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, 1997

                                       OR

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

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

                           Commission File No. 0-27606


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


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


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


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

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

                 YES      X                NO
                         ---                  ---

   Number of shares of Common Stock outstanding as of July 29, 1997: 1,462,107

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

           Consolidated statements of financial condition at June 30, 1997
           (unaudited) and September 30, 1996...............................................................................3

           Consolidated statements of operations (unaudited) for six months and three months
           Ended June 30, 1997 and June 30, 1996............................................................................4

           Consolidated statements of cash flows (unaudited) for the six months
           Ended June 30, 1997 and June 30, 1996..........................................................................5-6

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

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


PART II - OTHER INFORMATION

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

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

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

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

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

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

Signatures.................................................................................................................20

</TABLE>














                                                             -2-

<PAGE>

                          PART I. FINANCIAL INFORMATION

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

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

                                                                                     June 30             September 30,
                                                                                     -------             -------------
                                                                                       1997                  1996
                                                                                       ----                  ----
                                                                                    (Unaudited)
        Assets
        ------
<S>                                                                                <C>                   <C>         
Cash                                                                               $    617,600          $  1,583,482
Interest bearing deposits in other banks                                              3,215,642             4,076,776
Federal funds sold                                                                    4,455,528             2,427,851
Securities purchased under agreements to resell                                          -                  2,000,000
Other investments - fair value ($4,442,189 and
 $2,385,000, respectively)                                                            4,500,000             2,500,000
Mortgage backed securities - fair value ($2,830,145
 and $2,884,212, respectively)                                                        2,908,822             3,021,998
Loans receivable - net                                                               79,454,062            75,736,786
Accrued interest receivable - loans                                                     390,216               373,792
                            - investments                                               122,516                62,755
                            - mortgage backed
                               securities                                                16,366                17,030
Premises and equipment - net                                                            705,535               734,443
Federal Home Loan Bank of Atlanta stock, at cost                                        753,200               682,800
Investment in and loans to affiliated corporation                                     2,875,000             2,825,000
Prepaid income taxes                                                                      5,198                 5,198
Deferred income taxes                                                                    71,431               273,589
Other assets                                                                            144,222               206,614
                                                                                    -----------           -----------

Total assets                                                                       $100,235,338          $ 96,528,114
                                                                                    ===========           ===========

     Liabilities and Stockholders' Equity
     ------------------------------------
Liabilities
-----------
   Deposits                                                                        $ 73,431,719          $ 72,100,572
   Federal Home Loan Bank advance                                                     4,000,000                -
   Advance payments by borrowers for taxes
    and insurance                                                                     1,954,662               322,610
   Income taxes payable                                                                  35,112               237,456
   Other liabilities                                                                    110,135               621,419
                                                                                    -----------           -----------
Total liabilities                                                                    79,531,628            73,282,057

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock $.10 par value; authorized
    shares; issued and outstanding 1,462,107 and
    1,620,062 shares                                                                    146,211               162,006
   Additional paid-in capital                                                        12,407,093            15,403,857
Retained earnings (substantially restricted)                                          9,284,441             8,911,434
                                                                                    -----------           -----------
                                                                                     21,837,745            24,477,297

Employee Stock Ownership Plan Obligation                                             (1,134,035)           (1,231,240)
                                                                                    -----------           -----------
Total stockholders' equity                                                           20,703,710            23,246,057
                                                                                    -----------           -----------

Total liabilities and stockholders' equity                                         $100,235,338          $ 96,528,114
                                                                                    ===========           ===========
</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,
                                                                      --------                           --------
                                                              1997               1996               1997          1996 
                                                              ----               ----               ----          ----
<S>                                                        <C>                <C>                <C>          <C>       
Interest and fees on loans                                 $4,432,860         $4,313,117         $1,507,575   $1,456,782
Interest on mortgage backed securities                        150,645             97,509             49,536       52,288
Interest and dividends on investment
 securities                                                   283,001            110,360            112,811       56,077
Other interest income                                         396,261            420,459            131,166      199,857
                                                            ---------          ---------          ---------    ---------

