<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                    FORM 10-Q

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 
         For the quarter ended ...............................September 30, 1997

                              OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from............ to ................

                         COMMISSION FILE NUMBER: 0-24358

                                ML BANCORP, INC.
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                          23-2752439
      ----------------------------------------------------------------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)            Identification Number)


      Two Aldwyn Center
      Villanova, Pennsylvania                                    19085
      ----------------------------------------------------------------
      (Address of principal executive offices)              (Zip Code)

            (Registrant's telephone number, including area code:)
                               (610) 526-6460

Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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
                 ------       ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

         As of October 31, 1997, there were 14,547,600 shares issued and
         11,865,564 shares outstanding of the Registrant's Common Stock.


<PAGE>   2
                              ML BANCORP, INC.

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item
No.
---

<S>                                                                              <C>
  PART I - CONSOLIDATED FINANCIAL INFORMATION

1   CONSOLIDATED FINANCIAL STATEMENTS

    Consolidated Statements of Financial Condition
    September 30, (unaudited) and March 31, 1997................................   1

    Consolidated Statements of Operations for the Three and Six Months
    Ended September 30, 1997 and 1996 (unaudited)...............................   2

    Consolidated Statements of Cash Flows for the Three and Six Months
    Ended September 30, 1997 and 1996 (unaudited) ..............................   3

    Notes to Consolidated Financial Statements (unaudited)......................   5

2   Management's Discussion and Analysis of Financial
    Condition and Results of Operations.........................................   8 

PART II - OTHER INFORMATION

1   Legal Proceedings...........................................................   14
                                                                                 
2   Changes in Securities ......................................................   14
                                                                                 
3   Defaults Upon Senior Securities ............................................   14
                                                                                 
4   Submission of Matters to a Vote of Security Holders ........................   14
                                                                                 
5   Other Information...........................................................   14
                                                                                 
6   Exhibits and Reports on Form 8-K ...........................................   14
</TABLE>                                                                        


<PAGE>   3

ML BANCORP, INC.

Consolidated Statements of Financial Condition

September 30 and March 31, 1997
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                                          (Unaudited)
                                                                                         SEPTEMBER 30,           March 31,
ASSETS                                                                                       1997                   1997
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                             <C>
Cash (including interest-bearing deposits of $6,275 and $7,082                          
     at September 30 and March 31, 1997, respectively)                              $         25,514                17,744
Assets available for sale:                                                              
     Securities                                                                              745,813               597,825
     Loans                                                                                   207,010               104,708
Investments (market value $57,239 and $31,730                                           
     at September 30 and March 31, 1997, respectively)                                        57,649                32,071
Mortgage-related securities (market value $360,264 and $380,046                         
     at September 30 and March 31, 1997, respectively)                                       358,630               385,293
Loans receivable, net of allowance for loan loss ($17,758 and $14,733                   
     at September 30 and March 31, 1997, respectively)                                       815,075               730,535
Accrued income receivable                                                                     14,950                12,591
Other real estate owned, net                                                                   1,607                 1,332
Premises and equipment, at cost less accumulated depreciation                           
     ($18,588 and $16,904 at September 30 and March 31, 1997, respectively)                   17,564                16,988
Mortgage servicing rights                                                                     55,845                49,721
Goodwill and other intangible assets                                                          10,742                 2,751
Other assets                                                                                   5,385                 8,288
---------------------------------------------------------------------------------------------------------------------------

Total assets                                                                        $      2,315,784             1,959,847
===========================================================================================================================
                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
---------------------------------------------------------------------------------------------------------------------------
                                                                                        
Customer accounts                                                                   $      1,000,336               873,357
Advances from Federal Home Loan Bank                                                         533,583               437,418
Securities sold under agreements to repurchase                                               553,475               456,285
Advance payments by borrowers for taxes and insurance                                            593                 3,670
Other liabilities                                                                             17,460                 3,413
---------------------------------------------------------------------------------------------------------------------------
                                                                                        
Total liabilities                                                                          2,105,447             1,774,143
---------------------------------------------------------------------------------------------------------------------------
                                                                                        
Corporation-obligated mandatorily redeemable capital securities of subsidiary           
     trust holding solely junior subordinated debentures of the Corporation                   50,000                50,000
                                                                                        
Stockholders' Equity:                                                                   
     Preferred stock, no par value, authorized 5,000,000 shares;                        
         no shares issued and outstanding                                                          -                     -
     Common stock, $.01 par value, authorized 30,000,000 shares;                        
         14,547,600 shares issued                                                                 73                    73
     Additional paid-in capital                                                               93,133                97,237
     Common stock acquired by stock benefit plans                                             (6,683)               (7,336)
     Treasury stock, at cost; 2,682,033 and 3,271,046 shares                            
         at September 30 and March 31, 1997, respectively                                    (28,196)              (37,147)
     Retained earnings                                                                        94,315                83,280
     Unrealized gain (loss) on securities available for sale                                   7,695                  (403)
---------------------------------------------------------------------------------------------------------------------------
                                                                                        
Total stockholders' equity                                                                   160,337               135,704
---------------------------------------------------------------------------------------------------------------------------
                                                                                        
Total liabilities, minority interest in subsidiaries and stockholders' equity       $      2,315,784             1,959,847
===========================================================================================================================
</TABLE>









                                      1
<PAGE>   4
ML BANCORP, INC.

