SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

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

For the quarterly period ended March  31, 2001
                               ---------------

                                       OR

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

For the transition period from __________ to __________.

                           Commission File No. 0-27606


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


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


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


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

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

                        YES      X                NO
                            ------------             ------------

     Number of shares of Common Stock outstanding as of May 1, 2001: 1,285,132

Transitional Small Business Disclosure Format (check one)

                        YES                       NO      X
                            ------------             -----------

<PAGE>

                    WHG BANCSHARES CORPORATION AND SUBSIDIARY

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

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

           Consolidated Statements of Financial Condition at March 31, 2001
           (unaudited) and September 30, 2000...............................................................................3

           Consolidated Statements of Operations (unaudited) for the six months and three month ended
           March 31, 2001 and 2000 .........................................................................................4

           Consolidated Statements of Comprehensive Income (unaudited) for the six months and three month ended
           March 31, 2001 and 2000..........................................................................................5

           Consolidated Statements of Cash Flows (unaudited) for the six months ended
           March 31, 2001 and 2000........................................................................................6-7

           Notes to Consolidated Financial Statements (unaudited)........................................................8-10

      Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....................11-14

PART II - OTHER INFORMATION

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

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

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

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

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

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

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

</TABLE>

                                       2
<PAGE>
                   WHG BANCSHARES CORPORATION AND SUBSIDIARIES
                   -------------------------------------------
                              Lutherville, Maryland
                              ---------------------

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

<TABLE>
<CAPTION>
                                                                    March 31,     September 30,
                                                                    ---------     -------------
                                                                      2001            2000
                                                                      ----            ----
                                                                           (Unaudited)
<S>                                                           <C>              <C>
        Assets
        ------
Cash                                                            $   1,249,632    $   1,720,707
Interest bearing deposits in other banks                            3,428,106          509,570
Federal funds sold                                                  4,047,000        3,764,000
Investments available for sale                                     20,947,622       19,439,212
Other investments held to maturity                                 15,450,000       15,650,000
Mortgage backed securities                                         15,567,706       16,451,148
Loans receivable - net                                             97,761,283       96,909,448
Accrued interest receivable - loans                                   443,745          446,343
                            - investments                             654,258          773,864
                            - mortgage backed securities               83,731           88,548
Premises and equipment - net                                        1,426,707        1,253,765
Federal Home Loan Bank of Atlanta stock, at cost                    1,450,000        1,450,000
Deferred income taxes                                                 378,496          936,589
Prepaid and refundable income taxes                                   136,936          107,471
Other assets                                                          412,619          415,037
                                                                -------------    -------------
Total assets                                                    $ 163,437,841    $ 159,915,702
                                                                =============    =============

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

Liabilities
-----------
   Deposits                                                     $ 125,046,028    $ 120,044,864
   Checks outstanding in excess of bank balances                      394,815                -
   Borrowings                                                      21,000,000       24,000,000
   Advance payments by borrowers for taxes and insurance              197,103           70,711
   Income taxes payable                                                     -           31,874
   Other liabilities                                                  275,559          317,623
                                                                -------------    -------------
Total liabilities                                                 146,913,505      144,465,072

Commitments and contingencies

Stockholders' Equity
--------------------
   Common stock .10 par value; authorized 1,620,062
    shares; issued and outstanding 1,285,132 shares at
    March 31, 2001 and 1,285,609 shares at September 30, 2000         128,513          128,561
   Additional paid-in capital                                       6,762,906        6,701,437
   Retained earnings (substantially restricted)                    10,323,042       10,301,365
   Accumulated other comprehensive loss                              (208,319)      (1,134,125)
   Employee Stock Ownership Plan                                     (481,806)        (546,608)
                                                                -------------    -------------
Total stockholders' equity                                         16,524,336       15,450,630
                                                                -------------    -------------

Total liabilities and stockholders' equity                      $ 163,437,841    $ 159,915,702
                                                                =============    =============
</TABLE>