Total interest income                                       5,262,767          4,941,445          1,801,088    1,765,004

Interest on deposits                                        2,381,083          2,566,388            801,418      811,486
Interest on short-term borrowings                             106,359             24,592             62,210        2,764
                                                            ---------          ---------          ---------    ---------
Total interest expense                                      2,487,442          2,590,980            863,628      814,250
                                                            ---------          ---------          ---------    ---------

Net interest income                                         2,775,325          2,350,465            937,460      950,754
Provision for loan losses                                      45,644             41,786             15,000       15,000
                                                            ---------          ---------          ---------    ---------
Net interest income after provision for
 loan losses                                                2,729,681          2,308,679            922,460      935,754

Non-Interest Income
-------------------
   Fees and charges on loans                                   22,464             21,921              7,842        8,381
   Fees on transaction accounts                                34,812             37,830             12,491       13,713
   Other income                                                33,627             45,861              9,513       11,591
                                                            ---------          ---------          ---------    ---------
Total non-interest income                                      90,903            105,612             29,846       33,685

Non-Interest Expenses
---------------------
   Salaries and related expenses                            1,160,888            879,563            358,313      304,354
   Occupancy                                                  122,256            108,638             37,961       36,757
   SAIF deposit insurance premium                              56,477            131,069             11,624       42,736
   Depreciation of equipment                                   35,849             53,744             11,960       16,225
   Advertising                                                 32,706             33,316             15,831        8,610
   Data processing costs                                       56,662             57,795             18,408       18,430
   Other expenses                                             377,205            266,774            120,574       99,072
                                                            ---------          ---------          ---------    ---------
Total non-interest expenses                                 1,842,043          1,530,899            574,671      526,184
                                                            ---------          ---------          ---------    ---------

Income before tax provision                                   978,541            883,392            377,635      443,255

Provision for income taxes                                    389,214            337,565            146,325      167,583
                                                            ---------          ---------          ---------    ---------

Net income                                                 $  589,327         $  545,827         $  231,310   $  275,672
                                                            =========          =========          =========   ==========

Net income per share                                       $      .41         $   N/A            $      .17   $   N/A
                                                            =========          =========          =========    =========


</TABLE>

The accompanying notes to consolidated financial statements
  are an integral partof 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,
                                                                                       --------              --------
                                                                                         1997                  1996
                                                                                         ----                  ----
<S>                                                                                 <C>                   <C>        
Operating Activities
--------------------
     Net income                                                                     $   589,327           $   545,827
     Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
      -------------------------------------
         Amortization of discount on mortgage backed
          securities                                                                       (619)                 (386)
         Amortization of deferred loan fees                                            (134,094)             (134,670)
         Loan fees deferred                                                              64,491               193,337
         Decrease in discount on loans purchased                                        (15,749)              (20,349)
         Other amortization                                                              -                    (30,675)
         Provision for loan losses                                                       45,644                41,786
         Non-cash compensation under stock-based
          benefit plans                                                                 248,806                -
         Increase in accrued interest receivable                                        (75,521)              (85,255)
         Provision for depreciation                                                      45,185                61,438
         (Increase) decrease in deferred income tax                                     202,158               (16,603)
         Increase in prepaid income taxes                                                -                    (16,699)
         Decrease in other assets                                                        62,392                52,879
         Decrease in accrued interest payable                                            (1,647)               (3,167)
         (Decrease) increase in income taxes payable                                   (202,344)               20,368
         Decrease in other liabilities                                                 (511,284)              (21,170)
                                                                                     ----------            ----------
              Net cash provided by operating activities                                 316,745               586,661