Consolidated Statements of Operations

Three and six months ended September 30, 1997 and 1996
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                        (Unaudited)                       (Unaudited)
                                                                        Three months                       Six months
                                                                     ended September 30,               ended September 30,
                                                              ----------------------------------------------------------------
                                                                    1997            1996             1997             1996
------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>         <C>                 <C>
Interest income:                                                                                
                                                                                                
     Loans                                                    $     18,372          15,736     $      35,594           31,952
     Mortgage-related and investment securities                      7,263           7,247            14,262           14,653
     Assets available for sale                                      13,668          11,476            26,087           21,251
     Interest-bearing deposits                                         188             147               338              276
------------------------------------------------------------------------------------------------------------------------------
         Total interest income                                      39,491          34,606            76,281           68,132
------------------------------------------------------------------------------------------------------------------------------
Interest expense:                                                                               
     Customer accounts                                               8,776           8,063            16,958           16,345
     FHLB advances                                                   7,152           7,047            13,953           13,467
     Other borrowings                                                7,215           6,231            13,579           11,985
------------------------------------------------------------------------------------------------------------------------------
         Total interest expense                                     23,143          21,341            44,490           41,797
------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                 16,348          13,265            31,791           26,335
Provision for loan losses                                              970           1,010             2,020            2,010
------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                 15,378          12,255            29,771           24,325
Non-interest income:                                                                            
     Retail fees and charges                                           681             434             1,357              847
     Mortgage banking operations                                     3,232           3,525             6,430            6,697
     Net gain (loss) on:                                                                        
         Sales of securities available for sale                        201              14               355               14
         Other real estate activities                                  (56)             17                 9              326
     Rental income                                                     183             137               354              308
     Other                                                             148              59               212              158
------------------------------------------------------------------------------------------------------------------------------
         Total non-interest income                                   4,389           4,186             8,717            8,350
------------------------------------------------------------------------------------------------------------------------------
Non-interest expenses:                                                                          
     Compensation and employee benefits                       $      6,776           5,599     $      12,555           11,073
     Advertising                                                       471             690               842            1,225
     Data processing                                                   474             439               947              854
     Federal insurance premiums                                        130           5,249               262            5,711
     Amortization of goodwill and other intangible assets              324           1,177               598            2,796
     Net occupancy costs                                             1,543           1,406             3,136            2,828
     Professional fees                                                 378             191               985              390
     Minority interest in expense of subsidiaries                    1,321               -             2,568                -
     Other                                                           1,604           1,228             3,160            2,661
------------------------------------------------------------------------------------------------------------------------------
         Total non-interest expenses                                13,021          15,979            25,053           27,538
------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                           6,746             462            13,435            5,137
Income taxes                                                         2,678          (3,638)            5,613           (2,208)
------------------------------------------------------------------------------------------------------------------------------
         Net income                                           $      4,068           4,100     $       7,822            7,345
==============================================================================================================================
Primary earnings per share                                    $       0.35            0.35     $        0.69             0.62
==============================================================================================================================
Fully diluted earnings per share                              $       0.35            0.35     $        0.68             0.62
==============================================================================================================================
Weighted average number of shares-primary                       11,475,231      11,798,856        11,355,840       11,833,625
==============================================================================================================================
Weighted average number of shares-fully diluted                 11,623,163      11,874,359        11,570,085       11,932,612
==============================================================================================================================
</TABLE>





                                       2
<PAGE>   5
ML BANCORP, INC.

