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, 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 May 7, 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>

                                                                       March 31,         September 30,
                                                                       ---------         -------------
                                                                         1999               1998
                                                                         ----               ----
                                                                     (Unaudited)
        Assets
<S>                                                            <C>                  <C>           
Cash                                                             $      759,141       $    1,179,349
Interest bearing deposits in other banks                              3,728,779            9,849,431
Federal funds sold                                                    3,619,000            3,394,000
Investments available for sale                                       20,900,052           15,191,491
Other investments held to maturity                                   14,600,000           14,600,000
Mortgage backed securities                                           18,880,122            7,275,803
Loans receivable - net                                               79,588,200           75,357,978
Accrued interest receivable - loans                                     343,095              365,022
                            - investments                               624,807              581,865
                            - mortgage backed securities                101,840               40,979
Premises and equipment - net                                            862,813              876,926
Federal Home Loan Bank of Atlanta stock, at cost                      1,000,000            1,000,000
Investment in and loans to affiliated corporation                     2,525,000            2,575,000
Deferred income taxes                                                   359,733              170,695
Prepaid and refundable income taxes                                     175,973              131,353
Other assets                                                            216,326              286,580
                                                                    -----------          -----------

Total assets                                                       $148,284,881         $132,876,472
                                                                    ===========          ===========

     Liabilities and Stockholders' Equity

Liabilities
   Deposits                                                        $111,026,236        $  95,065,922
   Checks outstanding in excess of bank balance                              --               11,077
   Borrowings                                                        20,000,000           20,937,168
   Advance payments by borrowers for taxes and insurance              1,197,786              314,125
   Income taxes payable                                                  44,517               16,780
   Other liabilities                                                    257,758              288,684
                                                                    -----------          -----------
Total liabilities                                                   132,526,297          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 March 31,
   1999 and 1,389,002 shares at September 30, 1998                      135,311              138,900
   Additional paid-in capital                                         7,088,158            7,392,663
   Retained earnings (substantially restricted)                       9,735,591            9,651,860
   Accumulated other comprehensive income, net of taxes                (349,711)             (25,140)         
                                                                    -----------          ----------- 
                                                                     16,609,349           17,158,283
   Employee Stock Ownership Plan                                       (850,765)            (915,567)
                                                                    -----------          -----------
Total stockholders' equity                                           15,758,584           16,242,716
                                                                    -----------          -----------

Total liabilities and stockholders' equity                         $148,284,881         $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 Six Months Ended        For Three Months Ended
                                                              March 31,                     March 31,                 
                                                   ----------------------------    -------------------------                
                                                      1999              1998          1999            1998
                                                   ----------       -----------    ----------     ----------
<S>                                              <C>              <C>            <C>            <C>       
Interest and fees on loans                         $2,955,416       $ 3,032,462    $1,480,153     $1,518,535
Interest and dividends on investment securities     1,108,616           314,529       579,351        222,540
Interest on mortgage backed securities                443,360            93,118       270,609         45,967
Other interest income                                 331,591           303,721       153,325        153,175
                                                    ---------        ----------    ----------      ---------

Total interest income                               4,838,983         3,743,830     2,483,438      1,940,217

Interest on deposits                                2,428,916         1,792,822     1,265,524        924,690
Interest on short-term borrowings                     216,125           141,300        87,541         79,919
Interest on long-term borrowings                      351,902             5,510       188,325          5,510        
                                                    ---------        ----------     ---------      ---------

Total interest expense                              2,996,943         1,939,632     1,541,390      1,010,119
                                                    ---------         ---------     ---------      ---------
Net interest income                                 1,842,040         1,804,198       942,048        930,098
Provision for loan losses                              30,000           130,000        15,000        115,000
                                                    ---------        ----------     ---------      ---------
Net interest income after provision
 for loan losses                                    1,812,040         1,674,198       927,048        815,098

Non-Interest Income
   Fees and charges on loans                           18,902            14,831         8,702          5,118
   Fees on transaction accounts                        27,974            33,616        14,339         17,313
   Other commissions and fees                          81,975            69,233        16,640         50,499
   Other income                                        18,100            16,178         9,037          7,953
                                                    ---------        ----------     ---------      ---------
Total non-interest income                             146,951           133,858        48,718         80,883

