================================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                        Date of Report: December 1, 1998
                        (Date of earliest event reported)



                            ATLANTIC FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)



          Virginia                       0-21285                 54-1809409
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      Identification No.)

        7171 George Washington Mem. Hwy.
              Gloucester, Virginia                      23061
    (Address of Principal Executive Offices)          (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 693-0628


                     Mid-Atlantic Community BankGroup, Inc.
          (Former Name or Former Address, if Changed Since Last Report)




================================================================================

<PAGE>

Item 2.      Acquisition or Disposition of Assets.

         On  December  1, 1998,  Atlantic  Financial  Corp.,  formerly  known as
Mid-Atlantic  Community  BankGroup,  Inc. (the "Company"),  and United Community
Bankshares, Inc. ("UCB") consummated the merger of UCB with and into the Company
(the "Merger") pursuant to an Agreement and Plan of Reorganization,  dated as of
July 8, 1998, between the Company and UCB and a related Plan of Merger. Pursuant
to the Merger, each outstanding share of UCB's common stock, par value $1.00 per
share ("UCB Common  Stock"),  other than shares as to which  dissenters'  rights
have been duly  exercised,  was  converted  into 1.075  shares of the  Company's
common stock,  par value $5.00 per share ("Company  Common Stock"),  and cash in
lieu of fractional  shares. In addition,  all rights to acquire UCB Common Stock
pursuant to stock  options  granted by UCB under UCB's stock  option  plans were
converted into options for Company Common Stock.

         As a result of the Merger,  The Bank of Franklin and The Bank of Sussex
and Surry, the former  subsidiaries of UCB, became wholly owned  subsidiaries of
the Company. In addition, in connection with the Merger, the Company changed its
name from "Mid-Atlantic Community BankGroup, Inc." to "Atlantic Financial Corp."
effective as of December 1, 1998.

         For a more  detailed  description  of the  Merger,  see the Joint Proxy
Statement/  Prospectus  filed by the Company with the  Commission on October 19,
1998 pursuant to Rule 424 (b)(3) under the  Securities  Act of 1933, as amended,
which is incorporated herein by reference. The Joint Proxy Statement/ Prospectus
was filed as part of the Company's  Registration Statement on Form S-4 (File No.
333-62997), dated September 4, 1998.

         Effective  December  1, 1998,  shares of  Company  Common  Stock  began
trading on the Nasdaq SmallCap Market  ("Nasdaq") under the symbol "AFIC." Prior
to that date,  shares of Company  Common Stock traded on Nasdaq under the symbol
"MABG."


Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)    Financial Statements of Businesses Acquired.

             The  financial  statements  of UCB  required to be included in this
             report are not included herein pursuant to Item 7(a)(4) and will be
             filed as soon as possible.

      (b)    Pro Forma Financial Information.

             The pro forma financial information required to be included in this
             report is not  included herein pursuant to Item 7(b)(2) and will be
             filed as soon as possible.

      (c)    Exhibits.

             Exhibit No.               Description

             2.1               Agreement  and  Plan  of  Reorganization  between
                               Mid-Atlantic Community BankGroup, Inc. and United
                               Community  Bankshares,  Inc., dated as of July 8,
                               1998,  filed as Exhibit  2.1 to the  Registration
                               Statement on Form S-4 (File No. 333-62997), dated
                               September   4,  1998,   incorporated   herein  by
                               reference.




                                      -2-
<PAGE>

                                    SIGNATURE

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


                                          ATLANTIC FINANCIAL CORP.



Dated:  December 15, 1998                 By: /s/ Kenneth E. Smith          
                                              ----------------------------------
                                              Kenneth E. Smith
                                              Executive Vice President
                                                and Chief Financial Officer



<PAGE>

                                INDEX TO EXHIBITS


No.                        Description

2.1           Agreement  and  Plan  of   Reorganization   between   Mid-Atlantic
              Community BankGroup,  Inc. and United Community Bankshares,  Inc.,
              dated as of July 8, 1998, filed as Exhibit 2.1 to the Registration
              Statement  on Form S-4 (File No.  333-62997),  dated  September 4,
              1998, incorporated herein by reference.
[{"type": "8-K", "sequence": "1", "description": "8-K - ATLANTIC FINANCIAL CORP.", "secsgml_size_bytes": 5924}]
{"company-data": {"conformed-name": "ATLANTIC FINANCIAL CORP", "cik": "0001021921", "assigned-sic": "6022", "irs-number": "541809409", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21285", "film-number": "98770641"}, "business-address": {"street1": "7171 GEORGE WASHINGTON MEMORIAL HIGHWAY", "city": "GLOUCESTER", "state": "VA", "zip": "23061-1310", "phone": "8046930628"}, "mail-address": {"street1": "PO BOX 1310", "city": "GLOUCESTER", "state": "VA", "zip": "23061-1310"}, "former-company": {"former-conformed-name": "MID ATLANTIC COMMUNITY BANKGROUP INC", "date-changed": "19960829"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Date of Report: December 1, 1998
                        (Date of earliest event reported)

                            ATLANTIC FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)

          Virginia                       0-21285                 54-1809409
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      Identification No.)

