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, 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 August 1, 1999: 1,353,109

Transitional Small Business Disclosure Format (check one)

                                  YES       NO X
                                     ---      ---

<PAGE>


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

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

<TABLE>
<CAPTION>



                                                                                     June 30,           September 30,
                                                                                     --------           -------------
                                                                                       1999                  1998
                                                                                       ----                  ----
                                                                                   (Unaudited)
        Assets
        ------
<S>                                                                                <C>                  <C>
Cash                                                                                 $    835,111         $  1,179,349
Interest bearing deposits in other banks                                                2,383,086            9,849,431
Federal funds sold                                                                      5,263,000            3,394,000
Investments available for sale                                                         20,122,422           15,191,491
Other investments held to maturity                                                     15,300,000           14,600,000
Mortgage backed securities                                                             18,447,277            7,275,803
Loans receivable - net                                                                 86,682,421           75,357,978
Accrued interest receivable - loans                                                       354,096              365,022
                              - investments                                               555,372              581,865
                              - mortgage backed securities                                 99,458               40,979
Premises and equipment - net                                                              858,370              876,926
Federal Home Loan Bank of Atlanta stock, at cost                                        1,150,000            1,000,000
Investment in and loans to affiliated corporation                                            -               2,575,000
Investment in foreclosed real estate                                                       13,103                 -
Deferred income taxes                                                                     598,558              170,695
Prepaid and refundable income taxes                                                       149,459              131,353
Other assets                                                                              252,103              286,580
                                                                                      -----------          -----------

Total assets                                                                         $153,063,836         $132,876,472
                                                                                      ===========          ===========

     Liabilities and Stockholders' Equity
     ------------------------------------

Liabilities
-----------
   Deposits                                                                          $112,436,133         $ 95,065,922
   Checks outstanding in excess of bank balance                                            51,641               11,077
   Borrowings                                                                          23,000,000           20,937,168
   Advance payments by borrowers for taxes and insurance                                1,724,421              314,125
   Income taxes payable                                                                      -                  16,780
   Other liabilities                                                                      244,206              288,684
                                                                                      -----------          -----------
Total liabilities                                                                     137,456,401          116,633,756

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062
    shares; issued and outstanding 1,353,109 shares at June
    30, 1999 and 1,389,002 shares at September 30,1998                                    135,310              138,900
   Additional paid-in capital                                                           7,153,336            7,392,663
   Retained earnings (substantially restricted)                                         9,851,783            9,651,860
   Accumulated other comprehensive income, net of taxes                                  (714,630)             (25,140)
                                                                                      -----------          -----------
                                                                                       16,425,799           17,158,283
   Employee Stock Ownership Plan                                                         (818,364)            (915,567)
                                                                                      -----------          -----------
Total stockholders' equity                                                             15,607,435           16,242,716
                                                                                      -----------          -----------

Total liabilities and stockholders' equity                                           $153,063,836         $132,876,472
                                                                                      ===========          ===========
</TABLE>

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

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                               For Nine Months Ended             For Three Months Ended
                                                                       June 30,                         June 30,
                                                            ----------------------------     ------------------------------
                                                                1999            1998             1999              1998
                                                                ----            ----             ----              ----
<S>                                                        <C>             <C>              <C>               <C>
Interest and fees on loans                                   $4,620,548      $4,529,548       $1,665,132        $1,497,085
Interest on mortgage backed securities                          743,563         219,283          300,203           126,165
Interest and dividends on investment
 securities                                                   1,731,214         857,792          622,598           543,263
Other interest income                                           409,357         458,174           77,766           154,453
                                                              ---------       ---------        ---------         ---------

Total interest income                                         7,504,682       6,064,797        2,665,699         2,320,966

