SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended December 31, 1999

                                       OR

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

For the transition period from __________ to __________.

                           Commission File No. 0-27606


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


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


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


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

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

                          YES      X                NO
                                  ---                      ---

 Number of shares of Common Stock outstanding as of February 1, 2000: 1,285,609

Transitional Small Business Disclosure Format (check one)

                          YES                       NO      X
                                  ---                      ---
<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

                                    Contents
<TABLE>
<CAPTION>
                                                                                       Pages
                                                                                       -----
<S>        <C>                                                                         <C>
PART I - FINANCIAL INFORMATION

      Item 1.  Financial Statements

           Consolidated statements of financial condition at December 31,  1999
           (unaudited) and September 30, 1999............................................3

           Consolidated statements of operations (unaudited) for the three months
           Ended December 31, 1999 and December 31, 1998.................................4

           Consolidated statements of comprehensive income (unaudited)...................5

           Consolidated statements of cash flows (unaudited) for the three months
           Ended December 31, 1999 and December 31, 1998...............................6-7

           Notes to financial statements...............................................8-9

      Item 2.  Management's Discussion and Analysis..................................10-13


PART II - OTHER INFORMATION

      Item 1.  Legal Proceedings........................................................14

      Item 2.  Changes in Securities....................................................14

      Item 3.  Defaults upon Senior Securities..........................................14

      Item 4.  Submission of Matters to a Vote of Security-Holders......................14

      Item 5.  Other Information........................................................14

      Item 6.  Exhibits and Reports on Form 8-K.........................................14

Signatures..............................................................................15
</TABLE>

                                      -2-

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

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

<TABLE>
<CAPTION>
                                                                                      December 31,        September 30,
                                                                                      ------------        -------------
                                                                                          1999               1999
                                                                                          ----               ----
                                                                                      (Unaudited)
<S>                                                                                 <C>                <C>
Assets
Cash                                                                                $   2,882,876      $     1,312,324
Interest bearing deposits in other banks                                                  777,017            3,689,305
Federal funds sold                                                                      1,234,000            2,290,000
Investments available for sale                                                         19,015,756           19,700,713
Other investments held to maturity                                                     15,650,000           15,650,000
Mortgage backed securities                                                             17,642,028           17,983,370
Loans receivable - net                                                                 92,953,237           89,931,326
Foreclosed real estate                                                                          -               13,103
Accrued interest receivable - loans                                                       355,054              389,587
                            - investments                                                 566,017              647,790
                            - mortgage backed securities                                   95,042               96,914
Premises and equipment - net                                                              859,911              838,527
Federal Home Loan Bank of Atlanta stock, at cost                                        1,050,000            1,200,000
Deferred income taxes                                                                   1,116,932              852,384
Prepaid and refundable income taxes                                                        84,718               68,590
Other assets                                                                              249,760              258,632
                                                                                     ------------         ------------
Total assets                                                                         $154,532,348         $154,922,565
                                                                                     ============         ============

     Liabilities and Stockholders' Equity

Liabilities
   Deposits                                                                          $118,452,759         $115,302,487
   Borrowings                                                                          21,000,000           24,000,000
   Advance payments by borrowers for taxes and insurance                                   96,602              315,463
   Income taxes payable                                                                    32,913               49,289
   Other liabilities                                                                      266,576              338,661
                                                                                     ------------         ------------
Total liabilities                                                                     139,848,850          140,005,900

Commitments and contingencies

Stockholders' Equity
   Common stock .10 par value; authorized 1,620,062
    shares; issued and outstanding 1,285,609 shares at
    December 31, 1999 and September 30,1999                                               128,561              128,561
   Additional paid-in capital                                                           6,600,955            6,561,355
   Retained earnings (substantially restricted)                                        10,047,365            9,932,078
   Accumulated other comprehensive loss                                                (1,393,959)            (973,504)
   Employee Stock Ownership Plan                                                         (699,424)            (731,825)
                                                                                     ------------         ------------
Total stockholders' equity                                                             14,683,498           14,916,665
                                                                                     ------------         ------------
Total liabilities and stockholders' equity                                           $154,532,348         $154,922,565
                                                                                     ============         ============
</TABLE>

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

                                       3
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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