Cash Flows from Investment Activities
-------------------------------------
     Proceeds from maturing interest bearing deposits                                   683,000             1,076,000
     Purchases of interest bearing deposits                                            (295,000)             (392,000)
     Decrease in securities purchased under an
      agreement to resell                                                             2,000,000                -
     Proceeds from maturing other investments                                         1,000,000               525,000
     Purchase of other investments                                                   (3,000,000)           (8,469,375)
     Purchase of mortgage backed securities                                              -                 (2,614,902)
     Principal collected on mortgage backed securities                                  113,795                94,163
     Net increase in shorter term loans                                                (126,398)             (246,571)
     Longer term loans originated or acquired                                        (8,317,894)          (16,319,043)
     Principal collected on longer term loans                                         4,766,724            11,881,343
     Investment in premises and equipment                                               (16,277)               (1,653)
     Purchase of stock in Federal Home Loan Bank
      of Atlanta                                                                        (70,400)               (3,000)
     (Increase) decrease on investment in and loans
      to joint ventures                                                                 (50,000)              150,000
                                                                                     ----------            ----------
              Net cash used by investment  activities                                (3,312,450)          (14,320,038)

</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,
                                                                                     --------              --------
                                                                                       1997                  1996
                                                                                       ----                  ----
<S>                                                                                 <C>                   <C>        
Cash Flows from Financing Activities
------------------------------------
     Net increase in demand deposits, money
      market, passbook accounts and advances by
      borrowers for taxes and insurance                                             $ 1,403,341           $   952,443
     Net increase (decrease) in certificates of deposit                               1,561,501            (3,215,973)
     Net increase in short-term borrowings                                            4,000,000                -
     Sale of common stock                                                                -                 15,561,004
     Employee Stock Ownership Plan Obligation                                            -                 (1,296,040)
     Management Stock Bonus Plan                                                       (882,927)               -
     Dividends on stock                                                                (216,315)               -
     Stock redemption                                                                (2,281,234)               -
                                                                                     ----------            ----------
              Net cash provided by financing activities                               3,584,366            12,001,434
                                                                                     ----------            ----------

Increase (decrease) in cash and cash equivalents                                        588,661            (1,731,943)
Cash and cash equivalents at beginning of period                                      7,305,109             7,880,281
                                                                                     ----------            ----------

Cash and cash equivalents at end of period                                          $ 7,893,770           $ 6,148,338
                                                                                     ==========            ==========

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

     Cash                                                                           $   617,600           $ 1,120,890
     Interest bearing deposits in other banks                                         3,215,642             3,021,271
     Federal funds sold                                                               4,455,528             2,398,177
                                                                                     ----------            ----------
     Balance of cash items reflected on
      Statement of Financial Condition                                                8,288,770             6,540,338

         Less    - certificates of deposit with original maturities of more than
                 three months that are included in interest
                 bearing deposits in other banks                                        395,000               392,000
                                                                                     ----------            ----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                                            $ 7,893,770           $ 6,148,338
                                                                                     ==========            ==========

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

         Interest                                                                   $ 2,489,089           $ 2,594,147
                                                                                     ==========            ==========

         Taxes                                                                      $   390,500           $   344,000
                                                                                     ==========            ==========
</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 - Business
         --------

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

Note 3 - 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 interim periods are not  necessarily  indicative
          of the results that may be expected for the entire fiscal year.

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

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

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

               Earnings  per  share  of  common  stock  for  the  nine and three
          months  ended June 30,  1997 is  computed  by  dividing  net income by
          1,453,865 and 1,372,881,  respectively, the weighted average number of
          shares  of common  stock  outstanding  for the nine and three  months.
          Included in this amount for the Employee Stock Ownership Plan are only
          the shares that have been allocated.

               Earnings per share amounts for the nine and three  month  periods
          ended June 30, 1996 have not been  presented  because the Bank had not
          converted to stock form as of December 31, 1995.

                                       -7-

<PAGE>



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

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


Note 6 - Reclassification
         ----------------

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

Note 7 - Recent Accounting Pronouncements
         --------------------------------

               FASB  Statement on Earnings  Per  Share - In February  1997,  the
          Financial  Accounting  Standards  Board ("FASB")  issued  Statement of
          Financial  Accounting  Standards No. 128, which will become  effective
          for financial  statements  for both interim and annual  periods ending
          after  December 15, 1997.  This  Statement  establishes  standards for
          computing and disclosing  earnings per share for public companies with
          common stock or potential  common  stock.  The impact of adopting this
          statement  is  not  expected  to  be  material  to  the  Corporation's
          consolidated financial statements.