Non-Interest Expenses
   Salaries and related expenses                      916,358           874,832       451,446        444,253
   Occupancy                                           69,082            69,953        34,099         38,662
   FDIC deposit insurance premium                      27,620            23,387        14,406         11,589
   Depreciation of equipment                           42,187            23,014        20,973         12,893
   Advertising                                         35,096            51,753        20,776         24,443
   Data processing costs                               50,055            40,086        26,762         21,219
   Professional services                               87,428            86,623        35,626         47,025
   Other expenses                                     195,629           179,871        98,728         89,170
                                                    ---------        ----------     ---------      ---------
Total non-interest expenses                         1,423,455         1,349,519       702,816        689,254
                                                    ---------        ----------     ---------      ---------

Income before tax provision                           535,536           458,537       272,950        206,727

Provision for income taxes                            224,312           185,818       122,860         87,477
                                                    ---------        ----------     ---------      ---------

Net income                                        $   311,224       $   272,719   $   150,090     $  119,250
                                                     ========          ========      ========       ========
Basic earnings per share                          $       .25       $       .22   $       .12     $      .10
                                                     ========          ========      ========       ========
Diluted earnings per share                        $       .24       $       .21   $       .12     $      .09
                                                     ========          ========      ========       ========
</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 Six Months Ended
                                                                           March 31,            
                                                             --------------------------------       

                                                                 1999                  1998
                                                                 ----                  ----

<S>                                                         <C>                   <C>     
Net income                                                     $311,224             $272,719

Unrealized losses on available-for-sale securities,
  net of tax of $220,036 and $31,849, for the six month
  periods ended March 31, 1999 and 1998, respectively          (349,711)             (50,615)
                                                               --------              -------

Comprehensive income                                          $ (38,487)            $222,104
                                                               ========              =======



</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 Six Months Ended
                                                                                   March 31,            
                                                                      -------------------------------   
                                                                          1999                1998
                                                                      ------------       ------------ 
<S>                                                                 <C>                <C>         
Operating Activities
     Net income                                                      $     311,224       $    272,719
     Adjustments to Reconcile Net Income to Net
     Cash Provided by Operating Activities    
     -------------------------------------    
         Net accretion/amortization of premiums and discounts
          on mortgage backed securities                                      4,061               (413)
         Amortization of deferred loan fees                               (107,658)           (81,693)
         Loan fees deferred                                                 77,616             96,773
         Decrease in discount on loans purchased                            (9,541)           (11,636)
         Other amortization                                                    (79)              (111)
         Provision for loan losses                                          30,000            130,000
         Non-cash compensation under stock-based
          benefit plans                                                    166,204            164,053
         Increase in accrued interest receivable                           (81,876)          (140,444)
         Loans sold                                                        500,000            750,000
         Loans originated for sale                                        (500,000)          (750,000)
         Provision for depreciation                                         48,971             23,014
         (Increase) decrease in deferred income tax assets                  15,180            (46,314)
         Increase in prepaid income taxes                                  (44,620)                --
           (Increase) decrease in other assets                              70,254            (58,794)
         Increase (decrease) in accrued interest payable                       114               (164)
         Increase in income taxes payable                                   27,737             84,025
         Decrease in other liabilities                                     (30,926)            (2,048)
                                                                     -------------      -------------
              Net cash provided by operating activities                    476,661            428,967