Interest on deposits                                          3,780,062       2,824,529        1,351,146         1,031,707
Interest on short-term borrowings                               288,651         263,058           72,526           121,758
Interest on long term borrowings                                588,780         158,078          236,878           152,568
                                                              ---------       ---------        ---------         ---------
Total interest expense                                        4,657,493       3,245,665        1,660,550         1,306,033
                                                              ---------       ---------        ---------         ---------

Net interest income                                           2,847,189       2,819,132        1,005,149         1,014,933
Provision for loan losses                                        45,000         180,000           15,000            50,000
                                                              ---------       ---------        ---------         ---------
Net interest income after provision for
 loan losses                                                  2,802,189       2,639,132          990,149           964,933

Non-Interest Income
   Fees and charges on loans                                     29,163          21,766           10,261             6,935
   Fees on transaction accounts                                  40,373          47,944           12,399            14,328
   Gain on sale of investments                                    4,371            -               4,371              -
   Other commissions and fees                                    81,975         119,502             -               50,269
   Other income                                                  27,321          24,492            9,221             8,314
                                                              ---------       ---------        ---------         ---------
Total non-interest income                                       183,203         213,704           36,252            79,846

Non-Interest Expenses
   Salaries and related expenses                              1,354,938       1,323,617          438,580           448,785
   Occupancy                                                    121,013         127,856           41,786            39,693
   SAIF deposit insurance premium                                42,356          35,289           14,736            11,902
   Depreciation of equipment                                     64,193          40,429           22,006            17,415
   Advertising                                                   51,670          84,335           16,574            32,582
   Data processing costs                                         77,798          62,219           27,743            22,133
   Professional services                                        125,062         135,085           37,634            48,462
   Other expenses                                               257,337         264,609           71,853           102,948
                                                              ---------       ---------        ---------         ---------
Total non-interest expenses                                   2,094,367       2,073,439          670,912           723,920
                                                              ---------       ---------        ---------         ---------

Income before tax provision                                     891,025         779,397          355,489           320,859

Provision for income taxes                                      352,489         309,632          128,177           123,814
                                                              ---------       ---------        ---------         ---------

Net income                                                   $  538,536      $  469,765       $  227,312        $  197,045
                                                              =========       =========        =========         =========

Basic earnings per share                                     $      .44      $      .38       $      .18        $      .16
                                                              =========       =========        =========         =========

Diluted earnings per share                                   $      .44      $      .37       $      .18        $      .15
                                                              =========       =========        =========         =========

</TABLE>

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

<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                         For Nine Months Ended
                                                                   ---------------------------------
                                                                     June 30,             June 30,
                                                                     --------             --------
                                                                       1999                 1998
                                                                       ----                 ----
<S>                                                               <C>                   <C>
Net income                                                          $  538,536           $  469,765

Unrealized holding losses, net of tax of $438,197 and $28,553
 for the nine month periods ended June 30, 1999 and 1998,
 respectively                                                         (686,848)             (45,349)

Reclassification adjustment for gains included in net
 income, net of tax of $1,729 for the nine month period
 ended June 30, 1999                                                    (2,642)                -
                                                                      --------              -------

Comprehensive income (loss)                                          $(150,954)          $  424,416
                                                                      ========             ========

</TABLE>

<TABLE>
<CAPTION>

                                                                         For Three Months Ended
                                                                   ---------------------------------
                                                                     June 30,             June 30,
                                                                     --------             --------
                                                                       1999                 1998
                                                                       ----                 ----
<S>                                                               <C>                   <C>
Net income                                                          $  227,312           $  197,045


Unrealized holding (losses)/gains net of tax of $218,161
 and $3,316 for the three month periods ended June 30,
 1999 and 1998, respectively                                          (337,137)               5,266

Reclassification adjustment for gains included in net
 income, net of tax of $1,729 for the three month period
 ended June 30, 1999                                                    (2,642)                -
                                                                      --------            ---------

Comprehensive income (loss)                                         $ (112,467)          $  202,311
                                                                      ========            =========