                                                         For Three Months Ended
                                                              December 31,
                                                         ----------------------
                                                          1999           1998
                                                          ----           ----

Interest and fees on loans                             $1,772,280     $1,475,263
Interest and dividends on investment
 securities                                               638,294        529,265
Interest on mortgage backed securities                    286,414        172,751
Other interest income                                      78,581        178,266
                                                       ----------     ----------
Total interest income                                   2,775,569      2,355,545

Interest on deposits                                    1,430,789      1,163,392
Interest on short-term borrowings                          24,704        128,584
Interest on long-term borrowings                          269,790        163,577
                                                       ----------     ----------
Total interest expense                                  1,725,283      1,455,553
                                                       ----------     ----------
Net interest income                                     1,050,286        899,992
Provision for loan losses                                  30,000         15,000
                                                       ----------     ----------
Net interest income after provision for
 loan losses                                            1,020,286        884,992

Non-Interest Income
   Fees and charges on loans                                9,419         10,200
   Fees on transaction accounts                            13,510         13,635
   Other commissions and fees                                --           65,335
   Other income                                            12,645          9,063
                                                       ----------     ----------
Total non-interest income                                  35,574         98,233
Non-Interest Expenses
   Salaries and related expenses                          420,960        464,912
   Occupancy                                               34,501         34,983
   FDIC deposit insurance premium                          16,732         13,214
   Depreciation of equipment                               23,000         21,214
   Advertising                                             21,600         14,320
   Data processing costs                                   26,268         23,293
   Professional services                                   54,427         51,802
   Loss on sale of foreclosed real estate                     786           --
   Other expenses                                          95,091         96,901
                                                       ----------     ----------
Total non-interest expenses                               693,365        720,639
                                                       ----------     ----------
Income before tax provision                               362,495        262,586

Provision for income taxes                                139,995        101,452
                                                       ----------     ----------
Net income                                             $  222,500     $  161,134
                                                       ==========     ==========

Basic earnings per share                               $      .19     $      .13
                                                       ==========     ==========
Diluted earnings per share                             $      .19     $      .13
                                                       ==========     ==========

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

                                       4
<PAGE>

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

           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
           -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                             For Three Months Ended
                                                                   December 31,
                                                             ----------------------
                                                                1999         1998
                                                                ----         ----

<S>                                                         <C>          <C>
Net income                                                   $ 222,500    $ 161,134

Unrealized losses on available for sale securities, net of
 tax of $264,548 and $97,810, for the three month periods
 ended December 31, 1999 and 1998, respectively               (420,455)    (155,453)
                                                             ---------    ---------
Comprehensive income (loss)                                  $(197,955)   $   5,681
                                                             =========    =========
</TABLE>


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

                                       5
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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

<TABLE>
<CAPTION>
                                                                         For Three Months Ended
                                                                             December 31,
                                                                         ----------------------
                                                                           1999           1998
                                                                           ----           ----
<S>                                                                  <C>             <C>
Operating Activities
--------------------
     Net income before other comprehensive income                     $    222,500    $    161,134
     Loss on sale of foreclosed real estate                                    786            --

     Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
      -------------------------------------
         Net accretion/amortization of premiums and discounts
          on mortgage backed securities                                        558           2,371
         Amortization of discount on investments available for sale            (46)            (12)
         Amortization of deferred loan fees                                (26,236)        (56,401)
         Loan fees deferred                                                 29,057          39,735
         Decrease in discount on loans purchased                          (106,728)         (4,771)
         Provision for loan losses                                          30,000          15,000
         Non-cash compensation under stock-based
          benefit plans                                                     72,001          88,968
         Proceeds from sale of foreclosed real estate                       12,317            --
         Decrease in accrued interest receivable                           118,178          88,342
         Provision for depreciation                                         31,300          21,214
         Decrease in deferred income taxes                                    --             2,694
         Increase in prepaid income taxes                                  (16,128)        (61,771)
         Decrease in other assets                                            8,872         131,144
         Decrease in accrued interest payable                                 (173)           (100)
         Decrease in income taxes payable                                  (16,376)        (16,780)
         Decrease in other liabilities                                     (72,085)        (62,622)
                                                                      ------------    ------------
              Net cash provided by operating activities                    287,797         348,145