Cash Flows from Investment Activities
-------------------------------------
     Proceeds from maturing interest bearing deposits                           --          1,562,019
     Purchases of interest bearing deposits                                (95,000)        (1,369,272)
     Purchase of investment securities available for sale               (9,487,272)       (11,958,262)
     Proceeds from maturing investments available for sale               3,250,000                 --
     Purchase of other investments                                      (7,250,000)       (11,850,000)
     Proceeds from maturing other investments                            7,250,000          2,500,000
     Purchase of mortgage backed securities                            (12,473,993)                --
     Principal collected on mortgage backed securities                     865,612            196,301
     Net decrease in shorter term loans                                     58,628             26,297
     Loans purchased                                                      (207,279)          (203,488)
     Longer term loans originated or acquired                          (10,077,415)        (6,272,637)
     Principal collected on longer term loans                            6,005,428          7,440,875
     Investment in premises and equipment                                  (34,858)           (98,167)
     Purchase of stock in Federal Home Loan Bank of Atlanta                     --            (46,800)
     Decrease on investments in and loans to joint ventures                 50,000            275,000
                                                                     -------------       ------------
              Net cash used by investment activities                   (22,146,149)       (19,798,134)
</TABLE>

<PAGE>

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

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

                                                                                      For Six Months Ended
                                                                                                  March 31,           

                                                                                          1999             1998
                                                                                          ----             ----
<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                                                $  2,322,740        $(3,062,529)
     Net increase in certificates of deposit                                             14,521,121         13,763,043
     Decrease in checks outstanding in excess of bank balances                              (11,077)                --
     Net increase (decrease) in borrowings                                                 (937,168)         9,000,000
     Dividends on stock                                                                    (227,492)          (204,853)
     Stock repurchase                                                                      (409,496)           (53,754) 
                                                                                        -----------        -----------  
              Net cash provided by financing activities                                  15,258,628         19,441,907
                                                                                        -----------        -----------

(Decrease) increase in cash and cash equivalents                                         (6,410,860)            72,740
Cash and cash equivalents at beginning of period                                         14,422,780          7,946,628
                                                                                        -----------        -----------

Cash and cash equivalents at end of period                                             $  8,011,920       $  8,019,368
                                                                                        ===========        ===========

The following is a Summary of Cash and Cash Equivalents:
--------------------------------------------------------
     Cash                                                                              $    759,141       $  1,501,680
     Interest bearing deposits in other banks                                             3,728,779          5,442,620
     Federal funds sold                                                                   3,619,000          1,320,000
                                                                                        -----------        -----------
     Balance of cash items reflected on
      statement of financial condition                                                    8,106,920          8,264,300

         Less        - certificates of deposit with original maturities of more
                     than three months that are included in
                     interest-bearing deposits in other banks                                95,000            244,932
                                                                                        -----------        -----------

Cash and cash equivalents reflected on the
 Statement of Cash Flows                                                               $  8,011,920       $  8,019,368
                                                                                        ===========        ===========
Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------
     Cash paid during the period for:

         Interest                                                                      $  2,991,687       $  1,840,534
                                                                                        ===========        ===========

         Taxes                                                                         $    241,800       $    177,500
                                                                                        ===========        ===========
</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 six months
ended March 31, 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.  During the three month  period  ended March 31, 1999,  the
Bank's subsidiary, Mapleleaf Mortgage Corporation "Mapleleaf" ceased operations.

Note 2 - Cash Flow Presentation
         ----------------------

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

Note 3 - 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 three and six month  periods
ended March 31, as follows:
<TABLE>
<CAPTION>

                                      Six Months Ended                  Six Months Ended
                                        March 31, 1999                    March 31, 1998       
                                ------------------------------     ------------------------------    
                                  Basic           Diluted             Basic            Diluted 
                                -------------    -------------     -------------   --------------
<S>                            <C>               <C>             <C>              <C>          
Net income                       $   311,224       $   311,224     $    272,719     $     272,719

Weighted average shares
 outstanding                       1,245,044         1,245,044        1,229,457         1,229,457

Diluted securities:
   MSBP shares                            --            42,658               --            10,170
   Options                                --                --               --            40,103 
                                 -----------       -----------      -----------       ----------- 

Adjusted weighted average
 shares                            1,245,044         1,287,702        1,229,457         1,279,730

Per share amount                 $      0.25      $       0.24     $       0.22    $         0.21

</TABLE>


<PAGE>


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

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


Note 3 - Earnings Per Share - Continued
         ------------------

<TABLE>
<CAPTION>
                                      Three Months Ended                 Three Months Ended
                                         March 31, 1999                     March 31, 1998       
                                      Basic           Diluted            Basic          Diluted 