</TABLE>








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

<PAGE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          For Nine Months Ended
                                                                                          ---------------------
                                                                                       June 30,             June 30,
                                                                                       --------             --------
                                                                                         1999                 1998
                                                                                         ----                 ----
Operating Activities
--------------------
<S>                                                                                <C>                 <C>
     Net income                                                                      $    538,536        $     469,765
     Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities
     ------------------------------------------
         Gain on sale of investment available for sale                                     (4,371)                -
         Net accretion/amortization of premiums and
          discounts on mortgage backed securities                                           4,787                 (337)
         Amortization of deferred loan fees                                              (136,077)            (139,062)
         Loan fees deferred                                                               131,236              140,923
         Decrease in discount on loans purchased                                          (14,289)             (16,406)
         Other amortization                                                                  (100)                -
         Provision for loan losses                                                         45,000              180,000
         Non-cash compensation under stock-based
          benefit plans                                                                   263,782              279,553
         Increase in accrued interest receivable                                          (21,060)            (503,089)
         Loans sold                                                                       500,000                 -
         Loans originated for sale                                                       (500,000)                -
         Provision for depreciation                                                        74,369               50,604
         (Increase) decrease in deferred income tax                                         6,022              (45,095)
         Increase in prepaid income taxes                                                 (18,106)             (62,408)
         (Increase) decrease in other assets                                               36,447              (12,738)
         Increase (decrease) in accrued interest payable                                       10                  (95)
         Decrease in income taxes payable                                                 (16,780)             (64,284)
         Increase (decrease) in other liabilities                                         (44,478)              21,892
                                                                                    -------------         ------------
              Net cash provided by operating activities                                   844,928              299,223

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from maturing interest bearing deposits                                        -               1,759,019
     Purchases of interest bearing deposits                                               (95,000)          (1,568,589)
     Purchase of securities available for sale                                         (9,487,272)         (23,100,050)
     Proceeds from sales and maturities of investments
      available for sale                                                                3,437,496            5,000,000
     Proceeds from maturing investments held to maturity                                7,250,000            7,000,000
     Purchase of investments held to maturity                                          (7,950,000)         (19,350,000)
     Purchase of mortgage backed securities - held to maturity                        (12,473,993)          (4,958,225)
     Principal collected on mortgage backed securities - held
      to maturity                                                                       1,297,732              334,645
     Net decrease in shorter term loans                                                    41,272              112,570
     Loans purchased                                                                     (207,279)            (203,488)
     Longer term loans originated or acquired                                         (14,302,155)          (9,987,650)
     Principal collected on longer term loans                                          10,437,887           11,844,264
     Acquisition of Bankers Affiliate, Inc., principally loans                         (4,836,311)                -
     Investment in premises and equipment                                                 (54,672)            (164,130)
     Purchase of stock in Federal Home Loan Bank
      of Atlanta                                                                         (150,000)            (246,800)
     Decrease in investment in and loans to joint ventures                                 75,000              350,000
                                                                                    -------------         ------------
         Net cash used by investment activities                                       (27,017,295)         (33,178,434)

</TABLE>

<PAGE>


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

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


<TABLE>
<CAPTION>

                                                                          For Nine Months Ended
                                                                    -----------------------------------
                                                                      June 30,             June 30,
                                                                      --------             --------
                                                                        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                             $  2,300,757         $ (2,680,914)
     Net increase in certificates of deposit                          16,479,740           19,790,552
     Increase in checks outstanding in excess of bank balance             40,564                 -
     Net increase in borrowings                                        2,062,832           16,000,000
     Dividends on stock                                                 (338,613)            (306,870)
     Stock repurchase                                                   (409,496)             (53,754)
                                                                      ----------           ----------
              Net cash provided by financing activities               20,135,784           32,749,014
                                                                      ----------           ----------

Decrease in cash and cash equivalents                                 (6,036,583)            (130,197)
Cash and cash equivalents at beginning of period                      14,422,780            7,946,628
                                                                      ----------           ----------