                                       -8-

<PAGE>
                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2

Financial Condition

        Total assets of the Corporation  were  $100,235,338 as of June 30, 1997,
compared to  $96,528,114  as of September 30, 1996, an increase of $3,707,224 or
3.84%.  The  increase  was  primarily  attributable  to  an  increase  in  other
investments  of  $2,000,000  or 80% and an  increase in loans of  $3,717,276  or
4.91%.  Increases  were  offset by a  decrease  in  securities  purchased  under
agreements to resell of $2,000,000 or 100%.

        Total  liabilities of the  Corporation  were  $79,531,628 as of June 30,
1997,  compared  to  $73,282,057  as of  September  30,  1996,  an  increase  of
$6,249,571  or 8.53%.  The  increase was due to an increase in Federal Home Loan
Bank of Atlanta  advances of $4,000,000  and an increase in advance  payments by
borrowers for taxes and  insurance of  $1,632,052.  Deposits  also  increased by
$1,331,147 or 1.85% for the nine month period ended June 30, 1997. The increases
were  partially  offset by a decrease in income taxes  payable of $202,344 and a
decrease in other liabilities of $511,284.

        Stockholders'  equity was  $20,703,710 as of June 30, 1997,  compared to
$23,246,057  as of September 30, 1996, a decrease of  $2,542,347 or 10.94%.  The
decrease was primarily  the result of the Bank  repurchasing  157,955  shares of
common stock for  approximately  $2,300,000.  The Bank also funded  $845,000 for
64,802 common shares for the Trust of the Management  Stock Bonus Plan ("MSBP").
The  decreases  were also  affected by the payment of  dividends of $216,315 and
were offset by net income of $589,327  for the nine month  period ended June 30,
1997.


                                       -9-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Results of Operations

General

        Net  income  for the nine  and  three  months  ended  June 30,  1997 was
$589,327 and  $231,310,  respectively,  as compared to $545,827 and $275,672 for
the same  period in 1996,  an  increase  of $43,500  or 7.97% and a decrease  of
$44,362  or  16.09%  for the nine and  three  month  periods,  respectively.  An
increase in net interest income in excess of an increase in non-interest expense
primarily  accounted  for the increase in the nine month period while a decrease
in net interest income and an increase in non-interest  expense were the primary
reasons for the decline for the three month period.

        Net  interest  income for the nine and three  months ended June 30, 1997
was  $2,775,325  and  $937,460,  respectively,  as  compared to  $2,350,465  and
$950,754 for the same periods in 1996, an increase of $424,860 or 18.08% for the
nine month period ended June 30, 1997 and a decrease of $13,294 or 1.40% for the
three month period ended June 30, 1997. The increase in the net interest  income
for the nine month period ended June 30, 1997 was attributable to an increase of
$6,368,367  in the  average  interest-earning  assets,  partially  offset  by an
increase in average interest-bearing liabilities of $928,563. The decline in net
interest income for the three month period ended June 30, 1997 was  attributable
to greater  interest  expense from  Federal Home Loan Bank  advances and smaller
average balances of other interest-earning assets held.

        The  Savings  Bank's  net  interest  income is  sensitive  to changes in
interest rates, as the rates paid on its interest-bearing  liabilities generally
change faster than the rates earned on interest-earning assets. As a result, net
interest income will frequently decline in periods of rising interest rates.