<S>                          <C>                <C>              <C>              <C>          
Net income                        $   150,090       $   150,090     $    119,250     $     119,250

Weighted average shares
 outstanding                        1,244,016         1,244,016        1,230,508         1,230,508

Diluted securities:
   MSBP shares                             --            42,658               --            11,072
   Options                                 --               247               --            43,336
                                   ----------       -----------     ------------      ------------

Adjusted weighted average
 shares                             1,244,016         1,286,921        1,230,508         1,284,916

Per share amount                 $       0.12      $       0.12     $       0.10     $        0.09
</TABLE>


Note 4 -  Reclassification
          ----------------

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

Note 5 -  Subsequent Event
          ----------------
 
         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 $7.0 million.

<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

         WHG Bancshares  Corporation is the holding company for Heritage Savings
Bank, F.S.B. (collectively,  the "Company" or the "Bank"). For the quarter ended
March 31, 1999, the Company earned $150,000, or $.12 diluted earnings per share,
as compared to net earnings of $119,000, or $.09 diluted earnings per share, for
the  comparative  1998  quarter.  For the six months ended March 31,  1999,  the
Company earned $311,000,  or $.24 diluted earnings per share, as compared to net
earnings of $273,000,  or $.21 diluted  earnings per share,  for the  comparable
1998 period.

         During the quarter ended March 31, 1999, Mapleleaf Mortgage Corporation
("MMC")  ceased  operations.  MMC, a subsidiary of the Bank,  was formed in June
1996 to  engage  in  mortgage  brokerage  operations.  MMC  was  not a  material
investment of the Bank.

         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 $7.0 million.

Financial Condition

         Total  assets of the Company  were  $148,285,000  as of March 31, 1999,
compared to $132,876,000 as of September 30, 1998, an increase of $15,409,000 or
11.60%.  The increase was  primarily  attributable  to increases in  investments
available for sale of $5,709,000, mortgage backed securities of $11,604,000, and
loans receivable $4,230,000.  The aforementioned increases were partially funded
by a decrease in interest-bearing deposits in other banks of $6,121,000. 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.

<PAGE>


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

Financial Condition - Continued

         Total  liabilities  of the Company  were  $132,526,000  as of March 31,
1999,  compared  to  $116,634,000  as of  September  30,  1998,  an  increase of
$15,892,000.  The increase was the result of an increase in deposits,  primarily
certificates of deposit,  of $15,960,000,  and advance payments by borrowers for
taxes and insurance of $884,000.  The Company's successful  advertising campaign
in 1998 for certificate of deposit products  contributed to the continued growth
in deposit  balances.  The increase in advance  payments by borrowers was due to
the cyclical nature of this account as borrowers  increased the accounts monthly
and  disbursements are made primarily in July through  September.  Additionally,
the Company  had an option to  repurchase  a note in the amount of $937,000  any
time after February 1, 1999 and exercised such option.

         Stockholders'  equity was $15,759,000 as of March 31, 1999, compared to
$16,243,000  as of September  30 1998, a decrease of $484,000.  The decrease was
the  result of an  aggregate  $409,000  repurchase  of the  Company's  stock,  a
$325,000  increase in unrealized losses on investment  securities,  and dividend
declaration  totaling $227,000.  The decrease was partially offset by net income
for the  period of  $311,000  and the  allocation  of shares to the Stock  Based
Benefit Plan of $166,000.

Results of Operations

Interest Income

         Total interest income for the six and three months ended March 31, 1999
was  $4,839,000  and  $2,483,000,   respectively,  compared  to  $3,744,000  and
$1,940,000 for the same periods in 1998, an increase of $1,095,000 and $543,000,
respectively. The increase for the six months ended March 31, 1999 was primarily
due to  increases  of  $21,704,000  and  $12,270,000  in the average  balance of
investment securities and mortgage backed securities.  In addition,  the average
balance of  investment  securities  and  mortgage  backed  securities  increased
$16,635,000 and $14,994,000,  respectively, for the three months ended March 31,
1999.  Offsetting  such increases to interest income for the six month and three
month periods ended March 31, 1999,  was a 21 and 19 basis point decrease in the
weighted average yield on interest-earning assets. The weighted average yield on
interest-earning  assets was 7.05% and 6.96% for the six and three month periods
ended March 31,  1999,  as  compared to 7.26% and 7.15% for the same  periods in
1998.