        7171 George Washington Mem. Hwy.
              Gloucester, Virginia                      23061
    (Address of Principal Executive Offices)          (Zip Code)

               Registrant's telephone number, including area code:
                                 (804) 693-0628

                     Mid-Atlantic Community BankGroup, Inc.
          (Former Name or Former Address, if Changed Since Last Report)

================================================================================
Item 2.      Acquisition or Disposition of Assets.

         On  December  1, 1998,  Atlantic  Financial  Corp.,  formerly  known as
Mid-Atlantic  Community  BankGroup,  Inc. (the "Company"),  and United Community
Bankshares, Inc. ("UCB") consummated the merger of UCB with and into the Company
(the "Merger") pursuant to an Agreement and Plan of Reorganization,  dated as of
July 8, 1998, between the Company and UCB and a related Plan of Merger. Pursuant
to the Merger, each outstanding share of UCB's common stock, par value $1.00 per
share ("UCB Common  Stock"),  other than shares as to which  dissenters'  rights
have been duly  exercised,  was  converted  into 1.075  shares of the  Company's
common stock,  par value $5.00 per share ("Company  Common Stock"),  and cash in
lieu of fractional  shares. In addition,  all rights to acquire UCB Common Stock
pursuant to stock  options  granted by UCB under UCB's stock  option  plans were
converted into options for Company Common Stock.

         As a result of the Merger,  The Bank of Franklin and The Bank of Sussex
and Surry, the former  subsidiaries of UCB, became wholly owned  subsidiaries of
the Company. In addition, in connection with the Merger, the Company changed its
name from "Mid-Atlantic Community BankGroup, Inc." to "Atlantic Financial Corp."
effective as of December 1, 1998.

         For a more  detailed  description  of the  Merger,  see the Joint Proxy
Statement/  Prospectus  filed by the Company with the  Commission on October 19,
1998 pursuant to Rule 424 (b)(3) under the  Securities  Act of 1933, as amended,
which is incorporated herein by reference. The Joint Proxy Statement/ Prospectus
was filed as part of the Company's  Registration Statement on Form S-4 (File No.
333-62997), dated September 4, 1998.

         Effective  December  1, 1998,  shares of  Company  Common  Stock  began
trading on the Nasdaq SmallCap Market  ("Nasdaq") under the symbol "AFIC." Prior
to that date,  shares of Company  Common Stock traded on Nasdaq under the symbol
"MABG."

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)    Financial Statements of Businesses Acquired.

             The  financial  statements  of UCB  required to be included in this
             report are not included herein pursuant to Item 7(a)(4) and will be
             filed as soon as possible.

      (b)    Pro Forma Financial Information.

             The pro forma financial information required to be included in this
             report is not  included herein pursuant to Item 7(b)(2) and will be
             filed as soon as possible.

      (c)    Exhibits.

             Exhibit No.               Description

             2.1               Agreement  and  Plan  of  Reorganization  between
                               Mid-Atlantic Community BankGroup, Inc. and United
                               Community  Bankshares,  Inc., dated as of July 8,
                               1998,  filed as Exhibit  2.1 to the  Registration
                               Statement on Form S-4 (File No. 333-62997), dated
                               September   4,  1998,   incorporated   herein  by
                               reference.

                                      -2-
SIGNATURE

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

                                          ATLANTIC FINANCIAL CORP.

Dated:  December 15, 1998                 By: /s/ Kenneth E. Smith          
                                              ----------------------------------
                                              Kenneth E. Smith
                                              Executive Vice President
                                                and Chief Financial Officer
INDEX TO EXHIBITS

No.                        Description

2.1           Agreement  and  Plan  of   Reorganization   between   Mid-Atlantic
              Community BankGroup,  Inc. and United Community Bankshares,  Inc.,
              dated as of July 8, 1998, filed as Exhibit 2.1 to the Registration
              Statement  on Form S-4 (File No.  333-62997),  dated  September 4,
              1998, incorporated herein by reference.