Cash and cash equivalents at end of period                          $  8,386,197         $  7,816,431
                                                                      ==========           ==========

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
     Cash                                                           $    835,111         $    986,409
     Interest bearing deposits in other banks                          2,383,086            3,255,271
     Federal funds sold                                                5,263,000            3,822,000
                                                                      ----------           ----------
     Balance of cash items reflected on
      Statement of Financial Condition                                 8,481,197            8,063,680

         Less -  certificates of deposit with original
                 maturities of more than three months
                 that are included in interest
                 bearing deposits in other banks                          95,000              247,249
                                                                      ----------           ----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                            $  8,386,197         $  7,816,431
                                                                      ==========           ==========

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

         Interest                                                   $  4,620,854         $  3,245,570
                                                                      ==========           ==========

         Taxes                                                      $    516,800         $    538,851
                                                                      ==========           ==========
     Transfer from investment in and loans to joint ventures
       to loans receivable                                          $  2,500,000         $       -
                                                                      ==========           ==========
</TABLE>


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

<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 nine months ended June 30, 1999 are not necessarily
          indicative  of the results that may be expected for the entire  fiscal
          year September 30, 1999 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, 1998.

               On April 1, 1999,  the Bank paid $5.0 million in cash and assumed
          the  remaining  assets  and  liabilities  of Bankers  Affiliate,  Inc.
          ("BA").  Prior to the purchase,  the Bank had a 33-1/3%  investment in
          BA.  The  purchase  of BA  increased  the  Bank's  loan  portfolio  by
          approximately $7.3 million.

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.

<PAGE>

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

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


Note 3 - Investments Available for Sale
         ------------------------------

               The amortized cost and fair values of  investments  available for
          sale at June 30, 1999 and September 30, 1998 are as follows:

<TABLE>
<CAPTION>
                                                                         Gross              Gross
                                                    Amortized         Unrealized          Unrealized           Fair
                                                      Cost               Gains              Losses             Value
                                                 --------------     -------------        ------------      --------------

<S>                                            <C>                  <C>                <C>               <C>
             June 30, 1999
             -------------
             Equity investments                   $    544,323       $       -           $   146,636        $    397,688
             Federal Home Loan
              Mortgage Corporation
              Bonds                                  3,249,031               -               164,499           3,084,532
             Federal Home Loan
              Bank - Bonds                          17,493,341               -               853,139          16,640,202
                                                    ----------        -----------          ---------          ----------
                                                  $ 21,286,695       $       -           $ 1,164,274        $ 20,122,422
                                                    ==========        ===========          =========          ==========

             September 30, 1998
             ------------------
             Equity investments                   $    727,448       $       -           $   165,823        $    561,625
             Federal Home Loan
              Bank - Bonds                          14,505,000            124,866               -             14,629,866
                                                    ----------        -----------          ---------          ----------
                                                  $ 15,232,448       $    124,866        $   165,823        $ 15,191,491
                                                    ==========        ===========          =========          ==========
</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

<PAGE>

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

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


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

          relating to the  calculations  of net income per share of common stock
          is  summarized  for the nine and three month periods ended June 30, as
          follows:

<TABLE>
<CAPTION>


                                                                 Nine Months Ended                 Nine Months Ended
                                                                   June 30, 1999                      June 30, 1998
                                                          -----------------------------       ----------------------------

                                                             Basic             Diluted          Basic             Diluted
                                                             -----             -------          -----             -------
<S>                                                     <C>                <C>              <C>              <C>
           Net income                                     $   538,536        $  538,536       $  469,765       $   469,765

           Weighted average shares
            outstanding                                     1,238,004         1,238,004        1,230,887         1,230,887

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

           Adjusted weighted average
            shares                                          1,238,004         1,238,004        1,230,887         1,281,425