Interest Expense

         Total  interest  expense for the six and three  months  ended March 31,
1999 was $2,997,000  and  $1,541,000,  respectively,  compared to $1,940,000 and
$1,010,000  for the same  respective  periods in 1998, an increase of $1,057,000
and $531,000.  The increases resulted from the rise in the average dollar amount
of time  deposits for the six month and three month periods ended March 31, 1999
of $23,669,000 and  $25,908,000,  respectively.  Interest expense also increased
following  the rise in the  average  dollar  amount of  borrowings,  principally
Federal Home Loan Bank advances,  of $14,028,000 and $11,857,000,  respectively,
for the six month and three month periods ended March 31, 1999.

<PAGE>


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


Interest Expense - Continued

         Contributing to the increase in interest expense for the respective six
month and three  month  periods  was an  increase  in cost of funds of 31 and 33
basis points.  The weighted average rates paid on  interest-bearing  liabilities
were  4.84%  and  4.76%  for the six and three  months  ended  March  31,  1999,
respectively, as compared to 4.53% and 4.43% for the same periods in 1998.

Provision for Loan Losses

         The provision for loan losses for the six and three month periods ended
March 31, 1999 was $30,000 and  $15,000,  respectively,  as compared to $130,000
and $115,000 for the same respective  periods in 1998.  During the quarter ended
March 31, 1998, the Bank increased its allowance for loan losses by $115,000. Of
this increase,  $84,000 related to two residential  mortgage loans in the amount
of  $579,000,  thereby  increasing  non-performing  loans in 1998 of $420,000 to
$1,257,000. At March 31, 1999, non-performing loans were $66,000.

         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 March 31, 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.

         As discussed  in the Overview  section  herein,  the Bank,  on April 1,
1999,  purchased all of the assets and assumed all of the liabilities of Bankers
Affiliate,  Inc. Such  purchase  contributed  approximately  $7.0 million to the
Company's  loans  receivable  portfolio  primarily  in consumer  and home equity
loans.  Due to the possible greater risk of loss of these additional loan types,
and the overall  increase in the loan  portfolio,  the Company may  increase its
provision for loan losses in future periods.

Other Non-Interest Income

         Other  income for the six and three  months  ended  March 31,  1999 was
$147,000  and  $49,000,  respectively,  compared to $134,000 and $81,000 for the
corresponding periods in 1998. The increase of $13,000 for the six month periods
was  primarily  due to  increased  commissions  and  fees  from  MMC's  mortgage
brokerage  operation  activities  during the first  quarter of fiscal 1999.  The
$32,000  decrease for the three month  periods  resulted from a decline in other
commission and fees as MMC wound down  operations in preparation for its closure
in March, 1999.

<PAGE>


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


Non-Interest Expense

         Total non-interest  expense for the six months ended March 31, 1999 was
$1,423,000,  compared to $1,350,000  for the same period in 1998, an increase of
$73,000  or 5.41%.  Depreciation  expense  increased  $19,000  for the six month
period as the result of the purchase of new equipment.  The equipment  purchased
was in part in response to the Company's Year 2000 Compliance Plan.  Advertising
expense  decreased  $17,000 for the six months due to an aggressive  advertising
campaign  for  certificates  of  deposit  during  the prior  fiscal  year.  Data
processing  cost  increased  $10,000 for the six month period as a result of the
purchase of  additional  programs  and an increase in fees charged by the Bank's
service provider.

         Total  non-interest  expense for the three  months ended March 31, 1999
was  $703,000,  compared to $689,000 for the same period in 1998, an increase of
$14,000 or 2.03%.  Depreciation  expense  increased  $8,000 as  discussed in the
preceding paragraph.  Professional fees decreased $12,000 due to the reversal of
the accrued  accounting  fees for MMC and prior year fees  related to  strategic
planning that were not incurred in the current year.