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

                                       3
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                   For Six Months Ended      For Three Months Ended
                                                          March 31,                March 31,
                                                     2001         2000         2001         2000
                                                  ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>
Interest and fees on loans                        $3,780,705   $3,533,793   $1,895,571   $1,761,513
Interest and dividends on investment securities    1,286,470    1,278,847      641,073      640,553
Interest on mortgage backed securities               513,950      567,877      253,076      281,463
Other interest income                                256,741      130,783      104,810       52,202
                                                  ----------   ----------   ----------   ----------

Total interest income                              5,837,866    5,511,300    2,894,530    2,735,731

Interest on deposits                               3,270,650    2,837,807    1,632,819    1,407,018
Interest on short-term borrowings                          -       37,731            -       13,027
Interest on long term borrowings                     659,403      548,477      300,044      278,687
                                                  ----------   ----------   ----------   ----------
Total interest expense                             3,930,053    3,424,015    1,932,863    1,698,732
                                                  ----------   ----------   ----------   ----------

Net interest income                                1,907,813    2,087,285      961,667    1,036,999
Provision for loan losses                             30,000       60,000            -       30,000
                                                  ----------   ----------   ----------   ----------
Net interest income after provision
 for loan losses                                   1,877,813    2,027,285      961,667    1,006,999

Non-Interest Income
-------------------
   Fees and charges on loans                          10,650       17,497        5,488        8,078
   Fees on transaction accounts                       26,716       25,899       12,704       12,389
   Other income                                       31,964       26,076       16,627       13,431
                                                  ----------   ----------   ----------   ----------
Total non-interest income                             69,330       69,472       34,819       33,898

Non-Interest Expenses
---------------------
   Salaries and related expenses                     965,333      849,949      491,049      428,989
   Occupancy                                          98,332       79,184       49,264       44,683
   FDIC deposit insurance premium                     11,815       22,802        5,871        6,070
   Depreciation of equipment                          60,290       48,119       28,001       25,119
   Advertising                                        42,820       40,736       21,093       19,136
   Data processing costs                              56,262       54,468       28,392       28,200
   Professional services                              91,642      108,838       47,132       54,411
   Loss on sale of foreclosed real estate                  -          786            -            -
   Other expenses                                    217,946      196,853       99,034      101,762
                                                  ----------   ----------   ----------   ----------
Total non-interest expenses                        1,544,440    1,401,735      769,836      708,370
                                                  ----------   ----------   ----------   ----------

Income before tax provision                          402,703      695,022      226,650      332,527
Provision for income taxes                           162,231      268,452       93,419      128,457
                                                  ----------   ----------   ----------   ----------
Net income                                        $  240,472   $  426,570   $  133,231   $  204,070
                                                  ==========   ==========   ==========   ==========
Basic earnings per share                          $      .20   $      .37   $      .11   $      .17
                                                  ==========   ==========   ==========   ==========
Diluted earnings per share                        $      .20   $      .37   $      .11   $      .17
                                                  ==========   ==========   ==========   ==========
</TABLE>

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

                                       4
<PAGE>

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

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


<TABLE>
<CAPTION>
                                                                For Six Months Ended
                                                                         March 31,
                                                                --------------------
                                                                   2001         2000
                                                               ----------   ----------
<S>                                                          <C>          <C>
Net income                                                     $  240,472   $  426,570

Unrealized gains (losses), on available-for-sale securities,
  net of tax of $582,513 and $128,376, for the six month
 periods ended March 31, 2001 and 2000,  respectively             925,806     (188,126)
                                                               ----------   ----------
Comprehensive income                                           $1,166,278   $  238,444
                                                               ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                For Three Months Ended
                                                                      March 31,
                                                                   2001         2000
                                                                 --------     --------
<S>                                                            <C>          <C>
Net income                                                       $133,231     $204,070

