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 June 30, 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 August 10, 1998: 1,389,002

Transitional Small Business Disclosure Format (check one)

                            YES                       NO     X
                                   ---                      ---


<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

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

PART I - FINANCIAL INFORMATION

      <S>  <C>                                                                                                         <C>
      Item 1.  Financial Statements.........................................................................................3

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

           Consolidated statements of operations (unaudited) for nine months and three months
           Ended June 30, 1998 and June 30, 1997............................................................................4

           Consolidated statements of cash flows (unaudited) for the nine months
           Ended June 30, 1998 and June 30, 1997..........................................................................5-6

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

      Item 2.  Management's Discussion and Analysis or Plan of Operation................................................10-15


PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings...........................................................................................16

      Item 2.  Changes in Securities.......................................................................................16

      Item 3.  Defaults upon Senior Securities.............................................................................16

      Item 4.  Submission of Matters to a Vote of Security-Holders.........................................................16

      Item 5.  Other Information...........................................................................................16

      Item 6.  Exhibits and Reports on Form 8-K............................................................................16

Signatures.................................................................................................................17

</TABLE>
                                      -2-
<PAGE>
                         PART I - FINANCIAL INFORMATION
 
                  WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                  -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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

<TABLE>
<CAPTION>
                                                                               June 30,      September 30,
                                                                            -------------    -------------
                                                                                 1998            1997
                                                                            -------------    -------------
                                                                              (Unaudited)
     Assets
     ------
<S>                                                                         <C>              <C>          
Cash                                                                        $     986,409    $   1,003,528
Interest bearing deposits in other banks                                        3,255,271        3,898,946
Federal funds sold                                                              3,822,000        3,481,833
Investment securities - available for sale                                     17,994,692             -
Investment securities - held to maturity                                       16,100,000        3,750,000
Mortgage backed securities - held to maturity                                   7,469,127        2,845,210
Loans receivable - net                                                         76,519,219       78,450,370
Accrued interest receivable - loans                                               347,664          374,561
                            - investments                                         573,143           69,230
                            - mortgage backed securities                           42,071           15,998
Premises and equipment - net                                                      835,458          721,932
Federal Home Loan Bank of Atlanta stock, at cost                                1,000,000          753,200
Investment in and loans to affiliated corporation                               2,575,000        2,925,000
Income taxes receivable                                                            62,408             - 
Deferred income taxes                                                             221,611          116,394
Other assets                                                                      163,255          150,517
                                                                            -------------    -------------
Total assets                                                                $ 131,967,328    $  98,556,719
                                                                            =============    =============
     Liabilities and Stockholders' Equity
     ------------------------------------

Liabilities
-----------
   Deposits                                                                 $  89,843,948    $  74,186,112
   Federal Home Loan Bank advances                                             20,000,000        4,000,000
   Advance payments by borrowers for taxes and insurance                        1,782,491          330,671
   Income taxes payable                                                              -              64,284
   Other liabilities                                                              168,411          146,519
                                                                            -------------    -------------
Total liabilities                                                             111,794,850       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                                                  11,519,249       11,390,312
   Retained earnings (substantially restricted)                                 9,544,668        9,381,773
                                                                            -------------    -------------
                                                                               21,202,817       20,911,326
   Unrealized loss on investment securities available for sale                    (45,349)           -
   Employee Stock Ownership Plan                                                 (984,990)      (1,082,193)
                                                                            -------------    -------------
Total stockholders' equity                                                     20,172,478       19,829,133
                                                                            -------------    -------------
Total liabilities and stockholders' equity                                  $ 131,967,328    $  98,556,719
                                                                            =============    =============
</TABLE>

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

                                      -3-
<PAGE>

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

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                           For Nine Months Ended     For Three Months Ended
                                           ---------------------     ----------------------
                                                   June 30,                 June 30,
                                           ---------------------     ----------------------
                                             1998           1997         1998         1997
                                             ----           ----         ----         ----

<S>                                       <C>          <C>          <C>          <C>       
Interest and fees on loans                $4,529,548   $4,432,860   $1,497,085   $1,507,575
Interest on mortgage backed securities       219,283      150,645      126,165       49,536
Interest and dividends on investment
 securities                                  857,792      283,001      543,263      112,811
Other interest income                        458,174      396,261      154,453      131,166
                                          ----------   ----------   ----------   ----------
Total interest income                      6,064,797    5,262,767    2,320,966    1,801,088