           Per share amount                               $      0.44        $     0.44       $     0.38       $      0.37

</TABLE>

<TABLE>
<CAPTION>
                                                                Three Months Ended                 Three Months Ended
                                                                   June 30, 1999                      June 30, 1998
                                                          -----------------------------       ----------------------------

                                                             Basic             Diluted          Basic             Diluted
                                                             -----             -------          -----             -------
<S>                                                     <C>                <C>              <C>              <C>
           Net income                                     $   227,312        $  227,312       $  197,045       $   197,045

           Weighted average shares
            Outstanding                                     1,237,398         1,237,398        1,233,748         1,233,748

           Diluted securities:
              MSBP shares                                      -                 -                -                 10,400
              Options                                          -                 -                -                 40,925
                                                           ----------        ----------        ---------        ----------

           Adjusted weighted average
            shares                                          1,237,398         1,237,398        1,233,748         1,285,073

           Per share amount                               $      0.18        $     0.18       $     0.16       $      0.15

</TABLE>

Note 5 - Reclassification
         ----------------

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


<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,  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.

Overview

         For the quarter ended June 30, 1999,  the Company earned  $227,000,  or
$.18  diluted  earnings per share,  as compared to net earnings of $197,000,  or
$.15 diluted earnings per share, for the comparative 1998 quarter.  For the nine
months  ended June 30,  1999,  the  Company  earned  $539,000,  or $.44  diluted
earnings per share,  as compared to net  earnings of  $470,000,  or $.37 diluted
earnings per share, for the comparable 1998 period.

Financial Condition

         Total  assets of the Company  were  $153,064,000  as of June 30,  1999,
compared to  $132,876,000  as of September 30, 1998, an increase of $20,188,000,
or 15.19%.  The increase was primarily  attributable to increases in investments
available for sale of $4,931,000, mortgage backed securities of $11,171,000. The
aforementioned increases were partially funded by a decrease in interest-bearing
deposits  in other  banks of  $7,466,000  and  Federal  Home Loan Bank  ("FHLB")
advances of $3,000,000.  The net increase in the Company's  assets was primarily
the result of  management's  continued  strategy to  maximize  the high level of
equity, diversify the Company's balance sheet and increase profitability.

         On April 1, 1999,  Heritage Savings Bank, F.S.B. (the "Bank") paid $5.0
million in cash and  assumed the  remaining  assets and  liabilities  of Bankers
Affiliate, Inc. ("BA").  Additionally,  the Bank retired a $2,500,000 note to BA
following the purchase of the remaining interest of the affiliate company. Prior
to the  purchase,  the Bank had a 33-1/3%  investment  in BA. The purchase of BA
increased the Bank's loan portfolio by approximately $7.3 million.

<PAGE>


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

Financial Condition - Continued

         At June 30, 1999,  the Company's  investment  securities  available for
sale  portfolio  totaled  $20.1  million,  or  13.1%,  of  the  Company's  total
consolidated assets. Pursuant to generally accepted accounting principles,  such
securities are recorded at current market value and the change in net unrealized
gains or losses on such  securities  are  excluded  from  current  earnings  and
reported net of income taxes as part of comprehensive  income.  At June 30, 1999
and September 30, 1998, due to increases in market rates,  unrealized losses for
such  securities  were  approximately  $1.2 million and $166,000,  respectively.
Because  of  interest  rate   volatility,   the  Company's   accumulated   other
comprehensive  income (which is comprised solely of net unrealized holding gains
and losses) and stockholders' equity could materially fluctuate for each interim
period and year-end period.  The majority of the unrealized losses resulted from
the Company's investment in FHLB bonds. See Note 3 to the consolidated financial
statements.