Cash Flows from Investment Activities
-------------------------------------
     Purchases of interest bearing deposits                                   --           (95,000)
     Proceeds from maturities of investments available for sale               --         3,250,000
     Purchase of investments available for sale                               --        (5,513,898)
     Purchase of other investments                                            --        (4,250,000)
     Proceeds from maturing other investments                                 --         4,000,000
     Purchase of mortgage backed securities                                   --        (8,479,853)
     Principal collected on mortgage backed securities                     340,784         442,481
     Net decrease in shorter term loans                                     40,502         124,521
     Longer term loans originated or acquired                           (5,686,353)     (3,984,350)
     Principal collected on longer term loans                            2,697,847       1,381,759
     Redemption of Federal Home Loan Bank of Atlanta stock                 150,000            --
     Investment in premises and equipment                                  (52,684)         (4,211)
     Decrease on investments in and loans to
      joint ventures                                                          --            50,000
                                                                      ------------    ------------
              Net cash used by investment activities                    (2,509,904)    (13,078,551)
</TABLE>

                                       6
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                    For Three Months Ended
                                                                         December 31,
                                                                    ----------------------
                                                                      1999            1998
                                                                      ----            ----
<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                          $   (327,376)   $  1,146,596
     Net increase in certificates of deposit                        3,258,960       4,695,479
     Increase in checks outstanding in excess of
      bank balances                                                      --           185,348
     Decrease in borrowings                                        (3,000,000)           --
     Stock repurchase                                                    --          (113,654)
     Dividends on stock                                              (107,213)       (114,061)
                                                                 ------------    ------------
              Net cash provided (used) by financing activities       (175,629)      5,799,708
                                                                 ------------    ------------
Decrease in cash and cash equivalents                              (2,397,736)     (6,930,698)
Cash and cash equivalents at beginning of period                    7,196,629      14,422,780
                                                                 ------------    ------------
Cash and cash equivalents at end of period                       $  4,798,893    $  7,492,082
                                                                 ============    ============

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
     Cash                                                        $  2,882,876    $     11,085
     Interest bearing deposits in other banks                         777,017       2,653,997
     Federal funds sold                                             1,234,000       4,922,000
                                                                 ------------    ------------
     Balance of cash items reflected on
      Statement of Financial condition                              4,893,893       7,587,082

         Less - certificates of deposit with original
                 maturities of more than three months
                 that are included in interest
                 bearing deposits in other banks                       95,000          95,000
                                                                 ------------    ------------
Cash and cash equivalents reflected on the
 Statement of Cash Flows                                         $  4,798,893    $  7,492,082
                                                                 ============    ============

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

         Interest                                                $  1,741,798    $  1,452,933
                                                                 ============    ============

         Taxes                                                   $    172,500    $    181,800
                                                                 ============    ============
</TABLE>

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

                                       7
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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


Note 1 - Basis of Presentation
         ---------------------

                    The accompanying  unaudited  financial  statements have been
          prepared in accordance with generally accepted  accounting  principles
          for  interim   financial   information  and  in  accordance  with  the
          instructions to Form 10-QSB.  Accordingly,  they do not include all of
          the disclosures  required by generally accepted accounting  principles
          for complete financial statements.  In the opinion of management,  all
          adjustments  necessary  for a  fair  presentation  of the  results  of
          operations  for the interim  periods  presented  have been made.  Such
          adjustments  were  of  a  normal  recurring  nature.  The  results  of
          operations  for the  three  months  ended  December  31,  1999 are not
          necessarily  indicative  of the results  that may be expected  for the
          fiscal  year  September  30,  2000 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, 1999.

Note 2 - 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 3 - Investment Available for Sale
         -----------------------------

                    The amortized cost and fair values of investments  available
          for sale at are as follows:

                                        Gross           Gross
                          Amortized   Unrealized      Unrealized      Fair
                            Cost        Gains           Losses        Value
                            ----        -----           ------        -----
December 31, 1999
-----------------
Equity investments      $   544,324   $      --     $   207,886   $   336,438
Federal Home Loan
 Bank Bonds              17,493,399          --       1,740,168    15,753,231
Federal Home Loan
 Mortgage Corporation
 Bonds                    3,249,064          --         322,977     2,926,087
                        -----------   ---------     -----------   -----------
                        $21,286,787   $      --     $ 2,271,031   $19,015,756
                        ===========   =========     ===========   ===========