Interest on deposits                       2,824,529    2,381,083    1,031,707      801,418
Interest on short-term borrowings            263,058      106,359      121,758       62,210
Interest on long term borrowings             158,078         -         152,568         -
                                          ----------   ----------   ----------   ----------
Total interest expense                     3,245,665    2,487,442    1,306,033      863,628
                                          ----------   ----------   ----------   ----------
Net interest income                        2,819,132    2,775,325    1,014,933      937,460
Provision for loan losses                    180,000       45,644       50,000       15,000
                                          ----------   ----------   ----------   ----------
Net interest income after provision for
 loan losses                               2,639,132    2,729,681      964,933      922,460

Non-Interest Income
-------------------
   Fees and charges on loans                  21,766       18,594        6,935        3,972
   Fees on transaction accounts               47,944       34,812       14,328       12,491
   Other income                               24,492       33,627        8,314        9,513
                                          ----------   ----------   ----------   ----------
Total non-interest income                     94,202       87,033       29,577       25,976

Non-Interest Expenses
---------------------
   Salaries and related expenses           1,204,115    1,157,018      398,516      354,443
   Occupancy                                 115,469      122,256       36,411       37,961
   SAIF deposit insurance premium             35,289       56,477       11,902       11,624
   Depreciation of equipment                  40,429       35,849       17,415       11,960
   Advertising                                84,335       32,706       32,582       15,831
   Data processing costs                      62,219       56,662       22,133       18,408
   Professional services                     135,085      130,569       48,462       43,946
   Other expenses                            276,996      246,636      106,230       76,628
                                          ----------   ----------   ----------   ----------
Total non-interest expenses                1,953,937    1,838,173      673,651      570,801
                                          ----------   ----------   ----------   ----------
                                                                                                 

Income before tax provision                  779,397      978,541      320,859      377,635

Provision for income taxes                   309,632      389,214      123,814      146,325
                                          ----------   ----------   ----------   ----------
Net income                                $  469,765   $  589,327   $  197,045   $  231,310
                                          ==========   ==========   ==========   ==========

Basic earnings per share                  $      .38   $      .41   $      .16   $      .16
                                          ==========   ==========   ==========   ==========

Diluted earnings per share                $      .37   $      .41   $      .15   $      .16
                                          ==========   ==========   ==========   ==========
</TABLE>

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

                                      -4-
<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                             For Nine Months Ended    
                                                                          -----------------------------
                                                                              June 30,        June 30,
                                                                              --------        --------
                                                                                1998            1997
                                                                                ----            ----
<S>                                                                       <C>             <C>         
Operating Activities
         Net income                                                       $    469,765    $    589,327
         Adjustments to Reconcile Net Income to Net
          Cash Provided by Operating Activities
          ------------------------------------------
                  Amortization of discount on mortgage backed
                   securities                                                     (522)           (619)
                  Amortization of premium on mortgage backed
                    securities                                                     185            - 
                  Amortization of deferred loan fees                          (139,062)       (134,094)
                  Loan fees deferred                                           140,923          64,491
                  Decrease in discount on loans purchased                      (16,406)        (15,749)
                  Provision for loan losses                                    180,000          45,644
                  Non-cash compensation under stock-based
                   benefit plans                                               279,553         248,806
                  Increase in accrued interest receivable                     (503,089)        (75,521)
                  Provision for depreciation                                    50,604          45,185
                  (Increase) decrease in deferred income tax                   (45,095)        202,158
                  Increase in prepaid income taxes                             (62,408)           -  
                  (Increase) decrease in other assets                          (12,738)         62,392
                  Decrease in accrued interest payable                             (95)         (1,647)
                  Decrease in income taxes payable                             (64,284)       (202,344)
                  Increase (decrease) in other liabilities                      21,892        (511,284)
                                                                           -----------      ---------- 
                           Net cash provided by operating activities           299,223         316,745