Consolidated Statements of Cash Flows

Six months ended September 30, 1997 and 1996

(in thousands)

<TABLE>
<CAPTION>
=========================================================================================================================
                                                                                                  (Unaudited)
                                                                                                   Six months
                                                                                               ended September 30,
                                                                                      -----------------------------------
                                                                                             1997               1996
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                       <C>
Net cash flows from operating activities:                                                 
  Net income                                                                          $         7,822              7,345
-------------------------------------------------------------------------------------------------------------------------
  Adjustments to reconcile net income to net cash                                         
      provided (used) by operating activities:                                            
         Amortization of:                                                                 
             Goodwill and other intangible assets                                     $           598              2,796
             Deferred loan origination fees                                                    (1,268)            (1,343)
             Premiums and discounts                                                            36,208              1,514
             Common stock acquired by stock benefit plans                                       1,538              1,335
             Mortgage servicing rights                                                          4,235              3,995
         Provision for loan losses                                                              2,020              2,010
         Net (gain) loss on sale of assets available for sale:                            
             Securities                                                                          (355)               (14)
             Loans                                                                             (3,416)            (4,488)
         Net (gain) loss on other real estate activities                                           (9)              (326)
         Depreciation and amortization                                                          1,529              1,278
         Increase/decrease in net of effects from purchase of Penncore:                   
             Loans available for sale                                                         (98,886)            21,283
             Accrued income receivable                                                         (2,359)               (53)
             Deferred federal income taxes                                                      5,782               (562)
             Other assets                                                                       2,903             (5,275)
             Other liabilities                                                                  3,025              2,868
-------------------------------------------------------------------------------------------------------------------------
  Total adjustments                                                                           (48,455)            25,018
-------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities                                              (40,633)            32,363
-------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:                                                     
  Net decrease (increase) in loans receivable                                                 (84,810)           (42,222)
  Proceeds from sales of:                                                                 
      FHLB stock                                                                                5,911              6,513
      Securities available for sale                                                             5,655             38,043
  Proceeds from maturities or repayments of:                                              
      Mortgage-related securities                                                              27,509             32,377
      Securities available for sale                                                            52,996             62,383
      Investments                                                                               5,000              6,000
  Purchases of:                                                                           
      Mortgage related securities                                                                   -            (19,485)
      Securities available for sale                                                          (191,612)          (187,291)
      Investments                                                                             (74,877)           (18,794)
      Mortgage servicing rights                                                               (10,359)           (25,684)
  Net decrease (increase) in other real estate owned                                              (69)               159
  Proceeds from other real estate activities                                                      284              1,401
  Excess of liabilities assumed over assets acquired                                           (8,589)            (3,750)
  Purchases of premises and equipment                                                          (2,105)            (1,959)
  Payment for purchase of Penncore, net of cash acquired                                         (906)                 -
-------------------------------------------------------------------------------------------------------------------------

Net cash used by investing activities                                                        (275,972)          (152,309)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                                     (Continued)

                                       3
<PAGE>   6
ML BANCORP, INC.

Consolidated Statements of Cash Flows, Continued

(in thousands)

<TABLE>
<CAPTION>
============================================================================================================================
                                                                                                     (Unaudited)
                                                                                                      Six months
                                                                                                  ended September 30,
                                                                                         -----------------------------------
                                                                                                 1997             1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                       <C>
Cash flows from financing activities:
  Net increase in customer accounts                                                       $    126,979              (23,520)
  Dividends paid                                                                                (2,231)              (2,113)
  Proceeds from securities sold under agreements to repurchase                                 211,357              186,798
  Payments of securities sold under agreements to repurchase                                  (114,167)             (56,483)
  Proceeds from FHLB advances                                                                  123,915               76,258
  Payments of FHLB advances                                                                    (27,750)             (57,000)
  Net decrease in advance payments by borrowers for taxes and insurance                         (3,077)              (2,336)
  Treasury stock issued for purchase                                                             9,224
  Purchase of treasury stock                                                                         -               (7,666)
  Stock options exercised                                                                          125                    -
----------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                                      324,375              113,938
----------------------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                                        7,770               (6,008)
Cash and cash equivalents:
  Beginning of period                                                                           17,744               23,323
----------------------------------------------------------------------------------------------------------------------------
  End of period                                                                           $     25,514               17,315
============================================================================================================================

Supplemental disclosure:
  Cash payments for interest                                                              $     40,269               41,570
  Cash payments for income taxes                                                                 8,600                  500
  Transfer of loans receivable into other real estate owned                                        481                  103
  Net unrealized gain (loss) on securities available for sale                                   13,338               (1,889)
  Tax effect on unrealized gain (loss) on securities available for sale                          8,098                 (718)
============================================================================================================================
</TABLE>




                                       4
<PAGE>   7
ML BANCORP, INC.

Notes to Consolidated Financial Statements (unaudited)

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

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying consolidated financial statements were prepared in
         accordance with instructions to Form 10-Q, and therefore, do not
         include information or footnotes necessary for a complete presentation
         of financial position, results of operations and cash flows in
         conformity with generally accepted accounting principles. However, all
         normal, recurring adjustments which, in the opinion of management, are
         necessary for a fair presentation of the financial statements, have
         been included. These financial statements should be read in conjunction
         with the audited financial statements and the notes thereto included in
         the ML Bancorp, Inc. ("Company") Annual Report for the period ended
         March 31, 1997. The results for the six months ended September 30, 1997
         are not necessarily indicative of the results that may be expected for
         the fiscal year ended March 31, 1998.