Unrealized gains, on available-for-sale securities,
  net of tax of $213,461 and $146,181, for the three month
 periods ended March 31, 2001 and 2000,  respectively             339,258      232,329
                                                                 --------     --------
Comprehensive income                                             $472,489     $436,399
                                                                 ========     ========
</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 Six Months Ended
                                                                                March 31,
                                                                            2001            2000
                                                                        -----------    ------------
<S>                                                                  <C>             <C>
Operating Activities
     Net income                                                        $    240,472    $    426,570
     Loss on disposal of equipment                                            1,001               -
     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
          of mortgage backed securities                                       1,424             421
         Amortization of discounts on investments available for sale            (92)            (91)
         Amortization of deferred loan fees                                 (13,134)        (48,315)
         Loan fees deferred                                                   1,558          46,858
     Decrease in discount on loans purchased                                (76,356)       (168,620)
         Provision for loan losses                                           30,000          60,000
         Non-cash compensation under stock-based
          benefit plans                                                     131,232         136,405
         Decrease (increase) in accrued interest receivable                 127,021          (5,785)
         Provision for depreciation                                          81,234          54,995
         Decrease in deferred income tax assets                             (24,419)              -
         Increase in prepaid income taxes                                   (29,465)        (30,132)
         Decrease (increase) in other assets                                  2,418        (194,394)
         Increase in accrued interest payable                                    14             281
         (Decrease) increase in income taxes payable                        (31,874)        121,084
         Decrease in other liabilities                                      (42,064)        (65,869)
                                                                        -----------    ------------
              Net cash provided by operating activities                     398,970         334,194

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from maturing interest-bearing deposits                             -          95,000
     Proceeds from maturing other investments                               200,000               -
     Principal collected on mortgage backed securities                      882,018         689,296
     Proceeds from sale of foreclosed real estate                                 -          12,317
     Net increase in shorter term loans                                     (24,549)       (166,956)
     Longer term loans originated or acquired                            (4,279,528)    (11,459,450)
     Principal collected on longer term loans                             3,510,174       7,345,285
     Investment in premises and equipment                                  (255,177)        (52,193)
     Purchase of stock in Federal Home Loan Bank of Atlanta                       -        (250,000)
                                                                        -----------    ------------
              Net cash provided (used) by investment activities              32,938      (3,786,701)
</TABLE>

                                       6
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                   For Six Months Ended
                                                                         March 31,
                                                                ---------------------------
                                                                    2001           2000
                                                                -----------    ------------
<S>                                                           <C>            <C>
Cash Flows from Financing Activities
------------------------------------
     Net increase (decrease) in demand deposits, money
      market, passbook accounts and advances by
      borrowers for taxes and insurance                         $ 3,538,765    $  (491,116)
     Net increase in certificates of deposit                      1,588,777      1,768,763
     Increase in checks outstanding in excess of bank balance       394,815              -
     Net (decrease) increase in borrowings                       (3,000,000)     2,000,000
     Dividends on stock                                            (218,795)      (214,426)
     Stock repurchase                                                (5,009)             -
                                                                -----------    -----------
              Net cash provided by financing activities           2,298,553      3,063,221
                                                                -----------    -----------

Increase (decrease) in cash and cash equivalents                  2,730,461       (389,286)
Cash and cash equivalents at beginning of period                  5,994,277      7,196,629
                                                                -----------    -----------
Cash and cash equivalents at end of period                      $ 8,724,738    $ 6,807,343
                                                                ===========    ===========

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
     Cash                                                       $ 1,249,632    $   796,191
     Interest bearing deposits in other banks                     3,428,106      3,358,152
     Federal funds sold                                           4,047,000      2,653,000
                                                                -----------    -----------
Cash and cash equivalents                                       $ 8,724,738    $ 6,807,343
                                                                ===========    ===========
Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------
     Cash paid during the period for:

         Interest                                               $ 3,977,091    $ 3,429,143
                                                                ===========    ===========
         Taxes                                                  $   266,000    $   177,500
                                                                ===========    ===========
</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 six and three  months ended March 31, 2001 are not
          necessarily  indicative  of the results  that may be expected  for the
          fiscal  year  September  30,  2001 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, 2000.