                                      -10-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     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, 1997
was  $5,262,767  and  $1,801,088,   respectively,  compared  to  $4,941,445  and
$1,765,004  for the same  periods in 1996,  an increase of $321,322 or 6.50% and
$36,084 or 2.04%, respectively. Interest and fees on loans increased by $119,743
or 2.78% and $50,793 or 3.49% for the nine and three months ended June 30, 1997,
compared  to the same  respective  periods in 1996.  Interest  and fees on loans
increases were  attributable to higher average balances of loans receivable held
of $7,079,567 and $5,806,640 for the nine and three month periods ended June 30,
1997,  compared to the same periods for 1996.  Increases in interest and fees on
loans  were  offset by a decline  in the yield by 52 basis  points  and 32 basis
points for the nine and three month periods  ended June 30, 1997,  from the same
periods in 1996.  Interest  income on mortgage  backed  securities  increased by
$53,136 or 54.49% for the nine month period ended June 30, 1997, compared to the
same  period for 1996,  because the average  balance for the  respective  period
increased by $899,017 in 1997. Interest income on mortgage backed securities for
the three month  period ended June 30, 1997  decreased  by $2,752,  because of a
decline in average balances held of $155,071 from the same period in 1996.

        Interest and dividends on  investments  increased by $172,641 or 156.43%
and $56,734 or 101.17% to  $283,001  and  $112,811  for the nine and three month
periods  ended June 30,  1997,  as compared to $110,360 and $56,077 for the same
periods  in 1996.  The  increase  was  attributable  to a rise in both rates and
average  balances of investments held for the nine and three month periods ended
June 30, 1997. Interest earned on other assets was $396,261 and $131,166 for the
nine and three month  periods ended June 30, 1997,  respectively,  a decrease of
$24,198  or 5.76% and  $68,691  or  34.37%  from the same  period  in 1996.  The
decrease was  attributable  to significant  declines in the average  balances of
other interest-earning  assets held in 1997, compared to those balances held for
the same period in 1996.

        The  weighted  average  yield on  interest-earning  assets was 7.34% and
7.37% for the nine and three month  periods  ended June 30, 1997, as compared to
7.39% and 7.44% for the same periods in 1996.


                                      -11-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Interest Expense

        Total  interest  expense for the nine and three month periods ended June
30, 1997 was  $2,487,442  and $863,628,  compared to $2,590,980 and $814,250 for
the same  respective  periods in 1996,  a decrease  of $103,538 or 4.00% for the
nine month  period  and an  increase  of  $49,378  or 6.06% for the three  month
period.  Total interest  expense  decreased for the nine month period ended June
30, 1997,  compared to the same nine month  period in 1996,  because the average
rates paid on deposits declined by 24 basis points.

        The increase for the three month period was  attributable to an increase
in interest paid for short-term borrowing,  as the Bank borrowed $4,000,000 from
the Federal Home Loan Bank of Atlanta to fund loans and investments.

        The weighted average rates paid  on  interest-bearing  liabilities  were
4.43% and  4.41%  for the nine and three  month  periods  ended  June 30,  1997,
respectively, as compared to 4.67% and 4.48% for the same periods in 1996.

Provision for Loan Losses

        The provision for loan losses for the nine and three month periods ended
June 30, 1997 was $45,644 and $15,000  respectively,  as compared to $41,786 and
$15,000 for the same  periods in 1996.  The amount  increased by $3,858 or 9.23%
for the nine  month  period  and did not  change  for the  three  month  period.
Management  monitors and adjusts its loan loss reserves  based upon its analysis
of the loan portfolio and the relative  status of the real estate market and the
economy in general.  The  Corporation  has  historically  experienced  a limited
amount of loan  charge-offs and  delinquencies.  At June 30, 1997, the allowance
represented .30% of total loans  receivable.  The allowance for loan losses as a
percentage of loans delinquent ninety days or more was 80.54%.



                                      -12-

<PAGE>




                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Other Non-Interest Income

        Other  income for the nine and three month  periods  ended June 30, 1997
was $90,903 and $29,846, respectively,  compared to $105,612 and $33,685 for the
same respective  periods in 1996,  decreases of $14,709 or 13.93% and $3,839 and
11.40%.  The decrease was a result in a decline in  miscellaneous  income from a
prior period,  as the Bank  recovered  approximately  $10,000 from insurance for
storm damage to telephone  equipment for the period ended June 30, 1996. Fees on
transactions  accounts decreased by 7.98% and 8.91% for the nine and three month
periods  ended  June  30,  1997,   compared  to  those  same  periods  in  1996.