(2)      RECENT ACCOUNTING PRONOUNCEMENTS

         In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share"
         (EPS). This statement, which supercedes APB Opinion No. 15, simplifies
         the standards for computing EPS and makes them comparable to
         international standards. SFAS No. 128 replaces the current "primary"
         and "fully diluted" earnings per share with "basic" and "diluted"
         earnings per share. Basic EPS is computed by dividing income available
         to common stockholders by the weighted-average number of common shares
         outstanding for the period. Diluted EPS reflects the potential dilution
         that could occur if securities or other contracts to issue common stock
         were exercised or converted into common stock, or resulted in the
         issuance of common stock that then shared in the earnings of the
         company. Diluted EPS is computed similarly to fully diluted EPS
         pursuant to APB Opinion No. 15. This statement is effective for
         financial statements issued for periods ending after December 15, 1997,
         including interim periods; earlier application is not permitted. This
         statement requires restatement of all prior period EPS data presented.
         If this statement would have been in effect for these financial
         statements, the reported EPS would have been as follows:


<TABLE>
<CAPTION>
                             For three months ended June 30,       For six months ended September 30,
                          ------------------------------------     -----------------------------------
                                1997                 1996               1997               1996
                          ------------------   ---------------     ----------------   ----------------
<S>                                  <C>                <C>                 <C>                <C>  
Earnings per share:                                                                                 
  Basic                              $0.36              $0.28               $0.74              $0.64
  Diluted                             0.33               0.27                0.68               0.62
</TABLE>

         In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
         Income." This statement establishes standards for the reporting and
         display of comprehensive income and its components in a full set of
         general purpose financial statements. SFAS No. 130 requires that all



                                       5
<PAGE>   8
ML BANCORP, INC.

Notes to Consolidated Financial Statements (unaudited)

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

(2)      CONTINUED

         items that are required to be recognized as components of comprehensive
         income be reported in a financial statement that is displayed with the
         same prominence as other financial statements. The statement does not
         require a specific format for that financial statement but requires
         that an enterprise display an amount representing total comprehensive
         income for the period in that financial statement. SFAS No. 130 is
         effective for fiscal years beginning after December 15, 1997. The
         Company will include this new reporting information in its fiscal 1999
         consolidated financial statements as required.

         In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
         of an Enterprise and Related Information." SFAS No. 131 establishes
         standards for the way that public business enterprises report
         information about operating segments in annual financial statements and
         requires that those enterprises report selected information about
         operating segments in interim financial reports issued to stockholders.
         Is also establishes standards for related disclosures about products
         and services, geographic areas, and major customers. SFAS No. 131 is
         effective for financial statements for periods beginning after December
         15, 1997. The Company will include this new reporting information in
         its fiscal 1999 consolidated financial statements as required.

(3)      LOANS RECEIVABLE

         Loans receivable at September 30 and March 31, 1997 consisted of the
         following (in thousands):

<TABLE>
<CAPTION>
                                                                                    SEPTEMBER 30,           March 31,
                                                                                        1997                  1997
----------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                         <C>
Real estate loans:                                                                    
     One- to four-family                                                          $       304,741             310,456
     Construction and land:                                                           
         Residential                                                                      107,289              90,618
         Commercial                                                                        28,639              38,913
     Commercial real estate                                                               191,561             130,017
     Multi-family                                                                          14,646              12,411
----------------------------------------------------------------------------------------------------------------------
Total real estate loans                                                                   646,876             582,415
----------------------------------------------------------------------------------------------------------------------
                                                                                      
Other loans:                                                                          
     Consumer:                                                                        
         Home equity and equity lines of credit                                           147,018             131,699
         Other                                                                             11,388              10,990
     Commercial                                                                           102,203              84,034
----------------------------------------------------------------------------------------------------------------------
Total other loans                                                                         260,609             226,723
----------------------------------------------------------------------------------------------------------------------
                                                                                          907,485             809,138
                                                                                      
Loans in process (construction loans)                                                     (71,059)            (59,916)
Deferred loan fees                                                                         (3,593)             (3,954)
Allowance for loan losses                                                                 (17,758)            (14,733)
----------------------------------------------------------------------------------------------------------------------
                                                                                  $       815,075             730,535
======================================================================================================================
</TABLE>


                                       6
<PAGE>   9
ML BANCORP, INC.