Cash Flows from Investment Activities
-------------------------------------
         Proceeds from maturing interest bearing deposits                    1,759,019         683,000
         Purchases of interest bearing deposits                             (1,568,589)       (295,000)
         Decrease in securities purchased under an
          agreement to resell                                                     -          2,000,000
         Purchase of securities available for sale                         (23,100,050)           - 
         Proceeds from maturing securities - available for sale              5,000,000            - 
         Proceeds from maturing securities - held to maturity                7,000,000       1,000,000
         Purchase of securities - held to maturity                         (19,350,000)     (3,000,000)
         Purchase of mortgage backed securities - held to maturity          (4,958,225)           - 
         Principal collected on mortgage backed securities - held
          to maturity                                                          334,645         113,795
         Net decrease (increase) in shorter term loans                         112,570        (126,398)
         Loans purchased                                                      (203,488)           - 
         Longer term loans originated or acquired                           (9,987,650)     (8,317,894)
         Principal collected on longer term loans                           11,844,264       4,766,724
         Investment in premises and equipment                                 (164,130)        (16,277)
         Purchase of stock in Federal Home Loan Bank
          of Atlanta                                                          (246,800)        (70,400)
         (Increase) decrease on investment in and loans
          to joint ventures                                                    350,000         (50,000)
                                                                           -----------      ---------- 
                           Net cash used by investment  activities         (33,178,434)     (3,312,450)

</TABLE>

                                      -5-
<PAGE>

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

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

                                                                          For Nine Months Ended
                                                                          ---------------------
                                                                          June 30,        June 30,
                                                                          --------        --------
                                                                            1998            1997
                                                                            ----            ----
<S>                                                                     <C>            <C>         
Cash Flows from Financing Activities
         Net (decrease) increase in demand deposits, money
          market, passbook accounts and advances by
          borrowers for taxes and insurance                             $(2,680,914)   $  1,403,341
         Net increase in certificates of deposit                         19,790,552       1,561,501
         Net increase in borrowings                                      16,000,000       4,000,000
         Management Stock Bonus Plan                                           -           (882,927)
         Dividends on stock                                                (306,870)       (216,315)
         Stock repurchase                                                   (53,754)     (2,281,234)
                                                                       ------------    ------------
                           Net cash provided by financing activities     32,749,014       3,584,366
                                                                       ------------    ------------

Increase (decrease) in cash and cash equivalents                           (130,197)        588,661
Cash and cash equivalents at beginning of period                          7,946,628       7,305,109
                                                                       ------------    ------------

Cash and cash equivalents at end of period                             $  7,816,431    $  7,893,770
                                                                       ============    ============

The following is a Summary of Cash and Cash Equivalents:
         Cash                                                          $    986,409    $    617,600
         Interest bearing deposits in other banks                         3,255,271       3,215,642
         Federal funds sold                                               3,822,000       4,455,528
                                                                       ------------    ------------
         Balance of cash items reflected on
          Statement of Financial Condition                                8,063,680       8,288,770

                  Less - certificates of deposit with original
                          maturities of more than three months
                          that are included in interest
                          bearing deposits in other banks                   247,249         395,000
                                                                       ------------    ------------
Cash and cash equivalents reflected on the
 Statement of Cash Flows                                               $  7,816,431    $  7,893,770
                                                                       ============    ============

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

                  Interest                                             $  3,245,570    $  2,489,089
                                                                       ============    ============

                  Taxes                                                $    538,851    $    390,500
                                                                       ============    ============
</TABLE>

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

                                      -6-
<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY
                    -----------------------------------------
                              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 consolidated 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  nine  months  ended  June  30,  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  June 30, 1998, the  Bank obtained the
          following advances:

          Description      Rate          Amount         Maturity
          -----------      ----          ------         --------

         FHLB advances     5.68%       $ 5,000,000      08/26/98
         FHLB advances     5.80%         2,000,000      11/06/98
         FHLB advances     6.02%         1,000,000      12/09/98
         FHLB advances     5.71%         1,000,000      01/08/99
         FHLB advances     5.52%         5,000,000      04/02/03
         FHLB advances     5.51%         6,000,000      03/26/08
                                        ----------
                                       $20,000,000
                                        ==========

                                      -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:


                                Nine Months Ended         Nine Months Ended
                                  June 30, 1998             June 30, 1997
                                ------------------       -------------------
                                Basic      Diluted        Basic      Diluted
                                -----      -------        -----      -------