         Total liabilities of the Company were $137,456,000 as of June 30, 1999,
compared to $116,634,000 as of September 30, 1998, an increase of $20,822,000 or
17.85%.  The  increase  was  primarily  the  result of  increases  in  deposits,
primarily certificates of deposit, of $17,370,000, and borrowings of $2,063,000.
The Company's successful advertising campaign in 1998 for certificate of deposit
products  contributed to the continued  growth in deposit  balances.  During the
quarter ended June 30, 1999, the Bank borrowed an additional  $3,000,000 in long
term FHLB advances.  Management's strategy is to take advantage of the low costs
of funds and invest the proceeds in higher yielding investments.

         Stockholders'  equity was $15,607,000 as of June 30, 1999,  compared to
$16,243,000  as of September  30 1998, a decrease of $636,000.  The decrease was
the  result of an  aggregate  $409,000  repurchase  of the  Company's  stock,  a
$689,000  increase in  accumulated  other  comprehensive  income,  and dividends
declared totaling $339,000.  The decrease was partially offset by net income for
the period of $539,000 and the  allocation  of shares to the Stock Based Benefit
and Bonus Plans of $263,782.

Results of Operations

Interest Income

         Total interest income for the nine and three months ended June 30, 1999
was  $7,505,000  and  $2,666,000,   respectively,  compared  to  $6,065,000  and
$2,321,000 for the same periods in 1998, an increase of $1,440,000 and $345,000,
respectively. The increase for the nine months ended June 30, 1999 was primarily
due to  increases  of  $15,577,000  and  $11,872,000  in the average  balance of
investment securities and mortgage backed securities, respectively. In addition,
the average  balance of investment  securities  and mortgage  backed  securities
increased $3,322,000 and $11,076,000,  respectively,  for the three months ended
June 30, 1999.  Offsetting  such increases to interest income for the nine-month
and three month periods ended June 30, 1999 was a 22 and 21 basis point decrease
in the weighted average yield on  interest-earning  assets. The weighted average
yield  on  interest-earning  assets  was  7.08%  and  7.14%  for  the  nine  and
three-month  periods ended June 30, 1999, as compared to 7.30% and 7.35% for the
same periods in 1998.

<PAGE>

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


Interest Expense

         Total  interest  expense for the nine and three  months  ended June 30,
1999 was $4,657,000  and  $1,661,000,  respectively,  compared to $3,246,000 and
$1,306,000  for the same  respective  periods in 1998, an increase of $1,411,000
and $355,000.  The increases resulted from the rise in the average dollar amount
of time  deposits for the nine month and three month periods ended June 30, 1999
of $23,738,000 and  $23,575,000,  respectively.  Interest expense also increased
following  the rise in the  average  dollar  amount of  borrowings,  principally
Federal Home Loan Bank advances,  of $10,554,000 and  $3,606,000,  respectively,
for the nine month and three month periods ended June 30, 1999.

         Contributing  to the  increase in interest  expense for the  respective
nine month and three month periods was an increase in cost of funds of 24 and 16
basis points.  The weighted average rates paid on  interest-bearing  liabilities
was 4.84% for both the nine and three months ended June 30, 1999,  respectively,
as compared to 4.60% and 4.68% for the same periods in 1998.

Provision for Loan Losses

         The  provision  for loan  losses for the nine and three  month  periods
ended June 30,  1999 was  $45,000  and  $15,000,  respectively,  as  compared to
$180,000 and $50,000 for the same  respective  periods in 1998. At June 30, 1999
and 1998, non-performing loans were $299,000 and $857,000, respectively.

         Management  monitors and adjusts its loan loss reserves  based upon its
analysis of the loan  portfolio.  Reserves are  increased by a charge to income,
the amount of which depends upon an analysis of the changing  risks  inherent in
the Company's loan  portfolio and the relative  status of the real estate market
and the economy in general.  The Company has historically  experienced a limited
amount of loan  charge-offs  and  delinquencies.  At June 30,  1999,  management
believes  the  allowance  for loan  losses  is  sufficient  since  the loans are
adequately  secured.  The  assessment  of the adequacy of the allowance for loan
losses involves  subjective judgment regarding future events and there can be no
assurance  that  additional  provisions  for loan losses will not be required in
future periods.