Non-Interest Expense

        Total non-interest  expense for the nine and three months ended June 30,
1997 were  $1,842,043  and $574,671,  respectively,  compared to $1,530,899  and
$526,184  for the same  respective  periods in 1996,  increases  of  $311,144 or
20.32%  and  $48,487  and  9.21%.   Salaries  and  related  expenses   increased
considerably  to  $1,160,888  and $358,313 for the nine and three month  periods
ended June 30,  1997,  an  increase  of $281,325 or 31.98% and $53,959 or 17.73%
from  $879,563 and $304,354 for the nine and three month  periods ended June 30,
1996. The increase is due to compensation related to the organization's Employee
Stock  Ownership  Plan  (ESOP) and  Management  Stock Bonus Plan  (MSBP).  These
expenses are  expected to continue to increase in future  periods as a result of
increases in those  benefits.  Professional  services  increased  primarily as a
direct result of the stock  conversion,  which  resulted in additional  services
being required for filings with the Securities and Exchange  Commission and also
with the  implementation of the ESOP and MSBP.  Increases in other expenses were
offset by decreases in deposit insurance premiums to $56,477 and $11,624 for the
nine


                                      -13-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Non-Interest Expense - Continued

and three month period ended June 30, 1997, respectively, a decrease of  $74,592
or  56.91%  and  $31,112  or  72.80%  from  $131,069  and  $42,736  for the same
respective periods in 1996. The rate of SAIF deposit insurance premiums declined
by approximately 70% from the rate in effect to December 31, 1996.

Income Taxes

        The Corporation's income tax expense increased for the nine months ended
June 30, 1997 to $389,214 from $337,565 at June 30, 1996, an increase of $51,649
or 15.30%. The change is attributed to greater pretax income.

Liquidity and Capital Resources

        The  Corporation is required by OTS  regulations  to maintain,  for each
calendar month, a daily average balance of cash and eligible liquid  investments
of not less than 5% of the average daily balance of its net withdrawable savings
and borrowings  (due in one year or less) during the preceding  calendar  month.
This  liquidity  requirement  may be changed from time to time by the OTS to any
amount  within the range of 4% to 10%. The Savings  Bank's  liquidity  ratio was
9.54% at June 30, 1997 and 10.5% at September 30, 1996.

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

        Liquidity  may be adversely  affected by  unexpected  deposit  outflows,
excessive interest rates paid by competitors,  adverse publicity relating to the
savings and loan industry and similar  matters.  For the nine month period ended
June 30, 1997,


                                      -14-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

management  used a portion of cash flows from Federal  Home Loan Bank  advances,
securities   purchased   under  agreement  to  resell  and  cash  to  fund  loan
originations and deposit outflows.  Management  believes it has ample cash flows
and  liquidity to meet its loan  commitments  in the amount of  $2,246,000 as of
June 30, 1997. The Bank has the ability to reduce its  commitments  for new loan
originations and to adjust other cash outflows.

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

        The Federal Deposit  Insurance  Corporation  Improvement Act (FDICIA) of
1991 was signed into law on December 19, 1991, and regulations  implementing the
prompt  corrective  action provisions became effective on December 12, 1992. The
prompt corrective action regulations define specific capital categories based on
an institution's capital ratios. The capital categories, in declining order, are
"well capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically  undercapitalized".  Institutions categorized
as "undercapitalized"  or lower are subject to certain  restrictions,  including
the  requirement  to file a capital  plan with its  primary  federal  regulator,
prohibitions

                                      -15-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

on the payment of  dividends  and  management  fees,  restrictions  on executive
compensation,  and increased supervisory  monitoring,  among other things. To be
considered  "well  capitalized,"  an institution  must generally have a leverage
capital ratio of at least 5%, a tier one risk-based capital ratio of at least 6%
and a total risk-based capital ratio of at least 10%. At June 30, 1997, the Bank
met the  criteria  required  to be  considered  "well  capitalized"  under  this
regulation.