                                       8
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------

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



Note 3 - Investment Available for Sale - Continued
         -----------------------------
<TABLE>
<CAPTION>
                                       Gross           Gross
                         Amortized   Unrealized       Unrealized      Fair
                            Cost       Gains           Losses         Value
                            ----       -----           ------         -----
<S>                    <C>           <C>           <C>           <C>
September 30, 1999
------------------
Equity investments      $   544,324   $      --     $   192,136   $   352,188
Federal Home Loan
 Bank Bonds              17,493,370          --       1,171,721    16,321,649
Federal Home Loan
 Mortgage Corporation
 Bonds                    3,249,047          --         222,171     3,026,876
                        -----------   ----------    -----------   -----------
                        $21,286,741   $      --     $ 1,586,028   $19,700,713
                        ===========   ==========    ===========   ===========
</TABLE>

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

                    Basic EPS is computed by dividing net income by the weighted
          average  number  of  common  shares  outstanding  for the  appropriate
          period.  Unearned ESOP shares are not included in outstanding  shares.
          Diluted EPS is computed by dividing net income by the weighted average
          shares  outstanding  as  adjusted  for the  dilutive  effect  of stock
          options  and  unvested  stock  awards  based on the  "treasury  stock"
          method.  Information  relating to the  calculations  of net income per
          share of common stock is summarized  for the quarters  ended  December
          31, as follows:

                                                            1999         1998
                                                            ----         ----

          Net income before other comprehensive income  $  222,500   $  161,134
                                                         =========    =========

          Weighted Average Shares
             Outstanding basic EPS                       1,161,507    1,246,050
          Dilutive Items
             Stock options                                       -            -
             Unvested stock awards                               -       42,658
                                                         ---------    ---------
          Adjusted weighted average shares
           used for dilutive EPS                         1,161,507    1,288,708
                                                         =========    =========

                                       9
<PAGE>
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words "believes", "anticipates",  "contemplates", "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include changes in interest  rates,  the ability to control costs
and expenses,  year 2000 issues and general economic conditions.  WHG Bancshares
Corporation  undertakes  no  obligation  to publicly  release the results of any
revisions  to those  forward-looking  statements  which  may be made to  reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

         Since we conduct no  significant  business other than owning all of the
common stock of Heritage Savings Bank, F.S.B.  ("Heritage Savings"),  references
in  this  discussion  to  "we,"  "us,"  and  "our,"  refer  collectively  to WHG
Bancshares Corporation and Heritage Savings.

Overview

          For the three months ended December 31, 1999,  our earnings  increased
$62,000 to $223,000,  or $.19 diluted earnings per share, from $161,000, or $.13
diluted  earnings  per share,  for the  comparative  1998  period.  Our earnings
increased  primarily due to an increase in core earnings  offset by a decline in
non-interest income.

Financial Condition

         Our total  consolidated  assets at December  31,  1999 of  $154,532,000
remained relatively  unchanged from September 30, 1999. At December 31, 1999, we
used approximately $ 2,912,000 of our  interest-bearing  deposits in other banks
and $1,056,000 of federal funds sold primarily to fund net loan  originations of
$3,022,000   and  to  increase  cash  to  meet  potential  Year  2000  liquidity
requirements. Subsequent to December 31, 1999, the funds used for year 2000 were
reinvested into federal funds sold.



                                       10


<PAGE>



         During the quarter ended December 31, 1999, we used funds received from
the increase in  certificates  of deposits to decrease  $3,000,000 of borrowings
(short term FHLB  advances).  During fiscal 1999,  such  borrowings were used to
fund the acquisition of assets of Bankers Affiliate, Inc.

         At  December  31,  1999,  our  net  worth   decreased  by  $234,000  to
$14,683,000 from  $14,917,000  at  September  30, 1999.  The decrease  primarily
reflects the $420,000 increase in accumulated other comprehensive loss offset by
net income of $223,000.  The increase in accumulated  other  comprehensive  loss
resulted from the fluctuation in market value of our investment in available for
sale  securities.  Because  of  interest  rate  volatility,   accumulated  other
comprehensive loss and stockholders'  equity could materially fluctuate for each
interim  period  and  year-end  period.  The  decrease  in  market  value of the
investment  securities  available for sale is considered temporary in nature and
will not affect our net income until the  securities  are sold.  We plan to hold
these  securities  until maturity or until the market values of these securities
increase.  Accordingly, we do not expect, though there is no assurance, that our
investment in these  securities  will affect net income in future  periods.  See
Note 3 to the consolidated financial statements.