Other Non-Interest Income

         Other  income for the nine and three  months  ended  June 30,  1999 was
$183,000  and  $36,000,  respectively,  compared to $214,000 and $80,000 for the
corresponding  periods in 1998.  The  decreases  of $31,000  and $44,000 for the
respective  nine and three month  periods were  primarily  due to the absence of
commissions and fees from Mapleleaf  Mortgage  Corporation  ("MMC") which ceased
operations during the quarter ended March 31, 1999.

<PAGE>

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



Non-Interest Expense

         Total  non-interest expense for the nine months ended June 30, 1999 was
$2,094,000,  compared to $2,073,000  for the same period in 1998, an increase of
$21,000 or 1.01%.

         Total non-interest expense for the three months ended June 30, 1999 was
$671,000,  compared  to  $724,000  for the same  period in 1998,  a decrease  of
$53,000 or 7.32%.  Advertising  expense decreased $16,000 for the quarter due to
an aggressive  advertising campaign for certificates of deposit during the prior
fiscal year.  Professional fees decreased $10,000 due to prior year fees related
to strategic planning that were not incurred in the current year. Other expenses
decreased $31,000 as the result of return check losses of $24,000 experienced in
the  prior  year.  The  Bank  continues  to  pursue  legal  action  against  the
individuals for repayment.

Provision for Income Taxes

         The  provision  for income taxes  increased  $42,000 and $4,000 for the
nine and three months  ended June 30,  1999,  as compared to the same periods in
1998. The increases were the result of an increase in net income.

Year 2000

         During fiscal 1998,  the Company  adopted a Year 2000  compliance  plan
(the "Plan") and established a Year 2000 Compliance Committee (the "Committee").
The  objectives of the Plan and the Committee are to prepare the Company for the
new millennium. As recommended by the Federal Financial Institutions Examination
Council,  the Plan  encompasses  the following  phases:  Awareness,  Assessment,
Renovation, Validation, and Implementation. These phases will enable the Company
to identify risks, develop an action plan, perform adequate testing and complete
certification  that its processing  systems will be Year 2000 ready. The Company
has  completed  all  phases of its Y2K  preparedness  program.  After a thorough
review and assessment of the Company's computer operations, all of its computers
were replaced with Y2K compliant  equipment and necessary software upgrades were
made. One hundred  percent of the new equipment and software  packages have been
tested and found to be Y2K  compliant.  The  Company  has  coordinated  with its
vendors and service  providers to assure their readiness for Y2K. All testing in
this area has been completed. The Company's contingency Plan has been developed,
approved,  and tested to assure  uninterrupted  service to its customers.  Costs
have been incurred due to the replacement of  non-compliant  teller hardware and
software.  As expected,  the related overall costs have not been material in any
single year. The Company has determined that the cost associated with addressing
Y2K concerns  should not exceed  $190,000,  employee  time not  included,  which
includes capital expenditures.  At June 30, 1999 approximately $184,000 has been
expended.  Successful and timely completion of the Year 2000 Project is based on
management's best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including  the  progress  and  results of the
Company's  External  Provider,  testing plans, and all vendors,  suppliers,  and
customer readiness.

<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)    Exhibit 27 - Financial Data Schedule (electronic filing only)

          (b)    None.


<PAGE>

                                   SIGNATURES

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


                                       WHG Bancshares Corporation


Date:   August 11, 1999               By: /s/Peggy J. Stewart
                                          --------------------------------------
                                           Peggy J. Stewart
                                           President and Chief Executive Officer
                                           (duly authorized officer)


Date:   August 11, 1999               By: /s/Robin L. Taylor
                                          --------------------------------------
                                           Robin L. Taylor
                                           Controller (chief accounting officer)