        The following  table presents the Bank's  capital  position based on the
June 30, 1997 financial statements.
<TABLE>
<CAPTION>

                                                                              To Be Well
                                                                           Capitalized Under
                                                        For Capital        Prompt Corrective
                              Actual                 Adequacy Purposes     Action Provisions
                   ------------------------          -----------------     -----------------
                       Amount           %             Amount     %             Amount      %
                       ------           -             ------     -             ------      -
<S>                <C>               <C>          <C>            <C>        <C>         <C>     
Tangible (1)       $15,106,625       15.11%       $ 1,499,274    1.50%      $    N/A      N/A
Tier I capital (2)  15,106,625       31.76%            N/A        N/A        2,854,020   6.00%
Core (1)            15,106,625       15.11%         2,998,549    3.00%       4,997,581   5.00%
Risk-weighted (2)   15,341,625       32.25%         3,805,360    8.00%       4,756,700  10.00%

</TABLE>

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

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

                                             Current Requirements
                                             --------------------

<S>                                              <C>         
Total stockholders' equity                       $ 20,703,710
    Less:  Non-allowable items
Equity of parent company                            5,595,085
Goodwill and other intangible assets                    2,000
Tangible and core capital                          15,106,625
                                                 ------------
                   General valuation allowance        235,000
                                                 ------------
Risk-based capital                               $ 15,341,625
                                                 ============

Total assets                                     $100,235,338
    Less: Non-includable
Asset of parent company                               281,712
Goodwill and other intangible assets                    2,000
                                                 ------------
Tangible and adjusted tangible assets            $ 99,951,626
                                                 ============

Risk-weighted assets                             $ 47,567,000
                                                 ============
</TABLE>


                                      -16-

<PAGE>



                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

        The OTS has adopted an interest rate component to the regulatory capital
requirements.  The rule  requires  additional  capital to be  maintained  if the
Bank's interest rate risk exposure,  measured by the decline in the market value
of the Bank's  net  portfolio  value,  exceeds 2% of assets as a result of a 200
basis point shift in interest rates. As of June 30, 1997, the rule is not yet in
effect and the Bank is not subject to the interest rate risk requirement.

        For the  purpose of  granting  to  eligible  savings  account  holders a
priority  in the event of future  liquidation,  the Bank  established  a special
account at the time of  conversion  to the stock form of  ownership in an amount
equal to its total  retained  earnings at  December  31,  1995.  In the event of
future  liquidation of the Bank (and only in such an event), an eligible account
holder who  continues  to  maintain  his  savings  account  shall be entitled to
receive a  distribution  from the  special  account.  The amount of the  special
account  will  be  decreased  in  an  amount  proportionately  corresponding  to
decreases in the savings  account  balances of eligible  account holders on each
subsequent annual determination date. The balance of the special account at June
30,  1997 is  included in retained  earnings.  No  dividends  may be paid to the
stockholders if such dividends would reduce regulatory capital of the Bank below
the amount required for the special account.

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


                                      -17-

<PAGE>




                           WHG BANCSHARES CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources - Continued

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




                                      -18-

<PAGE>




                           PART II. OTHER INFORMATION

Item 1.            Legal Proceedings

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

Item 2.            Changes in Securities 

                   Not applicable.

Item 3.            Defaults Upon Senior Securities

                   Not applicable.

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

                   Not applicable

Item 5.            Other Information

                   Not applicable.

Item 6.            Exhibits and Reports on Form 8-K

      (a)          Not applicable.

      (b)          Information provided in last Form 10-QSB filed.




                                      -19-

<PAGE>




                                   SIGNATURES

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

                                WHG Bancshares Corporation

Date: July 29, 1997        By:     /s/Peggy J. Stewart
                                      -------------------
                                       Peggy J. Stewart
                                       President and Chief Executive Officer
                                       (duly authorized officer)


Date: July 29, 1997        By:     /s/Robin L. Taylor
                                      ------------------
                                       Robin L. Taylor
                                       Controller (chief accounting officer)





                                      -20-