Net income                  $  469,765   $  469,765   $  589,327   $  589,327

Weighted average shares
 outstanding                 1,230,887    1,230,887    1,433,936    1,433,936

Diluted securities:
   MSBP shares                    -          10,228         -             801
   Options                        -          40,310         -           5,034
                             ---------    ---------    ---------    ---------

Adjusted weighted average
 shares                      1,230,887    1,281,425    1,433,936    1,439,771

Per share amount            $     0.38   $     0.37   $     0.41   $     0.41



                                      -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
                                June 30, 1998             June 30, 1997
                            -----------------------   -----------------------
                               Basic       Diluted      Basic        Diluted
                               -----       -------      -----        -------


Net income                  $  197,045   $  197,045   $  231,310   $  231,310

Weighted average shares
 outstanding                 1,233,748    1,233,748    1,432,676    1,432,676

Diluted securities:
   MSBP shares                    -          10,400         -           2,135
   Options                        -          40,925         -          11,395
                             ---------    ---------    ---------    ---------
Adjusted weighted average
 shares                      1,233,748    1,285,073    1,432,676    1,446,206

Per share amount            $     0.16   $     0.15   $     0.16   $     0.16


                                      -9-
<PAGE>


Item 2
------

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

Financial Condition
-------------------

     Total assets of the Company were $131,967,000 as of June 30, 1998, compared
to  $98,557,000  as of September 30, 1997, an increase of $33,410,000 or 33.90%.
The  increase  was  primarily  attributable  to a  net  increase  in  investment
securities  available  for sale  and  held to  maturity  of  $30,345,000  and an
increase in mortgage  backed  securities of  $4,624,000.  These  increases  were
slightly  offset  by  a  decrease  in  loans  of  $1,931,000.  The  purchase  of
investments  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,  and the funds used to  purchase  higher
yielding  bonds  and  mortgage  backed  securities.  Of the  total  increase  in
investment  securities,  approximately $18.0 million 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  $111,795,000  as of June 30, 1998,
compared to  $78,728,000 as of September 30, 1997, an increase of $33,067,000 or
42.00%.  The  increase  was due to a net  increase in  deposits of  $15,658,000,
Federal Home Loan Bank ("FHLB of Atlanta")  advances of $16,000,000  and advance
payments by borrowers  for taxes and  insurance of  $1,452,000.  The increase in
deposits was due to an increase in certificates of deposit of  $19,791,000,which
was slightly  offset by a decline in other  deposits of  $2,681,000.  During the
quarter  ended June 30, 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  $20,172,000  as of June 30,  1998,  compared  to
$19,829,000  as of September 30 1997, an increase of $343,000.  The increase was
due to net income for the period of $470,000 and the allocation of shares to the
Stock Based  Benefit Plan of $280,000.  The increase was offset by a dividend of
$307,000,  the  repurchase of shares of the Company's own stock of $54,000 and a
net unrealized loss on securities available for sale of $45,000.

Results of Operations

General

     Net income for the nine and three  months  ended June 30, 1998 was $470,000
and  $197,000  respectively,  as compared to $589,000  and $231,000 for the same
period in 1997. The decrease in net income of $119,000 for the nine months ended
June 30, 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 nine and three months ended June 30, 1998 was
$6,065,000 and $2,321,000,  respectively,  compared to $5,263,000 and $1,801,000
for the same periods in 1997,  an increase of $802,000 or 15.24% and $520,000 or
28.87%,  respectively.  The  increase  was  primarily  due  to  an  increase  of
$13,746,000  and$27,207,000 in the average balance of investment  securities for
the nine and three  months ended June 30, 1998.  The weighted  average  yield on
interest-earning  assets was 7.30% and 7.35% for the nine and three months ended
June 30, 1998, as compared to 7.34% and 7.37 for the same periods in 1997.

Interest Expense

     Total  interest  expense for the nine and three  months ended June 30, 1998
was $3,246,000 and $1,306,000, respectively, compared to $2,487,000 and $864,000
for the same  respective  periods in 1997, an increase of $759,000 and $442,000,
respectively.  The increases  resulted  primarily  from increases in the average
dollar amount of deposits of $10,070,000 and $15,738,000,  respectively,  as the
Bank conducted an aggressive  advertising campaign for certificates of deposits.
The  average  yields  paid were  4.60%  and  4.68% for the nine and three  month
periods,  compared  to 4.42% for both 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
$8,547,000 and  $15,180,000,  respectively.  The weighted  average rates paid on
interest-bearing  liabilities were 4.63% and 4.78% for the nine and three months
ended June 30, 1998,  respectively,  as compared to 4.43% and 4.41% for the same
periods in 1997.