Provision for Income Taxes

         The  provision for income taxes  increased  $38,000 and $36,000 for the
six and three months  ended March 31,  1999,  as compared to the same periods in
1998.  The  increases  were the  result  of an  increase  in net  income  before
provision for income taxes and the write-off of the deferred income tax asset of
MMC. In addition,  MMC  generated a loss during the six and three month  periods
ended March 31, 1999 for which no income tax benefit was recognized.

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.  Execution of
the  Plan is  currently  on  target.  The  Company  is  currently  in  Phase  4,
Validation,  which includes  testing and  verifications  of corrective  actions.
Concurrently,  the Company is also  addressing some issues related to subsequent
phases.  Prioritization  of the most critical  applications  has been addressed,
along with contract and service  agreements.  The primary operating software for
the Company is obtained and maintained by an external  provider of software (the
"External  Provider").  The Company has  maintained  ongoing  contact  with this
vendor so that  modification  of the software  for Year 2000  readiness is a top
priority and the testing Phase was completed in August of 1998.  The Company has
contacted all other  material  vendors and suppliers  regarding  their Year 2000
state of readiness.  Each of these third parties has delivered written assurance
to the  Company  that they  expect to be Year 2000  compliant  prior to the Year
2000. The

<PAGE>

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


Year 2000 - Continued

Company  is  in  the  process  of   contacting   all  material   customers   and
non-information  technology  suppliers (i.e. utility systems,  telephone systems
and security  systems)  regarding  their Year 2000 state of readiness.  The next
Phase, the Implementation Phase, is to certify that systems are Year 2000 ready,
along with  assurances  that any new systems are  compliant  on a  going-forward
basis.  The  Implementation  Phase is targeted for  completion  by September 30,
1999.

         Costs will be incurred due to the replacement of  non-compliant  teller
hardware and software.  The Company does not anticipate that the related overall
costs will be material in any single year. In total, the Company  estimates that
its cost for compliance will amount to approximately $186,000, employee time not
included.  No assurance can be given that the Year 2000  Compliance Plan will be
completed  successfully by the Year 2000, in which event the Company could incur
significant  costs. If the External  Provider is unable to resolve the potential
problem in time, the Company would likely experience significant data processing
delays,  mistakes or failures.  These delays,  mistakes or failures could have a
significant adverse impact on the financial statements of the Company.

         The Bank is  currently  developing  a  contingency  plan  (the  "Plan")
specific  to the Year 2000.  The Plan will  address  the  actions  that would be
undertaken if critical  business  functions  cannot be carried out in the normal
manner  upon  entering  the next  century  due to  computer  system or  supplier
failure.  If such events occur,  the Bank will input a manual  posting plan that
will entail  manual  postings  of  transactions  to the general  ledger and hand
calculations of interest for both savings  accounts and mortgages as well as the
calculations  of  dividends.  The Bank has a number of  employees  who have been
employed  by the Bank for at least 25 years who have  experience  in the  manual
postings to the general ledger as well as the hand  calculations of interest and
dividends.  The Bank is currently  devising a training program for all essential
personnel. Additionally, the Bank will have management personnel on site at each
office on the first  business  day of the Year 2000 to answer any  concerns  the
customer may have and offer any assistance to the Bank's employees.

         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

     The annual meeting of  shareholders  of the Company was held on January 19,
     1999 and the  following  matters were voted upon:  

     Proposal I - Election of directors with terms to expire in 2002.

                                  For         Withheld  
                               ----------     --------  
     Phillip W.  Chase,  Jr.    1,140,334      115,483 
     Edwin C. Muhly, Jr.        1,140,729      115,088 
     Peggy J. Stewart           1,140,729      115,088

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:   May 12, 1999              By: /s/ Peggy J. Stewart
                                      ------------------------------------------
                                       Peggy J. Stewart
                                       President and Chief Executive Officer
                                       (duly authorized officer)


 Date:   May 12, 1999              By: /s/Robin L. Taylor
                                      ------------------------------------------
                                       Robin L. Taylor
                                       Controller (chief accounting officer)