Results of Operations

Net Interest Income

         Net interest  income  increased  $150,000 to  $1,050,000  for the three
months ended December 31, 1999 from $900,000 for the comparable 1998 period. The
interest  rate  spread,  which is the  difference  between  the yield on average
interest-earning  assets and the  percentage  cost of  average  interest-bearing
liabilities,  increased  for the three months  ended  December 31, 1999 to 2.47%
from 2.22% for the comparable 1998 period.  The increase in interest rate spread
is  primarily  the result of an  increase  in the  average  yield on  investment
securities and mortgage-backed securities.

Interest Income

          Interest and fees on loans  increased  $297,000 to $1,772,000  for the
three months ended December 31, 1999 from  $1,475,000  for the  comparable  1998
period.  The increase was the result of an increase in the average dollar amount
of loans  outstanding  at December  31, 1999 of  $15,621,000.  Such  increase in
average  loans at December 31, 1999 reflects the purchase of loans from Banker's
Affiliate  in April  1999  combined  with new loan  originations.  For the three
months ended  December 31, 1999,  the average  yield on average  loans  remained
relatively unchanged from the comparable 1998 period.

         Interest  and  dividend  income  on  investment   securities  increased
$109,000 to $638,000 for the three months ended  December 31, 1999 from $529,000
for the  comparable  1998 period.  The increase was the result of an increase in
the average dollar amount of investment  securities  outstanding at December 31,
1999 of  $3,890,000,  coupled with an increase in the average  yield of 52 basis
points to 7.08% for the three months ended  December 31, 1999 from 6.56% for the
comparable 1998 period.

                                       11
<PAGE>


         Interest income on mortgage  backed  securities  increased  $113,000 to
$286,000  for the three months  ended  December  31, 1999 from  $173,000 for the
comparable  1998  period.  The  increase  was the result of an  increase  in the
average dollar amount of mortgage backed securities  outstanding at December 31,
1999 of  $5,422,000,  coupled with an increase in the average  yield of 84 basis
points to 6.45% for the three  months  ended 1999 from 5.61% for the  comparable
1998 period.

         Other interest income decreased $99,000 to $79,000 for the three months
ended  December 31, 1999 from  $178,000  for the  comparable  1998  period.  The
decrease  was the result of a decrease  in the  average  dollar  amount of other
interest  earning  assets of  $6,510,000  at December  31, 1999.  Other  average
interest bearing assets decreased due to the use of interest bearing deposits in
other banks to fund loan  originations and the use of federal funds sold to fund
our cash reserve for year 2000  liquidity.  Additionally,  at December 31, 1998,
other  average  interest  bearing  assets  included a loan  payable to  Banker's
Affiliate of $2,500,000, which was repaid in April 1999.

Interest Expense

         Total interest expense  increased  $269,000 to $1,725,000 for the three
months ended December 31, 1999 from  $1,456,000 for the comparable  1998 period.
The increase  resulted from the rise in the average dollar amount of certificate
of deposits of  $20,739,000  at December  31, 1999 . The  increase  was slightly
offset by an  annualized  decrease of 20 basis  points paid on  certificates  of
deposits as older, higher-yielding deposits were replaced.

Provision for Loan Losses

         The provision  for loan losses for the three months ended  December 31,
1999 increased  $15,000 to $30,000 from $15,000 for the comparable  1998 period.
The increase was primarily due to the overall increase in the loan portfolio and
the mix of the loan  portfolio.  We  continually  evaluate  the  adequacy of the
allowance for loan losses, which encompasses the overall risk characteristics of
the various  portfolio  segments,  past  experience  with losses,  the impact of
economic  conditions  on borrowers  and other  relevant  conditions.  Management
continues to offer a wider variety of loan  products  coupled with the continued
success of changing the mix of the products offered in the loan portfolio - from
lower yielding loans (i.e.,  one-to four family loans) to higher  yielding loans
(i.e.,  multi-family,  non-residential  commercial,  construction,  and consumer
loans).  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, if any, that we might incur in the future due to the higher
degree  of risk  which  might  result  from  the  change  in the mix of the loan
portfolio.

