock Bonus Plan

                  FOR:              1,088,817
                  AGAINST:            128,410
                  ABSTAIN:             15,860
 
Item 5.        Other Information
               Not applicable

Item 6.        Exhibits and Reports on Form 8-K

               a)   10.5 Amendment to the 1996 Stock Option Plan*

                    10.6 Amendment to the Bank's Management Stock Bonus Plan and
                         Trust Agreement*

                    27   Financial Data Schedule (electronic filing only)


                                       -15-
<PAGE>

                    *    Incorporated  by  reference  to  the  definitive  proxy
                         statement for the special  meeting of  shareholders  on
                         January 20, 1998,  filed on December 19, 1997 (file No.
                         0-27606)

               b)   There were no Form 8-K's filed during the quarter.




                                      -16-
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            WHG Bancshares Corporation


Date:    May 12, 1998               By: /s/Peggy J. Stewart
                                        ----------------------------------------
                                        Peggy J. Stewart
                                        President and Chief Executive Officer
                                        (duly authorized officer)


Date:    May 12, 1998               By: /s/Robin L. Taylor
                                        ----------------------------------------
                                        Robin L. Taylor
                                        Controller (chief accounting officer)