Notes to Consolidated Financial Statements (unaudited)

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

(3)      CONTINUED

         Activity in the allowance for loan losses for the three months ended
         September 30, 1997 and 1996 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                              Three months ended                 Six months ended
                                                 September 30,                      September 30,
                                         ------------------------------   ---------------------------------
                                              1997            1996              1997             1996
-----------------------------------------------------------------------   ---------------------------------
<S>                                      <C>                    <C>       <C>                       <C>
Balance, beginning of period             $      15,514          14,053    $        14,733           13,124
Provision for loan losses                          970           1,010              2,020            2,010
Charge-offs                                       (146)            (91)              (423)            (199)
Recoveries                                           4               0                 12                0
Acquisitions                                     1,416               9              1,416               46
-----------------------------------------------------------------------   ---------------------------------
Balance, end of period                   $      17,758          14,981    $        17,758           14,981
=======================================================================   =================================
</TABLE>


(4)      CUSTOMER ACCOUNTS


         The major types of customer accounts by amounts and the percentages of
         such types to total customer accounts are as follows (in thousands):

<TABLE>
<CAPTION>
                                                               SEPTEMBER 30, 1997                   March 31, 1997
                                                          ----------------------------      -------------------------------
                                                                                % OF                                  % of
                                                                AMOUNT         TOTAL                 Amount          total
----------------------------------------------------------------------------------------------------------------------------
                                                                          
<S>                                                       <C>                 <C>           <C>                     <C>
Noninterest-bearing accounts                              $    122,724         12.27 %      $       118,836          13.61 %
Money market and NOW accounts                                  180,060         18.00                156,325          17.90
Passbook and statement savings accounts                        156,495         15.64                 88,574          10.14
----------------------------------------------------------------------------------------------------------------------------
                                                               459,279         45.91                363,735          41.65
Certificates of deposit                                        489,971         48.98                469,073          53.71
Repurchase agreements with customers                            51,086          5.11                 40,549           4.64
----------------------------------------------------------------------------------------------------------------------------
                                                          $  1,000,336        100.00 %      $       873,357         100.00 %
============================================================================================================================
</TABLE>



                                       7
<PAGE>   10
                   MANAGEMENT'S DISSCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

For the quarter ended September 30, 1997 net income amounted to $4.1 million
or $0.35 per fully diluted share, which were equal to net income and earnings
per share for the comparable period of fiscal 1996. Net income for the six month
period ended September 30, 1997, was $7.8 million or $0.68 per fully diluted
share, compared to $7.3 million or $0.62 per fully diluted share for the same
six month period of 1996. The acquisition of Penncore Financial Services
Corporation, which was closed on September 8, 1997, and was accounted for as a
purchase accounting transaction, had no significant impact on net income or
earnings per share during the current quarter.

FINANCIAL CONDITION

CASH AND INVESTMENTS. Cash and Investments increased by $33.3 million or 66.9%
from $49.8 million at March 31, 1997 to $83.2 million at September 30, 1997. The
increase was primarily attributable to investment purchases of $70.5 million
partially offset by sales occurring during the recent six month period.

MORTGAGE-RELATED SECURITIES AND MORTGAGE-RELATED, DEBT AND EQUITY SECURITIES
AVAILABLE-FOR-SALE. Mortgage-related securities and mortgage-related, debt and
equity securities available-for-sale increased by $121.3 million or 12.3% at
September 30, 1997 to $1,104.4 million from $983.1 million at March 31, 1997.
This increase is mainly associated with $188.0 million in mortgage-related
security purchases partially offset by $76.6 million in repayments and
maturities.

LOANS AVAILABLE-FOR-SALE AND LOANS RECEIVABLE, NET. Total loans receivable
(loans receivable, net and loans available-for-sale) amounted to $1,022.1
million at September 30, 1997 representing an increase of $186.8 million or
22.4% above the March 31, 1997 level. This was due primarily to an increase of
$102.3 million or 97.7% in loans available-for-sale and an increase of $84.5
million or 11.6% in loans receivable, net. The increase in loans
available-for-sale was primarily related to increased residential mortgage
warehouse loans while the increase in loans receivable, net was caused by the
addition of $64.3 million related to the Penncore Financial Services acquisition
(mainly commercial loans and residential mortgages), core consumer loan growth
of $11.8 million and core commercial loan growth of $15.0 million.

NONPERFORMING ASSETS. Total nonperforming assets for the Company declined by
$1.0 million from $10.7 million or 0.55% of total assets at March 31,1997 to
$9.7 million or 0.42% of total assets at September 30, 1997. The Company's
nonperforming loans at September 30,1997 amounted to $8.1 million resulting in a
decline of $1.3 million or 13.5% from March 31,1997. Other real estate owned
increased to $1.6 million at



                                      8
<PAGE>   11

September 30, 1997 representing an increase of $275 thousand or 20.7% from the
March 31, 1997 level of $1.3 million.