                                       12
<PAGE>



Non-Interest Income and Non-interest Expense

         Non-interest  income decreased  $62,000 to $36,000 for the three months
ended  December 31, 1999 from  $98,000 for the  comparable  1998  period.  Total
non-interest  expenses  decreased $28,000 to $693,000 for the three months ended
December 31, 1999 from $721,000 for the  comparable  1998 period.  Such decrease
was  primarily  the  result  of a  decrease  in other  commissions  and fees and
salaries  and  related  benefits  due  to  the  closing  of  operations  of  our
subsidiary, Mapleleaf Mortgage Corporation, in March 1999.


Provision for Income Taxes

         The provision for income taxes increased  $39,000 for the quarter ended
December 31, 1999, as compared to the same quarter in 1998.  The increases  were
the result of an increase in net income. The effective tax rate for both periods
was 38.6%.

Year 2000

         Like many financial  institutions,  we rely on computers to conduct our
business and information  systems  processing.  Industry  experts were concerned
that on January 1, 2000,  some computers  might not be able to interpret the new
year properly,  causing  computer  malfunctions.  Some banking  industry experts
remain  concerned  that some  computers may not be able to interpret  additional
dates in the year 2000  properly.  We have  operated and  evaluated our computer
operating  systems  following January 1, 2000 and have not identified any errors
or experienced any computer system malfunctions. We will continue to monitor our
information systems to assess whether our systems are at risk of misinterpreting
any future dates and will develop, if needed,  appropriate  contingency plans to
prevent any potential system malfunction or correct any system failures. We have
not  been  informed  of any  such  problem  experienced  by our  vendors  or our
customers.

         However, it is too soon to conclude that there will not be any problems
arising from the Year 2000 problem.  We will continue to monitor our significant
vendors  of goods and  services  and  customers  with  respect  to any Year 2000
problems they may encounter,  as those issues may effect our ability to continue
operations,  or might  adversely  affect  our  financial  position,  results  of
operations and cash flows.  At this time, we do not believe that these potential
problems will materially impact the ability to continue our operations or effect
our financial  statements.  However, no assurance can be given that this will be
the case.

                                       13
<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

                   None.

Item 3.            Defaults Upon Senior Securities

                   Not applicable.

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

                   None.

Item 5.            Other Information

                   Not applicable.

Item 6.            Exhibits and Reports on Form 8-K

                   (a) List of Exhibits:
                        3(i)   Articles of Incorporation of WHG Bancshares
                                 Corporation*
                        3(ii)  Amended Bylaws of WHG Bancshares Corporation****
                       10.1    Amendment to Employment Agreement with
                                 Peggy J. Stewart**
                       10.2    Restated Severance Agreement with
                                 Robin L. Taylor**
                       10.3    Restated Severance Agreement with
                                 Diana Rohrback**
                       10.4    Amendment to the 1996 Stock Option Plan***
                       10.5    Amendment to Management Stock Bonus Plan and
                                 Trust Agreement***
                       10.6    Form of Directors Change In Control Severance
                                 Plan****
                       27      Financial Data Schedule (electronic filing only)

      _____________________
     *    Incorporated  by reference to the  registration  statement on Form S-1
          (File No. 33-80487) declared effective by the SEC on February 7, 1996.
     **   Incorporated by reference to the June 30, 1998 Form 10-QSB filed.
     ***  Incorporated  by  reference  to the  proxy  statement  for the  annual
          meeting of  stockholders  filed with the SEC on or about  December 19,
          1997.
     **** Incorporated  by  reference  to the Form  10-KSB  for the  year  ended
          September 30, 1999.

      (b)          Not applicable

                                       14
<PAGE>

                                   SIGNATURES

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

                                 WHG Bancshares Corporation

Date:    February 10, 2000       By:      /s/Peggy J. Stewart
                                          --------------------------------------
                                          Peggy J. Stewart
                                          President and Chief Executive Officer
                                          (duly authorized officer)


Date:    February 10, 2000       By:      /s/Robin L. Taylor
                                          --------------------------------------
                                          Robin L. Taylor
                                          Controller (chief accounting officer)

                                       15