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
          original maturities of 90 days or less.

Note 3 - Investments 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
                        -----------   -----------   -----------   -----------
March 31, 2001
--------------
Equity investments      $   544,323   $         -   $   106,948   $   437,375
Federal Home Loan
 Bank Bonds              17,493,543           813       190,049    17,304,307
Federal Home Loan
 Mortgage Corporation
 Bonds                    3,249,148             -        43,208     3,205,940
                        -----------   -----------   -----------   -----------
                        $21,287,014   $       813   $   340,205   $20,947,622
                        ===========   ===========   ===========   ===========

                                       8
<PAGE>

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

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


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

                                         Gross        Gross
                         Amortized    Unrealized    Unrealized       Fair
                           Cost          Gains        Losses         Value
                        -----------   -----------   -----------   -----------

September 30, 2000
------------------
Equity investments      $   544,324   $       -     $   190,690   $   353,634
Federal Home Loan
 Bank Bonds              17,493,485           -       1,400,174    16,093,311
Federal Home Loan
 Mortgage Corporation
 Bonds                    3,249,114           -         256,847     2,992,267
                        -----------   ---------     -----------   -----------
                        $21,286,923   $       -     $ 1,847,711   $19,439,212
                        ===========   =========     ===========   ===========

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 six and  three  month
          periods ended March 31, as follows:

                               Six Months Ended           Six Months Ended
                                March 31, 2001             March 31, 2000
                            -----------------------   -----------------------
                               Basic        Diluted      Basic        Diluted
                            ----------   ----------   ----------   ----------
Net income                  $  240,472   $  240,472   $  426,570   $  426,570

Weighted average shares
 outstanding                 1,197,572    1,197,572    1,165,003    1,165,003

Diluted securities:
   MSBP shares                       -        1,895            -            -
   Options                           -       12,007            -            -
                            ----------   ----------   ----------   ----------

Adjusted weighted average
  shares                     1,197,572    1,211,474    1,165,003    1,165,003
Per share amount            $      .20   $      .20   $      .37   $      .37

                                       9
<PAGE>

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

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


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

                               Three Months Ended         Three Months Ended
                                March 31, 2001             March 31, 2000
                            -----------------------   -----------------------
                               Basic        Diluted      Basic        Diluted
                            ----------   ----------   ----------   ----------

Net income                  $  133,231   $  133,231   $  204,070   $  204,070

Weighted average shares
 outstanding                 1,200,038    1,200,038    1,181,220    1,181,220

Diluted securities:
   MSBP shares                    --          3,174         --           --
   Options                        --         18,933         --           --
                            ----------   ----------   ----------   ----------

Adjusted weighted average
  shares                     1,200,038    1,222,145    1,181,220    1,181,220

Per share amount            $      .11   $      .11   $      .17   $      .17


Note 5 - Ratification of Stock Option Plan
         ---------------------------------

                  On  January  16,  2001,  the  shareholders  of WHG  Bancshares
          Corporation ratified the WHG Bancshares  Corporation 2001 Stock Option
          Plan (the  "Plan")  whereby up to 109,000  shares of common stock have
          been reserved for issuance under the Plan.  Options  granted under the
          Plan may be Incentive  Stock Options within the meaning of Section 422
          of the Internal Revenue Code of 1986 as amended or Non-Incentive Stock
          Options.  Options are exercisable in three annual  installments at the
          market price of common stock at the date of grant. The options must be
          exercised  within  ten  years of the date of grant.  Upon  stockholder
          approval  the Company  granted to  executive  officers  and  directors
          options to purchase 94,520 shares at a weighted average price of $8.25
          per share.