At September 30, 1997, the Company's allowance for loan losses amounted to $17.8
million (which included $500,000 of specific reserves for one commercial loan)
or 218.5 % of nonperforming loans and 1.71% of gross loans receivable. At March
31, 1997, the Company's allowance for loan losses was $14.7 million (which
included $500,000 for the commercial loan previously noted and $300,000 for two
residential mortgage project loans) or 156.9% of nonperforming loans and 1.73%
of gross loans receivable.

MORTGAGE SERVICING RIGHTS. Mortgage servicing rights, both purchased and
originated ("MSRs") increased $6.1 million or 12.3% from $49.7 million at March
31,1997 to $55.8 million at September 30, 1997. The increase was due primarily
to the purchase of $8.4 million of MSRs, primarily the People's Heritage
portfolio, and the origination of $1.9 of MSRs during the six month period.
Partially offsetting these increases was $4.2 of amortization of MSRs during the
six month period.

CUSTOMER ACCOUNTS. Customer accounts totaled $1,000.3 million at September 30,
1997 amounting to an increase of $127.0 million or 14.5 % from the level
recorded at March 31, 1997 of $873.4 million. The change was almost entirely
associated with increases in interest-bearing accounts and repurchase agreements
with customers. $95.0 million of the customer account increase was associated
with the Penncore acquisition.

BORROWINGS. Total borrowings increased by $193.4 million to $1,087.1 million at
September 30, 1997 as compared to $893.7 at March 31, 1997. The Company's
borrowings are primarily comprised of advances from the Federal Home Loan Bank
("FHLB") and repurchase agreements. Repurchase agreements are commitments the
Company enters into to sell securities under terms which require it to
repurchase the same securities by a specified date. Such agreements represent a
competitive cost funding source for the Company; however, the Company is subject
to the risk that the lender may default at maturity and not return the
collateral. The repurchase agreements are primarily comprised of various Federal
Home Loan Mortgage Corporation ("FHLMC") and large, established brokerage
institution repurchase agreements. At September 30, 1997, the Company had
repurchase agreements amounting to $553.5 million with a weighted average
maturity of approximately 17 months and a weighted average interest rate of
5.71%. FHLB advances totaled $533.6 million at September 30, 1997, with a
weighted average maturity of approximately 28 months and a weighted average
interest rate of 5.94%.

EQUITY. Total equity amounted to $160.3 million or 6.92% of total assets at
September 30, 1997, as compared to $135.7 million or 6.92% at March 31,1997.
Total equity increased by $24.6 million during the six months ended September
30, 1997 primarily as a result of net income of $7.8 million, an $8.1 million
net of tax increase in unrealized gains related to mortgage-related, debt and
equity securities classified as assets available


                                      9
<PAGE>   12

for sale and $9.9 million of additional equity associated with the Penncore
acquisition. This was partially offset by dividends paid out to shareholders
during this period of $2.2 million.

RESULTS OF OPERATIONS

NET INCOME. Net income for the quarter ended September 30, 1997, amounted to
$4.1 million or $0.35 per fully diluted share, essentially the same as the
results for the comparable period in the previous year which included a net
$0.06 per share enhancement related to a recapture of a tax bad debt reserve
that was partially offset by a one-time charge associated with a Savings
Association Insurance Fund (SAIF) speecial assessment. After adjusting for the
net favorable impact of these one-time nonrecurring items, core earnings
increased by $668 thousand or 19.6% while earnings per share rose $0.06 or 20.7
% above the second quarter of fiscal 1997. The improvement in the current
quarters core earnings was primarily due to an increase in net interest income
associated with an increase in interest earning assets and a lower cost of funds
attributable to an improved deposit mix and lower rates on borrowed funds. This
favorable change was partially offset by a higher level of core operating
expenses above the prior comparable period due to the continuation of the
business center expansion program and the Trust Preferred minority interest
expense which were partially offset by lower federal deposit insurance premiums,
exclusive of the special SAIF assessment and lower goodwill costs from previous
acquisitions. For the six month period ended September 30, 1997, net income
totaled $7.8 million or $.68 per share, an increase of $477 thousand or 6.5%
over the prior comparable period.

NET INTEREST INCOME. Net interest income before the provisison for loan losses
amounted to $16.3 million for the quarter ended September 30, 1997, resulting in
an increase of $3.1 million or 23.2 % above the $13.3 recorded in the prior
comparable period. For the six months ended September 30, 1997, net interest
income befor the provision for loan losses was $31.8 million, which represented
an increase of $5.5 million or 20.7 % above the $26.3 million recorded in the
prior comparable period in 1996.

Total interest income for the quarter ended September 30, 1997, of $39.5 million
was $4.9 million or 14.1% above the prior comparable period of $34.6 million.
For the six months ended September 30, 1997, interest income of $76.3 million
was $8.1 million or 12.0% above the $68.1 recorded in the comparable period in
1996. These increases were primarily attributable to the growth in average
interest-earning assets of $162.4 million or 8.6% and $230.2 million or 12.4%
for the three and six months ended September 30, 1997, compared to the
comparable periods ended September 30, 1996, respectively.