Provision for Loan Losses

     The  provision  for loan losses for the nine and three month  periods ended
June 30, 1998 was $180,000 and $50,000, respectively, as compared to $46,000 and
$15,000 for the same respective periods in 1997.

     During the quarter  ended June 30, 1998,  the Bank  increased its allowance
for loan losses by $50,000. Of this increase, $35,000 related to one residential
mortgage  loan in the amount of $273,000.  In May, the property  underlying  the
loan was sold to an independent  third party at a loss of $35,000,  resulting in
the Bank's  reevaluation  of reserves.  The sale is to be ratified in July, 1998
and the Bank will  finance  the new loan at market  conditions.  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:


                                                         June        September
                                                       30, 1998       30, 1997
                                                       ---------     ---------
Balance at beginning of period                         $ 250,000     $ 195,000

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

   Addition to loan loss provision                       180,000        61,000
                                                       ---------     ---------
                                                       $ 354,000     $ 250,000
                                                       =========     =========
Ratio of net charge-offs during the period to
 Average loans outstanding during the period               0.10%          0.01%
                                                       ========      =========

                                                       At  June     At September
                                                       30, 1998       30, 1997 
                                                       ---------     ---------
Loans accounted for on a non-accrual basis:
   Real estate:
      Permanent loans secured by 1-4 dwelling units    $ 776,000     $ 767,000
      Commercial                                            --          70,000
                                                       ---------     ---------
          Total                                        $ 776,000     $ 837,000
                                                       =========     =========

Accruing loans which are contractually past
 due 90 days or more:
    Real estate:
       Permanent loans secured by 1-4 dwelling units   $    -        $    - 
       Commercial                                         81,000          - 
                                                       ---------     ---------
           Total                                       $  81,000     $    - 
                                                       =========     =========
Total non-performing loans                             $ 857,000     $ 837,000
                                                       =========     =========
Total non-accrual loans to net loans                        1.12%         1.07%
                                                       =========     =========
Allowance for loan losses to total non-performing
 loans                                                     41.31%        29.86%
                                                       =========     =========

                                      -12
<PAGE>

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

Other Non-Interest Income

     Other non-interest income for the nine and three months ended June 30, 1998
was $94,000 and $30,000,  respectively,  compared to $87,000 and $26,000 for the
same respective periods in 1997,  increases of $7,000 and $4,000,  respectively.
The  increases  for the nine and three month  periods were  primarily  due to an
increase  in  transaction  accounts of $13,000  and  $2,000,  respectively.  The
increases in fees on  transaction  accounts  were due to  increased  fees on NOW
accounts  and the Bank  installing  an  Automatic  Teller  Machine and  charging
non-customers  for usage.  The increases were partially  off-set by decreases in
other income for the same periods due to the decline of $7,000 in rental income.
In April 1997, the Bank's second floor tenant did not renew their lease.

Non-Interest Expense

     Total  non-interest  expense for the nine and three  months  ended June 30,
1998 was  $1,954,000  and $674,000,  respectively,  compared to  $1,838,000  and
$571,000 for the same respective periods in 1997, increases of $116,000 or 6.31%
and $103,000 or 18.04%, respectively. The increases for the nine and three month
periods  were  the  result  of  increases  in  salaries  and  related  expenses,
advertising,  data processing costs and professional  services.  Those increases
were partially off-set by decreases in SAIF deposit  insurance  premiums for the
nine month period and occupancy and other  expenses for the nine and three month
periods.  The increase in salaries and related  expenses of $47,000 and $44,000,
respectively,  was the result of general merit  increases  and  increased  costs
associated  with the Company's  Employee Stock  Ownership  Plan. The increase in
advertising of $52,000 and $17,000,  respectively, for the nine and three months
ended  June  30,  1998 as  compared  to the  same  period  in 1997 was due to an
aggressive  advertising  campaign for certificates of deposits.  The increase in
data processing costs of $5,557 and $3,725, respectively, for the nine and three
months  ended June 30,  1998 as  compared  to the same period in 1997 was due to
expenses  associated in complying with the Year 2000  requirements.  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.  Occupancy  expense  declined  $6,787  and  $1,550,
respectively,  for the nine and three  months ended June 30, 1998 as compared to
the same  periods  in 1997 due to a decline  in  repairs  and  maintenance.  The
increase in other  expenses of $30,000 for both periods was the result of return
check  losses  of  $24,000.  The  Bank is  pursuing  legal  action  against  the
individuals for repayment of the funds.