                                       10
<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  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 six  months  ended  March  31,  2001,  net  earnings  decreased
$187,000  to  $240,000 or $.20 per diluted  share,  from  $427,000,  or $.37 per
diluted  share,  for the  comparative  fiscal 2000 period.  For the three months
ended March 31,  2001,  net  earnings  decreased  $71,000 to  $133,000,  or $.11
diluted earnings per share,  from $204,000,  or $.17 diluted earnings per share,
for the comparative 2000 period. The decline in net income for the six and three
months ended March 31, 2001 as compared to the comparable 2000 periods,  reflect
the decline in net interest  income and the increase in  non-interest  expenses.
Net interest  income  continues to be squeezed by the rising interest rates paid
on certificates in 2000 and the lowering of yields earned on assets during 2001.
Our  non-interest  expenses for the current periods rose due to normal operating
expense increases and the improvements made to our branches at the Howard County
and York Road offices.

Financial Condition

         Our total consolidated assets at March 31, 2001 increased $3,522,000 to
$163,438,000  from  $159,916,000  at September 30, 2000. Our total  consolidated
liabilities  at  March  31,  2001  increased  $2,449,000  to  $146,914,000  from
$144,465,000 at September 30, 2000. At March 31, 2001 we used approximately $5.0
million of our new deposits to repay $3.0 million of our  long-term  debt and to
increase our cash and cash  equivalents in order to fund  anticipated  borrowing
repayments  and loan  commitments.  Subsequent  to March 31, 2001,  we repaid an
additional $3.0 million of long-term borrowing.

                                       11
<PAGE>

         At March 31, 2001, our net worth increased by $1,073,000 to $16,524,000
from  $15,451,000  at September 30, 2000.  The increase  primarily  reflects the
$426,000  decrease in  accumulated  other  comprehensive  loss.  The decrease 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.

Results of Operations

Net Interest Income

         Net interest income for the six and three month periods ended March 31,
2001 was  $1,908,000  and  $962,000,  compared  to  $2,087,000  and  $1,037,000,
respectively,  for the same periods in 2000. 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,  for the six and three
month periods ended March 31, 2001 were 2.00% and 2.02%, respectively,  compared
to 2.43% and 2.39%, respectively,  for the same periods in 2000. The decrease in
the  interest  rate  spread for the  current  six and three  month  periods  was
primarily the result of an increase in the rates paid on certificates of deposit
and long-term borrowings.

Interest Income

         Total  interest  income for the six and three month periods ended March
31, 2001 was $5,838,000 and  $2,895,000,  compared to $5,511,000 and $2,736,000,
respectively,  for the same periods in fiscal 2000. The total  weighted  average
interest  rate yields for the six and three month  periods  ended March 31, 2001
were both 7.34%, compared to 7.32% and 7.24%, respectively, for the same periods
in fiscal 2000. The increase in total interest income resulted primarily from an
increase  in the  average  balance  of  interest  earning  assets as more  fully
described below.

         Interest  and fees on loans  increased  $247,000  and  $134,000 for the
current six months and three month periods to $3,781,000  and  $1,896,000,  from
$3,534,000  and  $1,762,000,  respectively.  The increases were the result of an
increase in the average dollar amount of loans  outstanding  coupled with a rise
in the weighted  average interest rate yield. The average dollar amount of loans
outstanding  for the  current six and three month  periods was  $97,425,000  and
$97,696,000,   respectively,   as  compared  to  $92,926,000  and   $93,715,000,
respectively,  for the comparable  periods in the prior year. The origination of
higher yielding commercial and real estate investment loans resulted in the rise
of the  weighted  average  interest  rate yield to 7.76% for the current six and
three month  periods,  compared to 7.61% and 7.52%,  respectively,  for the same
periods in 2000.

         Interest income on mortgage  backed  securities  decreased  $54,000 and
$28,000 for the current six and three  month  periods to $514,000  and  $253,000
from  $568,000  and  $281,000,  respectively.  The  decrease  was the  result of
$1,618,000 and $1,665,000  decreases in the average  balance of mortgage  backed
securities for the respective six and three month periods.