Total interest expense for the quarter ended September 30, 1997, amounted to
$23.1 million representing an increase of $1.8 million or 8.4% above the prior
comparable period in 1996 of $21.3 million. For the six months ended September
30, 1997, interest expense of $44.5 million increased $2.7 million or 6.4% above
the comparable six month



                                      10
<PAGE>   13

period of 1996 of $41.8 million. The increases in interest expense were
attribitable to higher average interest-bearing liabilities at September 30,
1997, relative to the comparable periods in 1996, which more than offset the
reduction in the Company's cost of funds for the three and six month periods.
The increase in average interest-bearing liabilities was $188.8 million or 10.8%
and $163.6 million or 9.6 % for the three and six months ended September 30,
1997, respectively, over the comparable periods in 1996. The average interest
rate paid for interest-bearing liabilities declined by 11 and 14 basis points
over the respective three and six month periods.

PROVISION FOR LOAN LOSSES. The Company establishes provisions for loan losses,
which are charged to earnings, in order to maintain the allowance for loan
losses at a level which is deemed to be appropriate based upon an assessment of
prior loss experience, the volume and type of lending being conducted by the
Company, industry standards, past due loans, economic conditions in the
Company's market area generally and other factors related to the collectibility
of the Company's loan portfolio. For the quarter ended September 30, 1997, the
provision for loan losses amounted to $970 thousand.

Consistent with its long-term goals, the Company intends to continue to increase
its originations and/or participations of commercial real estate and commercial
business loans. Commercial loans, while typically having a higher yield, entail
different risks when compared to residential lending because such loans usually
involve larger loan balances to single borrowers and because the payment
experience on such loans is dependent on the successful operation of the project
or the borrower's business. The Company attempts to mitigate risk exposure by
limiting such lending to proven developers/owners, only considering properties
with existing operating performance which can be analyzed, requiring
conservative debt coverage ratios and continually monitoring the operation and
physical condition of the collateral.

Although management utilizes its best judgment in providing for possible losses,
there can be no assurance that the Company will not have to increase its
provision for loan losses in the future as a result of adverse changes in
nonperforming loans or for other reasons, which could affect the Company's
results of operations. In addition, various regulatory agencies, as an integral
part of their examination process, periodically review the Company's provision
for loan losses and the carrying value of its other nonperforming assets based
on their judgements about information available to them at the time of their
review.

NONINTEREST INCOME. Total noninterest income amounted to $4.4 million and $8.7
million for the three and six month periods ended September 30, 1997, resulting
in increases of $203 thousand or 4.8% and $367 thousand or 4.4% over the prior
comparable periods of 1996, respectively. Retail fees and charges were one of
the primary reasons for the increases for both periods due to the larger retail
customer base and the higher level of investment product sales. Gains on the
sale of securities accounted for the remaining increase and amounted to $201
thousand and $355 thousand during the



                                      11
<PAGE>   14
current quarter and the six months ended September 30, 1997, as compared to only
$14 thousand for the previous comparable periods of 1996. Income from Mortgage
Banking operations of $3.2 million and $6.4 million represented modest declines
of $293 thousand and $267 thousand from the comparable prior year periods due to
a decline in mortgage originations.

NONINTEREST EXPENSES. Noninterest expenses amounted to $13.0 million and $25.1
million for the three and six months ended September 30, 1997, as compared to
$16.0 million and $27.5 million for the prior comparable periods in 1996. If the
prior year one-time special SAIF assessment of $4.8 million was excluded,
noninterest expenses would have increased by $1.8 million or 16.5% and $2.3
million or 10.2% above the same periods in 1996. Compensation and employee
benefits expense increased by $1.2 million or 21.0% and $1.5 million or 13.4 %
for the three and six month comparable periods of the prior year due to the
continued business center expansion, the addition of Private Banking Division,
general merit increases for employees and the Penncore acquisition expenses in
the month of September. The Trust Preferred securities expense amounted to $1.3
million and $2.6 million for the current quarter and the six month period
resulting from the issuance of the ML Capital Trust securities during the last
quarter of fiscal 1997. Net occupancy expenses and other operating costs
increased due primarily to the business center expansion as well as new product
initiatives. Offsetting the above expense increases were reductions in federal
insurance premiums of $349 thousand or 72.9% and $649 thousand or 71.2% from the
three and six month prior comparable periods of 1996 due to a reduction of the
SAIF rates from $0.23 per $100 of deposits to $0.06 per $100 of deposits.
Amortization of goodwill amounted to $324 thousand and $598 thousand for the
quarter and six month period representing declines of $853 thousand or 72.5% and
$2.2 million or 78.6 % from the comparable periods of 1996 due to the reduction
of goodwill for the Suburban Federal and Philadelphia Mortgage acquisitions and
the completion of goodwill amortization for Hart Mortgage, the Colonial IRA
Deposits and the Aldwyn Center buildings.