     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
$167,000 on these costs and expects to spend an additional  $15,000,  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 nine and three months ended June
30, 1998 was  $310,000  and  $124,000,  respectively,  compared to $389,000  and
$146,000  for the same  periods in 1997,  representing  a decrease of $79,000 or
20.31% and $22,000 or 15.07%,  respectively.  The  changes  were  primarily  the
result of the variations in pretax  income.  The effective tax rate for the nine
and three  months  ended June 30,  1998,  was 39.73% and  38.59%,  respectively,
compared to 39.78% and 38.75% 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 7.07% at June 30,
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 June 30, 1998, the Bank had a line of credit with
the FHLB of Atlanta of $20,000,000 and had outstanding  advances of $20,000,000.
Management  believes it has ample cash flows and  liquidity to meet its loan and
investment commitments in the amount of $3,122,000 as of June 30, 1998.

     The  Company  announced  on July 30, 1998 that the Board of  Directors  had
declared a special  cash  distribution  of $3.00 per  share.  In  addition,  the
Company announced the declaration of the regular quarterly  dividend of $.08 per
share. Both distributions will be paid on September 10, 1998, to shareholders of
record as of August 13, 1998.

     The Company estimates that the entire amount of the $3.00 per share special
distribution  would be treated as a return of  capital  distribution.  The $3.00
return of  capital  would be treated  as a  reduction  in the cost basis of each
share and would not be  subject to income  tax as a  dividend  to  shareholders.
However,  a final  determination  as to an exact amount of the return of capital
portion of the  special  distribution  cannot be made until after  December  31,
1998.


                                      -14-
<PAGE>

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


Liquidity and Capital Resources - Continued

     The following table presents the Bank's capital  position based on the June
30, 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)         $15,999,000      12.21%   $ 1,966,000      1.50%    $   N/A       N/A
Tier I capital (2)    15,999,000      28.33%        N/A          N/A      3,388,000    6.00%
Core (1)              15,999,000      12.21%     3,933,000      3.00%     6,554,000    5.00%
Risk-weighted (2)     16,234,000      28.75%     4,518,000      8.00%     5,647,000   10.00%

</TABLE>

                                                                     
         (1)  To adjusted total assets.
         (2)  To risk-weighted assets.


                                      -15-


<PAGE>

                           PART II. OTHER INFORMATION

Item 1.            Legal Proceedings

                   The registrant is not engaged in any legal proceedings at the

                   present time. From time to time, the Bank is a party to legal

                   proceedings  within the normal course of business  wherein it

                   enforces its security interest in loans made by it, and other

                   matters of a like kind.


Item 2.            Changes in Securities

                   Not applicable.


Item 3.            Defaults Upon Senior Securities

                   Not applicable.


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

                   Not applicable


Item 5.            Other Information

                   Not applicable.


Item 6.            Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
      <S>          <C>    <C>
      (a)          10.1   Amendment to Employment Agreement between the Bank and Peggy J. Stewart

                   10.2   Form of Restated Severance Agreement between the Bank and Robin L. Taylor,

                          Diana L. Rohrback, Nicholas C. Tracht and Daniel J. Gallagher

                   27     Financial Data Schedule (electronic filing only)

      (b) There were no Form 8-K's filed during the quarter.
</TABLE>


                                      -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:    August 10, 1998     By:      /s/Peggy J. Stewart
                                      -------------------

                                      Peggy J. Stewart

                                      President and Chief Executive Officer

                                      (duly authorized officer)




Date:    August 10, 1998     By:      /s/Robin L. Taylor
                                      ------------------

                                      Robin L. Taylor

                                      Controller (chief accounting officer)


                                      -17-