                                       12
<PAGE>

         Other interest  income  increased  $126,000 and $53,000 for the current
six and three month periods to $257,000 and $105,000, from $131,000 and $52,000,
respectively.  The  increase  was  predominantly  the result of  $4,170,000  and
$2,378,000  increases in the average balance of other interest earning assets as
compared  to the same  periods in the prior year.  The average  balance of other
interest  bearing assets  increased due to the  accumulation of interest bearing
deposits  in  other  banks  and  federal  funds  balances  to fund  current  and
anticipated borrowing repayments and loan commitments. In addition, the weighted
average  interest rate yield increased 138 basis points to 6.50% for the current
quarter as compared to 5.12% for the prior year's quarter.

Interest Expense

         Total interest  expense for the six and three month periods ended March
31, 2001 was $3,930,000 and  $1,933,000,  compared to $3,424,000 and $1,699,000,
respectively,  for the same periods in fiscal 2000. The weighted average cost of
funds for total interest bearing liabilities for the current six and three month
periods  increased  45 and 47 basis  points,  respectively,  to 5.34% and 5.32%,
respectively.  In general,  the  increase  in  interest  expense for the current
respective periods resulted from increases in the cost of funds for certificates
of deposit and  long-term  borrowings,  augmented  by  increases  in the average
balances of certificates of deposits.

         Interest expense on certificates of deposit for the six and three month
periods ended March 31, 2001 increased $397,000 and $201,000,  respectively,  as
compared to the fiscal 2000 respective periods.  The weighted average rates paid
on  certificates  of deposit for the current six and three month periods rose 50
and 54 basis points, respectively to 5.95% and 6.00%, respectively. The weighted
average yield increase was the result of older lower-yielding  deposits renewing
at  higher  rates  and the  successful  targeted  advertising  campaign  for new
certificates of deposit  accounts with 18 and 25 month terms. As a result of the
certificate of deposit promotion that ended December, 2000, the average balances
of certificates of deposit for the current six and three month periods increased
$5,719,000 and $4,979,000, respectively.

         Total  interest  expense  on  borrowings  for the six and  three  month
periods ended March 31, 2001,  increased  $73,000 and $8,000,  respectively,  as
compared to the fiscal 2000 respective periods.  The weighted average rates paid
on  borrowings  for the current six and three month  periods  each rose 55 basis
points to 5.83% and 5.67%,  respectively.  The rate-related expense increase for
the quarter ended March 31, 2001 was partially offset by the $1,644,000 decrease
in the total average borrowings from the comparable fiscal 2000 quarter.

Provision for Loan Losses

         The  provision for loan losses for the six month period ended March 31,
2001 was $30,000 compared to $60,000 for the same period in fiscal 2000. For the
quarter ended March 31, 2001, we had no provision for loan losses as compared to
a $30,000  provision for the comparable prior year's quarter.  The provision for
loan losses reflect management's  judgment of the current period cost associated
with credit risk inherent in our loan portfolio, specifically, the provision for
loan losses  represent the amount charged  against  current  period  earnings to
achieve an allowance for loan losses that in  management's  judgment is adequate
to absorb losses inherent in our loan portfolio.

                                       13
<PAGE>

         For the three  months  ended  March 31,  2001,  loans  receivable,  net
increased  $377,000 from December 31, 2000 and net charge-offs for the three and
six months ended March 31, 2001 totalled for both periods $12,000. For the three
months ended March 31, 2000, loans  receivable,  net increased $1.4 million from
December  31,  1999.  Net  charge-offs  for the six months  ended March 31, 2000
totalled $72,000.  There were no charge-offs during the three month period ended
March 31, 2000.