INCOME TAXES. Income tax expense totaled $2.7 million or an effective tax rate
of 39.7% for the three months ended September 30, 1997 compared to a credit of
$3.6 million for the prior comparable period. The tax benefit in 1996 was
primarily associated with the recapture of a tax bad debt reserve of $3.8
million. For the six months ended September 30, 1997, income tax expense
amounted to $5.6 million or an effective tax rate of 41.8% compared to a credit
of $2.2 million for the prior comparable period of 1996 due to the previously
mentioned tax bad debt reserve recapture. Differences between the effective and
statutory rates for the periods ended September 30, 1997 and 1996 are due to
items that are either nontaxable or nondeductible, such as tax-exempt interest
income and amortization of goodwill.



                                      12
<PAGE>   15

CAPITAL RESOURCES. The Office of Thrift Supervision ("OTS") regulators require
that the Company's subsidiary, Main Line Bank ("Bank") meet minimum regulatory
tangible, core and risk-based capital requirements. At September 30, 1997, the
Bank exceeded all regulatory capital requirements.

The following table sets forth the Bank's compliance with each of the regulatory
capital requirements at September 30, 1997:


<TABLE>
<CAPTION>
                                                     Tangible            Core            Risk-Based
                                                      Capital           Capital            Capital
                                                     ----------------------------------------------
<S>                                                  <C>                <C>                <C>
Total Regulatory Capital                             $124,785           $124,785           $138,774
Minimum Required Regulatory Capital                    34,315             68,763             89,267
                                                       --------------------------------------------
Excess Regulatory Capital                            $ 90,470           $ 56,022           $ 49,507
                                                       --------------------------------------------
                                                                                    
Regulatory Capital as a                                                             
  Percentage of Assets (1)                               5.45%              5.45%             12.44%
                                                                                    
Minimum Capital Required as a                                                       
  Percentage of Assets                                   1.50               3.00               8.00
                          -------------------------------------------------------------------------
                                                                                    
Excess Regulatory Capital as a                                                      
  Percentage of Assets                                   3.95%              2.45%              4.44%
                                                         ------------------------------------------
</TABLE>

(1) Tangible and Core Capital are computed as a percentage of adjusted total
assets of $2.3 billion. Risk-based capital is computed as a percentage of total
risk-weighted assets of $1.1 billion.

LIQUIDITY. The Company is required by the OTS to maintain average daily balances
of liquid assets and short-term liquid assets (as defined) in amounts equal to
5% and 1%, respectively, of net withdrawable deposits and borrowings payable in
one year or less to assure its ability to meet demand for withdrawals and
repayment of short-term borrowings. The liquidity requirements may vary from
time to time at the direction of the OTS depending upon economic conditions and
deposit flows. The Company's liquidity ratio and short-term liquid asset ratio
as of September 30, 1997 was 5.1% and 3.5%, respectively.





                                      13
<PAGE>   16
PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         There are no material legal proceedings to which the
         Registrant or any of its subsidiaries is a part or to which
         any of their property is subject.

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Not Applicable

         (b)    A report on Form 8-K was filed on September 22, 1997 to
                announce that the acquisition of Penncore Financial Services
                Corporation of Bucks County, Pennsylvania was effective at the
                close of business September 8, 1997. As a result of the
                acquisition, ML Bankcorp, Inc. will add approximately $130.0
                million in assets and $90.0 million in deposits. Commonwealth
                State Bank, a wholly owned subsidiary of Penncore, will be
                merged into Main Line Bank, a wholly-owned subsidiary of ML
                Bancorp, Inc. Penncore shareholders received $36.56 in cash or
                a combination of cash and common shares of ML Bancorp, Inc.
                stock for each of their shares.


                A report on Form 8-K was filed on September 23, 1997 to
                announce that ML Bancorp, Inc. executed a Definitive Agreement
                on September 18, 1997 to be acquired by Sovereign Bancorp, Inc.
                of Wyomissing, Pennsylvania. The terms of the agreement call
                for Sovereign to exchange 1.67 shares of Sovereign common stock
                for each outstanding share of ML Bancorp common stock for a
                total consideration of approximately $345 million in Sovereign
                stock. The transaction is expected to close in the first
                quarter of 1998 and will be accounted for as a pooling of
                interests.



                                        14
<PAGE>   17

                                   SIGNATURES

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


        ML BANCORP, INC.




Date: November 20, 1997






/s/ BRIAN M. HARTLINE
--------------------------
Brian M. Hartline
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)