Non-Interest Expense

         Total  non-interest  expense for the six and three months periods ended
March 31, 2001 was $1,544,000 and $770,000  compared to $1,402,000 and $708,000,
respectively,  for the same  periods in fiscal  2000.  For the six month  period
ended March 31,  2001,  salaries  and  related  expenses  increased  $115,000 to
$965,000  from  $850,000 for the  comparable  2000 period.  For the three months
ended  March 31,  2001,  salaries  and  related  expenses  increased  $62,000 to
$491,000 from $429,000 for the comparable 2000 period.  The increase in salaries
and related  expenses for the current six and three month  periods was primarily
due to the addition in fiscal 2001 of an additional lending officer,  accounting
personnel, annual staff merit increases and an increased ESOP expense due to the
appreciation  of the  Company's  stock.  For the current year six month  period,
occupancy  expense  increased  $19,000 to $98,000  from $79,000 due to the lease
commencement  in January  2000 of the new  Ellicott  City  branch  location  and
non-recurring  branch  maintenance  expense  for the new branch  location in the
first  quarter of fiscal  2001.  Depreciation  of  equipment  expense  increased
$12,000 and $5,000,  respectively,  for the current six and three month  periods
primarily  due to the  addition  in the  first  quarter  of  fiscal  2001 of new
equipment for the Ellicott City branch.  Offsetting total  non-interest  expense
for the six month period ended March 31, 2001,  was an $11,000  decrease in FDIC
deposit  insurance  premium  and  a  $19,000  decrease  in  professional   fees.
Offsetting total non-interest expense for the three month period ended March 31,
2001, was a $7,000 decrease in  professional  fees.  Effective  January 1, 2000,
FDIC  assessments  were  lowered  for SAIF  insured  institutions.  Included  in
professional  fees for the six and three month periods in fiscal 2000 were costs
incurred for business development planning.

                                       14
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.            Legal Proceedings

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

                   The Annual Meeting of Shareholders of the Company was held on
                   January  16, 2001 and the  following matters were voted upon:

                   Proposal  I- Election  of  directors  with terms to expire in
                                2004.
                                                    FOR     WITHHELD
                                                    ---     --------
                   Herbert A. Davis               907,672   323,202
                   D. Edward Lauterbach, Jr.      907,672   323,202

                   Proposal II - Ratification of the 2001 Stock Option Plan

                                                    FOR     AGAINST   ABSTAINED
                                                    ---     -------   ---------
                                                  540,510   403,584      1,297

Item 5.            Other Information

                   Not applicable.

<TABLE>
<CAPTION>
<S>              <C>
Item 6.            Exhibits and Reports on Form 8-K

       3(i)        Articles of Incorporation of WHG Bancshares Corporation *
       3(ii)       Amended Bylaws of WHG Bancshares Corporation
      10.1         Form of Amended and Restated Employment Agreement with Peggy J. Stewart ****
      10.2         Form of Amended and Restated Change in Control Agreements for three executive
                   officers ****
      10.3         Amendment to the 1996 Stock Option Plan **
      10.4         Amendment to Management Stock Bonus Plan and Trust Agreement **
      10.5         Form of Directors Change In Control Severance Plan ***
      10.6         2001 Stock Option Plan *****
</TABLE>

      (b)          None.

     ---------------------
     *    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  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.
     **** Incorporated  by  reference  to the Form  10-KSB  for the  year  ended
          September 30, 2000.
     *****Incorporated  by  reference  to the  proxy  statement  for the  annual
          meeting of stockholders filed with the SEC on December 18, 2000.

                                       15
<PAGE>

                                   SIGNATURES

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


                                 WHG Bancshares Corporation


Date:    May 15, 2001            By:  /s/Peggy J. Stewart
                                      ------------------------------------------
                                      Peggy J. Stewart
                                      President and Chief Executive Officer
                                      (duly authorized officer)


Date:    May 15, 2001            By:  /s/Robin L. Taylor
                                      ------------------------------------------
                                      Robin L. Taylor
                                      Controller (chief accounting officer)



                                       16